SEC Form 4 · accession 0001841761-26-000058
Grove Collaborative Holdings, Inc. · GROV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John B Replogle
Director
Period of report
Feb 14, 2025
Accepted (ET)
Jun 4, 2026 · 2:44 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001841761
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4 | Feb 14, 2025 | M | 5 | — | A | 58 | I | See footnote |
| Class A Common StockF1,F2,F3,F5 | Feb 14, 2025 | M | 12,483 | — | A | 577,385 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F6,F4,F1,F2 | — | Feb 14, 2025 | M | 5 | D | — | — | Class A Common Stock | 5 | 0 | I |
| Class B Common StockF3,F6,F7,F1,F2 | — | Feb 14, 2025 | M | 12,483 | D | — | — | Class A Common Stock | 12,483 | 0 | D |
Explanation of responses
- F1This amount consists entirely of Class A Earnout Shares, which are subject to the following Milestones: The "Milestones" are defined in the Merger Agreement as follows: (i) 50% of the Earnout Shares automatically vest if the daily volume weighted average price ("VWAP") of the shares of Class A Common Stock is greater than or equal to $62.50 per share for any 20 trading days within any 30-trading-day period; and (ii) 50% of the Earnout Shares automatically vest if the daily VWAP of the shares of Class A Common Stock is greater than or equal to $75.00 per share for any 20 trading days within any 30-trading-day period, each subject to certain change-of-control provisions. (to be continued)
- F2(Continuation of Footnote 1) In addition, any shares issued in exchange for RSUs or options are subject to the same vesting terms as the exchanged RSUs and options and, if the underlying RSU or option is forfeited, the corresponding shares will also be forfeited and distributed to the other security-holders of the issuer, as if immediately prior to the closing of the Issuer's business combination, on a pro rata basis.
- F3These shares of Class B common stock converted into shares of Class A common stock on a 1-for-1 basis as a result of an automatic conversion trigger event. They remain subject to the price conditions as outlined in footnote 1.
- F4These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.
- F5The balance is the reporting person's current balance as of 06/02/2026.
- F6Figures reflect a 1-for-5 reverse stock split effected by the Issuer after market close on June 5, 2023.
- F7This amount reflects an additional 116 Class B Shares that the Reporting Person received in connection with the redistribution of forfeited Class B Shares, pursuant to the terms of the Merger Agreement, to other holders of Class B Shares on a pro rata basis based upon the allocation of Class B Shares as of the closing of the Business Combination. Such pro rata redistribution of Class B Shares is exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934.