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SCHEDULE 13D/A 0001832413 XXXXXXXX LIVE 1 Class A Common Stock, $0.0001 par value per share 08/07/2025 false 0001841761 39957D102 Grove Collaborative Holdings, Inc. 1301 Sansome Street San Francisco CA 94111 Ross Berman 917-699-1415 HCI Grove, LLC 807 West Ave. Austin TX 78701 Y HCI Grove, LLC b AF N DE 0.00 1111110.00 0.00 1111110.00 1111110.00 N 2.7 OO 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. Y HCI Grove Management, LLC b OO N DE 0.00 362000.00 0.00 362000.00 362000.00 N 0.9 OO 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. 0001832413 N Jason H. Karp b PF N X1 0.00 1631110.00 0.00 1631110.00 1631110.00 N 4.0 IN 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. 0001433767 N Ross Berman b PF N X1 0.00 556999.00 0.00 556999.00 556999.00 N 1.4 IN 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. Class A Common Stock, $0.0001 par value per share Grove Collaborative Holdings, Inc. 1301 Sansome Street San Francisco CA 94111 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"). 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). 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% HCI Grove, LLC /s/ Jason H. Karp Jason H. Karp/Manager 08/11/2025 HCI Grove Management, LLC /s/ Ross Berman Ross Berman/Manager 08/11/2025 Jason H. Karp /s/ Jason H. Karp Jason H. Karp 08/11/2025 Ross Berman /s/ Ross Berman Ross Berman 08/11/2025