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.

Executive Vice President, Chief Financial Officer and Treasurer — Christopher M. Miller: Christopher M. Miller, the Chief Financial Officer, is departing from the company.

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.

Director — Frances L. Allen, Felicia D. Thornton: The Board of Directors increased its size and appointed two new independent directors.

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.

Costs Associated With Exit or Disposal Activities. To strengthen long-term profitability and cash flow generation, improve operational execution, optimize the Company's existing store footprint and align with the Company’s disciplined new store growth strategy, in the first quarter of fiscal 2026 the Company conducted a strategic, financial and operational analysis of its store fleet. Following that review, on March 2, 2026, the Company's Board of Directors adopted a business optimization pla…

Executive Vice President and Chief Purchasing Officer — Steven K. Wilson: The filing announces the scheduled departure of a senior executive (EVP and Chief Purchasing Officer) with separation benefits, representing a genuine loss of a sitting officer but not necessarily a negative shock given the planned nature and severance.

Regulation FD Disclosure. As of December 3, 2025, Grocery Outlet Holding Corp., a Delaware corporation (the "Company," "we" or "our"), is providing herein preliminary, unaudited financial information relating to the Company's comparable store sales for the calendar month of November 2025 and an update to its outlook for comparable store sales and diluted adjusted earnings per share for the fourth quarter and full year fiscal 2025. Following the issuance of the Company’s fourth quarter and ful…

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.

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.

Director — Kenneth W. Alterman: The filing discloses the routine retirement of two directors and the appointment of two new independent directors to maintain board size, with no indication of disagreement or executive-level loss.

Material Modification to Rights of Security Holders. The information set forth in

Senior Vice President, Accounting — Lindsay E. Gray: The resignation of a Senior Vice President of Accounting is a genuine departure of a senior officer, but the stated reason is a personal decision to pursue another opportunity without disagreement, suggesting a neutral rather than negative signal.

Chief Operations Officer — Ramesh Chikkala: Two senior executive officers (COO and Chief Stores Officer) are departing the company, representing a significant loss of management talent.

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.

Costs Associated With Exit or Disposal Activities. During the fourth quarter of fiscal 2024, the Company began to initiate a restructuring plan that is intended to improve long-term profitability and cash flow generation, optimize the footprint of new store growth and lower the Company’s cost base (the "Restructuring Plan"). As further discussed below, the Restructuring Plan provides for (i) the termination of leases for unopened stores in suboptimal locations, 15 of which were planned to ope…

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.

CEO — Jason Potter: The filing discloses the appointment of an external candidate as President and CEO, which is a significant management change but not a departure of a sitting executive.

CFO — Christopher M. Miller: The filing announces the appointment of an external candidate as the permanent CFO, replacing an interim officer, which is a significant management change but not a departure of a sitting executive.

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.

Other Events. On November 5, 2024, the Company announced that its board of directors (the "Board") approved a new share repurchase program (the "2024 Share Repurchase Program"), pursuant to which the Company is authorized to repurchase up to $100.0 million in shares of the Company's common stock, inclusive of fees and commissions. The 2024 Share Repurchase Program replaces the Company’s previous share repurchase program adopted in 2021, under which $9.4 million remained available for repurcha…

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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

CEO — Robert J. Sheedy, Jr.: The CEO resigned effective immediately but was succeeded by a long-tenured internal director (Eric J. Lindberg) appointed as Interim CEO, indicating an orderly succession rather than a sudden loss of leadership.

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.

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.