Potter Jason J. N. 4

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.