Grocery Outlet Holding (GO) 10-Q2024 Q3 Quarterly report

Filed: 6 Nov 24, 4:09pm

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Removed: agile, capitalized, compelling, creditor, criteria, deep, difficulty, discharged, enhance, enhanced, Eurodollar, experiencing, GOBP, incurred, MacGregor, recast, reclassification, reclassified, reflecting, repaid, retained, served, software, Specifically, strong, therewith, troubled, updated, utilize, Vice, vintage, wrote

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Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Grocery Outlet Holding Corp. (the "Company") on Form 10-Q for the period ended September 28, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lindsay E. Gray, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:

November 6, 2024

By:

/s/ Lindsay E. Gray

Lindsay E. Gray

Interim Chief Financial Officer and Senior Vice President, Accounting

(Principal Financial Officer and Principal Accounting Officer)