GO

go-202603020001771515false00017715152026-03-022026-03-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): March 2, 2026

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On March 4, 2026, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter and fiscal year ended January 3, 2026 ("fiscal 2025"). The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 2.05 Costs Associated With Exit or Disposal Activities. To strengthen long-term profitability and cash flow generation, improve operational execution, optimize the Company's existing store footprint and align with the Company’s disciplined new store growth strategy, in the first quarter of fiscal 2026 the Company conducted a strategic, financial and operational analysis of its store fleet. Following that review, on March 2, 2026, the Company's Board of Directors adopted a business optimization plan (the "Optimization Plan") that provides for the closure of 36 financially underperforming stores ("Closure Stores"), including the termination or sublease of the applicable store leases; the termination or sublease of a lease for a distribution center facility that the Company is no longer utilizing (together with the store lease terminations and subleases, the "Lease Exits"); and the termination of operator agreements with independent operators for the Closure Stores as well as certain other store locations (the "Operator Agreement Terminations"). These actions under the Optimization Plan are expected to be substantially completed during fiscal 2026. In addition, preceding the adoption of the Optimization Plan, during the reporting process for the audited consolidated financial statements for fiscal 2025, the Company determined that the long-lived assets of the Closure Stores were impaired, and recognized $110 million of non-cash charges in Impairment of long-lived assets on the consolidated statements of operations and comprehensive income (loss). The Company estimates that it will incur between $14 million and $25 million in net total restructuring charges in fiscal 2026 related to the Optimization Plan approved in the first quarter of fiscal 2026. Estimated restructuring charges expected to be incurred in connection with the Operator Agreement Terminations include bad debt expense of between $11 million and $14 million and cash expenses of between $2 million and $3 million. The Company intends to negotiate lease terminations with the landlords of the Closure Stores and one distribution center facility during fiscal 2026. If we are

go-202511040001771515false00017715152025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 4, 2025

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On November 4, 2025, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended September 27, 2025. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated November 4, 2025, entitled "Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2025 Financial Results."

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:November 4, 2025By:/s/ Christopher M. Miller

Name:Christopher M. Miller

Title:Executive Vice President, Chief Financial Officer

go-202508050001771515false00017715152025-08-052025-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 5, 2025

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 5, 2025, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended June 28, 2025. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated August 5, 2025, entitled "Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2025 Financial Results."

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:August 5, 2025By:/s/ Christopher M. Miller

Name:Christopher M. Miller

Title:Executive Vice President, Chief Financial Officer

go-202505050001771515false00017715152025-05-052025-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 5, 2025

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 6, 2025, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended March 29, 2025. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 5, 2025, the Company and each of the following named executive officers agreed upon a departure from the Company: (i) Ramesh Chikkala, Executive Vice President, Chief Operations Officer, on or around June 6, 2025; and (ii) Pamela B. Burke, Executive Vice President, Chief Stores Officer, on or around October 6, 2025. Mr. Chikkala and Ms. Burke will each receive separation benefits as provided in the Company’s Executive Severance Plan. A description of these benefits is included under the heading “Potential Payments Upon Termination or Change in Control—Executive Severance Plan” in the Company’s 2025 proxy statement filed with the U.S. Securities and Exchange Commission on April 17, 2025 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated May 6, 2025, entitled "Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2025 Financial Results."

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:May 6, 2025By:/s/ Christopher M. Miller

Name:Christopher M. Miller

Title:Executive Vice President, Chief Financial Officer

go-202502180001771515false00017715152025-02-182025-02-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 18, 2025

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 25, 2025, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter and fiscal year ended December 28, 2024 ("fiscal 2024"). The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 2.05 Costs Associated With Exit or Disposal Activities. During the fourth quarter of fiscal 2024, the Company began to initiate a restructuring plan that is intended to improve long-term profitability and cash flow generation, optimize the footprint of new store growth and lower the Company’s cost base (the "Restructuring Plan"). As further discussed below, the Restructuring Plan provides for (i) the termination of leases for unopened stores in suboptimal locations, 15 of which were planned to open in fiscal 2025 and eight of which were planned to open in fiscal 2026 (the "Lease Terminations"), (ii) the cancellation of certain capital-intensive warehouse projects and (iii) the implementation of a workforce reduction, pursuant to which the Company notified affected employees on February 18, 2025 (the "Workforce Reduction"). These actions under the Restructuring Plan are expected to be substantially completed by the first half of fiscal 2025. The Company currently estimates that it will incur total costs under the Restructuring Plan of between $52 million and $61 million, of which between $36 million and $45 million are expected to be cash expenditures. The Restructuring Plan includes the activities set forth below. •The Company is optimizing new store growth in fiscal 2025 and fiscal 2026 to increase efficiencies for distribution and optimize brand awareness and marketing. Specifically, the Company is narrowing its focus in its future new store openings to target existing markets and a smaller set of high-priority adjacent new markets to improve new store sales productivity and return on invested capital. The Company plans to open 33 to 35 net new stores in fiscal 2025 in existing markets and a smaller set of high-priority adjacent new markets. The Company incurred $9.2 million of non-cash impairment of long-lived assets in the fourth quarter of fiscal 2024 related to the Lease Terminations. The Company estimates that it will incur between $30 million to $37 million of additional cash expense related to the Lease Terminations in the first half of fiscal 2025. •The Company is shifting its planned investments in distribut

go-202411050001771515false00017715152024-11-052024-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 5, 2024

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On November 5, 2024, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended September 28, 2024. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 8.01 Other Events. On November 5, 2024, the Company announced that its board of directors (the "Board") approved a new share repurchase program (the "2024 Share Repurchase Program"), pursuant to which the Company is authorized to repurchase up to $100.0 million in shares of the Company's common stock, inclusive of fees and commissions. The 2024 Share Repurchase Program replaces the Company’s previous share repurchase program adopted in 2021, under which $9.4 million remained available for repurchase. The 2024 Share Repurchase Program is effective immediately and does not have an expiration date. Repurchases under the 2024 Share Repurchase Program may be made, from time to time, in amounts and at prices the Company deems appropriate and may be made utilizing a variety of methods, including pursuant to open market repurchases, accelerated equity repurchase programs, privately negotiated transactions, block trades and pursuant to a trading plan intended to qualify under Rule 10b5-1 of the Exchange Act (which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under securities laws). Repurchases by the Company under the 2024 Share Repurchase Program will be subject to general market and economic conditions, applicable legal requirements, debt covenants and other considerations. The 2024 Share Repurchase Program does not require that the Company repurchase any specific dollar value or number of shares and may be suspended, modified or discontinued by the Board at any time without prior notice at the Company’s discretion. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated November 5, 2024, entitled "Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2024 Financial Results."

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly author

8-K

false 0001771515 0001771515 2024-10-29 2024-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): October 30, 2024 (October 29, 2024)

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware

001-38950

47-1874201

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5650 Hollis Street, Emeryville, California

94608

(Address of principal executive offices)

(Zip Code) (510) 845-1999 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

GO

Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On October 30, 2024, Grocery Outlet Holding Corp. (the “Company”) announced certain preliminary unaudited financial results for the fiscal quarter ended September 28, 2024. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of President, Chief Executive Officer and Director After discussion with the Board of Directors of the Company (the “Board”), on October 29, 2024, Robert J. Sheedy, Jr. agreed to step down as the Company’s President and Chief Executive Officer and resign as a member of the Board, effective immediately. Mr. Sheedy’s decision to resign as a director was not due to any disagreement with the Company’s operations, policies or practices. Mr. Sheedy will receive separation benefits of a termination without cause as set forth in the employment agreement with the Company he entered into on November 2, 2022, subject to execution and non-revocation of a general release of claims in favor of the Company, and the award agreements governing his outstanding equity awards. A description of these benefits is included under the heading “Potential Payments Upon Termination or Change in Control” in the Company’s 2024 proxy statement filed with the Securities and Exchange Commission on April 19, 2024 (the “proxy statement”) and incorporated herein by reference. On October 29, 2024, the Board reduced its size from ten members to nine. Appointment of Interim President and Chief Executive Officer On October 29, 2024, the Board appointed Eric J. Lindberg, Jr., 53, as Interim President and Chief Executive Officer, effective immediately. Mr. Lindberg has served as a director of the Company since 2006 and as Chairman of the Board since January 2023. He served as the Company’s Chief Executive Officer from January 2019 through December 2022 and as its Co-Chief Executive Officer from January 2006 to December 2018. Prior to being appointed Co-Chief Executive Officer, Mr. Lindberg served in various positions with the Company since 1996. Mr. Lindberg will continue to serve as Chairman of the Board while serving as Interim President and Chief Executive Officer. On October 29, 2024, in connection his with appointment as Interim President and Chief Executive Officer

go-202408060001771515false00017715152024-08-062024-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 6, 2024

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 6, 2024, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended June 29, 2024. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated August 6, 2024, entitled "Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2024 Financial Results."

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:August 6, 2024By:/s/ Lindsay E. Gray Name:Lindsay E. Gray Title:Interim Chief Financial Officer and Senior Vice President, Accounting

go-202405070001771515false00017715152024-05-072024-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 7, 2024

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 7, 2024, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended March 30, 2024. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated May 7, 2024, entitled "Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2024 Financial Results".

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:May 7, 2024By:/s/ Lindsay E. Gray Name:Lindsay E. Gray Title:Interim Chief Financial Officer and Senior Vice President, Accounting

go-202402270001771515false00017715152024-02-272024-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 27, 2024

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 27, 2024, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter and fiscal year ended December 30, 2023. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated February 27, 2024, entitled "Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2023 Financial Results."

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:February 27, 2024By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202311070001771515false00017715152023-11-072023-11-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 7, 2023

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On November 7, 2023, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended September 30, 2023. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated November 7, 2023, entitled "Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2023 Financial Results".

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:November 7, 2023By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202308080001771515false00017715152023-08-082023-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 8, 2023

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 8, 2023, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended July 1, 2023. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated August 8, 2023, entitled "Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2023 Financial Results".

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:August 8, 2023By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202305090001771515false00017715152023-05-092023-05-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 9, 2023

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 9, 2023, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended April 1, 2023. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release, dated May 9, 2023, entitled "Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2023 Financial Results".

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:May 9, 2023By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202302280001771515false00017715152023-02-282023-02-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 28, 2023

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 28, 2023, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter and fiscal year ended December 31, 2022. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. As disclosed in the press release, beginning with the fourth quarter of fiscal 2022, we updated our definitions of adjusted EBITDA, adjusted net income and adjusted earnings per share to no longer exclude the impact of non-cash rent expense and the provision for accounts receivable reserves. See the Non-GAAP Financial Measures section of the press release for additional information about these items The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release entitled "Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2022 Financial Results" dated February 28, 2023.

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:February 28, 2023By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202211020001771515false00017715152022-11-022022-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 2, 2022

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On November 8, 2022, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended October 1, 2022. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Eric J. Lindberg, Jr. - Retirement as CEO; Continuation of Board Service On November 2, 2022, Eric J. Lindberg, Jr. provided notice to the Company's board of directors (the "Board") of his decision, effective December 31, 2022, to retire as Chief Executive Officer of the Company. Mr. Lindberg will continue to serve as a Class III member of the Board, and as of January 1, 2023, will be a non-independent, non-employee director in accordance with Nasdaq rules. The Board thereafter determined that Mr. Lindberg will remain eligible to receive an annual incentive bonus pursuant to the Company's annual incentive plan for fiscal 2022 as a result of his service to the Company through the entire fiscal year. Mr. Lindberg's rights with respect to any Company equity awards will be governed by the terms and provisions of the applicable plans and award agreements, which provide for, among other things, the continued vesting of all equity so long as he continues to provide services to the Company, including as a non-employee director. Beginning January 1, 2023, Mr. Lindberg will be compensated in the same manner as the other non-employee directors of the Board pursuant to the Company's Non-Employee Director Compensation Policy, as in effect from time to time. A copy of the Non-Employee Director Compensation Policy, as amended and restated as described under Item 8.01 of this current report on Form 8-K, is filed as Exhibit 10.2 hereto and is incorporated herein by reference. Robert Joseph Sheedy, Jr. - Appointment as President and CEO, and Director; Execution of Employment Agreement On November 2, 2022, the Board appointed Robert Joseph Sheedy, Jr. as President and Chief Executive Officer of the Company, effective January 1, 2023. Mr. Sheedy, age 47, has served as President of the Company since January 2019. He previously served as the Company's Chief Merchandise, Marketing & Strategy Officer from April 2017 to December 2018, the Company's Chief Merchandise & Strategy Officer from March 2014 to Ap

go-202208090001771515false00017715152022-08-092022-08-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 9, 2022

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 9, 2022, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended July 2, 2022. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release entitled "Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2022 Financial Results" dated August 9, 2022.

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:August 9, 2022By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202205100001771515false00017715152022-05-102022-05-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 10, 2022

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 10, 2022, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended April 2, 2022. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release entitled "Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2022 Financial Results" dated May 10, 2022.

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:May 10, 2022By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202203010001771515false00017715152022-03-012022-03-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): March 1, 2022

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On March 1, 2022, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter and fiscal year ended January 1, 2022. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release entitled "Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2021 Financial Results" dated March 1, 2022.

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:March 1, 2022By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202111090001771515false00017715152021-11-092021-11-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 9, 2021

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On November 9, 2021, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended October 2, 2021. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 8.01 Other Events. On November 9, 2021, the Company announced that its board of directors (the "Board") approved a share repurchase program (the "Share Repurchase Program") pursuant to which the Company is authorized to repurchase up to $100.0 million in shares of the Company's common stock. The Share Repurchase Program is effective immediately, does not have an expiration date and is expected to be funded using the Company’s cash on hand and cash from operations. As of October 2, 2021, the Company had $156.0 million of cash and cash equivalents, and approximately 96.0 million shares of common stock outstanding. Repurchases under the Share Repurchase Program may be made, from time to time, in amounts and at prices the Company deems appropriate and may be made pursuant to a trading plan intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Repurchases by the Company under the Share Repurchase Program will be subject to general market and economic conditions, applicable legal requirements and other considerations, and the Share Repurchase Program may be suspended, modified or discontinued by the Board at any time without prior notice at the Company’s discretion. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release entitled "Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2021 Financial Results" dated November 9, 2021.

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:November 9, 2021By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer

go-202108100001771515false00017715152021-08-102021-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 10, 2021

Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter)

Delaware001-3895047-1874201 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.) 5650 Hollis Street, Emeryville, California 94608 (Address of principal executive offices)(Zip Code) (510) 845-1999

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 10, 2021, Grocery Outlet Holding Corp. (the “Company”) announced its financial results for the fiscal quarter ended July 3, 2021. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits.

Exhibit No.Description 99.1 Press release entitled “Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2021 Financial Results” dated August 10, 2021.

104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:August 10, 2021By:/s/ Charles C. Bracher Name:Charles C. Bracher Title:Chief Financial Officer