Share-based Awards (Tables)

6 Months Ended

Jun. 28, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

The grant date fair value of time-based stock options awarded during the 26 weeks ended June 28, 2025 was estimated using the Black-Scholes valuation model with the following weighted-average assumptions:


			26 Weeks Ended
			June 28, 2025
Exercise price			$11.88
Volatility			43.3%
Risk-free interest rate			4.0%
Dividend yield			—%
Expected term (in years)			6.03

Schedule of Stock Option Activity

The following table summarizes stock option activity under all equity incentive plans during the 26 weeks ended June 28, 2025:


	Time-Based Stock Options			Market-Based and Performance-Based Stock Options
	Number of Options	Weighted-Average Exercise Price		Number of Options	Weighted-Average Exercise Price
Options outstanding as of December 28, 2024	879,357	$	19.98	99,384	$	10.25
Granted	1,280,514	11.88		166,667	11.87
Exercised	(33,313)	11.12		(5,050)	4.98
Forfeited	(336,770)	17.92		—	—
Options outstanding as of June 28, 2025	1,789,788	$	14.74	261,001	$	11.39
Options vested and exercisable as of June 28, 2025	643,264	$	19.83	94,334	$	10.54

Schedule of RSU Activity

The following table summarizes time-based restricted stock unit ("RSU") activity under all equity incentive plans during the 26 weeks ended June 28, 2025:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 28, 2024	1,179,071	$	22.93
Granted	1,230,792	12.08
Vested	(483,538)	24.36
Forfeited	(340,671)	17.08
Unvested balance as of June 28, 2025	1,585,654	$	15.32

Schedule of PSU Activity

The following table summarizes performance-based restricted stock unit ("PSU") activity under the Grocery Outlet Holding Corp. 2019 Incentive Plan during the 26 weeks ended June 28, 2025:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested balance as of December 28, 2024	791,884	$	27.83
Granted (1)	910,045	11.88
Adjustment for expected performance achievement (2)	(58,431)	27.29
Vested	(320,430)	29.18
Forfeited	(138,974)	17.43
Unvested balance as of June 28, 2025 (3)	1,184,094	$	16.45

_______________________

(1)Represents initial grant of PSUs based on performance target level achievement of 100%.

(2)Represents the year-to-date adjustment to previously granted PSUs based on performance expectations as of June 28, 2025.

(3)Up to an additional 1,699,431 PSUs could potentially be included if the actual performance level achievement exceeds the current expected target performance level of achievement (with 200% being the maximum performance level achievement).

Schedule of Share-Based Compensation Expense

Share-based compensation expense consisted of the following (amounts in thousands):


	13 Weeks Ended				26 Weeks Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Time-based stock options	$	516	$	2	$	707	$	11
Market-based and performance-based stock options	65		—		85		—
RSUs	3,214		3,326		6,137		6,562
PSUs	(1,835)		3,673		489		8,570

Share-based compensation expense	$	1,960	$	7,001	$	7,418	$	15,143