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EX-99.1

2 a2026q1exhibit991.htm

EX-99.1

Document

Exhibit 99.1

Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2026 Financial Results

Emeryville, CA – May 13, 2026 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our") today announced financial results for the first quarter of fiscal 2026 ended April 4, 2026.

Highlights for First Quarter Fiscal 2026 as compared to First Quarter Fiscal 2025:

•Net sales increased by 3.6% to $1.17 billion.

•Comparable store sales declined by 1.0%.

•Gross margin was 29.6% compared to 30.4% last year, a decline of 80 basis points, including a 50 basis point impact from inventory markdowns and write-offs associated with restructuring activities.

•Operating loss was $178.0 million, which included $158.0 million in non-cash goodwill impairment and $18.2 million in restructuring charges.

•Net loss was $180.3 million, or $(1.83) per diluted share, compared to net loss of $23.3 million, or $(0.24) per diluted share last year. Adjusted net income(1) was $4.6 million, or $0.05 diluted adjusted earnings per share(1), compared to $13.0 million, or $0.13 diluted adjusted earnings per share(1) last year.

•Adjusted EBITDA(1) was $43.1 million, representing 3.7% of net sales.

“We delivered first quarter results consistent with our guidance, as our work to strengthen the business drove sequential improvements in comp-store sales throughout the quarter,” said Jason Potter, President and CEO of Grocery Outlet. “We made meaningful progress in increasing our opportunistic mix to offer more of the extreme value products that resonate with our customers. At the same time, we continued to advance our key strategic priorities to position Grocery Outlet to generate sustainable, profitable growth.”

(1) Adjusted net income, diluted adjusted earnings per share, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures, which exclude the impact of certain special items. Please note that our non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the "Non-GAAP Financial Information" section of this release as well as the respective reconciliations of our non-GAAP financial measures below for additional information about these items.

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First Quarter Fiscal 2026 Financial Summary

Net sales increased 3.6% to $1.17 billion due to new store sales, partially offset by a 1.0% decrease in comparable store sales. The decrease in comparable store sales was driven by a 3.1% decrease in average transaction size, partially offset by a 2.1% increase in the number of transactions. We closed 28 stores, including 27 stores as a result of Optimization Plan as further discussed below, and opened 7 new stores, ending the quarter with 549 stores in 16 states.

Gross profit increased $2.8 million to $345.2 million. Gross margin was 29.6%, a decline of 80 basis points due primarily to a 50 basis point impact from inventory markdowns and write-offs associated with the store closures under the Optimization Plan, and the impact of product promotions to drive sales, partially offset by improvements in inventory management.

Selling, general and administrative expenses increased 4.8% to $347.0 million. As a percentage of net sales, SG&A expenses increased 40 basis points to 29.8%, driven primarily by higher professional fees, commissions and other costs to support our continued growth, partially offset by lower incentive compensation.

Operating loss was $178.0 million, which included a $158.0 million non-cash goodwill impairment charge as a result of a decline in market capitalization and $18.2 million in restructuring charges, which consisted of $2.7 million in cash charges and $15.5 million in non-cash charges related to the Optimization Plan. The non-cash goodwill impairment charge does not impact future operations.

Net loss was $180.3 million, or $(1.83) per diluted share compared to net loss of $23.3 million, or $(0.24) per diluted share last year. Adjusted net income(1) was $4.6 million, or $0.05 diluted adjusted earnings per share(1) compared to $13.0 million, or $0.13 diluted adjusted earnings per share(1). Adjusted EBITDA(1) was $43.1 million, or 3.7% of net sales, compared to $51.9 million, or 4.6% of net sales, in the prior year.

Cash Flow & Capital Spending:

•Net cash provided by operating activities during the first quarter of fiscal 2026 was $52.6 million compared with $58.9 million for the first quarter last year. The decrease in operating cash flow was driven primarily by changes in working capital including inventory and accrued liabilities, partially offset by a lower net loss in the current quarter, after adjusting for non-cash charges.

•Capital expenditures for the first quarter of fiscal 2026, before tenant improvement allowances, were $56.8 million, a decrease of $8.5 million o

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