Form 8-K

8-K — Grocery Outlet Holding Corp.

Accession: 0001771515-26-000039

Filed: 2026-04-02

Period: 2026-04-01

CIK: 0001771515

SIC: 5411 (RETAIL-GROCERY STORES)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — go-20260401.htm (Primary)

EX-99.1 (go4-2x26exhibit991.htm)

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8-K

8-K (Primary)

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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 of earliest event reported):

April 1, 2026

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

On April 1, 2026, the Board of Directors (the “Board”) of Grocery Outlet Holding Corp., a Delaware corporation (the “Company”), increased the size of the Board from ten to twelve directors, and appointed Frances L. Allen and Felicia D. Thornton as directors, effective April 1, 2026, each to serve a term effectively expiring at the Company’s 2026 annual meeting of stockholders due to the declassification of the Board as of such meeting.

The Board has determined that each of Mss. Allen and Thornton qualifies as an independent director in accordance with the applicable requirements of The Nasdaq Stock Market LLC.

Ms. Allen has over 40 years of consumer experience and food industry leadership with demonstrated expertise across brand strategy, marketing, franchising, technology and operations. She most recently served as President and Chief Executive Officer and a director of Checkers Drive-In Restaurants, Inc., a privately held drive-thru restaurant chain, from 2020 until her retirement in 2024. Ms. Allen previously served as the President and Chief Executive Officer of Boston Market Corporation, a privately held fast casual restaurant chain, from 2018 to 2020, and as Brand President of Jack in the Box Inc. (Nasdaq: JACK) from 2014 to 2018. Ms. Allen also served as Chief Brand Officer of Denny’s Corporation (Nasdaq: DENN), Chief Marketing Officer of Dunkin’ Donuts USA, and has held leadership roles at Sony Ericsson, PepsiCo, Inc. (Nasdaq: PEP) and Frito-Lay. Ms. Allen has served as a director of Brinker International (NYSE: EAT) since 2020, and currently serves as a member of the Audit Committee and the Governance and Nominating Committee. She also serves on the advisory boards of Hi-Auto and the Global Retail Marketing Association (GRMA). She previously served as a director of MarineMax, Inc. (NYSE: HZO) from 2013 to 2015. Ms. Allen holds a Bachelor of Science in Mathematics from Southampton University.

Ms. Thornton has over 30 years of leadership experience in the grocery, retail and specialty retail industry, with proven expertise in corporate finance, strategic growth, operational restructuring and corporate governance. She most recently served in executive and director positions with Number Holdings, Inc. (99 Cents Only Stores), a retail chain, including as Chair of the Board from 2023 to 2025, Vice Chair of the Board from 2018 to 2023, Interim Chief Executive Officer from 2019 to 2020, and Chief Financial Officer and Treasurer from 2015 to 2018. Ms. Thornton previously served as the Co-Chief Executive Officer, President and Chief Operating Officer of Demoulas Super Markets, Inc. (Market Basket), a supermarket chain, in 2014, as Chief Executive Officer of Knowledge Universe U.S., a private childhood education company, from 2006 to 2011, and as Chief Financial Officer and Executive Vice President of Strategy of Albertsons Inc., a supermarket chain, from 2001 to 2006. Ms. Thornton also served as Group Vice President, Retail Operations, of The Kroger Co. and in various executive strategic and financial roles at Ralphs and Fred Meyer, both grocery store chains that became part of The Kroger Co. Ms. Thornton has served as a director of Floor & Decor Holdings, Inc. (NYSE: FND) since 2017, and currently serves as the Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. She previously served as a director of Pactiv Evergreen Inc. (Nasdaq: PTVE) from 2020 to 2025, Ares Acquisition Corp. II (NYSE: AACT) from 2023 to 2025, Ares Acquisition Corp. I (NYSE: AAC) from 2021 to 2023, and Nordstrom, Inc. (NYSE: JWN) from 2010 to 2012. Ms. Thornton is a National Association of Corporate Directors (NACD) Fellow and holds an NACD Directorship Certification. She holds a Master of Business Administration from the University of Southern California and a Bachelor of Science in Economics from Santa Clara University.

Mss. Allen and Thornton will each receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation policy, which was previously filed with the SEC as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2024.

Mss. Allen and Thornton will each be a party to the Company's customary indemnification agreement for the benefit of Board directors and executive officers of the Company, the form of which was previously filed with the SEC as Exhibit 10.31 to the Company’s Registration Statement on Form S-1. There are no arrangements or understandings between either of Mss. Allen and Thornton, on the one hand, and any other person pursuant to which they were selected as directors. Neither Ms. Allen nor Ms. Thornton have family relationships with any director or executive officer of the Company, and there are no transactions in which either of them have a material interest requiring disclosure under Item 404(a) of Regulation S-K.

On April 2, 2026, the Company issued a press release announcing the foregoing appointments. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 2, 2026, the Company issued a press release announcing Mss. Allen’s and Thornton’s appointments as directors of the Board. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 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 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 April 2, 2026, entitled “Grocery Outlet Holding Corp. Adds Two New Independent Directors”

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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: April 2, 2026 By: /s/ Luke D. Thompson

Name: Luke D. Thompson

Title: Executive Vice President, General Counsel and Secretary

EX-99.1

Filename: go4-2x26exhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Grocery Outlet Holding Corp. Adds Two New Independent Directors

Frances Allen and Felicia Thornton Bring Seasoned Retail Leadership and Operating Expertise to Board

Emeryville, CA – April 2, 2026 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced the appointments of Frances Allen and Felicia Thornton to its Board of Directors, effective April 1, 2026, as part of the Company’s commitment to enhancing Board expertise aligned with the execution of its strategic priorities. Ms. Allen and Ms. Thornton were selected following a national search conducted with the support of a leading independent search firm.

“Frances and Felicia bring strong grocery and retail operational experience and significant strategic insight to our Board,” said Eric Lindberg, Chairman of Grocery Outlet’s Board of Directors. “Frances is an accomplished leader of nationally recognized restaurant businesses with deep expertise in brand strategy, marketing and operations, including experience with franchise models similar to our independent operator approach. Felicia is a seasoned board member and a finance and operating executive with more than 20 years of specialization in the grocery sector, including a strong background in opportunistic sourcing. Both offer deep experience in driving business transformations, strengthening Board oversight of the Company’s efforts to reinforce our longstanding leadership in value. On behalf of the entire Board, we’re excited to work with Frances and Felicia and look forward to their contributions as we work to deliver long-term shareholder value.”

Frances Allen

Frances Allen brings 40 years of consumer experience and food industry leadership with demonstrated expertise across brand strategy, marketing, franchising, technology and operations. Most recently, she served as President and Chief Executive Officer and a director of Checkers Drive-In Restaurants, Inc., and previously served as President and Chief Executive Officer of Boston Market Corporation, Brand President of Jack in the Box Inc., Chief Brand Officer of Denny’s Corporation, and Chief Marketing Officer of Dunkin’ Donuts USA. She has also held leadership roles at Sony Ericsson Mobile Communications, PepsiCo, Inc. and Frito-Lay. Ms. Allen is a director of Brinker International, where she serves on the Audit and Governance and Nominating Committees. She also serves on the advisory boards of Hi-Auto and the Global Retail Marketing Association (GRMA). Ms. Allen holds a Bachelor of Science in Mathematics from Southampton University in the U.K.

Felicia Thornton

Felicia Thornton has over 30 years of executive leadership experience in the grocery, retail and specialty retail sectors, with proven expertise in corporate finance, strategic growth, operational restructuring and corporate governance. Most recently, Ms. Thornton served in executive and director positions with Number Holdings (99 Cents Only Stores), a deep discount retailer, including Chair and Vice Chair of the Board, Interim Chief Executive Officer and Chief Financial Officer and Treasurer. During her career, Ms. Thornton served in several executive roles in the grocery sector, including as Co-Chief Executive Officer, President, and Chief Operating Officer of Demoulas Super Markets, Inc. (Market Basket), Chief Financial Officer and EVP of Strategy at Albertsons Inc., Group Vice President, Retail Operations, at The Kroger Co. and various executive strategic and financial roles at Ralphs and Fred Meyer, both grocery store chains that became part of The Kroger Co. She also served as Chief Executive Officer of Knowledge Universe U.S., a private childhood education company. Ms. Thornton currently serves on the board of Floor & Decor Holdings, Inc., where she chairs the Nominating and Corporate Governance Committee and serves on the Audit Committee. Her prior public board experience includes Nordstrom, Inc., Pactiv Evergreen Inc., Ares Acquisition Corp. I and Ares Acquisition Corp. II. Ms. Thornton is a National Association of Corporate Directors (NACD) Fellow and holds an NACD Directorship

Certification. She holds a Bachelor of Science in Economics from Santa Clara University and a Master of Business Administration from the University of Southern California.

About Grocery Outlet

Based in Emeryville, California, Grocery Outlet is a growth-oriented extreme value retailer of quality, name-brand consumables and fresh products sold primarily through a network of independently operated stores. Grocery Outlet and its subsidiaries have more than 540 stores in California, Washington, Oregon, Pennsylvania, Tennessee, Nevada, Idaho, North Carolina, Maryland, Ohio, Georgia, Virginia, New Jersey, Alabama, Delaware and Kentucky.

INVESTOR RELATIONS CONTACTS:

Ian Ferry

(510) 244-3703

iferry@cfgo.com

Ron Clark

(646) 776-0886

ron@ellipsista.com

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