SCHEDULE: Grove Collaborative Forms Working Group for Strategic Review

Grove Collaborative Holdings, Inc. has formed a working group with activist shareholders to explore strategic alternatives aimed at maximizing stockholder value.

Summary

• HCI Grove, LLC, HCI Grove Management, LLC, Jason H. Karp, and Ross Berman (the "Reporting Persons") collectively beneficially own 2,188,109 shares of Grove Collaborative Holdings, Inc. Class A Common Stock, representing approximately 5.3% of the outstanding shares.
• The Reporting Persons previously urged the Board to pursue strategic alternatives via a letter dated July 8, 2025.
• On August 7, 2025, a Working Group was established, comprising three Board members (Stuart Landesberg, Larry Cheng, Jeff Yurcisin) and Messrs. Karp and Berman.
• The Working Group's purpose is to identify and pursue avenues for stockholder value creation through strategic and operational initiatives.
• The Reporting Persons continue to advocate for strategic alternatives such as a sale to a strategic company, a merger with a profitable partner, or a take-private transaction with a financial sponsor.
• The Reporting Persons anticipate ongoing communication with the Board, management, and potentially other stockholders regarding strategic opportunities, investment/acquisition opportunities, capital allocation, and governance matters.
• They may also introduce potential candidates for business combinations or financing transactions.

Sentiment

Score: 7

Explanation: The formation of a working group to explore strategic alternatives, driven by activist shareholders, is generally a positive catalyst for value creation, indicating a proactive approach to addressing shareholder concerns and unlocking potential.

Positives

• Formation of a dedicated Working Group with Board and activist shareholder representation to actively explore strategic and operational initiatives for value creation.
• Commitment from Reporting Persons to assist the Working Group in reviewing strategic opportunities, potentially introducing candidates for business combinations or financing transactions.
• The company is formally addressing shareholder concerns regarding value maximization by engaging with significant shareholders.

Future Outlook

The company, in collaboration with activist shareholders, will actively explore strategic and operational initiatives, including potential sales, mergers, or take-private transactions, to enhance stockholder value. The Working Group is expected to meet periodically to develop recommendations for the Board.

Management Comments

• 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.

Industry Context

This filing indicates a significant development in corporate governance and shareholder activism within the consumer goods or e-commerce sector, where companies may face pressure to optimize performance or explore consolidation opportunities. The formation of a working group to explore strategic alternatives is a common response to activist investor demands for value creation.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased value through strategic alternatives, including a sale, merger, or take-private transaction.
• Management and Board: Increased scrutiny and collaboration with activist shareholders on strategic direction and operational efficiency.

Next Steps

• The Working Group is expected to meet periodically to develop recommendations to the Board regarding opportunities to drive value creation for stockholders.
• The Reporting Persons anticipate communicating with the Board, management, and other stockholders regarding strategic opportunities, investment/acquisition opportunities, capital allocation, and governance matters.

Key Dates

Recommendation

The formation of a Working Group with activist shareholders to explore strategic alternatives, including a potential sale or merger, signals a strong commitment to unlocking shareholder value. This development often acts as a positive catalyst, suggesting that the company is actively pursuing options that could lead to a higher valuation or a premium for existing shares. While the outcome is not guaranteed, the initiation of such a process typically creates an attractive entry point for investors anticipating a positive resolution.

Keywords

Grove Collaborative, Strategic Alternatives, Shareholder Activism, Corporate Governance, Value Creation, Merger, Acquisition, Take-Private, Class A Common Stock, SEC Filing, Schedule 13D