Grocery Outlet Holding Corp 2024年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K (Mark One) For the fiscal year ended December 28, 2024orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period fromto Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act.Large accelerated filer☒Accelerated filer☐ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting common stock of the registrant as of June 28, 2024, the last business day of the most recently completedsecond fiscal quarter (based on a closing price of $22.12 per share), held by non-affiliates was approximately $2.1 billion.As of February 20, 2025, the registrant had 97,357,942 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13, and 14) is hereby incorporated by reference to portions of the registrant’s ProxyStatement for the Annual Meeting of Stockholders to be held in 2025. The Proxy Statement will be filed by the registrant with the Securities and Exchange Commission nolater than 120 days after the end of the registrant’s fiscal year ended December 28, 2024. GROCERY OUTLET HOLDING CORP.FORM 10-K TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements 2 PART I Item 1.Business3Item 1A. Risk Factors13Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity37Item 2.Properties38Item 3.Legal Proceedings39Item 4.Mine Safety Disclosures40 PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities41Item 6.[Reserved]43Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations44Item 7A. Quantitative and Qualitative Disclosures about Market Risk59Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure95Item 9A. Controls and Procedures96Item 9B.Other Information100Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections101 PART III Item 10.Directors, Executive Officers and Corporate Governance102Item 11.Executive Compensation102Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters102Item 13.Certain Relationships and Related Transactions, and Director Independence102Item 14.Principal Accountant Fees and Services102 PART IV Item 15.Exhibits and Financial Statement Schedules103Item 16.Form 10-K Summary106 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Report on Form 10-K ("Form 10-K" or "report") and the documentsincorporated by reference herein constitute "forward-looking statements" within the meaning of the Private SecuritiesLitigation Reform Act of 1995. All statements contained in this report and the documents incorporated by reference hereinother than statements of historical fact may constitute forward-looking statements, including statements regarding ourfuture operating results and financial position, our business strategy and plans, the opening of new stores and new storegrowth, costs and benefits associated with the Restructuring Plan, the acquisition integration of United Grocery Outlet,our enterprise resource planning system project and impacts, the remediation plan of our material weakness, business andmarket trends, macroeconomic and geopolitical conditions, our private la