Share-based Awards (Tables)

6 Months Ended

Jul. 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 first half of fiscal 2026 was estimated using the Monte Carlo valuation model with the following weighted-average assumptions:


	26 Weeks Ended
	July 4, 2026

Expected volatility	56.1		%
Risk-free interest rate	3.7		%
Dividend yield	—		%
Expected term (in years)	2.78
Grant date fair value (per share unit)	$	4.56

Schedule of Stock Option Activity

The following table summarizes stock option activity under all equity incentive plans during the first half 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	(12,276)	8.36
Forfeited	(419,960)	15.78
Options outstanding as of July 4, 2026	1,284,523	$	14.53	6.2	$	36
Options vested and expected to vest as of July 4, 2026	1,284,523	$	14.53	6.2	$	36
Options exercisable as of July 4, 2026	723,923	$	16.39	4.2	$	36
Market-Based and Performance-Based Stock Options
Options outstanding as of January 3, 2026	240,396	$	11.86
Granted	—	—
Exercised	—	—
Forfeited	(34,105)	11.64
Options outstanding as of July 4, 2026	206,291	$	11.90	7.3	$	46
Options vested and expected to vest as of July 4, 2026	206,291	$	11.90	7.3	$	46
Options exercisable as of July 4, 2026	39,624	$	12.03	1.6	$	46

Schedule of RSU, MSU and PSU Activity

The following table summarizes RSU activity under all equity incentive plans during the first half 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	2,365,039	6.43
Vested	(751,202)	15.97
Forfeited	(334,085)	9.44
Unvested balance as of July 4, 2026	2,801,007	$	8.28	2.1

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 half 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	1,499,213	4.56
Adjustment for expected performance achievement (1)	111	—
Vested	(151,135)	27.29
Forfeited	(184,505)	4.23
Unvested balance as of July 4, 2026 (2)	1,315,084	$	4.62	1.6

_______________________

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

(2)Up to an additional 3,158,889 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				26 Weeks Ended
	July 4, 2026		June 28, 2025		July 4, 2026		June 28, 2025
Time-based and market-based stock options	$	358	$	581	$	1,134	$	792

RSUs	2,870		3,214		5,726		6,137
MSUs and PSUs	540		(1,835)		663		489

Share-based compensation expense	$	3,768	$	1,960	$	7,523	$	7,418