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Grove Collaborative holder at 5.1% gains board seat

Grove Collaborative Holdings, Inc. (GROV) has an updated Schedule 13D/A from HCI Grove, LLC, HCI Grove Management, LLC, Jason H. Karp, and Ross Berman.

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Grove Collaborative Holdings, Inc. (GROV) has an updated Schedule 13D/A from HCI Grove, LLC, HCI Grove Management, LLC, Jason H. Karp, and Ross Berman. The reporting persons together beneficially own 2,188,109 shares of Class A Common Stock, representing 5.1% of the outstanding Class A shares, based on 42,701,046 shares outstanding as of July 31, 2026.

The filing also notes that on August 27, 2026, the Board of Directors appointed Jason H. Karp to serve on the Board as a Class III director, with a term expiring at the 2028 annual meeting of shareholders. As a director, Karp participates in the management and policies of the company and may take positions or actions on matters presented to the Board.

Positive

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Negative

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Filing Explained

The amendment clarifies that the reported beneficial ownership includes a currently exercisable warrant for 362,000 Class A shares held through HCI Grove Management; those shares are issuable upon exercise rather than already issued.

Aggregate beneficial ownership 2,188,109 shares of Class A Common Stock Beneficially owned by all reporting persons; represents approximately 5.1% of the class
Ownership percentage 5.1% Percentage of Class A Common Stock beneficially owned by reporting persons as a group
Shares outstanding 42,701,046 shares of Class A Common Stock Issued and outstanding as of July 31, 2026, used as the ownership calculation base
HCI Grove, LLC beneficial ownership 1,111,110 shares; 2.6% Class A Common Stock beneficially owned with shared voting and dispositive power
HCI Grove Management, LLC beneficial ownership 362,000 shares; 0.8% Consists of a currently exercisable warrant to purchase 362,000 Class A shares (on an adjusted basis)
Jason H. Karp beneficial ownership 1,631,110 shares; 3.8% Includes 520,000 shares held directly and 1,111,110 shares held by HCI Grove, LLC
Ross Berman beneficial ownership 556,999 shares; 1.3% Includes 194,999 shares held directly and 362,000 shares issuable upon exercise of a warrant
Board appointment term end 2028 annual meeting of shareholders End of the Class III Board term for which Jason H. Karp was appointed on August 27, 2026
beneficially own financial
"the Reporting Persons beneficially own an aggregate of 2,188,109 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Schedule 13D regulatory
"This Amendment No. 3 ... amends the filed by HCI Grove, LLC"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
warrant financial
"Consists of a warrant to purchase an aggregate of 362,000 shares"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
dispositive power financial
"Shared Dispositive Power 1,111,110.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Class III of the Board regulatory
"appointed Karp to serve on the Board as a member of Class III"

FAQ

How much of GROV does the HCI Grove group report owning in this Schedule 13D/A?

The reporting persons state they beneficially own 2,188,109 shares of Grove Collaborative Holdings, Inc. Class A Common Stock, representing approximately 5.1% of the outstanding Class A shares, based on 42,701,046 shares outstanding as of July 31, 2026.

What are the individual ownership stakes reported in this GROV Schedule 13D/A amendment?

HCI Grove, LLC reports 1,111,110 shares (2.6%); HCI Grove Management, LLC reports 362,000 shares (0.8%); Jason H. Karp reports 1,631,110 shares (3.8%); and Ross Berman reports 556,999 shares (1.3%) of Class A Common Stock.

How is Jason H. Karp’s GROV ownership composed according to the filing?

Jason H. Karp’s reported beneficial ownership of 1,631,110 shares consists of 520,000 Class A shares held directly and 1,111,110 Class A shares held by HCI Grove, LLC, for which he is the sole Manager and may be deemed to have voting, investment and dispositive power.

What Board change at GROV is disclosed in this Schedule 13D/A?

On August 27, 2026, the Board of Grove Collaborative Holdings, Inc. appointed Jason H. Karp as a Class III director for a term expiring at the company’s 2028 annual meeting of shareholders. As a director, he participates in the company’s management and policies.

What is Ross Berman’s interest in GROV according to this amended Schedule 13D?

Ross Berman reports beneficial ownership of 556,999 shares (about 1.3%), consisting of 194,999 Class A shares held directly and 362,000 Class A shares issuable upon exercise of a warrant held by HCI Grove Management, LLC, of which he is the sole Manager.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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39957D102

(CUSIP Number)
Ross Berman
HCI Grove, LLC, 807 West Ave.
Austin, TX, 78701
917-699-1415

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/27/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Jason H. Karp is the sole Manager of HCI Grove, LLC and may be deemed to have voting, investment and dispositive power with respect to these securities.


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Consists of a warrant to purchase an aggregate of 362,000 shares of the Class A Common Stock (on an adjusted basis), which is currently exercisable. Ross Berman is the sole Manager of HCI Grove Management, LLC and may be deemed to have voting, investment and dispositive power with respect to these securities.


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Consists of (i) 520,000 shares of Class A Common Stock held by Mr. Karp directly and (ii) 1,111,110 shares of Class A Common Stock held by HCI Grove, LLC, of which Mr. Karp is the sole Manager.


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Consists of (i) 194,999 shares of Class A Common Stock held by Mr. Berman directly and (ii) 362,000 shares of Class A Common Stock issuable upon exercise of a warrant held by HCI Grove Management, LLC, of which Mr. Berman is the sole Manager.


SCHEDULE 13D


HCI Grove, LLC
Signature:/s/ Jason H. Karp
Name/Title:Jason H. Karp/Manager
Date:08/31/2026
HCI Grove Management, LLC
Signature:/s/ Ross Berman
Name/Title:Ross Berman/Manager
Date:08/31/2026
Jason H. Karp
Signature:/s/ Jason H. Karp
Name/Title:Jason H. Karp
Date:08/31/2026
Ross Berman
Signature:/s/ Ross Berman
Name/Title:Ross Berman
Date:08/31/2026