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Grocery Outlet (NASDAQ: GO) SVP Leary details RSU and PSU equity awards

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. executive Susan Michelle Leary, SVP of Accounting, reported her initial ownership on a Form 3. She holds 46,209 shares of common stock directly, which includes 34,212 unvested restricted stock units that convert into one share each as they vest over multiple dates through 2029.

She also holds 18,809 performance stock units, each tied to one share of common stock, that are earned based on share price goals over a three-year performance period ending at the close of fiscal 2028. Depending on performance, she may earn between 0% and 200% of this PSU amount, and additional performance-based RSUs from 2024 and 2025 grants may vest if their conditions are achieved.

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Insider Leary Susan Michelle
Role SVP, Accounting
Type Security Shares Price Value
holding Performance Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Stock Unit — 18,809 shares (Direct); Common Stock — 46,209 shares (Direct)
Footnotes (1)
  1. Includes 34,212 unvested restricted stock units ("RSUs") previously granted on various dates to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs are subject to the reporting person's completion of service through the following vesting dates: (i) 782 unvested RSUs granted on February 29, 2024 will vest on March 1, 2027; (ii) 3,567 unvested RSUs granted on February 28, 2025 will vest in two remaining equal installments on March 1 of each of 2027 and 2028; (iii) 3,627 unvested RSUs granted on June 12, 2025 will vest in two remaining equal installments on May 20 of each of 2027 and 2028; (iv) 12,540 RSUs granted on March 12, 2026 will vest in three equal installments on March 1 of each of 2027, 2028 and 2029; and (v) 13,696 RSUs granted on March 12, 2026 will vest on March 1, 2027. Does not include the following unvested performance-based RSUs ("PSUs") which are eligible to vest upon the achievement of certain performance-based vesting conditions: (i) up to an additional 3,518 unvested PSUs granted on February 29, 2024 at target achievement (or up to an additional 7,036 unvested PSUs at maximum achievement); and (ii) up to an additional 8,025 unvested PSUs granted on February 28, 2025 at target achievement (or up to an additional 16,050 unvested PSUs at maximum achievement). Represents a grant of PSUs. Each PSU represents a right to receive one share of the Issuer's common stock upon vesting. The PSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending on the last day of the Issuer's fiscal year 2028. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's continued employment or service with the Issuer as contemplated in the PSU Award Agreement.
Common stock holdings 46,209 shares Total common stock following Form 3 reporting
Unvested RSUs included in common stock 34,212 RSUs Restricted stock units converting 1:1 into common shares upon vesting
Performance stock units granted 18,809 PSUs Each PSU tied to one share, performance period through fiscal 2028
Additional 2024 PSUs at target 3,518 PSUs Unvested performance-based RSUs from February 29, 2024 grant at target
Additional 2024 PSUs at maximum 7,036 PSUs Unvested performance-based RSUs from February 29, 2024 grant at maximum
Additional 2025 PSUs at target 8,025 PSUs Unvested performance-based RSUs from February 28, 2025 grant at target
Additional 2025 PSUs at maximum 16,050 PSUs Unvested performance-based RSUs from February 28, 2025 grant at maximum
PSU payout range 0–200% Potential percentage of reported PSU amount based on performance
restricted stock units financial
"Includes 34,212 unvested restricted stock units ("RSUs") previously granted on various dates"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"The RSUs are subject to the reporting person's completion of service through the following vesting dates"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
performance-based RSUs financial
"Does not include the following unvested performance-based RSUs ("PSUs") which are eligible to vest"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
Performance Stock Unit financial
"Represents a grant of PSUs. Each PSU represents a right to receive one share"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
three-year performance period financial
"during a three-year performance period ending on the last day of the Issuer's fiscal year 2028"
Compensation Committee financial
"The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Grocery Outlet (GO) executive Susan Leary report on this Form 3?

Susan Michelle Leary reported her initial ownership as an insider of Grocery Outlet. She holds 46,209 common shares, including unvested RSUs, and 18,809 performance stock units that may convert into shares if vesting conditions are met.

How many Grocery Outlet (GO) common shares does Susan Leary beneficially own?

Susan Leary reported 46,209 shares of Grocery Outlet common stock. This figure includes 34,212 unvested restricted stock units that will each convert into one share as they vest according to specified schedules through 2029.

What performance stock units (PSUs) does Susan Leary hold in Grocery Outlet (GO)?

She holds 18,809 performance stock units, each representing one share of common stock. These PSUs are earned based on share price goals during a three-year period ending with fiscal 2028, with a potential payout range of 0–200% of the reported amount.

When do Susan Leary’s restricted stock units in Grocery Outlet (GO) vest?

Her unvested RSUs vest on several future dates. Grants from 2024, 2025, and 2026 vest in installments on March 1 or May 20 of 2027, 2028, and 2029, provided she continues her service with Grocery Outlet.

Are there additional performance-based RSUs disclosed for Grocery Outlet (GO) SVP Susan Leary?

Yes. The filing notes additional unvested performance-based RSUs from 2024 and 2025 grants. At target, these total 11,543 PSUs, and at maximum performance they could reach 23,086 PSUs, separate from the 18,809 PSUs reported as granted.

What determines how many Grocery Outlet (GO) PSUs Susan Leary ultimately receives?

The number of PSUs she earns depends on achieving specified share price goals over a three-year performance period ending with fiscal 2028. The Compensation Committee will certify performance, and she can receive from 0% up to 200% of the reported PSU amount.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Leary Susan Michelle

(Last)(First)(Middle)
C/O GROCERY OUTLET HOLDING CORP.
5650 HOLLIS STREET

(Street)
EMERYVILLE CALIFORNIA 94608

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2026
3. Issuer Name and Ticker or Trading Symbol
Grocery Outlet Holding Corp. [ GO ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Accounting
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock46,209(1)(2)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Unit (3) (3)Common Stock18,809(3)D
Explanation of Responses:
1. Includes 34,212 unvested restricted stock units ("RSUs") previously granted on various dates to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs are subject to the reporting person's completion of service through the following vesting dates: (i) 782 unvested RSUs granted on February 29, 2024 will vest on March 1, 2027; (ii) 3,567 unvested RSUs granted on February 28, 2025 will vest in two remaining equal installments on March 1 of each of 2027 and 2028; (iii) 3,627 unvested RSUs granted on June 12, 2025 will vest in two remaining equal installments on May 20 of each of 2027 and 2028; (iv) 12,540 RSUs granted on March 12, 2026 will vest in three equal installments on March 1 of each of 2027, 2028 and 2029; and (v) 13,696 RSUs granted on March 12, 2026 will vest on March 1, 2027.
2. Does not include the following unvested performance-based RSUs ("PSUs") which are eligible to vest upon the achievement of certain performance-based vesting conditions: (i) up to an additional 3,518 unvested PSUs granted on February 29, 2024 at target achievement (or up to an additional 7,036 unvested PSUs at maximum achievement); and (ii) up to an additional 8,025 unvested PSUs granted on February 28, 2025 at target achievement (or up to an additional 16,050 unvested PSUs at maximum achievement).
3. Represents a grant of PSUs. Each PSU represents a right to receive one share of the Issuer's common stock upon vesting. The PSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending on the last day of the Issuer's fiscal year 2028. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's continued employment or service with the Issuer as contemplated in the PSU Award Agreement.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney.
/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact06/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)