Grocery Outlet Holding Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Grocery Outlet Holding Corp.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Fiscal 2024 was a very challenging year for Grocery Outlet—one of the most difficult in the nearly 80 years we have been in business. Despite growing comparable store sales during the year, persistent impacts from our mid-2023 enterprise resources planning (“ERP”) implementation and execution challenges led to a decline in margins and Adjusted EBITDA fell by 6.3% compared to the prior year.

The Board of Directors recognizes that these results, and the performance of our stock over the past year, are unacceptable. As stewards of your capital, we take full accountability and we are taking a number of actions that we believe will improve our performance.

In late 2024, the Board moved to install Eric Lindberg as Interim President and CEO and launched a search for Grocery Outlet’s next permanent leader, while the Company also began to implement restructuring initiatives intended to improve our execution and financial results. Earlier this year, we welcomed Jason Potter as Grocery Outlet’s new President and CEO. Jason is a seasoned CEO with more than 30 years of grocery retail experience and a track record of driving earnings growth and shareholder value. He joined Grocery Outlet from The Fresh Market, Inc., a specialty grocery retailer of fresh, gourmet food and prepared meals, where he led the successful turnaround and transformation of that business, driving an award-winning customer experience and strong earnings growth. We are very enthusiastic about the future of Grocery Outlet under Jason’s leadership.

Despite our recent challenges, we believe that the core foundational elements of our differentiated business model remain strong. Our unique buying and selling approach is the foundation for a model with broad appeal among bargain-minded customers across a wide range of income levels, demographics and geographies. Our flexible sourcing and supply chain model allows us to provide customers with a curated and ever-changing assortment of products, including WOW! treasure hunt products and prices. Our Grocery Outlet stores are primarily run by entrepreneurial independent operators who create a neighborhood feel through personalized customer service and a localized product offering. With significant untapped customer and new store potential, we believe that Grocery Outlet continues to have significant growth opportunities ahead.

On behalf of the Grocery Outlet Board and management team, we thank you for your continued support of our business despite our challenging year. With our new leadership in place, we are committed to meaningfully improving our operations. We look forward to welcoming you at our 2025 Annual Meeting and to keeping you apprised of our progress in returning Grocery Outlet to its historical track record of strong performance and growth.

Sincerely,

Notice of Annual Meeting of Stockholders

To be held on Monday, June 2, 2025

11:00 a.m. Pacific Daylight Time

www.virtualshareholdermeeting.com/GO2025

To the Stockholders of Grocery Outlet Holding Corp.:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Grocery Outlet Holding Corp. (the “Company” and “our”) will be on Monday, June 2, 2025, at 11:00 a.m. Pacific Daylight Time online through a live webcast atwww.virtualshareholdermeeting.com/GO2025. At the 2025 Annual Meeting, stockholders will be asked:

In addition, the Company will transact such other business as may properly come before the 2025 Annual Meeting and any adjournment or postponement thereof. Only stockholders of record as of April 8, 2025 will be entitled to attend and vote at the 2025 Annual Meeting and any adjournment or postponement thereof. There will not be a physical location for the 2025 Annual Meeting and you will not be able to attend the meeting in person.

By order of the Board of Directors,

Luke D. Thompson

EVP, General Counsel and Secretary

Emeryville, California

April 17, 2025

YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY VOTE OVER THE INTERNET OR BY TELEPHONE OR BY MAIL AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE 2025 ANNUAL MEETING VIA LIVE WEBCAST.