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Grocery Outlet

Logo: Grocery Outlet, Public domain, via Wikimedia Commons4

American retail company

Grocery Outlet Holding Corp. is an American discount closeout retailer consisting exclusively of supermarket locations that offer discounted, overstocked, and closeout products from name-brand and private-label suppliers. The company has stores in California, Oregon, Washington, Idaho, Nevada, Maryland, Pennsylvania, New Jersey, Ohio, and Delaware. The vast majority of Grocery Outlet's stores are independently operated by local married couples.3 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$4.7BRevenue, fiscal 20265
-$224.9MNet income, fiscal 20265
1946Founded1

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  • TickerGO on Nasdaq1
  • Industryretail1
  • HeadquartersEmeryville1
  • Websitewww.groceryoutlet.com
  • Incorporated inDE6
  • Business address5650 Hollis Street, Emeryville, Ca 946086
  • Filer categoryLarge accelerated filer6
Grocery Outlet, Chico (2026)-L1000884
Photo: Frank Schulenburg, CC BY-SA 4.0, via Wikimedia Commons9

Grocery Outlet Holding Corp. is an American discount closeout retailer consisting exclusively of supermarket locations that offer discounted, overstocked, and closeout products from name-brand and private-label suppliers. The company has stores in California, Oregon, Washington, Idaho, Nevada, Maryland, Pennsylvania, New Jersey, Ohio, and Delaware.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

30.3%Gross margin5
-4.7%Operating margin5
-4.8%Net margin5
-22.9%Return on equity5
0.49×Debt to equity5
$23.8MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue70¢$3.3B
  • Selling, general and admin28¢$1.3B
  • Other costs1¢$62.7M
  • Income tax1¢$24.3M

Out of $4.7B in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2026

  • Capital spending89¢$198.3M
  • Kept or used elsewhere11¢$23.8M

Out of $222.1M of cash from operations.5

Financial statements

Revenue1011125$4.7B in 2026+83% since 2019
0$2.0B$4.0B$6.0B2019: $2.6B$2.6B20192021: $3.1B$3.1B2021+22%2022: $3.6B$3.6B2022+14%2023: $4.0B$4.0B2023+11%2024: $4.4B$4.4B2024+10%2026: $4.7B$4.7B2026+7%
Gross profit1011125$1.4B in 2026+80% since 2019
0$500.0M$1.0B$1.5B2019: $787.1M$787.1M20192021: $973.3M$973.3M2021+24%2022: $1.1B$1.1B2022+12%2023: $1.2B$1.2B2023+14%2024: $1.3B$1.3B2024+6%2026: $1.4B$1.4B2026+7%
Operating income1011125-$221.7M in 2026
-$300.0M-$200.0M-$100.0M0$100.0M$200.0M2019: $68.3M$68.3M20192021: $107.4M$107.4M2021+57%2022: $95.0M$95.0M2022−12%2023: $125.8M$125.8M2023+32%2024: $78.3M$78.3M2024−38%2026: -$221.7M-$221.7M2026
Net income1011125-$224.9M in 2026
-$300.0M-$200.0M-$100.0M0$100.0M$200.0M2019: $15.4M$15.4M20192021: $106.7M$106.7M2021+592%2022: $65.1M$65.1M2022−39%2023: $79.4M$79.4M2023+22%2024: $39.5M$39.5M2024−50%2026: -$224.9M-$224.9M2026
Fiscal year20192020202120222023202420252026
Revenue$2.6B10$3.1B11$3.6B12$4.0B5$4.4B5$4.7B5
Cost of revenue$1.8B10$2.2B11$2.5B12$2.7B5$3.0B5$3.3B5
Gross profit$787.1M10$973.3M11$1.1B12$1.2B5$1.3B5$1.4B5
Selling, general and admin$639.4M10$772.4M11$997.1M12$1.1B5$1.2B5$1.3B5
Operating expenses$997.1M11
Operating income$68.3M10$107.4M11$95.0M12$125.8M5$78.3M5-$221.7M5
Income before tax$75.7M12$104.1M5$56.2M5-$249.2M5
Income tax$1.4M10-$19.6M11$10.7M12$24.6M5$16.7M5-$24.3M5
Net income$15.4M10$106.7M11$65.1M12$79.4M5$39.5M5-$224.9M5
Earnings per share$0.2010$1.1611$0.6712$0.805$0.405-$2.305
Earnings per share (diluted)$0.1910$1.0811$0.6512$0.795$0.405-$2.305
Shares (weighted, basic)96.8M shares1298.7M shares598.7M shares598.0M shares5
Shares (weighted, diluted)100.2M shares12100.8M shares599.6M shares598.0M shares5

Compare Grocery Outlet with another company

Corporate structure

Grocery Outlet sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Grocery Outlet

  • Grocery Outlet Emeryville
    • BBGO Acquisition, Inc. Subsidiary · Delaware, United States
    • The Bargain Barn, Inc. Subsidiary · Tennessee, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Grocery Outlet reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.3B5 Jan 3, 2026$1.2B5 Dec 28, 2024+6.8%
Accumulated depreciation$577.8M5 Jan 3, 2026$486.6M5 Dec 28, 2024+18.7%
Property and equipment, net$743.0M5 Jan 3, 2026$750.4M5 Dec 28, 2024−1.0%
Finance-lease assets$2.6M5 Jan 3, 2026$3.7M5 Dec 28, 2024−28.8%
Operating-lease assets (leased space)$1.1B5 Jan 3, 2026$1.0B5 Dec 28, 2024+7.4%

Real estate and locations

ItemLatestA year beforeChange
Stores5705 Jan 3, 202653312 Dec 28, 2024+6.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$69.6M5 Jan 3, 2026$62.8M5 Dec 28, 2024+10.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$633.8M5 Jan 3, 2026$782.7M5 Dec 28, 2024−19.0%
Intangible assets, net (excluding goodwill)$78.4M5 Jan 3, 2026$78.8M5 Dec 28, 2024−0.5%
Finite-lived intangibles, gross$160.2M5 Jan 3, 2026$143.5M5 Dec 28, 2024+11.6%
Accumulated amortization$91.1M5 Jan 3, 2026$74.3M5 Dec 28, 2024+22.6%
Finite-lived intangibles, net$69.1M5 Jan 3, 2026$69.2M5 Dec 28, 2024−0.2%

Inventory

ItemLatestA year beforeChange
Finished goods$382.0M5 Jan 3, 2026$394.2M5 Dec 28, 2024−3.1%

Properties, in its own words

As of January 3, 2026, we leased all of our 570 stores and each of our self-operated distribution centers and warehouse facilities. Our stores are located in California (284), Washington (76), Oregon (63), Pennsylvania (39), Tennessee (24), Idaho (17), Nevada (16), Maryland (15), Ohio (11), New Jersey (9), North Carolina (8), Georgia (4), Alabama (1), Delaware (1), Kentucky (1) and Virginia (1). Our initial lease terms for store locations are typically ten to fifteen years with options to renew for three or four successive five-year periods. As of January 3, 2026, our 570 total stores averaged approximately 13,600 square feet on the sales floor. Our corporate headquarters, located in Emeryville, California, is leased under an agreement that expires in 2028, with an option to renew for a five-year period. We self-operate four primary distribution centers, one of which we are in process of relocating to a new distribution center space with a lease commencement in August 2025 and operations commencing in January 2026. Including the relocated distribution center, our primary distribution centers range from approximately 100,000 square feet to approximately 700,000 square feet. Including options to renew, our primary distribution centers have leases expiring between 2026 and 2037.

We believe that our corporate and distribution center facilities are in good operating condition and adequate to support the current needs of our business. We intend to continue to invest in our distribution and logistics infrastructure in order to support our anticipated store growth over the long term, including as we enter new geographies.

Item 2 of the 10-K filed Mar 4, 2026.19

The story

James Read founded the company on June 11, 1946, in San Francisco, California. He bought government surplus food products and sold them in previously vacant stores throughout San Francisco. He named his new company Cannery Sales. In 1970, Cannery Sales acquired Globe of California and renamed it Canned Foods Warehouse. Canned Foods Warehouse changed to selling closeout, factory second, and discounted products. In 1971 Canned Foods Warehouse signed its first agreement with a supplier, Del Monte Foods. It later signed agreements with companies such as ConAgra, the Quaker Oats Company, and Revlon. Canned Foods Warehouse opened its first independent store in Redmond, Oregon, in 1973.

Following founder James Read's death in 1982, his sons Steven and Peter took over company management. In 1987, the company was renamed Grocery Outlet. Grocery Outlet's 100th store opened in 1995.

In 2001, Grocery Outlet acquired all remaining liquidated inventories of Webvan following the online grocery delivery service's bankruptcy. During the same year, Grocery Outlet acquired online retailer Wine.com's remaining inventory following that retailer's bankruptcy. In 2002, the company changed its corporate name to Grocery Outlet, Inc.

Grocery Outlet purchased 16 Yes!Less grocery stores in Texas and another in Shreveport, Louisiana, from Dallas, Texas-based Fleming Cos. in January 2003. All 17 stores were closed by May 2004.

The company promoted MacGregor Read and Eric Lindberg to co-CEO in 2006. Prior to their appointment, Read was vice president of real estate and Lindberg vice president of purchasing for the company. They took over for Steven Read, who became executive chairman of Grocery Outlet. MacGregor Read is the son of Steven Read and Lindberg the son-in-law of Grocery Outlet Chairman Peter Read. MacGregor Read is the third generation of the Read family to serve as CEO of Grocery Outlet.

In 2007, the United States Court of Appeals for the Ninth Circuit awarded Albertsons an injunction against Grocery Outlet over its use of the Lucky brand name in a Rocklin, California, store. In 2009, the company added "Bargain Market" to its store branding.

In 2011, Grocery Outlet acquired the Pennsylvania-based chain Amelia's Grocery Outlet.

In 2009, Berkshire Partners became an investor in Grocery Outlet. In 2014, private equity fund Hellman & Friedman LLC agreed to partner with senior management and acquire Grocery Outlet from principal owner Berkshire Partners LLC.

Read the full text

In December 2018, the Board of Directors appointed Eric Lindberg to Chief Executive Officer and MacGregor Read to Vice Chairman.

In June 2019, Grocery Outlet went public and shares of Grocery Outlet's common stock began trading on Nasdaq Global Select Market on June 20, 2019, under the symbol "GO".

In January 2023, RJ Sheedy, who already held the title of president, also assumed the role of CEO.

On March 4, 2026, Grocery Outlet announced the closure of 36 locations, 24 of which are in the eastern United States. Grocery Outlet president and CEO Jason Potter said that the retailer's fourth quarter results were "unacceptable" and that there is "more work to do than we expected".

From Wikipedia’s article on Grocery Outlet, shared under CC BY-SA 4.0.7

Leadership

Who has led Grocery Outlet, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (31)

Products and brands

Inventory comes primarily from overstocks and closeouts of name-brand groceries, as well as private-label groceries. Grocery Outlet buys mostly closeout or seasonal merchandise, so particular brand names change often. The company's stores also carry food staples such as fresh meat, dairy and bread. All products sold by Grocery Outlet are purchased directly from manufacturers, never from other retail stores. One of the most popular sections in Grocery Outlet is labeled NOSH (natural, organic, specialty and healthy). Mainly because of this section, Grocery Outlet has attracted followers who want to buy ethical items (often vegan and/or plant-based) on a budget.

From Wikipedia’s article on Grocery Outlet, shared under CC BY-SA 4.0.7

Subsidiaries and ownership

Owners

Subsidiaries (Exhibit 21)

  • BBGO Acquisition, Inc. Delaware8
  • Grocery Outlet Inc. California8
  • The Bargain Barn, Inc. Tennessee8

From Wikidata.1 The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 12, 20268-K Results of operations55
  2. Jun 9, 20268-K Executive or director change; Regulation FD disclosure56
  3. Jun 3, 20268-K Shareholder vote57
  4. May 13, 20268-K Results of operations58
  5. Apr 2, 20268-K Executive or director change; Regulation FD disclosure59
  6. Mar 4, 20268-K Results of operations; Exit or restructuring costs60
  7. Jan 13, 20268-K Executive or director change61
  8. Dec 3, 20258-K Regulation FD disclosure62
  9. Nov 4, 20258-K Results of operations63
  10. Aug 26, 20258-K Regulation FD disclosure64
  11. Aug 5, 20258-K Results of operations65
  12. Jun 26, 20258-K Executive or director change; Regulation FD disclosure66
  13. Feb 11, 2025New chief executive Jason J. N. Potter becomes CEO20
  14. Mar 6, 2023New chief executive Robert Joseph Sheedy Jr. becomes CEO21
  15. Jun 20, 2019New chief executive Eric J. Lindberg Jr. becomes CEO22
  16. 1946Founded Founded1

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.21 a share, on Nov 4, 2025.67

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results55
  2. May 13, 2026Reported quarterly or annual results58
  3. Mar 4, 2026Reported quarterly or annual results60
  4. Nov 4, 2025Reported quarterly or annual results63
  5. Aug 5, 2025Reported quarterly or annual results65
  6. May 6, 2025Reported quarterly or annual results68
  7. Feb 25, 2025Reported quarterly or annual results69
  8. Nov 5, 2024Reported quarterly or annual results70

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

552 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 46 major events, 327 insider forms, 49 large holders, 110 other. The latest 20:

  1. Sep 4, 2026144 EDGAR
  2. Aug 31, 20264 EDGAR
  3. Aug 24, 20264 EDGAR
  4. Aug 21, 20264 EDGAR
  5. Aug 21, 2026144 EDGAR
  6. Aug 19, 2026SCHEDULE 13G EDGAR
  7. Aug 17, 2026144 EDGAR
  8. Aug 14, 2026SCHEDULE 13G EDGAR
  9. Aug 12, 202610-Q EDGAR
  10. Aug 12, 20268-K EDGAR
  11. Jun 29, 20264 EDGAR
  12. Jun 22, 20264 EDGAR
  13. Jun 16, 20264 EDGAR
  14. Jun 16, 20263 EDGAR
  15. Jun 16, 20264 EDGAR
  16. Jun 16, 20263 EDGAR
  17. Jun 16, 20264 EDGAR
  18. Jun 16, 20263 EDGAR
  19. Jun 9, 20268-K EDGAR
  20. Jun 5, 2026SCHEDULE 13G/A EDGAR

The 552 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

219 open-market trades by officers, directors and large owners since October 2021: 33 buys and 186 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 27, 2026Jaros Carey F.DirectorBuy15,000$11.70$175.5KForm 4
Aug 21, 2026Kerr Frank MichaelSee RemarksSale1,432$11.30$16.2KForm 4
Aug 20, 2026Miller Paul BlaineSee RemarksBuy8,000$10.90$87.2KForm 4
Jun 25, 2026Miller Paul BlaineSee RemarksBuy5,000$9.50$47.5KForm 4
Jun 18, 2026Miller Paul BlaineSee RemarksBuy10,000$9.37$93.7KForm 4
Apr 1, 2026Bortner Andrea ReneeSee RemarksSale1,851$7.00$13.0KForm 4
Mar 27, 2026Ragatz Erik D.DirectorBuy125,000$7.06$882.5KForm 4
Mar 24, 2026Potter Jason J. N.President and CEOBuy2,556$6.68$17.1KForm 4
Mar 23, 2026Potter Jason J. N.President and CEOBuy110,252$6.35$700.1KForm 4
Mar 19, 2026Potter Jason J. N.President and CEOBuy286,097$5.90$1.7MForm 4
Mar 19, 2026Ragatz Erik D.DirectorBuy50,000$5.75$287.5KForm 4
Mar 18, 2026Ragatz Erik D.DirectorBuy33,997$5.85$198.9KForm 4
Mar 17, 2026Ragatz Erik D.DirectorBuy16,003$5.85$93.6KForm 4
Mar 16, 2026Bortner Andrea ReneeSee RemarksSale3,705$6.06$22.5KForm 4
Mar 16, 2026Wilson Steven K.EVP, Chief Purchasing OfficerSale4,721$6.06$28.6KForm 4
Mar 16, 2026Thompson Luke DEVP, GC and SecretarySale3,425$6.06$20.8KForm 4
Mar 16, 2026Ragatz Erik D.DirectorBuy100,000$6.09$609.0KForm 4
Mar 11, 2026Ragatz Erik D.DirectorBuy125,000$6.00$750.0KForm 4
Mar 10, 2026Jaros Carey F.DirectorBuy40,000$6.26$250.4KForm 4
Mar 10, 2026Bortner Andrea ReneeSee RemarksSale1,630$6.30$10.3KForm 4

All 219 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jason PotterPresident and Chief Executive Officer55$925.5K$9.5M88
2025Christopher M. MillerEVP, Chief Financial Officer65$538.1K$2.3M88
2025Steven K. WilsonEVP, Chief Purchasing Officer$477.1K$1.8M88
2025Ramesh ChikkalaFormer Chief Operations Officer$215.6K$1.7M88
2025Pamela B. BurkeFormer Chief Stores Officer$381.9K$1.6M88
2025Andrea R. BortnerEVP, Chief Human Resources Officer64$472.4K$1.5M88
2025Luke D. ThompsonEVP, General Counsel and Secretary53$445.1K$1.4M88
2025Eric J. Lindberg, Jr.Former Interim President and Chief Executive Officer55$92.2K$876.1K88
2025Lindsay E. GrayFormer Interim Chief Financial Officer$144.9K$664.3K88
2024Eric J. Lindberg, Jr.Former Interim President and Chief Executive Officer55$159.2K$4.8M88
2024Ramesh ChikkalaFormer Chief Operations Officer$469.8K$1.8M88
2024Steven K. WilsonEVP, Chief Purchasing Officer$463.5K$1.7M88
2024Pamela B. BurkeFormer Chief Stores Officer$507.7K$1.6M88
2024Andrea R. BortnerEVP, Chief Human Resources Officer64$458.9K$1.4M88
2024Lindsay E. GrayFormer Interim Chief Financial Officer$344.4K$1.2M88
2023Steven K. WilsonEVP, Chief Purchasing Officer$448.8K$1.9M88
2023Pamela B. BurkeFormer Chief Stores Officer$482.3K$1.8M88
2023Andrea R. BortnerEVP, Chief Human Resources Officer64$440.1K$1.7M88
2023Eric J. Lindberg, Jr.Former Interim President and Chief Executive Officer55$163.0K$388.0K88

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.15,274,566$152.4M0.0%+492,133
Vanguard Portfolio Management LLC6,077,685$60.7M0.0%+42,773
J. Goldman & Co LP4,800,748$47.9M1.7%+3,166,617
State Street Corp4,457,277$44.5M0.0%−71,762
Vanguard Capital Management LLC4,205,266$42.0M0.0%+79,744
Marshall Wace, Llp4,162,427$41.5M0.0%+618,160
Millennium Management LLC2,919,921$29.1M0.0%+396,750
Fund 1 Investments, LLC2,732,505$27.3M4.8%New
Geode Capital Management, LLC2,525,886$25.2M0.0%+104,430
Mill Road Capital Management LLC2,453,897$24.5M12.1%+83,000
Becker Capital Management Inc2,261,683$22.6M0.6%−315,780
Charles Schwab Investment Management Inc2,115,245$21.1M0.0%+226,095
Clearbridge Investments, LLC2,019,333$20.2M0.0%−386,661
Aqr Capital Management LLC2,037,069$19.8M0.0%+1,946,399
First Eagle Investment Management, LLC1,972,012$19.7M0.0%New
Goldman Sachs Group Inc1,719,807$17.2M0.0%−579,365
Whitebark Investors LP1,619,274$16.2M12.5%No change
Ameriprise Financial Inc1,481,368$14.8M0.0%−100,702
Invesco Ltd.1,411,801$14.1M0.0%−836,426
Morgan Stanley1,365,560$13.6M0.0%−113,436
Hotchkis & Wiley Capital Management LLC1,307,820$13.1M0.0%+289,290
Quantinno Capital Management LP1,246,561$12.4M0.0%+816,692
ExodusPoint Capital Management, LP1,226,419$12.2M0.1%+1,154,622
Dana Investment Advisors, Inc.1,152,814$11.5M0.3%−18,657
Solas Capital Management, LLC1,139,058$11.4M6.1%−256,127

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

2 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Mar 6, 2023Daniel S. GoldmanDemocratic, HouseSale$1,001 - $15,000+142.8%Report
Jan 28, 2021Susie LeeDemocratic, HouseSale$1,001 - $15,000+174.2%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Grocery Outlet is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARGrocery Outlet Holding Corp.2
  • CIK0001771515
  • Employer ID (EIN)47-187420119
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company19
  • Incorporated inDelaware19
  • Fiscal year endsJanuary 22
  • Industry code (SIC)5411 Retail-Grocery Stores2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address5650 Hollis Street, Emeryville, CA 946082
  • Phone(510) 845-19992
  • Shares outstanding99,084,492 as of Aug 6, 202614
  • Public float$1.2B as of Jun 27, 202519
  • AuditorDELOITTE & TOUCHE LLP, San Francisco, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting19
  • On EDGAR sinceMar 26, 20192
  • Filings887 in all: 4 (516), 144 (87), 8-K (69), 3 (38), SC 13G/A (32), 10-Q (22), SC 13G (14), SCHEDULE 13G/A (13)2
    All 31 form types

    4/A (10), CORRESP (8), DEFA14A (8), 10-K (7), DEF 14A (7), UPLOAD (7), S-8 (6), S-1/A (5), SCHEDULE 13G (5), 424B4 (4), DRS (4), EFFECT (4), S-1 (4), 5 (3), ARS (3), 10-Q/A (2), PRE 14A (2), S-1MEF (2), 10-K/A (1), 8-A12B (1), CERT (1), DRS/A (1), DRSLTR (1)

  • Latest filingsAnnual report (10-K) Mar 4, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 21, 2026
    Latest 8-K (8-K) Aug 12, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareGONasdaq Global Select Market

From the cover page of the 10-K filed Mar 4, 2026 (Section 12(b) of the Exchange Act).19

Risk factors and legal proceedings

The risks Grocery Outlet names in Item 1A of its 10-K filed Mar 4, 2026: 47 risks under these headings, as written.19

  • Risks Related to Our Operations
  • Risks Related to Our Business Environment
  • Risks Related to Our IO Model
  • Risks Related to our Information Technology Systems, Data Protection and Cybersecurity
  • Risks Related to Legal and Regulatory Risks
  • Risks Associated with our Indebtedness
  • Risks Related to Accounting, Tax and Financial Statement Matters
  • Risks Related to Our Common Stock
  • We depend on suppliers to consistently supply us with opportunistic products at attractive pricing, which is generally not in our control.
  • We may not be able to successfully identify trends to meet consumer demand and maintain an appropriate level of opportunistic products or general inventory.
  • If we are not able to continue to achieve comparable store growth over the long term, our profitability and performance could be materially adversely impacted.
  • Significant disruption in our distribution and transportation network, our timely receipt of inventory, and adequate distribution center capacity and technology have had in recent years, and could continue to have, an adverse impact on our operating performance.
The other 43 risks
  • Our newly opened stores may negatively impact our financial results in the short-term and/or may not achieve sales and operating levels consistent with our more mature stores on a timely basis or at all.
  • Our long-term growth strategy is highly dependent on our ability to identify and open future store locations and relocate or remodel existing store locations in new and existing markets.
  • We are implementing a revised near-term growth strategy, including through the Restructuring Plan and Optimization Plan, and we may not achieve expected benefits on a timely basis or at all, we may incur unexpected costs and liabilities, and our operations and financial performance may be materially and adversely impacted.
  • We plan to operate certain of our newly opened stores in fiscal 2026 as Company-operated stores and may utilize this approach thereafter, which differs from our historical practice and subjects us to additional risks and uncertainties.
  • Because we are an extreme value retailer and compete for customers to a substantial degree based on price, changes affecting the market prices of the products we sell, many of which we cannot control, including due to inflation or deflation, competition, supplier increases in freight, supply or other operating costs, including energy prices, or worsening economic conditions, could materially adversely affect our financial condition and operating results.
  • If we fail to maintain our reputation and the value of our brand, including protection of our intellectual property rights, our sales and operating results may decline.
  • If we fail to maintain our reputation and the value of our brand, the carrying value of our goodwill and other intangible assets may be impaired.
  • We will require significant capital to fund our expanding business. If we are unable to maintain sufficient levels of cash flow from our operations, we may not be able to execute or sustain our growth strategy or we may require additional financing, which may not be available to us on satisfactory terms or at all.
  • We are subject to risks associated with leasing substantial amounts of space, including future increases in occupancy costs.
  • If we or our IOs are unable to attract, train and retain qualified employees, our financial performance may be negatively affected. Additionally, our success depends in part on our executive officers and other key personnel.
  • Our success depends upon the successful implementation of our marketing, advertising and promotional efforts.
  • Natural or man-made disasters, climate change, power outages, major health epidemics, pandemics, terrorist acts, global political events and other serious catastrophic events could disrupt our business, may expose us to unexpected costs and negatively affect our financial performance. The current concentration of our stores creates an exposure to local or regional impacts of such events and local economic downturns.
  • We may incur losses not covered by our insurance or claims may differ from our estimates.
  • Labor relation difficulties could materially adversely affect our business.
  • Our failure to participate effectively in the growing online retail marketplace may adversely affect our business.
  • We may, from time to time, pursue or consummate acquisitions and other transactions as part of our long-term business and real estate strategy. Any strategic acquisitions and other transactions may involve transaction and integration risks that could have a material adverse effect on our business, financial condition and results of operations, and we may not realize the anticipated benefits of any consummated transaction.
  • Economic conditions and other economic factors may materially adversely affect our financial performance and other aspects of our business by negatively impacting our customers' disposable income or discretionary spending, increasing our costs and expenses, affecting our ability to plan and execute our strategic initiatives, and materially adversely affecting our sales, results of operations and performance.
  • Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
  • Food retailers provide alternative options for consumers and compete aggressively to win those consumers; our failure to offer a compelling value proposition to consumers could limit our growth opportunities.
  • Our private label brands may not be successful and may increase certain risks that we face.
  • If we are unable to attract and retain qualified IOs, our financial performance may be negatively affected.
  • If the IOs are not successful in managing their business, our financial results and brand image could be negatively affected.
  • Failure of the IOs to repay IO Notes outstanding to us may materially adversely affect our financial performance.
  • If the IOs are unable to avoid excess inventory shrink, our business and results of operations may be adversely affected.
  • Our Operator Agreements may be terminated by either party and upon short notice, and any loss or changeover of an IO may cause material business disruptions.
  • Legal proceedings initiated against the IOs could materially impact our business, reputation, financial condition, results of operations and cash flows.
  • In the past, certain business models that use independent contractors to sell directly to customers have been subject to challenge under various laws, including laws relating to franchising, misclassification and joint employment. If our business model is determined to be a franchise, if IOs are found not to be independent contractors, but our employees, or if we are found to be a joint employer of an IO's employees, our business and operations could be materially adversely affected.
  • Our success depends on our ability to maintain positive relationships with the IOs and any failure to maintain our relationships on positive terms could materially adversely affect our business, reputation, financial condition and results of operations.
  • The IOs could take actions that could harm our business.
  • Risks Related to Our Information Technology Systems, Data Protection and Cybersecurity
  • Any material challenges or difficulties in maintaining or updating our existing technology, including developing or implementing new technology could have a material adverse effect on our business or results of operations.
  • Any failure to maintain the security of information we hold relating to personal information or payment card data of our customers, employees and suppliers, whether as a result of cybersecurity attacks or otherwise, could subject us to litigation, government enforcement actions and costly response measures, and could materially disrupt our operations and harm our reputation and sales.
  • Security breaches and other disruptions to our information technology networks and systems, including a disruption related to cybersecurity, could interfere with our operations and the operations of the IOs and our suppliers, any of which could have a material adverse effect on our business and financial performance.
  • Legal and Regulatory Risks
  • Real or perceived concerns that products we and the IOs sell could cause unexpected side effects, illness, injury or death could expose us to lawsuits and harm our reputation, which could result in unexpected costs.
  • We are subject to laws and regulations generally applicable to retailers. Compliance with, failure to comply with, or changes to such laws and regulations could have a material adverse effect on our business and financial performance.
  • Legal proceedings from customers, suppliers, employees, governments or competitors could materially impact our business, reputation, financial condition, results of operations and cash flows.
  • Risks Associated with Our Indebtedness
  • Our substantial indebtedness could materially adversely affect our financial condition and our ability to operate our business, react to changes in the economy or industry or pay our debts and meet our obligations under our debt and could divert our cash flow from operations for debt payments.
  • Restrictive covenants in our 2023 Credit Agreement 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.
  • Tax matters, including changes in tax laws, our ability to use deferred tax assets, and the impact of tax audits, could have a material adverse effect on our business, financial condition and results of operations.
  • Changes in accounting rules or interpretations thereof, changes to underlying legal agreements as well as other factors applicable to our analysis of the IO entities as variable interest entities could significantly impact our ability to issue our financial statements on a timely basis.
  • Our quarterly operating results fluctuate and may fall short of prior periods, our projections or the expectations of securities analysts or investors. The market price of our common stock has been volatile and may continue to fluctuate substantially, due to fluctuations in our operating results or otherwise, which could result in substantial losses for purchasers of our common stock.
  • Future sales, or the perception of future sales, by us or our existing significant stockholders in the public market could cause the market price for our common stock to decline.
  • Provisions in our organizational documents could delay or prevent a change of control.
  • Our amended and restated bylaws provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Legal proceedings

From time to time, we may be party to legal proceedings that arise in the ordinary course of our business, some of which may be covered by insurance. Except for the description of legal proceedings disclosed in Note 12 to the consolidated financial statements, which is incorporated herein by reference, management believes that we do not have any pending legal proceeding that, separately or in the aggregate, would have a material adverse effect on our results of operations, financial condition or cash flows. No material legal proceedings were terminated, settled or otherwise resolved during the 14 weeks ended January 3, 2026.

In addition, SEC regulations require us to disclose information about certain environmental proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, we use a threshold of $1.0 million for purposes of determining whether disclosure of any such proceedings is required.

The opening of Item 3, Legal Proceedings.19

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