GROV Form 4: Stuart Landesberg RSU vesting and share withholding disclosed

Rhea-AI Filing Summary

Stuart Landesberg, a director of Grove Collaborative Holdings, Inc. (GROV), reported insider transactions dated 08/15/2025. The filing shows two grants/vestings of restricted stock units (RSUs): 45,057 RSUs and 75,620 RSUs were reported as acquired (transaction code M). In connection with vesting, the company retained 16,077 and 26,982 shares, respectively, to satisfy tax withholding obligations (transaction code F) at a price of $1.49 per share for the withheld shares. The filing also reports 123,558 shares of Class A common stock held indirectly by The Landesberg Living Trust, dated October 15, 2021, for which the reporting person and his spouse serve as co-trustees. The RSUs vest in twelve equal installments on each February 15, May 15, August 15 and November 15, with accelerated vesting on certain change-in-control and termination events, and the RSUs have no expiration date.

Insights

Financial Analyst

Routine executive compensation-related vesting; limited direct trading impact.

The Form 4 discloses scheduled RSU vesting for a company director, with partial share withholding to cover taxes. These are standard equity compensation mechanics rather than open-market purchases or sales. The reported withheld amounts (16,077 and 26,982 shares) were withheld at $1.49 per share, which is a tax-settlement action, not a disposition to a third party. The filing also clarifies beneficial ownership via a family trust (123,558 Class A shares). For investors, this filing documents ownership changes from compensation but does not indicate active market trading or a change in control.

Corporate Governance Expert

Compensation vesting and trust ownership disclosed; governance implications are routine.

The report transparently shows RSU vesting schedules and the tax-withholding mechanism, and it identifies indirect ownership through The Landesberg Living Trust with co-trusteeship. Vesting terms include accelerated vesting on certain termination/change-in-control scenarios, which is a common governance provision. The filing is procedural and informational, meeting disclosure expectations for Section 16 insiders.

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^*

Landesberg Stuart

(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)

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

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		45,057	A	(1)	1,436,113	D
Class A Common Stock	08/15/2025		F		16,077(2)	D	$1.49	1,420,036	D
Class A Common Stock	08/15/2025		M		75,620	A	(1)	1,495,656	D
Class A Common Stock	08/15/2025		F		26,982(2)	D	$1.49	1,468,674	D
Class A Common Stock								123,558	I	See footnote(3)

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			45,057	(4)	(5)	Class A Common Stock	45,057	(1)	90,116	D
Restricted Stock Units	(1)	08/15/2025		M			75,620	(4)	(5)	Class A Common Stock	75,620	(1)	0	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 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.

4. These RSUs will vest in twelve equal installments on each 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 on May 15, 2023, with accelerated vesting following a change in control if the Reporting Person's services are terminated by the Issuer without cause or the Reporting Person resigns for good reason.

5. The RSUs have no expiration date.

	/s/Barbara Wallace, Attorney-in-Fact for Stuart Landesberg	08/19/2025
	** Signature of Reporting Person	Date
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