GROV Schedule 13D/A: Activists Join Board Working Group

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D discloses that HCI Grove, HCI Grove Management, Jason H. Karp and Ross Berman (the Reporting Persons) collectively beneficially own 2,188,109 shares of Grove Collaborative Holdings, Inc. Class A common stock, representing approximately 5.3% of the Class A shares outstanding based on 41,012,879 shares issued and outstanding as of August 4, 2025. The filing reflects holdings by HCI Grove (1,111,110 shares, 2.7%), HCI Grove Management (362,000 shares, 0.9%—warrant-based), Mr. Karp (1,631,110 shares, 4.0%) and Mr. Berman (556,999 shares, 1.4%).

The Amendment reports that, following a July 8, 2025 letter urging strategic alternatives, the Reporting Persons and the company agreed on August 7, 2025 to form a Working Group. The Working Group includes three Board members (Stuart Landesberg, Larry Cheng and Jeff Yurcisin) plus Messrs. Karp and Berman, and will meet periodically to develop recommendations to pursue strategic and operational initiatives, including potential sale, merger or take-private transactions, and to identify investment, financing or acquisition opportunities.

Positive

• Formation of a Working Group including three independent Board members and the Reporting Persons to assess strategic and operational initiatives.
• Aggregate 5.3% beneficial ownership (2,188,109 Class A shares) by the Reporting Persons, giving them material minority influence.
• Ability to introduce potential acquisition, financing or partner candidates and assist the company in reviewing strategic opportunities.

Negative

• Potential for significant corporate change (sale, merger, take-private) may create operational or strategic uncertainty for other stakeholders.
• Reporting Persons hold shared but not sole voting power (sole voting power reported as 0), so they cannot unilaterally control outcomes.

Insights

Financial Analyst

TL;DR: A 5.3% stake plus direct participation in a board Working Group increases likelihood of strategic options being actively pursued.

The filing shows the Reporting Persons hold a meaningful minority position (2,188,109 Class A shares, ~5.3%). Their inclusion in a Working Group with three directors formalizes an avenue to propose and vet strategic alternatives, such as sale, merger or take-private transactions, and to introduce potential financing or acquisition partners. This structure can accelerate evaluation of strategic scenarios and centralize dialogue between activists and management, making material corporate actions more likely to advance.

Corporate Governance Expert

TL;DR: Collaboration via a Board Working Group creates oversight access but does not transfer formal control or guarantee outcomes.

The Amendment documents cooperative engagement rather than a change in control: the Reporting Persons report shared voting and dispositive power and record 0 sole voting power. The Working Group provides a forum to develop recommendations for the full Board but does not itself replace Board decision-making. While the filing signals active shareholder engagement on strategic alternatives, ultimate actions remain subject to Board approval and formal corporate governance processes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

08/07/2025

(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. 1 (this "Amendment") to Schedule 13D is 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"), with respect to the securities of Grove Collaborative Holdings, Inc. (as amended by this Amendment No. 1, the "Schedule 13D").
Item 4.	Purpose of Transaction
	As previously disclosed, on July 8, 2025, the Reporting Persons delivered the July 8 Letter, which urged the Board to pursue strategic alternatives. In response to discussions between the Reporting Persons and members of the Board and the Company's senior management that followed the July 8 Letter, as of August 7, 2025, the Reporting Persons and the Issuer determined to establish a working group (the "Working Group") comprised of three members of the Issuer's Board (Stuart Landesberg, Larry Cheng and Jeff Yurcisin) and Messrs. Karp and Berman to facilitate the Company's identification and pursuit of avenues to create stockholder value through strategic and operational initiatives. The Working Group is expected to meet periodically to develop recommendations to the Board regarding opportunities to drive value creation for stockholders. Consistent with the July 8 Letter, the Reporting Persons continue to believe that pursuing strategic alternatives, including a sale to a strategic company, a merger with a profitable partner or a take-private transaction with a financial sponsor are the avenues that are most likely to maximize value for the Issuer's stockholders. The Reporting Persons anticipate that, from time to time, they and their representatives will communicate with members of the Board and members of the Issuer's management, in connection with Messrs. Karp and Berman's participation in the Working Group or otherwise, and potentially with other stockholders of the Issuer, 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. Among other things, the Reporting Persons may introduce the Issuer to potential candidates for a business combination or financing transaction, and/or discuss and assist the Working Group in its review of one or more strategic or other opportunities (whether or not the opportunities are introduced by the Reporting Persons).
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Persons beneficially own an aggregate of 2,188,109 shares of Class A Common Stock, representing approximately 5.3% of the outstanding shares of Class A Common Stock (based upon 41,012,879 shares of Class A Common Stock issued and outstanding as of August 4, 2025, as set forth on the front cover of the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the U.S. Securities and Exchange Commission on August 7, 2025). (1) HCI Grove Number of shares: 1,111,110 Percentage of shares: 2.7% (2) HCI Grove Management Number of shares: 362,000 Percentage of shares: 0.9% (3) Jason H. Karp Number of shares: 1,631,110 (comprised 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, of which Mr. Karp is the sole Manager) Percentage of shares: 4.0% (4) Ross Berman Number of shares: 556,999 (comprised 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, of which Mr. Berman is the sole Manager) Percentage of shares: 1.4%

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:	08/11/2025

HCI Grove Management, LLC

Signature:	/s/ Ross Berman
Name/Title:	Ross Berman/Manager
Date:	08/11/2025

Jason H. Karp

Signature:	/s/ Jason H. Karp
Name/Title:	Jason H. Karp
Date:	08/11/2025

Ross Berman

Signature:	/s/ Ross Berman
Name/Title:	Ross Berman
Date:	08/11/2025

FAQ

What stake do the Reporting Persons hold in Grove Collaborative (GROV)?

The Reporting Persons beneficially own an aggregate of 2,188,109 shares, representing approximately 5.3% of Class A common stock.

Who are the Reporting Persons named in the Schedule 13D/A for GROV?

The Reporting Persons are HCI Grove, LLC, HCI Grove Management, LLC, Jason H. Karp and Ross Berman.

What action did the Reporting Persons take before this Amendment No. 1?

They delivered a July 8, 2025 letter urging the Board to pursue strategic alternatives, which preceded formation of the Working Group.

What is the Working Group and who is on it?

As of August 7, 2025, the Working Group comprises Board members Stuart Landesberg, Larry Cheng, Jeff Yurcisin and Reporting Persons Jason Karp and Ross Berman.

What strategic alternatives are the Reporting Persons pursuing for GROV?

The Reporting Persons stated they favor pursuing strategic alternatives including a sale to a strategic company, a merger with a profitable partner or a take-private transaction with a financial sponsor.