SCHEDULE 13D/A: Volition Capital's Stake in Grove Collaborative Diluted to 23.7% Following Issuer's Share Sales

Volition Capital and its affiliates reported a decrease in their beneficial ownership of Grove Collaborative Holdings, Inc. Class A Common Stock to 23.7% due to dilution from the Issuer's recent share sales, not from their own dispositions.

Summary

• Volition Capital Fund IV, L.P., Volition Capital Advisors IV, LLC, and Lawrence Cheng (collectively, the "Reporting Persons") filed an Amendment No. 3 to their Schedule 13D regarding their beneficial ownership in Grove Collaborative Holdings, Inc.
• The Reporting Persons now beneficially own an aggregate of 12,500,097 shares of Class A Common Stock.
• This represents 23.7% of the Issuer's Class A Common Stock, calculated based on 40,152,722 shares outstanding as of March 11, 2025, plus the 12,500,097 shares underlying preferred stock.
• The decrease in percentage ownership (over 1%) since the Original Schedule 13D filing was due to dilution caused by Grove Collaborative Holdings, Inc.'s sales of additional Class A Common Stock, not from any disposition of shares by the Reporting Persons.
• Lawrence Cheng, a managing member of Volition Capital Advisors IV, LLC, is also a member of Grove Collaborative's Board.

Sentiment

Score: 5

Explanation: The document is a factual update on beneficial ownership, reporting a decrease in percentage due to dilution from the Issuer's share sales, not a disposition by the reporting entity. This is a neutral event in terms of the reporting entity's commitment, as they did not sell shares.

Positives

• The Reporting Persons did not dispose of any shares, indicating continued commitment to their investment in Grove Collaborative Holdings, Inc.
• Volition Capital and its affiliates maintain a significant beneficial ownership stake of 23.7% in Grove Collaborative Holdings, Inc., suggesting ongoing influence and interest.

Negatives

• The Reporting Persons' aggregate percentage ownership in Grove Collaborative Holdings, Inc. decreased by over 1% due to dilution from the Issuer's sales of additional Class A Common Stock.

Risks

• The number of Class A Common Stock shares underlying the Series A Preferred Stock and Series A' Preferred Stock held by Volition Fund IV may vary based on the applicable Conversion Rate, potentially impacting future ownership percentages.
• Further sales of Class A Common Stock by the Issuer could lead to additional dilution of existing shareholders' percentage ownership.

Future Outlook

This filing does not contain explicit forward-looking statements or guidance from the reporting persons or the Issuer, focusing instead on a historical update of beneficial ownership.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership percentage for a significant investor, primarily driven by the Issuer's capital-raising activities. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: Existing shareholders, including the Reporting Persons, experienced dilution of their percentage ownership due to the issuance of new shares by the company.
• Company (Issuer): The Issuer likely raised capital through the sale of additional Class A Common Stock, which could support its operations or strategic initiatives.

Key Dates

Keywords

Grove Collaborative Holdings Inc., Volition Capital, Schedule 13D, Beneficial Ownership, Class A Common Stock, Dilution, SEC Filing, Preferred Stock Conversion