[SCHEDULE 13D/A] Grove Collaborative Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Grove Collaborative Reporting Persons (HCI Grove, HCI Grove Management, Jason H. Karp and Ross Berman) filed Amendment No. 2 to their Schedule 13D to disclose a Working Group and a Letter Agreement dated September 21, 2025. The Letter Agreement creates an 18-month confidentiality obligation for the Reporting Persons and includes a standstill limiting acquisitions above 9.99% and certain transfers that would cause a third party to exceed 4.9%. It also restricts stockholder proposals, director nomination campaigns and unsolicited transaction activities, and contains a lock-up on transfers of issuer securities for up to six months (subject to specified exceptions). The Reporting Persons also quantify holdings: Jason Karp beneficially owns 1,631,110 shares (4.0%), HCI Grove owns 1,111,110 shares (2.7%), HCI Grove Management holds a warrant for 362,000 shares (0.9%), and Ross Berman beneficially owns 556,999 shares (1.4%). The Letter Agreement contemplates continued communication with the Board and management about strategic, capital allocation and potential acquisition opportunities but does not obligate continued participation.

Positive

• Established Working Group to collaboratively explore value-enhancing strategic, acquisition and capital allocation opportunities with the issuer
• Letter Agreement provides confidentiality (18-month NDA) enabling candid, non-public discussions between Reporting Persons and management/board
• Quantified holdings disclosed: Jason Karp 1,631,110 shares (4.0%), HCI Grove 1,111,110 shares (2.7%), HCI Grove Management warrant 362,000 shares (0.9%), Ross Berman 556,999 shares (1.4%)

Negative

• Standstill restrictions limit the Reporting Persons from acquiring more than 9.99% and constrain certain transfers, reducing potential activist or accumulation strategies
• Lock-up provision prevents transfers or dispositions of issuer securities for up to six months, which restricts liquidity and exit flexibility for the Reporting Persons
• Restrictions on proposals and nominations bar the Reporting Persons from making certain stockholder proposals or board nomination campaigns while bound by the agreement

Insights

Corporate Governance Expert

TL;DR: The agreement creates a structured dialogue with the board while imposing customary standstill and lock-up limits on the Reporting Persons.

The Letter Agreement formalizes a cooperative engagement between significant holders and management, enabling confidential strategic discussions under an 18-month NDA. The standstill (9.99% cap) and prohibition on certain public campaigns reduce near-term activist actions and signal a negotiated, non-hostile approach. The lock-up reduces marketable supply for up to six months which may align incentives but also limits shareholder flexibility. This is a governance-focused arrangement that prioritizes collaboration over immediate control moves.

M&A/Strategic Transactions Specialist

TL;DR: The Working Group facilitates exploration of strategic, investment or acquisition opportunities while imposing timing and transfer constraints.

By establishing a Working Group and confidentiality protections, the parties can evaluate potential transactions or capital allocation actions without public disclosure, which can preserve deal options. The agreement’s Trigger Event provisions extend standstill protections if competing nominations or third-party unsolicited approaches arise, preserving negotiated deal windows. The Letter Agreement does not commit any party to a transaction; it only structures how opportunities will be discussed and when restrictions apply.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Grove Collaborative Holdings, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

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)

09/21/2025

(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).

SCHEDULE 13D

CUSIP No. 39957D102

1

Name of reporting person

HCI Grove, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,111,110.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,111,110.00

11

Aggregate amount beneficially owned by each reporting person

1,111,110.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.7 %

14

Type of Reporting Person (See Instructions)

OO

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

CUSIP No. 39957D102

1

Name of reporting person

HCI Grove Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 362,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 362,000.00

11

Aggregate amount beneficially owned by each reporting person

362,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

OO

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

CUSIP No. 39957D102

1

Name of reporting person

Jason H. Karp

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,631,110.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,631,110.00

11

Aggregate amount beneficially owned by each reporting person

1,631,110.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.0 %

14

Type of Reporting Person (See Instructions)

IN

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

CUSIP No. 39957D102

1

Name of reporting person

Ross Berman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 556,999.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 556,999.00

11

Aggregate amount beneficially owned by each reporting person

556,999.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

IN

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

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Grove Collaborative Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1301 Sansome Street, San Francisco, CALIFORNIA , 94111.
Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2") to Schedule 13D amends the Schedule 13D filed by HCI Grove, LLC ("HCI Grove"), HCI Grove Management, LLC ("HCI Grove Management"), Jason H. Karp ("Karp") and Ross Berman ("Berman" and, together with HCI Grove, HCI Grove Management and Karp, the "Reporting Persons"), as amended by Amendment No. 1 thereto, with respect to the securities of Grove Collaborative Holdings, Inc. (such Schedule 13D, as amended, the "Schedule 13D").
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following: As previously disclosed, as of August 7, 2025, the Reporting Persons and the Issuer determined to establish the Working Group comprised of representatives of the Issuer and Messrs. Karp and Berman to identify and pursue avenues for unlocking greater value for the Issuer. In connection with their participation in the Working Group, on September 21, 2025, the Issuer, HCI Grove and HCI Grove Management entered into a Letter Agreement (the "Letter Agreement"). Pursuant to the Letter Agreement, HCI Grove and HCI Grove Management agreed (on behalf of themselves and their representatives) to customary confidentiality, non-disclosure and non-use obligations for a period of 18 months, subject to certain customary exceptions. The Letter Agreement also contains various restrictions on the Reporting Persons, including with respect to (i) the acquisition by the Reporting Persons of beneficial ownership of more than 9.99% of the Issuer's outstanding common stock and the transfer of shares (other than in certain open market transactions) in a manner that would result in a third party beneficially owning more than 4.9% of the Issuer's outstanding common stock, (ii) making certain stockholder proposals, nominations, or public statements regarding the Issuer's management and Board structure and participating in certain campaigns with respect to the Issuer's directors and (iii) making, participating in or taking certain actions with respect to unsolicited transactions. Such provisions will expire upon the six month anniversary of the date of the Letter Agreement, provided, that if prior to the Issuer's 2026 annual meeting of stockholders any (A) stockholder of the Issuer (other than a then-serving executive officer or director of the Issuer) submits and has not withdrawn a nomination for the Board or a stockholder proposal or commences a withhold campaign with respect to any Issuer candidate for the Board, or (B) third party publicly seeks to undertake an extraordinary transaction with the Issuer without the approval of the Board (either (A) or (B), a "Trigger Event"), then the standstill termination date will automatically be extended to the earlier of (i) the first business day after completion of the Issuer's 2026 annual meeting of stockholders and (ii) if such meeting has not yet occurred, September 30, 2026. Additionally, the Letter Agreement contains a lock-up provision that prohibits the Reporting Persons from transferring or disposing of the Issuer's securities, except in certain limited circumstances, such as certain transfers to affiliates or Board-approved transactions. The lock-up provision applies until the earlier of (i) six months following the date of the Letter Agreement and (ii) the first date after the agreement that any officer or director transfers the Issuer's common stock in a reportable transaction (other than certain permitted circumstances). The Letter Agreement also provides that HCI Grove and HCI Grove Management may terminate the Working Group at any time, and that the Issuer may terminate the Working Group at any time after the six-month anniversary of the date of the Letter Agreement or earlier in certain limited circumstances. The Letter Agreement also contemplates the automatic termination of the Working Group as of September 30, 2026. For so long as the Reporting Persons participate in the Working Group, the Reporting Persons anticipate that, they and their representatives will communicate with members of the Board and members of the Issuer's management, with respect to potential strategic opportunities that may be available to the Issuer, potential investment and acquisition opportunities, capital allocation and other operational, strategic, financial or governance matters. The Letter Agreement does not obligate any of the Reporting Persons to continue to participate in the Working Group. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 3 hereto and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to add the following: The disclosure in Item 4 regarding the Letter Agreement is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended to add the following exhibits: Exhibit 3 Letter Agreement, dated September 21, 2025, between Grove Collaborative Holdings, Inc., HCI Grove, LLC and HCI Grove Management, LLC.* * Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HCI Grove, LLC

Signature:	/s/ Jason H. Karp
Name/Title:	Jason H. Karp/Manager
Date:	09/23/2025

HCI Grove Management, LLC

Signature:	/s/ Ross Berman
Name/Title:	Ross Berman/Manager
Date:	09/23/2025

Jason H. Karp

Signature:	/s/ Jason H. Karp
Name/Title:	Jason H. Karp
Date:	09/23/2025

Ross Berman

Signature:	/s/ Ross Berman
Name/Title:	Ross Berman
Date:	09/23/2025

FAQ

What is the purpose of the Letter Agreement disclosed in the GROVW Schedule 13D/A?

The Letter Agreement establishes a Working Group and sets confidentiality and conduct terms so the Reporting Persons can discuss strategic, investment, acquisition and capital allocation opportunities with the issuer.

How long is the confidentiality obligation in the Letter Agreement?

The confidentiality, non-disclosure and non-use obligations last for 18 months, subject to customary exceptions as stated in the Letter Agreement.

What ownership percentages do the Reporting Persons disclose in this filing for GROVW?

Jason H. Karp: 1,631,110 shares (4.0%); HCI Grove, LLC: 1,111,110 shares (2.7%); HCI Grove Management, LLC (warrant): 362,000 shares (0.9%); Ross Berman: 556,999 shares (1.4%).

What acquisition limits are imposed by the Letter Agreement?

The Reporting Persons agreed not to acquire beneficial ownership of more than 9.99% of the issuer’s outstanding common stock and not to transfer shares in ways that would cause a third party to exceed 4.9%.

How long does the lock-up on transfers last under the Letter Agreement?

The lock-up applies until the earlier of six months after the agreement date or the first date an officer or director reports a transfer in a reportable transaction, subject to specified exceptions.