UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported):
November 5, 2024
Grocery Outlet Holding Corp.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38950 | | 47-1874201 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
5650 Hollis Street, Emeryville, California | | | | 94608 |
| (Address of principal executive offices) | | | | (Zip Code) |
| (510) 845-1999 |
| (Registrant's telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | GO | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2024, Grocery Outlet Holding Corp. (the "Company") announced its financial results for the fiscal quarter ended September 28, 2024. The full text of the press release issued by the Company is furnished as Exhibit 99.1 to this report.
The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On November 5, 2024, the Company announced that its board of directors (the "Board") approved a new share repurchase program (the "2024 Share Repurchase Program"), pursuant to which the Company is authorized to repurchase up to $100.0 million in shares of the Company's common stock, inclusive of fees and commissions. The 2024 Share Repurchase Program replaces the Company’s previous share repurchase program adopted in 2021, under which $9.4 million remained available for repurchase. The 2024 Share Repurchase Program is effective immediately and does not have an expiration date.
Repurchases under the 2024 Share Repurchase Program may be made, from time to time, in amounts and at prices the Company deems appropriate and may be made utilizing a variety of methods, including pursuant to open market repurchases, accelerated equity repurchase programs, privately negotiated transactions, block trades and pursuant to a trading plan intended to qualify under Rule 10b5-1 of the Exchange Act (which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under securities laws). Repurchases by the Company under the 2024 Share Repurchase Program will be subject to general market and economic conditions, applicable legal requirements, debt covenants and other considerations. The 2024 Share Repurchase Program does not require that the Company repurchase any specific dollar value or number of shares and may be suspended, modified or discontinued by the Board at any time without prior notice at the Company’s discretion.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
| | |
| 104 | | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Grocery Outlet Holding Corp. |
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| Date: | November 5, 2024 | | By: | /s/ Lindsay E. Gray | |
| | | Name: | Lindsay E. Gray | |
| | | Title: | Interim Chief Financial Officer and Senior Vice President, Accounting | |
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