Did Grove Collaborative (GROV) report any related-party transactions with Jason Karp?

The company states there are no transactions involving Jason Karp requiring disclosure under Item 404(a) of Regulation S-K, and there is no arrangement or understanding with any other person pursuant to which he was selected as a director.

Grove Collaborative reshuffles board, committees

Q: What board change did Grove Collaborative (GROV) announce on August 27, 2026?

Director Naytri Shroff Sramek resigned from Grove Collaborative’s board effective August 27, 2026. She had chaired the Sustainability, Nominating and Governance Committee and served on the Audit Committee. The company reports no disagreements regarding its operations, policies, or practices in connection with her resignation.

Q: Who was appointed to the Grove Collaborative (GROV) board and what is his term?

Grove Collaborative appointed Jason Karp as a Class III director on August 27, 2026, for a term expiring at the company’s 2028 annual meeting of shareholders. The board determined that he meets the New York Stock Exchange definition of an independent director.

Q: Will Jason Karp receive compensation for serving on Grove Collaborative’s (GROV) board?

According to the filing, Jason Karp will not receive compensation for his service on the Grove Collaborative board. He will, however, enter into the company’s standard form of indemnification agreement in connection with his appointment.

Q: How did Grove Collaborative (GROV) reassign committee roles after the director resignation?

Following Naytri Shroff Sramek’s resignation, John Replogle, an existing director, was appointed to the Audit Committee to replace her. The Sustainability, Nominating and Governance Committee’s size was reduced from three directors to two.

Grove Collaborative Holdings, Inc. (GROV) reported board changes effective August 27, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Grove Collaborative Holdings, Inc. (GROV) reported board changes effective August 27, 2026. Director Naytri Shroff Sramek resigned from the board, where she chaired the Sustainability, Nominating and Governance Committee and served on the Audit Committee. The company states there were no disagreements regarding operations, policies, or practices and no written statement accompanying her resignation.

The board appointed Jason Karp as a Class III director with a term expiring at the 2028 annual meeting of shareholders and determined he qualifies as an independent director under New York Stock Exchange listing standards. Karp brings experience founding and leading consumer and health-focused businesses and investment funds. He will enter into the company’s standard indemnification agreement and will not receive compensation for board service. Director John Replogle was appointed to the Audit Committee to replace Sramek, and the Sustainability, Nominating and Governance Committee was reduced from three to two directors.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Effective date of board changes: August 27, 2026 Director class term end: 2028 annual meeting of shareholders Committee size after change: two directors

3 metrics

Effective date of board changes August 27, 2026 Date of director resignation and new director appointment

Director class term end 2028 annual meeting of shareholders Expiration of Jason Karp’s Class III board term

Committee size after change two directors Sustainability, Nominating and Governance Committee reduced from three to two directors

Key Terms

independent director, Item 404(a) of Regulation S–K, indemnification agreement, Emerging growth company, +1 more

5 terms

independent director regulatory

"The Board determined that Mr. Karp satisfied the definition of an “independent director”"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Item 404(a) of Regulation S–K regulatory

"There are no transactions involving Mr. Karp requiring disclosure under Item 404(a) of Regulation S–K"

indemnification agreement regulatory

"In connection with his appointment to the Board, Mr. Karp will enter into the Company’s standard form of indemnification agreement."

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Audit Committee financial

"John Replogle, a current member of the Board, was appointed to the Board’s Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Grove Collaborative (GROV) announce on August 27, 2026?

Director Naytri Shroff Sramek resigned from Grove Collaborative’s board effective August 27, 2026. She had chaired the Sustainability, Nominating and Governance Committee and served on the Audit Committee. The company reports no disagreements regarding its operations, policies, or practices in connection with her resignation.

Who was appointed to the Grove Collaborative (GROV) board and what is his term?

Grove Collaborative appointed Jason Karp as a Class III director on August 27, 2026, for a term expiring at the company’s 2028 annual meeting of shareholders. The board determined that he meets the New York Stock Exchange definition of an independent director.

Will Jason Karp receive compensation for serving on Grove Collaborative’s (GROV) board?

According to the filing, Jason Karp will not receive compensation for his service on the Grove Collaborative board. He will, however, enter into the company’s standard form of indemnification agreement in connection with his appointment.

How did Grove Collaborative (GROV) reassign committee roles after the director resignation?

Following Naytri Shroff Sramek’s resignation, John Replogle, an existing director, was appointed to the Audit Committee to replace her. The Sustainability, Nominating and Governance Committee’s size was reduced from three directors to two.

What independence standard does Jason Karp meet on Grove Collaborative’s (GROV) board?

The board determined that Jason Karp satisfies the definition of an independent director under the New York Stock Exchange listing standards, meaning he meets that exchange’s criteria for director independence as applied by the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/31/2026 - 04:05 PM EDT Accepted by SEC EDGAR 08/31/2026 - 04:03 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2026

GROVE COLLABORATIVE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40263

88-2840659

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


1301 Sansome Street San Francisco, California						94111
(Address of principal executive offices)						(Zip Code)

(800) 231-8527

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001

GROV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Director

Naytri Shroff Sramek, a member of the Board of Directors (the “Board”) of Grove Collaborative Holdings, Inc. (the “Company”), resigned from the Board, effective as of August 27, 2026. Ms. Sramek served as the chair of the Board’s Sustainability Nominating and Governance Committee and as a member of the Board’s Audit Committee. There were no disagreements with Ms. Sramek with respect to the Company’s operations, policies or practices, nor did Ms. Sramek provide any written statement to the Company with respect to the circumstances of her resignation. The Board thanks Ms. Sramek for her service on the Board and wishes her well in her future endeavors.

John Replogle, a current member of the Board, was appointed to the Board’s Audit Committee to replace Ms. Sramek. The Board also reduced the size of its Sustainability, Nominating and Governance Committee from three directors to two directors.

Appointment of Director

On August 27, 2026, the Board appointed Jason Karp to serve on the Board as a member of Class III of the Board for a term expiring at the Company’s annual meeting of shareholders in 2028.

The Board determined that Mr. Karp satisfied the definition of an “independent director” under the listing standards of the New York Stock Exchange.

Mr. Karp has served as the founder and chief executive officer of HumanCo, a health-focused holding company dedicated to creating, investing in and operating companies with healthy and sustainable products, since 2019. Mr. Karp also co-founded Hu Chocolate, a chocolate company, with his family in 2011, where he served as chairman until its sale to Mondelez International in 2021. Mr. Karp spent over 20 years as a professional investor, most recently as the founder and chief executive officer of Tourbillon Capital Partners, an investment fund, from 2011 until 2018. Mr. Karp has served as a member of the board of directors of True Food Kitchen since September 2022. Mr. Karp received his B.S. in Economics, summa cum laude, from the Wharton School of the University of Pennsylvania. The Board believes Mr. Karp is qualified to serve on the Board because of his significant experience founding, building and scaling consumer brands, his extensive background in investment management and capital markets, and his deep expertise in the health and wellness industry.

There is no arrangement or understanding between Mr. Karp and any other person pursuant to which Mr. Karp was selected as a director of the Company. There are no transactions involving Mr. Karp requiring disclosure under Item 404(a) of Regulation S–K under the U.S. Securities Act of 1933 (“Regulation S-K”).

In connection with his appointment to the Board, Mr. Karp will enter into the Company’s standard form of indemnification agreement. Mr. Karp will not receive compensation for his service on the Board.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No.

Description

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GROVE COLLABORATIVE HOLDINGS, INC.

By:

/s/ Scott Giesler

Name:

Scott Giesler

Title:

Chief Legal Officer and Secretary

Date: August 31, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents