GROV Form 4: Tom Siragusa RSU Vesting Converts 16,759 RSUs; 6,000 Shares Withheld

Rhea-AI Filing Summary

Tom Siragusa, Interim CFO of Grove Collaborative Holdings, Inc. (GROV) reported multiple transactions on 08/15/2025 related to the vesting and conversion of restricted stock units (RSUs) into Class A common stock. A total of 16,759 RSUs appear to have been acquired upon vesting and converted into shares. To meet tax withholding obligations, the company retained 6,000 shares at a price of $1.49 per share. After these transactions the reporting person beneficially owned 49,683 shares of Class A common stock (direct ownership). The RSUs have various vesting schedules: some vest in quarterly installments through February or August 2026, some vest monthly by quarterly vesting dates, and the RSUs have no expiration date. The form is signed by an attorney-in-fact on behalf of Mr. Siragusa and is dated 08/19/2025.

Positive

• RSUs converted to equity aligning executive pay with shareholder interests through equity ownership
• Tax withholding handled by company through share retention at a disclosed price of $1.49 per share

Negative

• Ongoing scheduled vesting through 2026 increases potential future dilution
• Material withheld shares (6,000) reduce newly vested shares retained by the reporting person, though this is administrative

Insights

Securities Analyst

TL;DR: Routine executive equity vesting with company tax-withholding; not a material change to ownership or control.

The filing documents scheduled vesting of multiple RSU awards that converted into Class A shares on 08/15/2025 and corresponding share-withholdings to satisfy tax obligations at $1.49 per share. The net increase in shares held by the reporting person is modest relative to typical outstanding floats for public companies. There is no sale for liquidity purposes disclosed; dispositions shown are company withholdings for taxes. The disclosure describes standard vesting schedules and continued service conditions, indicating these are compensation-related transactions rather than opportunistic insider trades. Impact to investors is limited absent other corporate developments.

Compensation/Risk Analyst

TL;DR: Compensation-driven equity issuance with tax withholding; watch vesting timelines for future dilution.

The report details multiple tranches of RSUs with staggered vesting through 2026 and no expiration dates, which implies ongoing potential share issuance as awards vest. The company withheld 6,000 shares at $1.49 to cover taxes, an administrative step that modestly reduces the immediate net share increase to the reporting person. From a governance perspective, these are ordinary equity-compensation mechanics; however, the scheduled future vesting increases the pool of potential dilution over time and should be considered in models that incorporate fully-diluted share counts.

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^*

Siragusa Thomas

(Last) (First) (Middle)

C/O GROVE COLLABORATIVE HOLDINGS, INC.

1301 SANSOME STREET

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2025		M		352	A	(1)	39,276	D
Class A Common Stock	08/15/2025		F		126(2)	D	$1.49	39,150	D
Class A Common Stock	08/15/2025		M		272	A	(1)	39,422	D
Class A Common Stock	08/15/2025		F		98(2)	D	$1.49	39,324	D
Class A Common Stock	08/15/2025		M		1,348	A	(1)	40,672	D
Class A Common Stock	08/15/2025		F		483(2)	D	$1.49	40,189	D
Class A Common Stock	08/15/2025		M		5,333	A	(1)	45,522	D
Class A Common Stock	08/15/2025		F		1,909(2)	D	$1.49	43,613	D
Class A Common Stock	08/15/2025		M		2,500	A	(1)	46,113	D
Class A Common Stock	08/15/2025		F		895(2)	D	$1.49	45,218	D
Class A Common Stock	08/15/2025		M		6,954	A	(1)	52,172	D
Class A Common Stock	08/15/2025		F		2,489(2)	D	$1.49	49,683	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/15/2025		M			352	(3)	(4)	Class A Common Stock	352	(1)	713	D
Restricted Stock Units	(1)	08/15/2025		M			272	(5)	(4)	Class A Common Stock	272	(1)	1,088	D
Restricted Stock Units	(1)	08/15/2025		M			1,348	(6)	(4)	Class A Common Stock	1,348	(1)	8,094	D
Restricted Stock Units	(1)	08/15/2025		M			5,333	(6)	(4)	Class A Common Stock	5,333	(1)	42,666	D
Restricted Stock Units	(1)	08/15/2025		M			2,500	(6)	(4)	Class A Common Stock	2,500	(1)	22,500	D
Restricted Stock Units	(1)	08/15/2025		M			6,954	(7)	(4)	Class A Common Stock	6,954	(1)	69,541	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of class A Common Stock

2. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award. The amount retained by the Company was not in excess of the amount of the tax liability.

3. These RSUs will vest in 16 equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on February 15, 2026, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

4. The RSUs have no expiration date.

5. These RSUs will vest in 16 equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested on August 15, 2026, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

6. 1/12th of the shares subject to the Award shall vest on each of the Company's Standard Quarterly Vesting Dates (February 15th, May 15th, August 15th and November 15th of each year; provided, that if such date occurs on a weekend or federal holiday, vesting shall occur on the next business day) beginning with the first quarterly vesting date in the next calendar quarter following the Vesting Commencement Date.

7. These RSUs will vest in 12 quarterly installments each February 15, May 15, August 15 and November 15 commencing on May 15, 2025, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

	/s/Barbara R Wallace, attorney-in-fact for Tom Siragusa	08/19/2025
	** Signature of Reporting Person	Date
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FAQ

What did Tom Siragusa (GROV) report on Form 4 dated 08/15/2025?

The filing reports the vesting and conversion of RSUs into Class A common stock on 08/15/2025, company withholding of 6,000 shares at $1.49 for taxes, and a resulting beneficial ownership of 49,683 Class A shares.

How many RSUs vested for the reporting person on 08/15/2025?

The report shows acquisitions upon vesting totaling 16,759 RSUs converted into Class A common stock on that date.

Why were shares disposed of in the Form 4 (coded 'F')?

Those dispositions reflect shares retained by the company to meet tax withholding obligations related to the vesting of restricted stock awards; the filing states the retained amount was not in excess of the tax liability.

What are the vesting schedules for the RSUs reported?

The RSUs have staggered schedules: some vest in 16 equal quarterly installments through February or August 2026; others vest in 12 quarterly installments beginning May 15, 2025; some vest monthly by standard quarterly vesting dates.

Does the Form 4 show any open-market sale by the executive?

No. The reported dispositions are company tax withholdings; there are no open-market sales disclosed in this filing.