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Grove Collaborative Holdings, Inc.·4

Jun 4, 2:44 PM ET

REPLOGLE JOHN B 4

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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.