[8-K] Grove Collaborative Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Grove Collaborative Holdings, Inc. (NYSE: GROV) filed an 8-K disclosing an Amendment to its $100 million Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville). The original July 18, 2022 SEPA permits Grove to issue up to $100 million of Class A common stock to Yorkville at its discretion over 36 months.

The July 8 2025 amendment makes two material changes: (1) the definition of “Market Price” is revised from the average volume-weighted average price (VWAP) over three trading days to the lowest daily VWAP within that period, and (2) the commitment period is extended to August 1 2027, providing Grove an additional two years of access to the facility.

Implications for investors: The extension enhances Grove’s liquidity flexibility and could reduce financing risk during a challenging macro environment. However, using the lowest VWAP as the pricing floor may lead to lower issuance prices and greater dilution for existing shareholders if the facility is drawn. No immediate share issuance or financial metrics were reported; the amendment simply modifies contractual terms.

Positive

• Extended access to $100 million equity facility through August 1 2027, improving Grove’s liquidity planning window.
• No increase in commitment fee or facility size, preserving existing cost structure while adding time flexibility.

Negative

• Market Price definition changed to lowest daily VWAP, likely resulting in lower issuance prices and higher shareholder dilution.
• Continued reliance on equity financing signals persistent capital needs and may pressure per-share metrics if facility is used.

Insights

Equity Capital Markets Specialist

TL;DR: Extension boosts liquidity, but pricing change heightens dilution risk.

The SEPA now runs to 2027, giving Grove a standing back-stop for equity capital. This is useful for a consumer-products company with uneven cash flows and limited traditional debt capacity. Yet, shifting to the lowest VWAP over three days tilts pricing in Yorkville’s favour and, by design, increases share count needed to raise a given dollar amount. Investors should model a larger potential ownership hit if management taps the facility in a weak tape. Absence of a higher dollar cap means total dilution remains theoretically capped at $100 million, but effective dilution could rise materially if share price weakens.

Sell-side Consumer Products Analyst

TL;DR: Liquidity safety-net secured; neutral overall pending usage.

On balance, the amendment provides strategic flexibility: Grove may postpone or avoid costly external financings while navigating its path to profitability. The longer commitment period coincides with management’s multi-year turnaround plan. The potentially lower issuance price is a concern, but only material if management actively draws on the facility. Investors should monitor actual take-downs disclosed in future 8-Ks and quarterly reports.

0001841761FALSE00018417612025-07-082025-07-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2025

GROVE COLLABORATIVE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40263

88-2840659

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1301 Sansome Street San Francisco, California						94111
(Address of principal executive offices)						(Zip Code)

(800) 231-8527

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001

GROV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement

On July 18, 2022, Grove Collaborative Holdings, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) whereby the Company has the right, but not the obligation, to sell to Yorkville up to $100.0 million of its shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), at the Company’s request during the 36 months following the execution of the SEPA, subject to certain conditions.

On July 8, 2025, the Company and Yorkville entered into the Amendment to Standby Equity Purchase Agreement (the “SEPA Amendment”), in which the Company and Yorkville agreed to: (1) change the definition of “Market Price” from the average VWAP (as defined below) of the Common Stock during the three consecutive trading days commencing on the notice date to the lowest of the daily VWAP of the Common Stock during such three consecutive trading day period, and (2) extend the commitment period under the SEPA to August 1, 2027. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s Class A common stock for such date on the New York Stock Exchange as reported by Bloomberg L.P. during regular trading hours.

The foregoing description of the SEPA Amendment is qualified in its entirety by reference to the full text of the SEPA Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

10.1

Amendment to Standby Equity Purchase Agreement, dated July 8, 2025, between the Company and Yorkville

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GROVE COLLABORATIVE HOLDINGS, INC.

Dated: July 8, 2025

By:

/s/ Tom Siragusa

Name:

Tom Siragusa

Title:

Interim Chief Financial Officer

FAQ

What did Grove Collaborative (GROV) announce in its July 8 2025 8-K?

The company amended its Standby Equity Purchase Agreement, extending it to August 1 2027 and revising the pricing formula.

How much capital can Grove raise under the updated SEPA?

Up to $100 million of Class A common stock, the same limit set in 2022.

How was the pricing formula modified?

Shares will now be sold at the lowest daily VWAP during a three-day period instead of the prior three-day average VWAP.

Does the amendment immediately dilute current shareholders?

No. Dilution occurs only if Grove issues shares to Yorkville; the amendment changes terms but no issuance was reported.

Why might Grove need this extended facility?

It provides a liquidity backstop for working capital or strategic initiatives while Grove seeks path to profitability.