REPLOGLE JOHN B 4
4 · Grove Collaborative Holdings, Inc. · Filed Jun 4, 2026
Research Summary
AI-generated summary of this filing
Grove Collaborative (GROV) Director John Replogle Converts Earnout Derivatives
What Happened
John B. Replogle, a director of Grove Collaborative (GROV), reported conversion/exercise of derivative instruments on February 14, 2025. The filing shows conversion/exercise entries for 5 shares and 12,483 shares (total 12,488 shares). Corresponding disposition entries are reported at $0.00 (derivative), indicating a non‑cash conversion/transfer rather than a market sale. These shares are Class A Earnout Shares and remain subject to vesting milestones tied to the company’s VWAP.
Key Details
- Transaction date: 2025-02-14; Form 4 filed: 2026-06-04 (late filing).
- Reported instruments: two derivative exercises/conversions (5 shares and 12,483 shares; total 12,488).
- Price/proceeds: Disposed at $0.00 (derivative) — no cash proceeds reported.
- Shares owned after transaction: see footnote F5 (balance reported as of 06/02/2026 in the filing).
- Notable footnotes:
- F1/F2: These are Class A Earnout Shares subject to 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. Shares issued in exchange for RSUs/options carry the same vesting/forfeiture terms.
- F3: Certain Class B shares converted 1-for-1 into Class A shares and remain subject to the price conditions in F1.
- F4: Some securities are held directly by Replogle Family LLC, for which Mr. Replogle is manager.
- F6/F7: Filing reflects prior corporate actions (1-for-5 reverse split in 2023 and redistribution of forfeited Class B shares).
- Filing timeliness: The Form 4 was filed over a year after the reported transactions (filed 2026-06-04 for 2025-02-14 activity), which reduces the immediacy of disclosure for market participants.
Context
- These entries reflect conversion/exercise of derivative interests into earnout-class shares rather than an open‑market buy or cash sale. The reported $0 disposition typically means a non‑cash transfer or conversion rather than a cash sale.
- Because the converted shares are subject to earnout milestones, they are not fully vested and may not be freely tradable until the VWAP conditions are met.
- Late filing means the market and investors did not receive timely disclosure of this conversion; it does not, by itself, indicate intent or sentiment by the insider.
Insider Transaction Report
Form 4
REPLOGLE JOHN B
Director
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F4]2025-02-14+5→ 58 total(indirect: See footnote) - Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F5]2025-02-14+12,483→ 577,385 total - Exercise/Conversion
Class B Common Stock
[F3][F6][F1][F2][F4]2025-02-14−5→ 0 total(indirect: See footnote)→ Class A Common Stock (5 underlying) - Exercise/Conversion
Class B Common Stock
[F3][F6][F7][F1][F2]2025-02-14−12,483→ 0 total→ Class A Common Stock (12,483 underlying)
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.
Signature
/s/Barbara Wallace, Attorney-in-Fact for John B. Replogle|2026-06-04