Grove director converts 12,488 Class B into Class A
Grove Collaborative Holdings, Inc. director John B. Replogle exercised derivative positions that converted 12,488 shares of Class B common stock into the same number of Class A common shares on February 14, 2025.
Rhea-AI Filing Summary
Grove Collaborative Holdings, Inc. director John B. Replogle exercised derivative positions that converted 12,488 shares of Class B common stock into the same number of Class A common shares on February 14, 2025. These are reported as derivative exercises/conversions, not open‑market purchases or sales.
Following the transactions, he directly holds 577,385 Class A shares and has an additional 58 Class A shares held indirectly through Replogle Family LLC. The converted shares remain subject to earnout price conditions tied to the Class A share VWAP milestones described in the company’s merger agreement.
Positive
- None.
Negative
- None.
Insider Trade Summary
12,488 shares exercised/converted
Exercise
4 txns
Insider
REPLOGLE JOHN B
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 5 | $0.00 | $0.00 |
| Exercise | Class B Common Stock | 12,483 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 5 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 12,483 | $0.00 | $0.00 |
Holdings After Transaction:
Class B Common Stock — 0 contracts (Indirect, See footnote);
Class B Common Stock — 0 contracts (Direct);
Class A Common Stock — 58 shares (Indirect, See footnote);
Class A Common Stock — 577,385 shares (Direct)
Footnotes (7)
- F1. 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)
- F2. (Continuation of Footnote 1) In addition, any shares issued in exchange for RSUs or options are subject to the same vesting terms as the exchanged RSUs and options and, if the underlying RSU or option is forfeited, the corresponding shares will also be forfeited and distributed to the other security-holders of the issuer, as if immediately prior to the closing of the Issuer's business combination, on a pro rata basis.
- F3. 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.
- F4. These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager.
- F5. The balance is the reporting person's current balance as of 06/02/2026.
- F6. Figures reflect a 1-for-5 reverse stock split effected by the Issuer after market close on June 5, 2023.
- F7. This amount reflects an additional 116 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
Shares converted: 12,488 shares
Direct Class A holdings after transaction: 577,385 shares
Indirect Class A holdings after transaction: 58 shares
+3 more
6 metrics
Shares converted
12,488 shares
Class B common stock converted to Class A on February 14, 2025
Direct Class A holdings after transaction
577,385 shares
John Replogle direct ownership following reported transactions
Indirect Class A holdings after transaction
58 shares
Held indirectly through Replogle Family LLC after conversion
Earnout VWAP Milestone 1
$62.50 per share
VWAP threshold for 50% of Class A earnout shares to vest
Earnout VWAP Milestone 2
$75.00 per share
VWAP threshold for remaining 50% of Class A earnout shares
Total exercises in filing
12,488 shares
transactionSummary exerciseShares for all derivative exercises
Key Terms
Class A Earnout Shares, VWAP, reverse stock split, Business Combination, +2 more
6 terms
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"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
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 reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Business Combination financial
"as of the closing of the Business Combination. Such pro rata redistribution of Class B Shares is exempt"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Merger Agreement financial
"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.
Replogle Family LLC financial
"These securities are directly held by Replogle Family LLC, for which the Reporting Person serves as manager."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Grove (GROV) director John Replogle report?
John Replogle reported exercising derivatives that converted 12,488 Class B shares into 12,488 Class A common shares. These are option-like conversions, not open-market trades, and reflect a change in share class rather than a new cash investment or sale.
Were John Replogle’s Grove (GROV) transactions open-market buys or sells?
The transactions were derivative exercises/conversions coded “M,” not open-market buys or sells. Class B shares automatically converted into Class A stock, so there was no reported market trade price or cash-based purchase or sale in this Form 4.
AI-generated analysis. How Rhea-AI works. Not financial advice.
