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    SEC Form 144 filed by Grocery Outlet Holding Corp.

    3/10/25 4:20:49 PM ET
    $GO
    Food Chains
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    Form 144 Filer Information UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    Form 144

    NOTICE OF PROPOSED SALE OF SECURITIES
    PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

    FORM 144

    144: Filer Information

    Filer CIK
    0001739812
    Filer CCC
    XXXXXXXX
    Is this a LIVE or TEST Filing? Radio button checked LIVE Radio button not checked TEST

    Submission Contact Information

    Name
    Phone
    E-Mail Address

    144: Issuer Information

    Name of Issuer
    Grocery Outlet Holding Corp.
    SEC File Number
    001-38950
    Address of Issuer
    5650 HOLLIS STREET
    EMERYVILLE
    CALIFORNIA
    94608
    Phone
    (510) 845-1999
    Name of Person for Whose Account the Securities are To Be Sold
    Thompson Luke D
    See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

    Relationship to Issuer
    Officer

    144: Securities Information

    Title of the Class of Securities To Be SoldName and Address of the BrokerNumber of Shares or Other Units To Be SoldAggregate Market ValueNumber of Shares or Other Units OutstandingApproximate Date of SaleName the Securities Exchange
    Common
    Fidelity Brokerage Services LLC
    900 Salem Street
    Smithfield � RI � 02917
    113314905.869735794203/10/2025
    NASDAQ


    Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

    144: Securities To Be Sold

    Title of the ClassDate you AcquiredNature of Acquisition TransactionName of Person from Whom AcquiredIs this a Gift?Date Donor AcquiredAmount of Securities AcquiredDate of PaymentNature of Payment *
    Common03/07/2025Restricted Stock VestingIssuerCheckbox not checked113303/07/2025Compensation

    * If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.



    Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

    144: Securities Sold During The Past 3 Months

    Name and Address of SellerTitle of Securities SoldDate of SaleAmount of Securities SoldGross Proceeds
    Luke Thompson
    5650 Hollis Street
    Emeryville � CA � 94608
    Common03/04/2025361440966.50

    144: Remarks and Signature

    Remarks
    Sale includes an amount necessary to cover a tax obligation resulting from the settlement of a vested equity award distribution.
    Date of Notice
    03/10/2025

    ATTENTION:

    The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
    Signature
    /s/ Adam Gehring, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Luke Thompson

    ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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