Landesberg Stuart 4
4 · Grove Collaborative Holdings, Inc. · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Grove (GROV) Director Stuart Landesberg Exercises/Converts Earnout Shares
What Happened
- Stuart Landesberg, a director of Grove Collaborative (GROV), reported derivative transactions dated Feb 14, 2025 in which he acquired 92,429 shares via exercise/conversion (code M) and concurrently recorded disposals of the same 92,429 shares at $0.00. The acquired amounts break down as 79,836 shares and 12,593 shares (total 92,429). The disposals are reported at $0 and are listed as derivative transactions.
- Net effect: no cash proceeds reported and no net increase in tradable shares from these entries. These securities are described in the filing as Class A “Earnout Shares” (see footnotes) subject to vesting/price milestones rather than standard open‑market purchases or sales.
Key Details
- Transaction date: February 14, 2025; Form 4 filed June 3, 2026 (filed late — more than a year after the transactions).
- Reported entries: Acquired 12,593 and 79,836 shares (exercise/conversion, price N/A); Disposed 79,836 and 12,593 shares at $0.00 (derivative disposals).
- Shares owned after transaction: not explicitly stated in the trade lines; footnote F5 references the reporting person’s balance as of 06/02/2026 (filing does not list the numeric balance in the transaction table).
- Notable footnotes:
- F1/F2: These are Class A Earnout Shares subject to VWAP‑based vesting milestones (50% vest if VWAP ≥ $62.50 for 20 of 30 trading days; remaining 50% vest if VWAP ≥ $75.00 for 20 of 30 trading days) and subject to merger agreement redistribution/forfeiture rules.
- F3: Some shares were Class B shares that converted 1-for-1 into Class A shares but remain subject to the price/vesting conditions.
- F4: Securities are held in The Landesberg Living Trust (co‑trustee: reporting person and spouse).
- F6–F8: Other administrative details noted (reverse split and prior redistributions of Class B shares).
- Filing timeliness: This Form 4 was filed long after the reported transaction date; late filings reduce timeliness of disclosure for investors.
Context
- Transaction code M indicates an exercise or conversion of derivatives (here, earnout/converted shares). The matching acquisitions and $0 disposals suggest these were conversions/redistributions under the merger/earnout terms rather than open‑market sales or purchases.
- For retail investors: this filing does not show a market purchase or a cash sale that would signal a straightforward bullish or bearish insider bet. Instead, it documents corporate/merger‑related conversion and redistribution of earnout shares that remain subject to future price‑based vesting.
Insider Transaction Report
Form 4
Landesberg Stuart
Director
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F4]2025-02-14+12,593→ 136,151 total(indirect: See footnote) - Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F5]2025-02-14+79,836→ 1,663,283 total - Exercise/Conversion
Class B Common Stock
[F3][F6][F7][F1][F2]2025-02-14−79,836→ 0 total→ Class A Common Stock (79,836 underlying) - Exercise/Conversion
Class B Common Stock
[F3][F6][F8][F1][F2][F4]2025-02-14−12,593→ 0 total(indirect: See footnote)→ Class A Common Stock (12,593 underlying)
Footnotes (8)
- [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](continued) In addition, any Earnout Shares issued in exchange for Grove RSUs or options are subject to the same vesting terms as the underlying RSUs and options and, if the underlying RSU or option is forfeited, the corresponding Earnout Shares will also be forfeited and distributed to the other holder of Grove securities as if immediately prior to the closing of the 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 The Landesberg Living Trust, dated October 15, 2021, for which the Reporting Person and his spouse serve as co-trustees.
- [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 745 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.
- [F8]This amount reflects an additional 117 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.
Signature
/s/Barbara Wallace, Attorney-in-Fact for Stuart Landesberg|2026-06-03