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Form 8-K

sec.gov

8-K — Grocery Outlet Holding Corp.

Accession: 0001104659-26-071841

Filed: 2026-06-09

Period: 2026-06-09

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 — tm2617032d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2617032d1_ex99-1.htm)

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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 Earliest Event reported):

June 9, 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.

Departures of Executive Vice President, Chief Financial Officer and Executive Vice President, Chief Merchandising

& Purchasing Officer

On June 9, 2026, Grocery Outlet Holding Corp. (the "Company")

announced that Christopher M. Miller, Executive Vice President, Chief Financial Officer, will depart the Company effective June 26, 2026, and that Matthew

P. Delly, Executive Vice President, Chief Merchandising & Purchasing Officer, will depart the Company effective June 12, 2026. Mr. Miller and Mr. Delly

will each serve in a non-executive officer capacity until their respective departure dates and 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 2026 proxy statement filed

with the U.S. Securities and Exchange Commission on April 21, 2026 and incorporated herein by reference.

Appointment of Executive Vice President, Chief Financial Officer

and Treasurer

On June 9, 2026, the Company announced that the Board of Directors

of the Company (the “Board”) appointed Ian Ferry as the Company's Executive Vice President, Chief Financial Officer and Treasurer,

effective June 9, 2026. Mr. Ferry, age 45, joined the Company in June 2025 and has held roles of increasing responsibility, including

serving as the Company’s Senior Vice President, Strategic Finance, Investor Relations and Treasurer from April 2026 to June 2026,

its Vice President, Strategic Finance, Investor Relations and Treasurer from January 2026 to April 2026, and its Vice President, Investor

Relations and Treasurer from June 2025 to January 2026. In 2014, Mr. Ferry was a Founding Partner of Jackson Square Partners, LLC, an

investment firm, where he was employed until 2025, including as the Chief Investment Officer from 2023 to 2025. Prior to joining Jackson

Square Partners, Mr. Ferry held investment roles at Fidelity Investment and HarbourVest Partners.

Mr. Ferry received a Master of Business Administration from the Wharton

School of the University of Pennsylvania and a Bachelor of Science from Tulane University.

In connection with his appointment and promotion, Mr. Ferry will receive

an annual base salary of $475,000; be eligible to receive an annual cash bonus (with a target bonus of 60% of his base salary); and be

eligible to receive annual equity grants under the Company's 2019 Incentive Plan (with a target grant value of 200% of his base salary),

in each case as determined and approved by the Board or a committee thereof. All equity grants will be subject to the terms of the Company's

2019 Incentive Plan and the applicable award agreement. Mr. Ferry’s 2026 compensation will be prorated from the effective date of

his promotion. Mr. Ferry is a participant in the Company's Executive Severance Plan and the Company and Mr. Ferry have entered into the

Company's standard Indemnification Agreement.

There is no arrangement or understanding between Mr. Ferry and any

other person pursuant to which Mr. Ferry was selected as an officer. Mr. Ferry is not a party to any related party transaction required

to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Ferry does not have a family relationship with any of the Company’s

directors or executive officers or any person nominated or chosen by the Company to be a director or executive officer.

Appointment of Senior Vice President, Accounting and Designation of Principal Accounting

Officer

The Company has promoted Susan Leary as Senior Vice President, Accounting and the Board

has designated Ms. Leary as the Company’s Principal Accounting Officer, effective as of June 9, 2026. Ms. Leary, age 52, joined

the Company in 2020 and has held several positions of increasing responsibility, including serving as Vice President, Corporate Controller

from 2023 to 2026 and as Senior Director, Assistant Controller from 2020 to 2023.

Ms. Leary received a Bachelor of Business Administration from the University

of Cincinnati and is a certified public accountant.

In connection with her promotion, Ms. Leary will receive an annual

base salary of $300,000; be eligible to receive an annual cash bonus (with a target bonus of 50% of her base salary); and be eligible

to receive annual equity grants under the Company's 2019 Incentive Plan (with a target grant value of 150% of her base salary), in each

case as determined and approved by the Board or a committee thereof. All equity grants will be subject to the terms of the Company's 2019

Incentive Plan and the applicable award agreement. Ms. Leary’s 2026 compensation will be prorated from the effective date of her

promotion. Ms. Leary is a participant in the Company's Executive Severance Plan and the Company and Ms. Leary will enter into the Company's

standard Indemnification Agreement.

There is no arrangement or understanding between Ms. Leary and any

other person pursuant to which Ms. Leary was selected as an officer. Ms. Leary is not a party to any transaction required to be disclosed

pursuant to Item 404(a) of Regulation S-K. Ms. Leary does not have a family relationship with any of the Company’s directors or

executive officers or any person nominated or chosen by the Company to be a director or executive officer.

Item 7.01 Regulation FD Disclosure.

On June 9, 2026, the Company issued a press release announcing the

foregoing leadership changes and the appointment of Paul Miller as Executive Vice President, Chief Purchasing and Merchandising Officer, effective as of June

9, 2026. Mr. Miller held various roles of increasing responsibility with the Company for over 25 years, including serving as Senior Vice

President, Purchasing from 2022 until his retirement in 2024, as Vice President, Grocery from 2014 to 2021 and a Director of Purchasing

from 2004 to 2013. Following his retirement, Mr. Miller served as an advisor to the Company.

In such press release, the Company also affirmed its financial outlook

for the second quarter and fiscal year 2026, as originally provided on May 13, 2026. 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 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 June 9, 2026, entitled “Grocery Outlet Holding Corp.

Announces Leadership Updates”

104

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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:

June 9, 2026

By:

/s/ Luke D. Thompson

Name:

Luke D. Thompson

Title:

Executive Vice President, General Counsel and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2617032d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Grocery Outlet Holding

Corp. Announces Leadership Updates

Paul Miller Rejoins Grocery Outlet as Chief

Purchasing and Merchandising Officer

Ian Ferry Promoted to Chief Financial Officer

Company Affirms Second Quarter and Fiscal 2026

Outlook

EMERYVILLE, Calif., June 9, 2026 (GLOBE NEWSWIRE) –

Grocery Outlet Holding Corp. (NASDAQ: GO) (“Grocery Outlet” or the “Company”) today announced the appointments

of Paul Miller as Executive Vice President, Chief Purchasing and Merchandising Officer, and Ian Ferry as Executive Vice President and

Chief Financial Officer, both effective as of June 9, 2026. These executive appointments support the Company’s continued efforts

to restore long-term profitable growth and strengthen its operational foundation. Paul Miller, a former key executive in the Company’s

purchasing organization, returns to lead the Company’s integrated purchasing and merchandising organization, succeeding Matt Delly,

who will depart the Company. Ian Ferry is being promoted from his current role as Senior Vice President, Strategic Finance, Investor

Relations and Treasurer, to succeed Chris Miller, who is retiring and will remain with the Company through June 26, 2026, to support

the transition.

In conjunction with the leadership announcements, the Company also

affirms its financial outlook for the second quarter and fiscal year 2026 originally provided on May 13, 2026.

“Having worked alongside Paul for many years, I can say

without hesitation that he is one of the most talented merchants and leaders in Grocery Outlet’s history,” said Eric Lindberg,

Chairman of the Board of Directors. “Paul played a central role in building the company’s opportunistic buying organization,

supplier relationships, and treasure hunt experience that have become defining competitive advantages for Grocery Outlet. He combines

exceptional merchant instincts with outstanding leadership, earning respect across our organization and throughout the supplier community.

As we continue strengthening performance and sharpening our competitive differentiation, Paul’s return reinforces one of the foundational

strengths of our business, and I am thrilled to welcome him back to the executive team.”

“As we strengthen Grocery Outlet and continue our efforts to restore sustainable, profitable growth, we are fortunate to add two

proven and accomplished leaders to our executive leadership team,” said Jason Potter, President and Chief Executive Officer of Grocery

Outlet. “Paul has been supporting our recent efforts to sharpen our focus on opportunistic product in an advisory capacity, and

we are delighted to welcome him back to Grocery Outlet on a full-time basis. Few people understand the art and science of opportunistic

buying at scale better than Paul. His return reflects our commitment to strengthening the treasure hunt experience that differentiates

Grocery Outlet and creates value for our customers.”

Mr. Potter continued, “Ian has quickly become a trusted

strategic partner to our executive team. His combination of operating discipline, financial expertise, capital management experience and

strategic focus has already helped advance several of our most important initiatives. Ian understands our business, our opportunities,

and the actions required to create long-term shareholder value, making him an ideal fit for our next Chief Financial Officer.

“I would like to thank Chris and Matt for their many contributions

to Grocery Outlet. Chris has been a valued partner during an important transition period for our company, helping strengthen our financial

organization and supporting key operational initiatives. Matt has brought energy, leadership and strategic thinking to our purchasing

and merchandising organizations, helping position the business for future success.”

Paul Miller

Paul Miller is a 25+ year Grocery Outlet veteran

who most recently served as Senior Vice President, Purchasing, until his retirement in 2024. Mr. Miller was a key member of Grocery

Outlet’s executive team during one of the most successful periods in the Company’s history, helping build and scale its opportunistic

buying capabilities and supporting growth. Mr. Miller has recently served as an advisor to the Company focused on strengthening

Grocery Outlet’s treasure hunt experience and reinforcing the opportunistic sourcing model that differentiates the brand.

“Grocery Outlet has always thrived when we stay focused on our

core competency: delivering deeply discounted, opportunistic product to value-seeking customers,” said Mr. Miller. “I’m

excited to work with this executive team on delivering our next chapter of growth and honored to lead the most entrepreneurial merchants

in America.”

Ian Ferry

Ian Ferry previously served as Senior Vice President,

Strategic Finance, Investor Relations and Treasurer. Since joining Grocery Outlet in 2025, he has led the Company’s FP&A,

Treasury, Investor Relations and Strategic Finance functions and worked closely with the executive leadership team and Board on

key value creation initiatives, including store portfolio optimization, capital allocation, financial planning and investor communications.

Prior to joining Grocery Outlet, Mr. Ferry spent more than two decades in finance and investing, advising management teams and boards

on capital allocation, financial strategy, governance and shareholder value creation, including as a senior investment leader and partner

at Jackson Square Partners and in investment roles at Fidelity Management & Research and HarbourVest Partners.

“I am honored to serve as the company’s next Chief Financial

Officer,” said Mr. Ferry. “Grocery Outlet has a differentiated business model, an exceptional team and a significant

opportunity to create value for customers, independent operators, employees and shareholders. I look forward to working closely with Jason,

our leadership team and Board as we continue strengthening the business, investing in growth and executing our long-term strategy.”

Forward-Looking Statements:

This news release includes forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. All statements contained in this release other than statements of historical

fact, including statements regarding our future operating results and financial position, our business strategy and plans, our ability

to drive long-term value and business and market trends may constitute forward-looking statements. Words such as "anticipate,"

"believe," "estimate," "expect," "intend," "may," "outlook," "plan,"

"project," "seek," "will," and similar expressions, are intended to identify such forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ

materially from those expressed or implied by any forward-looking statements, including the following: failure of suppliers to consistently

supply the Company with opportunistic products at attractive pricing; inability to successfully identify trends and maintain a consistent

level of opportunistic products or general inventory; failure to maintain or increase comparable store sales; delay or disruption in funding

of benefits provided under government-funded assistance programs, such as the Supplemental Nutrition Assistance Program; any significant

disruption to our distribution network, the operations, technology and capacity of our distribution centers and our timely receipt of

inventory; risks associated with newly opened stores; risks associated with our growth strategy, including opening, relocating or remodeling

stores on schedule and on budget, as well as the revised near-term new store growth strategy as reflected in the restructuring plan adopted

in fiscal 2025 (the “Restructuring Plan”) and the Optimization Plan adopted in the first quarter of fiscal 2026 (the “Optimization

Plan”); risks associated with our store refresh initiatives, including that such efforts do not lead to improvements in operating

results or are more costly to implement than we anticipate; financial and operating impacts associated with our Optimization Plan; risks

related to our plan to operate certain newly opened stores as Company-operated stores; inflation, tariffs and other changes affecting

the market prices of the products we sell; failure to maintain our reputation and the value of our brand, including protecting our intellectual

property; inability to maintain sufficient levels of cash flow from our operations to fund our growth strategy; risks associated with

leasing substantial amounts of space; inability to attract, train and retain highly qualified employees or the loss of executive officers

or other key personnel; costs and successful implementation of marketing, advertising and promotions; natural or man-made disasters, climate

change, power outages, major health epidemics, pandemic outbreaks, terrorist acts, global political events or other serious catastrophic

events and the concentration of our business operations; unexpected costs and negative effects if we incur losses not covered by our insurance

program; difficulties associated with labor relations and shortages; failure to participate effectively in the growing online retail marketplace;

failure to properly integrate or achieve the expected benefits of any acquired businesses; risks associated with economic conditions;

risks associated with uncertainty and changes in U.S. trade policies, including tariffs; competition in the retail food industry; movement

of consumer trends toward private labels and away from name-brand products; risks associated with deploying our own private label brands;

inability to attract and retain qualified independent operators of the Company ("IOs"); failure of the IOs to successfully manage

their business; failure of the IOs to repay notes outstanding to the Company; inability of the IOs to avoid excess inventory shrink; any

loss or changeover of an IO; legal proceedings initiated against the IOs; legal challenges to the IO/independent contractor business model;

failure to maintain positive relationships with the IOs; risks associated with actions the IOs could take that could harm our business;

material disruption to information technology systems, including risks associated from our technology initiatives or third-party security

breaches or other disruptions; failure to maintain the security of information we hold, including relating to personal information or

payment card data; risks associated with products we and our IOs sell; risks associated with laws and regulations generally applicable

to retailers; legal or regulatory proceedings; our substantial indebtedness could affect our ability to operate our business, react to

changes in the economy or industry or pay debts and meet obligations; restrictive covenants in our debt agreements may restrict our ability

to pursue our business strategies, and failure to comply with any of these restrictions could result in acceleration of our debt; risks

associated with tax matters; changes in accounting standards and subjective assumptions, estimates and judgments by management related

to complex accounting matters; and the other factors discussed under "Risk Factors" in our most recent annual report on Form 10-K

and in other subsequent reports we file with the United States Securities and Exchange Commission (the "SEC"). Our periodic

filings are accessible on the SEC's website at www.sec.gov.

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

GroceryOutlet@ellipsista.com

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Period Type:

duration

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Period Type:

duration