SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REPLOGLE JOHN B

(Last)

(First)

(Middle)

C/O GROVE COLLABORATIVE HOLDINGS, INC.

1301 SANSOME STREET

(Street)

SAN FRANCISCO

CALIFORNIA

94111

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Grove Collaborative Holdings, Inc. [ GROV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/14/2025		M		5⁽¹⁾⁽²⁾	A	⁽³⁾	58	I	See footnote⁽⁴⁾
Class A Common Stock	02/14/2025		M		12,483⁽¹⁾⁽²⁾	A	⁽³⁾	577,385⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽³⁾	⁽³⁾	02/14/2025		M			5⁽⁶⁾	⁽³⁾	⁽¹⁾⁽²⁾	Class A Common Stock	5⁽⁶⁾	$0	0	I	See footnote⁽⁴⁾
Class B Common Stock⁽³⁾	⁽³⁾	02/14/2025		M			12,483⁽⁶⁾⁽⁷⁾	⁽³⁾	⁽¹⁾⁽²⁾	Class A Common Stock	12,483⁽⁶⁾	$0	0	D

Explanation of Responses:

1. This 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)

2. (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.

3. These 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.

4. These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.

5. The balance is the reporting person's current balance as of 06/02/2026.

6. Figures reflect a 1-for-5 reverse stock split effected by the Issuer after market close on June 5, 2023.

7. This 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.

	/s/Barbara Wallace, Attorney-in-Fact for John B. Replogle	06/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)