Every material Form 8-K Grocery Outlet has filed with the SEC since November 05, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Grocery Outlet reported second-quarter fiscal 2026 net sales up 1.1% to $1.19 billion and GAAP net income of $5.6 million, or $0.06 per diluted share, versus $5.0 million a year earlier. Adjusted net income fell to $20.3 million from $22.8 million, and the first half included a $158.0 million goodwill impairment that produced a net loss of $174.7 million. The company narrowed its fiscal 2026 guidance, raising the low end of its adjusted EBITDA and adjusted diluted EPS ranges.
Q2 net sales rose 1.1% to $1.19 billion, but comparable store sales fell 0.3% and gross margin declined to 30.2% from 30.6%.
First-half net loss of $174.7 million, or $(1.77) per diluted share, reflects a $158.0 million non-cash goodwill impairment recorded in Q1.
Fiscal 2026 guidance now calls for adjusted EBITDA of $225 million to $235 million (previously $220 million to $235 million) and diluted adjusted EPS of $0.51 to $0.55 (previously $0.45 to $0.55).
Grocery Outlet appointed Ian Ferry as Executive Vice President, Chief Financial Officer and Treasurer, effective June 9, 2026, succeeding Christopher Miller, who leaves June 26, 2026. The company also named Paul Miller Executive Vice President, Chief Purchasing and Merchandising Officer, replacing Matthew Delly, who departs June 12, 2026, and affirmed its second quarter and fiscal 2026 outlook first provided May 13, 2026. The finance and purchasing leadership changes matter to shareholders because they reshape two senior roles, while the outlook was reaffirmed rather than changed.
Ian Ferry, 45, joined in June 2025 and becomes CFO with a $475,000 base salary and a target bonus of 60% of base salary.
Christopher Miller's departure is effective June 26, 2026; Matthew Delly's is effective June 12, 2026.
Paul Miller, a former Grocery Outlet executive who retired in 2024, returns full-time after serving as an advisor.
Susan Leary was promoted to Senior Vice President, Accounting and designated Principal Accounting Officer, with a $300,000 base salary.
Grocery Outlet reported a first-quarter fiscal 2026 net loss of $180.3 million, or $(1.83) per diluted share, compared with a net loss of $23.3 million, or $(0.24), a year earlier. The loss reflects a $158.0 million non-cash goodwill impairment, while net sales rose 3.6% to $1.17 billion, and the company reaffirmed its fiscal 2026 guidance. For shareholders, sales growth was offset by a sharp decline in profit and a much larger per-share loss.
Net sales rose 3.6% to $1.17 billion, but comparable store sales declined 1.0%.
Net loss was $180.3 million, or $(1.83) per diluted share, versus $23.3 million, or $(0.24), a year earlier, including the $158.0 million goodwill impairment.
Adjusted EBITDA was $43.1 million, or 3.7% of net sales, compared with $51.9 million, or 4.6%, last year.
Fiscal 2026 guidance was reaffirmed, including adjusted EBITDA of $220 million to $235 million and diluted adjusted EPS of $0.45 to $0.55.
Grocery Outlet Holding Corp. increased its board from ten to twelve directors and appointed Frances L. Allen and Felicia D. Thornton, effective April 1, 2026. The filing reports no financial results, guidance, or transaction terms, so the change is an governance update for shareholders rather than a change in company performance.
Board expanded from ten to twelve directors; Allen and Thornton appointed effective April 1, 2026.
Both directors were determined by the Board to be independent under Nasdaq requirements.
Each director's term effectively expires at the 2026 annual meeting, when the Board is declassified.
Press release dated April 2, 2026 (Exhibit 99.1) announced the appointments.
Grocery Outlet reported a fourth-quarter fiscal 2025 net loss of $218.2 million, or $(2.22) per diluted share, compared with net income of $2.3 million a year earlier, after $149.0 million of goodwill impairment and $110.2 million of long-lived asset impairment. Net sales rose 10.7% to $1.22 billion, although comparable store sales fell 0.8%, and the company's board adopted a plan on March 2, 2026 to close 36 underperforming stores. Fiscal 2026 guidance calls for adjusted EBITDA of $220 million to $235 million and diluted adjusted earnings per share of $0.45 to $0.55, versus $0.76 in fiscal 2025.
Q4 net sales rose 10.7% to $1.22 billion, including $82.4 million from the 53rd week; comparable store sales declined 0.8%.
Q4 net loss was $218.2 million, or $(2.22) per diluted share, versus net income of $2.3 million, or $0.02, a year earlier.
Board adopted the Optimization Plan on March 2, 2026 to close 36 stores; estimated fiscal 2026 net restructuring charges are $14 million to $25 million.
Fiscal 2026 outlook: net sales of $4.60 billion to $4.72 billion and adjusted EBITDA of $220 million to $235 million.
Grocery Outlet said Executive Vice President and Chief Purchasing Officer Steve Wilson will retire effective March 20, 2026, after 31 years of service. Matt Delly, who joined the company in 2025 as Chief Merchandising Officer, will lead the combined purchasing and merchandising functions, which the company says is expected to increase efficiency.
Steve Wilson, EVP and Chief Purchasing Officer, retires effective March 20, 2026, after 31 years of service.
Matt Delly becomes Chief Merchandising and Purchasing Officer, leading purchasing and merchandising as one function.
Wilson will receive separation benefits under the Executive Severance Plan, described in the 2025 proxy statement filed April 17, 2025.
Grocery Outlet reported third-quarter fiscal 2025 net sales up 5.4% to $1.17 billion, with comparable store sales up 1.2%. Net income fell to $11.6 million, or $0.12 per diluted share, from $24.2 million, or $0.24, a year earlier, and the company lowered its fiscal 2025 comparable store sales and adjusted EBITDA guidance, which matters to shareholders because it signals weaker same-store growth and profit than previously expected.
Q3 net sales rose 5.4% to $1.17 billion; comparable store sales rose 1.2%, though management said same store sales did not meet its expectations.
Q3 net income was $11.6 million, or $0.12 per diluted share, versus $24.2 million, or $0.24, last year; adjusted EPS was $0.21 versus $0.28.
Fiscal 2025 comparable store sales guidance was cut to 0.6% to 0.9% from 1.0% to 2.0%; adjusted EBITDA guidance was cut to $258 million to $262 million from $260 million to $270 million.
For the 39 weeks, the company reported a net loss of $6.8 million, or $(0.07) per diluted share, including $46.3 million in restructuring charges.
Grocery Outlet reported second quarter fiscal 2025 results for the period ended June 28, 2025, with net sales up 4.5% to $1.18 billion but GAAP net income down to $5.0 million from $14.0 million, weighed by $11.2 million in restructuring charges. The company raised its fiscal 2025 diluted adjusted earnings per share guidance to $0.75 to $0.80 from $0.70 to $0.75 and maintained its other guidance figures, so the profit outlook improved even as reported second quarter earnings declined.
Net sales rose 4.5% to $1.18 billion and comparable store sales increased 1.1%.
Net income was $5.0 million, or $0.05 per diluted share, versus $14.0 million, or $0.14, a year earlier.
Diluted adjusted EPS for fiscal 2025 guidance raised to $0.75 to $0.80 from $0.70 to $0.75; net sales guidance of $4.7 billion to $4.8 billion unchanged.
Restructuring Plan total costs estimated at approximately $63 million, of which approximately $39 million is expected to be cash expenditures.
Grocery Outlet appointed Michael Kobayashi and Lawrence "Chip" Molloy as Class I directors effective June 26, 2025, and they will join the Audit and Risk Committee. Directors Kenneth Alterman and Thomas Herman will retire effective August 7, 2025, and the board will shrink from 12 seats back to 10, eight of which the company says will be independent. The filing reports no financial results or changes to guidance.
Michael Kobayashi and Lawrence "Chip" Molloy appointed as Class I directors effective June 26, 2025, with terms expiring at the 2026 annual meeting
Molloy is named an audit committee financial expert; both new directors join the Audit and Risk Committee
Kenneth Alterman and Thomas Herman retire effective August 7, 2025; the company says the retirements were not due to any disagreement with its operations, policies or practices
Board size increased from 10 to 12 on June 25, 2025, and will be reduced back to 10 upon the retirements
Grocery Outlet Holding Corp. disclosed that Lindsay E. Gray, Senior Vice President, Accounting, submitted her resignation on May 12, 2025, effective June 2, 2025. The filing says she is leaving to pursue another opportunity and that the departure was not due to any disagreement with the company on its operations, policies or practices.
Lindsay E. Gray, Senior Vice President, Accounting, resigned on May 12, 2025.
Her resignation takes effect June 2, 2025.
The company states the departure was a personal decision to pursue another opportunity, with no disagreement on operations, policies or practices.
Grocery Outlet reported first quarter fiscal 2025 results, with net sales up 8.5% to $1.13 billion but a net loss of $23.3 million, compared with a $1.0 million loss a year earlier. The company cut its fiscal 2025 comparable store sales guidance to 1.0% to 2.0% from 2.0% to 3.0%, and it also disclosed the upcoming departures of two executive officers.
Net sales rose 8.5% to $1.13 billion; comparable store sales rose 0.3%.
Net loss was $23.3 million, or $(0.24) per diluted share, including $33.9 million in restructuring charges; adjusted earnings per share were $0.13 versus $0.09 a year earlier.
Fiscal 2025 comparable store sales guidance was cut to 1.0% to 2.0%; net sales, adjusted EBITDA and adjusted earnings per share guidance were maintained.
Ramesh Chikkala, EVP and Chief Operations Officer, is expected to depart on or around June 6, 2025; Pamela B. Burke, EVP and Chief Stores Officer, on or around October 6, 2025.
Grocery Outlet reported fourth-quarter fiscal 2024 net sales up 10.9% to $1.10 billion, but net income fell to $2.3 million, or $0.02 per diluted share, from $14.1 million, or $0.14, a year earlier. The company also issued fiscal 2025 guidance, announced a restructuring plan with $52 million to $61 million in expected total costs, and named Jason Potter as President and CEO.
Q4 net sales rose 10.9% to $1.10 billion; gross margin fell to 29.5% from 30.2%, and net income was $2.3 million versus $14.1 million a year earlier.
Fiscal 2025 outlook: net sales of $4.7 billion to $4.8 billion, adjusted EBITDA of $260 million to $270 million, and adjusted diluted EPS of $0.70 to $0.75.
Restructuring plan expected to cost $52 million to $61 million, of which $36 million to $45 million is cash; it includes terminating leases for 15 stores planned for fiscal 2025 and eight for fiscal 2026.
Jason Potter, who has over 30 years of industry experience and most recently led The Fresh Market, is the new President and CEO.
Grocery Outlet appointed Jason Potter, former CEO of The Fresh Market, as President and Chief Executive Officer effective February 3, 2025, and he will also join the board as a director. Interim CEO Eric J. Lindberg, Jr. will cease employment on that date but remain Chairman of the Board, and the board increased its size to ten directors. The filing discloses Mr. Potter's pay package and severance terms but no financial results or guidance.
Potter served as CEO and a director of The Fresh Market from March 2020 to January 2025 and previously spent years at Sobeys Inc.
Employment agreement provides a $1,025,000 base salary, a target bonus of 125% of base salary, and up to $500,000 in relocation allowance.
2025 equity grants include $2.1 million in stock options, $2.1 million in target PSUs, a 250,000-share option grant and $2.0 million in restricted stock units.
If terminated without Cause or for Good Reason, Potter receives 24 months of base salary and two times his target bonus, paid over 24 months.
Grocery Outlet Holding Corp. said it appointed Christopher M. Miller as Executive Vice President and Chief Financial Officer, effective January 6, 2025, reporting to Chairman and Interim President and CEO Eric J. Lindberg, Jr. Lindsay E. Gray will stop serving as Interim CFO on that date and will continue as Senior Vice President, Accounting and principal accounting officer, so the change adds a permanent finance chief to the leadership team.
Miller's effective start date is January 6, 2025; he previously served as CFO of Shamrock Foods Company from January 2023
Compensation includes an annual base salary of $550,000, a 60% target bonus, a $100,000 signing bonus, and a $400,000 new hire RSU grant
Lindsay E. Gray ceases as Interim CFO on January 6, 2025 and remains Senior Vice President, Accounting
Grocery Outlet reported third quarter fiscal 2024 net sales up 10.4% to $1.11 billion, while net income fell 10.9% to $24.2 million, or $0.24 per diluted share. The company lowered its fiscal 2024 adjusted diluted EPS guidance to $0.77 to $0.80 from $0.89 to $0.95 and adjusted EBITDA guidance to $237 million to $242 million from $252 million to $260 million, and it approved a new $100.0 million share repurchase program.
Q3 net sales rose 10.4% to $1.11 billion; comparable store sales rose 1.2%.
Q3 net income fell 10.9% to $24.2 million, or $0.24 per diluted share; adjusted EBITDA rose 6.0% to $72.3 million.
Fiscal 2024 adjusted diluted EPS guidance cut to $0.77 to $0.80 from $0.89 to $0.95.
New $100.0 million share repurchase program, effective immediately with no expiration date, replaces the 2021 program with $9.4 million remaining.
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