X0306 4 2020-05-13 0 0001771515 Grocery Outlet Holding Corp. GO 0001779980 Wilson Steven K. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 0 1 0 0 SVP, Purchasing Common Stock 2020-05-13 4 A 0 9037 0.00 A 140087 D Represents 9,037 restricted stock units ("RSUs") granted to the reporting person, of which 3,012 RSUs are scheduled to vest on March 1, 2021, 3,012 RSUs are scheduled to vest on March 1, 2022 and 3,013 RSUs are scheduled to vest on March 1, 2023, in each case, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 13,556 unvested performance stock options at target achievement (or up to an additional 27,112 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-05-15