Share-based Awards (Tables)

3 Months Ended

Apr. 04, 2026

Share-Based Payment Arrangement [Abstract]

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

The grant date fair value of MSUs awarded during the 13 weeks ended April 4, 2026 was estimated using the Monte Carlo valuation model with the following weighted-average assumptions:


	13 Weeks Ended
	April 4, 2026

Expected volatility	55.9		%
Risk-free interest rate	3.7		%
Dividend yield	—		%
Expected term (in years)	2.80
Grant date fair value (per share unit)	$	4.18

Schedule of Stock Option Activity

The following table summarizes stock option activity under all equity incentive plans during the first quarter of fiscal 2026 (amounts in thousands, except option, per option and term data):



	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Time-Based Stock Options
Options outstanding as of January 3, 2026	1,716,759	$	14.79
Granted	—	—
Exercised	—	—
Forfeited	(117,431)	13.90
Options outstanding as of April 4, 2026	1,599,328	$	14.86	6.1 years	$	—
Options vested and expected to vest as of April 4, 2026	1,599,328	$	14.86	6.1 years	$	—
Options exercisable as of April 4, 2026	920,127	$	16.71	4.0 years	$	—
Market-Based and Performance-Based Stock Options
Options outstanding as of January 3, 2026	240,396	$	11.86
Granted	—	—
Exercised	—	—
Forfeited	—	—
Options outstanding as of April 4, 2026	240,396	$	11.86	6.6 years	$	13
Options vested and expected to vest as of April 4, 2026	240,396	$	11.86	6.6 years	$	13
Options exercisable as of April 4, 2026	73,729	$	11.85	1.3 years	$	13

Schedule of RSU, MSU and PSU Activity

The following table summarizes RSU activity under all equity incentive plans during the first quarter of fiscal 2026:


	Number of Shares	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term
Unvested balance as of January 3, 2026	1,521,255	$	15.20
Granted	2,008,630	6.08
Vested	(632,057)	16.19
Forfeited	(66,061)	15.59
Unvested balance as of April 4, 2026	2,831,767	$	8.50	2.3 years

The following table summarizes MSU and performance-based restricted stock unit ("PSU") activity under the Grocery Outlet Holding Corp. 2019 Incentive Plan during the first quarter of fiscal 2026:


	Number of Shares	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term
Unvested balance as of January 3, 2026	151,400	$	27.29
Granted (1)	1,387,941	4.18
Adjustment for expected performance achievement (2)	111	—
Vested	(151,135)	27.29
Forfeited	(376)	27.29
Unvested balance as of April 4, 2026 (3)	1,387,941	$	4.18	1.7 years

_______________________

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

(2)Represents the year-to-date adjustment to previously granted awards based on performance expectations as of April 4, 2026.

(3)Up to an additional 3,418,163 MSUs and PSUs could potentially be included if the actual performance level achieved exceeds the current expected performance level (with 200% being the maximum performance level achievement).

Schedule of Share-based Compensation Expense (Benefit)

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


	13 Weeks Ended
	April 4, 2026		March 29, 2025
Time-based and market-based stock options	$	776	$	211

RSUs	2,856		2,923
MSUs and PSUs	123		2,324

Share-based compensation expense	$	3,755	$	5,458