T. Rowe Price (GO) discloses 18.6M shares, representing 19.0% stake

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. reported beneficial ownership of 18,633,810 shares of Grocery Outlet Holding Corp common stock, representing 19.0% of the class. The filing lists 18,580,182 shares of sole voting power and 18,633,810 shares of sole dispositive power. The statement includes a formal denial that the filer is the beneficial owner.

Insights

Institutional Ownership Analyst

Large passive holding disclosed: 18.6M shares (19.0%).

The amendment to Schedule 13G/A lists 18,633,810 shares and a 19.0% stake as of the reporting period. The filing states substantial sole voting and dispositive powers, indicating centralized voting authority within the reporting entity.

Ownership changes, voting coordination, or subsequent amendments would appear in future filings; this disclosure itself does not state trading activity or intent.

Corporate Governance Specialist

Filer asserts non-beneficial ownership while reporting control metrics.

The filing includes a verbatim declaration denying beneficial ownership while simultaneously supplying standard Schedule 13G/A voting and dispositive counts: 18,580,182 sole voting power and 18,633,810 sole dispositive power. This is a formal legal position frequently used by institutional filers.

Future governance implications depend on voting behavior at shareholder meetings; the filing does not describe any voting agreements or plans.

Key Figures

Shares beneficially owned: 18,633,810 shares Percent of class: 19.0% Sole voting power: 18,580,182 shares +3 more

6 metrics

Shares beneficially owned 18,633,810 shares reported on Schedule 13G/A

Percent of class 19.0% percent of common stock reported

Sole voting power 18,580,182 shares number with sole power to vote

Sole dispositive power 18,633,810 shares number with sole power to dispose

CUSIP 39874R101 Grocery Outlet Holding Corp common stock

Signature date 05/15/2026 signature date on amendment

Key Terms

Schedule 13G/A, Beneficial ownership, Sole Dispositive Power, CUSIP

4 terms

Schedule 13G/A regulatory

"Amendment No. 3 ) GROCERY OUTLET HOLDING CORP"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficial ownership regulatory

"Item 4. | Ownership (a) | Amount beneficially owned: 18633810"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Sole Dispositive Power regulatory

"(iii) Sole power to dispose or to direct the disposition of: 18633810"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

CUSIP technical

"COMMON STOCK 39874R101 03/31/2026"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

GROCERY OUTLET HOLDING CORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

39874R101

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 39874R101

1

Names of Reporting Persons

T. Rowe Price Investment Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 18,580,182.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 18,633,810.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,633,810.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GROCERY OUTLET HOLDING CORP
(b)	Address of issuer's principal executive offices: 5650 HOLLIS STREET, EMERYVILLE, CA, 94608
Item 2.
(a)	Name of person filing: T. Rowe Price Investment Management, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 39874R101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 18633810
(b)	Percent of class: 19.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 18580182
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 18633810
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Investment Management, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	05/15/2026

FAQ

What stake does T. Rowe Price report in Grocery Outlet (GO)?

T. Rowe Price reports beneficial ownership of 18,633,810 shares, equal to 19.0% of common stock. The filing provides share counts for voting and dispositive power, and includes a statement denying beneficial ownership.

How many votes does T. Rowe Price have for GO shares?

The filing lists 18,580,182 shares as sole voting power. It reports 0 shared voting power. The counts are reported on the Schedule 13G/A amendment and reflect the filer’s declared voting authority.

Does this Schedule 13G/A show that T. Rowe Price bought or sold GO shares?

This filing discloses ownership levels and voting/dispositive power; it does not state any specific purchases or sales. Transaction history or timing is not provided in the excerpt of the amendment.

What is the filing date or reporting period for this ownership disclosure?

The document references 03/31/2026 as a date line and the signature is dated 05/15/2026. Those dates anchor the reported ownership and the amendment signature respectively in the filing excerpt.