Item 2.02 Results of Operations and Financial Condition.
On May 11, 2021, Grocery Outlet Holding Corp. (the "Company") announced its
financial results for the fiscal quarter ended April 3, 2021. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.

   Exhibit No.           Description
      99.1                 Press release entitled "Grocery Outlet Holding Corp. Announces First
                         Quarter Fiscal 2021 Financial Results" dated May 11, 2021.
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                                   Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.

                           Grocery Outlet Holding Corp.

Date:    May 11, 2021      By:            /s/ Charles C. Bracher
                           Name:          Charles C. Bracher
                           Title:         Chief Financial Officer

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