Thompson Luke D 4

What Happened

• Luke D. Thompson, EVP, General Counsel and Secretary of Grocery Outlet Holding Corp. (GO), received 9,509 fully vested shares (an award) on 2026-03-06 related to performance stock units (PSUs) and then sold 3,785 shares in an open-market transaction on 2026-03-09 at $5.84 per share, generating $22,104. The award shares were reported as acquired at $0.00 because they vested following certification of performance conditions.

Key Details

• Award (A): 9,509 shares acquired on 2026-03-06 (vested PSUs; reported acquisition price $0.00). (Footnote F1: vested after Compensation Committee certification of performance conditions from PSUs granted 3/2/2023.)
• Sale (S): 3,785 shares sold on 2026-03-09 at $5.84 per share for $22,104. (Footnote F2: sale made to satisfy tax withholding on vested RSUs.)
• Net change from these transactions: +5,724 shares (9,509 acquired minus 3,785 sold).
• Shares owned after transaction: not specified in the provided filing.
• Filing: Form 4 filed 2026-03-10; appears filed within the SEC’s two-business-day reporting window for these dates.

Context

• The 9,509-share movement reflects vested performance-based compensation (PSUs) being converted into common stock; such awards are part of executive pay and do not necessarily indicate a trading decision. The subsequent sale of 3,785 shares was disclosed as a tax-withholding sale for previously granted RSUs, a routine administrative transaction commonly seen after vesting.