X0306 4 2021-02-10 0 0001771515 Grocery Outlet Holding Corp. GO 0001444802 Bracher Charles C/O GROCERY OUTLET HOLDING CORP., 5650 HOLLIS STREET EMERYVILLE CA 94608 0 1 0 0 Chief Financial Officer Common Stock 2021-02-10 4 M 0 125 3.81 A 53894 D Common Stock 2021-02-10 4 M 0 125 7.13 A 54019 D Common Stock 2021-02-10 4 S 0 250 42.50 D 53769 D Common Stock 1410 I By spouse Common Stock 400 I By child Common Stock 400 I By child Common Stock 400 I By child Stock Options (Right to Buy) 3.81 2021-02-10 4 M 0 125 0.00 D 2024-11-25 Common Stock 125 150155 D Stock Options (Right to Buy) 7.13 2021-02-10 4 M 0 125 0.00 D 2024-11-25 Common Stock 125 115156 D The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan. Reflects shares directly held by a trust for the benefit of the reporting person's eldest child, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose Reflects shares directly held by a trust for the benefit of the reporting person's second eldest child, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Reflects shares directly held by a trust for the benefit of the reporting person's youngest child, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held on behalf of his child by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Represents previously granted stock options which were deemed earned and acquired upon the satisfaction of certain performance vesting criteria. These stock options are vested and exercisable. Represents stock options granted on November 25, 2014 which vested in five equal installments on each of the first five anniversaries of the grant date. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2021-02-12