Grove (GROV) director converts 92,429 Class B shares into Class A stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Grove Collaborative Holdings director Stuart Landesberg reported exercising derivative securities on February 14, 2025, converting a total of 92,429 shares of Class B common stock into the same number of Class A common shares at a stated price of $0.00 per share. Following these conversions, he directly holds 1,663,283 Class A shares and indirectly holds 136,151 Class A shares through The Landesberg Living Trust, where he and his spouse are co‑trustees. The converted shares are described as Class A Earnout Shares that vest in tranches if the daily volume weighted average price of Class A stock reaches $62.50 and $75.00 for specified 20‑out‑of‑30 trading‑day periods, subject to change‑of‑control provisions.
Positive
- None.
Negative
- None.
Insider Trade Summary
92,429 shares exercised/converted
Mixed
4 txns
Insider
Landesberg Stuart
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 79,836 | $0.00 | -- |
| Exercise | Class B Common Stock | 12,593 | $0.00 | -- |
| Exercise | Class A Common Stock | 12,593 | $0.00 | -- |
| Exercise | Class A Common Stock | 79,836 | $0.00 | -- |
Holdings After Transaction:
Class B Common Stock — 0 shares (Direct, null);
Class B Common Stock — 0 shares (Indirect, See footnote);
Class A Common Stock — 136,151 shares (Indirect, See footnote);
Class A Common Stock — 1,663,283 shares (Direct, null)
Footnotes (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) (continued) In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the Business Combination on a pro rata basis. 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. These securities are directly held by The Landesberg Living Trust, dated October 15, 2021, for which the Reporting Person and his spouse serve as co-trustees. The balance is the reporting person's current balance as of 06/02/2026. Figures reflect a 1-for-5 reverse stock split effected by the Issuer after market close on June 5, 2023. This amount reflects an additional 745 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. This amount reflects an additional 117 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.
Key Figures
Derivative shares exercised: 92,429 shares
Direct Class A holdings after transaction: 1,663,283 shares
Indirect Class A holdings after transaction: 136,151 shares
+4 more
7 metrics
Derivative shares exercised
92,429 shares
Exercise or conversion of Class B into Class A on February 14, 2025
Direct Class A holdings after transaction
1,663,283 shares
Total Class A common stock held directly after exercises
Indirect Class A holdings after transaction
136,151 shares
Class A common stock held through The Landesberg Living Trust
Exercise price per share
$0.00 per share
Stated transaction price for reported Class A entries
Earnout VWAP milestone 1
$62.50 per share
VWAP threshold for 50% of Class A Earnout Shares
Earnout VWAP milestone 2
$75.00 per share
VWAP threshold for remaining 50% of Class A Earnout Shares
Reverse stock split ratio
1-for-5
Reverse split effected after market close on June 5, 2023
Key Terms
Class A Earnout Shares, Milestones, daily volume weighted average price ("VWAP"), Merger Agreement, +2 more
6 terms
Milestones financial
"The "Milestones" are defined in the Merger Agreement as follows"
Milestones are specific, measurable progress points a company aims to reach during a project—like completing a clinical trial step, securing a regulatory approval, or hitting a sales target. They matter to investors because each checkpoint reduces uncertainty about the business plan, can trigger payments or changes in valuation, and often signals whether future revenue or growth is likely, similar to passing checkpoints on a racecourse that show how close you are to the finish line.
daily volume weighted average price ("VWAP") financial
"if the daily volume weighted average price ("VWAP") of the shares of Class A Common Stock is greater than or equal to $62.50"
Merger Agreement regulatory
"The "Milestones" are defined in the Merger Agreement as follows"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
reverse stock split financial
"Figures reflect a 1-for-5 reverse stock split effected by the Issuer after market close on June 5, 2023"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Section 16 regulatory
"Such pro rata redistribution of Class B Shares is exempt from Section 16 pursuant to Rule 16a-9"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What insider transaction did Stuart Landesberg report at Grove (GROV)?
Stuart Landesberg reported exercising derivatives to convert 92,429 Class B shares into Class A common stock on February 14, 2025. The filing shows these as derivative exercises rather than open‑market purchases or sales.
Did this Grove (GROV) Form 4 change Landesberg’s derivative Class B balance?
Yes. The filing reports Class B common stock positions going to zero after conversion. Those Class B shares converted into an equal number of Class A shares as part of an automatic conversion trigger event described in the footnotes.