GO Filings — Grocery Outlet Holding Corp. - FilingSpy
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Grocery Outlet Holding Corp.
An extreme-value grocer that sells name-brand food and household goods at deep discounts, sourced from manufacturers' order cancellations and overruns in a rotating "treasure hunt" selection, through hundreds of independently operated stores across the US. It began in 1946 when founder Jim Read bought government surplus canned goods in San Francisco and resold them from vacant storefronts. Shoppers' astonished reactions to the markdowns gave the store's signature "WOW!" deals their name.
Grocery Outlet appoints Ian Ferry as CFO and Paul Miller as Chief Purchasing and Merchandising Officer.
Christopher M. Miller, EVP and CFO, will depart effective June 26, 2026, and will serve in a non-executive officer capacity until then.
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Matthew P. Delly, EVP and Chief Merchandising & Purchasing Officer, will depart effective June 12, 2026, and will serve in a non-executive officer capacity until then.
Ian Ferry was appointed EVP, CFO, and Treasurer effective June 9, 2026, with an annual base salary of $475,000 and target bonus of 60% of base salary.
Paul Miller was appointed EVP, Chief Purchasing and Merchandising Officer effective June 9, 2026, succeeding Matt Delly.
Susan Leary was promoted to Senior Vice President, Accounting and designated Principal Accounting Officer effective June 9, 2026, with an annual base salary of $300,000.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
All ten director nominees were re-elected to the Board of Directors, with each receiving a majority of votes cast.
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The 2026 annual meeting of stockholders was held on June 1, 2026.
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending January 2, 2027.
A non-binding advisory resolution on executive compensation was approved.
Stockholders voted to hold future advisory votes on executive compensation every year, and the company will follow that frequency.
5.07 Submission of Matters to a Vote of Security Holders
Grocery Outlet reports Q1 FY2026 net loss of $180.3M, including $158M goodwill impairment
Net sales increased 3.6% to $1.17 billion for the fiscal quarter ended April 4, 2026.
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Comparable store sales declined 1.0%, with a 3.1% decrease in average transaction size partially offset by a 2.1% increase in transactions.
Operating loss was $178.0 million, including a $158.0 million non-cash goodwill impairment and $18.2 million in restructuring charges.
Adjusted EBITDA was $43.1 million, or 3.7% of net sales, down from $51.9 million, or 4.6%, in the prior year.
The company reaffirmed fiscal 2026 guidance: net sales of $4.60-$4.72 billion, adjusted EBITDA of $220-$235 million, and diluted adjusted EPS of $0.45-$0.55.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Grocery Outlet expands board to 12, appoints Frances Allen and Felicia Thornton as independent directors.
Each new director will serve until the 2026 annual meeting of stockholders, when the Board's declassification takes effect.
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On April 1, 2026, Grocery Outlet Holding Corp. increased its Board from ten to twelve directors and appointed Frances L. Allen and Felicia D. Thornton as directors, effective the same day.
The Board determined both Allen and Thornton qualify as independent under Nasdaq listing requirements.
Allen brings over 40 years of consumer and food industry experience, including CEO roles at Checkers Drive-In Restaurants and Boston Market; Thornton brings over 30 years in grocery and retail, including executive roles at 99 Cents Only Stores and Albertsons.
Both will receive compensation under the company's non-employee director compensation policy and will enter into the company's customary indemnification agreement.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Grocery Outlet reports Q4 and fiscal 2025 results, announces plan to close 36 stores
Fourth quarter net sales rose 10.7% to $1.22 billion, including $82.4 million from the 53rd week.
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Fourth quarter net loss was $218.2 million, or $(2.22) per diluted share, versus net income of $2.3 million last year.
Fiscal 2025 net sales increased 7.3% to $4.69 billion; net loss was $224.9 million, or $(2.30) per diluted share.
Adjusted EBITDA for fiscal 2025 was $254.3 million, up 7.4% from the prior year.
The company adopted an Optimization Plan to close 36 underperforming stores, with estimated restructuring charges of $14 million to $25 million in fiscal 2026.
2.02 Results of Operations and Financial Condition · 2.05 Costs Associated with Exit or Disposal Activities · 9.01 Financial Statements and Exhibits
Grocery Outlet EVP and Chief Purchasing Officer Steve Wilson to retire effective March 20, 2026
Wilson will receive separation benefits under the company's Executive Severance Plan, as described in the 2025 proxy statement filed April 17, 2025.
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Steven K. Wilson, Executive Vice President and Chief Purchasing Officer, will depart Grocery Outlet Holding Corp. effective March 20, 2026.
Matt Delly, who joined Grocery Outlet last year as Chief Merchandising Officer, will assume leadership of purchasing and merchandising as Chief Merchandising and Purchasing Officer.
The integration of merchandising and purchasing under Delly is expected to increase efficiency and support the company's strategic objective of execution at scale.
Wilson will work with the leadership team over the coming months to ensure a smooth transition.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Grocery Outlet revises Q4 and FY2025 outlook after November sales hit by government shutdown.
Grocery Outlet reported preliminary November 2025 comparable store sales declined approximately 8.2% for EBT transactions and 0.5% for non-EBT transactions.
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The U.S. government shutdown adversely impacted federally-funded assistance program benefits, including SNAP, affecting customer spending.
For Q4 fiscal 2025, the company now expects comparable store sales to be approximately flat and diluted adjusted EPS at the low end of its prior $0.21–$0.23 range.
For full-year fiscal 2025, the company expects comparable store sales growth at the low end of its prior 0.6%–0.9% range and diluted adjusted EPS at the low end of its prior $0.78–$0.80 range.
The company is presenting at the Morgan Stanley Global Consumer & Retail Conference on December 3, 2025, with a live webcast available.