Potter Jason J. N. 4

4 · Grocery Outlet Holding Corp. · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Grocery Outlet (GO) CEO Jason Potter Receives Equity Award

What Happened

Jason J. N. Potter, President & CEO and Director of Grocery Outlet Holding Corp. (GO), was granted equity awards on March 12, 2026. He received 187,174 restricted stock units (RSUs) (187,174 shares @ $0.00, value $0) and was awarded 280,761 performance-based RSUs (PSUs) reported as a derivative award (price N/A).
These were grants/awards (transaction code A). No cash was paid or received by the reporting person in connection with these awards.

Key Details

Transaction date: 2026-03-12. Filing date: 2026-03-16 (filed timely).
RSUs: 187,174 units @ $0.00 (will convert 1:1 to shares upon vesting).
PSUs: 280,761 units (reported as derivative; payout contingent on performance; price N/A).
Vesting for RSUs: three equal installments vesting March 1, 2027, 2028 and 2029, subject to continued service (Footnote F1).
PSUs: earned based on achievement of specified share-price goals over a three-year performance period ending with fiscal 2028; payout range is 0–200% of the reported amount and vests only after Compensation Committee certification and continued employment (Footnote F2). At maximum (200%) the PSU award could result in up to 561,522 shares.
Shares owned following the transaction were not reported in the provided filing.

Context

RSU grants are time‑based compensation that convert to shares as they vest; PSUs are performance-contingent and may pay nothing or up to twice the target amount depending on results. These awards reflect executive compensation, not an open-market purchase or sale, and do not indicate an immediate change in market holdings.

Form 4

Period: 2026-03-12

DirectorPresident and CEO

Transactions

Award
Common Stock
[F1]
2026-03-12+187,174→ 288,269 total
Award
Performance Stock Unit
[F2]
2026-03-12+280,761→ 280,761 total
→ Common Stock (280,761 underlying)

Footnotes (2)

[F1]Represents 187,174 restricted stock units ("RSUs") granted on March 12, 2026 to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest in three equal installments on March 1 of each of 2027, 2028 and 2029, subject to the reporting person's completion of each 12 month period of service through such vesting dates.
[F2]Represents a grant of performance-based RSUs ("PSUs"). Each PSU represents a right to receive one share of the Issuer's common stock upon vesting. The PSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending on the last day of the Issuer's fiscal year 2028. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's continued employment or service with the Issuer as contemplated in the PSU Award Agreement.

Signature

/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact|2026-03-13

1 file