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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0001832413 XXXXXXXX LIVE 3 Class A Common Stock, $0.0001 par value per share 08/27/2026 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 2.6 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 0.8 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 3.8 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 1.3 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. 3 (this "Amendment No. 3") to Schedule 13D amends the Schedule 13D 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"), as amended by Amendment No. 1 and Amendment No. 2 thereto, with respect to the securities of Grove Collaborative Holdings, Inc. (the "Company", and such Schedule 13D, as amended, the "Schedule 13D"). Item 4 of the Schedule 13D is hereby amended to add the following: On August 27, 2026, the Board of Directors (the "Board") of the Company appointed Karp to serve on the Board as a member of Class III of the Board for a term expiring at the Company's annual meeting of shareholders in 2028. As a member of the Board, Karp participates in the management and policies of the Company and, in that capacity, may take positions or actions with respect to matters presented to the Board. As of the date hereof, the Reporting Persons beneficially own an aggregate of 2,188,109 shares of Class A Common Stock, representing approximately 5.1% of the outstanding shares of Class A Common Stock (based upon 42,701,046 shares of Class A Common Stock issued and outstanding as of July 31, 2026, as set forth on the front cover of the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 filed with the U.S. Securities and Exchange Commission on August 6, 2026). (1) HCI Grove Number of shares: 1,111,110 Percentage of shares: 2.6% (2) HCI Grove Management Number of shares: 362,000 Percentage of shares: 0.8% (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: 3.8% (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: 1.3% HCI Grove, LLC /s/ Jason H. Karp Jason H. Karp/Manager 08/31/2026 HCI Grove Management, LLC /s/ Ross Berman Ross Berman/Manager 08/31/2026 Jason H. Karp /s/ Jason H. Karp Jason H. Karp 08/31/2026 Ross Berman /s/ Ross Berman Ross Berman 08/31/2026