Grove (NYSE: GROV) CFO nets Class A shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Grove Collaborative Holdings, Inc. reported that CFO Thomas Siragusa completed a series of equity compensation transactions involving restricted stock units and Class A Common Stock. On February 15, 2026, multiple RSU awards were exercised or converted into Class A shares at a price of $0.00 per share, increasing his direct ownership. In connection with these vestings, a portion of the Class A shares was automatically withheld at $1.52 per share to satisfy tax withholding obligations, with the company retaining those shares as noted in the footnotes. After these transactions, Siragusa directly owned 74,003 shares of Class A Common Stock.

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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		361	A	(1)	60,804	D
Class A Common Stock	02/15/2026		F		149(2)	D	$1.52	60,655	D
Class A Common Stock	02/15/2026		M		272	A	(1)	60,927	D
Class A Common Stock	02/15/2026		F		112(2)	D	$1.52	60,815	D
Class A Common Stock	02/15/2026		M		1,348	A	(1)	62,163	D
Class A Common Stock	02/15/2026		F		554(2)	D	$1.52	61,609	D
Class A Common Stock	02/15/2026		M		5,333	A	(1)	66,942	D
Class A Common Stock	02/15/2026		F		2,191(2)	D	$1.52	64,751	D
Class A Common Stock	02/15/2026		M		2,500	A	(1)	67,251	D
Class A Common Stock	02/15/2026		F		1,027(2)	D	$1.52	66,224	D
Class A Common Stock	02/15/2026		M		6,954	A	(1)	73,178	D
Class A Common Stock	02/15/2026		F		2,857(2)	D	$1.52	70,321	D
Class A Common Stock	02/15/2026		M		6,250	A	(1)	76,571	D
Class A Common Stock	02/15/2026		F		2,568(2)	D	$1.52	74,003	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)	02/15/2026		M			361	(3)	(4)	Class A Common Stock	361	(1)	0	D
Restricted Stock Units	(1)	02/15/2026		M			272	(5)	(4)	Class A Common Stock	272	(1)	544	D
Restricted Stock Units	(1)	02/15/2026		M			1,348	(6)	(4)	Class A Common Stock	1,348	(1)	5,398	D
Restricted Stock Units	(1)	02/15/2026		M			5,333	(6)	(4)	Class A Common Stock	5,333	(1)	31,999	D
Restricted Stock Units	(1)	02/15/2026		M			2,500	(6)	(4)	Class A Common Stock	2,500	(1)	17,500	D
Restricted Stock Units	(1)	02/15/2026		M			6,954	(7)	(4)	Class A Common Stock	6,954	(1)	55,633	D
Restricted Stock Units	(1)	02/15/2026		M			6,250	(6)	(4)	Class A Common Stock	6,250	(1)	68,750	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	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What did Grove (GROV) CFO Thomas Siragusa report in this Form 4?

CFO Thomas Siragusa reported the vesting and conversion of several restricted stock unit awards into Class A Common Stock on February 15, 2026, along with related tax-withholding share dispositions. These transactions reflect routine equity compensation activity rather than open-market stock purchases or sales.

How many Grove (GROV) Class A shares does the CFO own after these transactions?

After the reported transactions, CFO Thomas Siragusa directly owns 74,003 shares of Grove’s Class A Common Stock. This figure reflects the net result of RSU conversions into stock and shares withheld by the company to cover associated tax obligations on the vesting date.

Were the Grove (GROV) share dispositions by the CFO open-market sales?

No, the dispositions were coded “F,” indicating shares were withheld to pay tax liabilities related to vesting, not open-market sales. The company retained these Class A shares at $1.52 per share, matching the tax withholding obligations described in the Form 4 footnotes.

What are the terms of the Grove (GROV) restricted stock units held by the CFO?

Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The RSUs vest in scheduled installments on February 15, May 15, August 15, and November 15, subject to CFO Thomas Siragusa’s continued service with Grove Collaborative through each vesting date.

How do the Grove (GROV) RSU vesting schedules work for the CFO awards?

Certain RSU awards vest in 16 equal installments on the standard quarterly dates until fully vested in 2026, while others vest in 12 quarterly installments beginning May 15, 2025. Vesting continues only if CFO Thomas Siragusa remains in service with Grove through each scheduled date.