Business Context and Reporting Period
Company: Grove Collaborative Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 5, 2023
Event: The Company effected a 1-for-5 reverse stock split of its Class A and Class B common stock, effective as of 5:00 p.m. Eastern Time on June 5, 2023. This action was authorized by stockholders at the Annual Meeting on May 24, 2023, and approved by the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and capital structure adjustments.
Material Changes
- Share Count Reduction: The reverse stock split reduced outstanding Class A Common Stock from approximately 132 million to approximately 26 million shares. Class B Common Stock was reduced from approximately 49 million to approximately 10 million shares.
- Warrant Adjustments: Public warrants were proportionately adjusted. The exercise price increased from $11.50 to $57.50 per share. The number of shares subject to public warrants decreased to an aggregate of 1,610,000 shares.
- Trading Details: Trading of Class A Common Stock on the NYSE commenced on a split-adjusted basis on June 6, 2023, under the existing symbol "GROV" with a new CUSIP number (39957D201). Warrants continue to trade under "GROV.WS" with an unchanged CUSIP.
- Fractional Shares: No fractional shares were issued. Stockholders entitled to fractional shares received a cash payment based on the average closing price of the stock over the five trading days preceding the effective time.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure that the description of the Certificate of Amendment is qualified by reference to the full document filed as Exhibit 3.1.
Investor Verification Checklist
- Verify the new CUSIP number (39957D201) for Class A Common Stock in brokerage accounts.
- Confirm the adjusted exercise price ($57.50) and share count for any held public warrants.
- Check for cash payments received in lieu of fractional shares if applicable.
- Review the Certificate of Amendment (Exhibit 3.1) for complete legal terms of the capital structure change.