GROVW

Refer to Note 7, Commitments and Contingencies in our financial statements, included elsewhere in this Annual Report on Form 10-K.
We previously had shares of Class B Common Stock outstanding.
The outstanding shares of our Class B Common Stock automatically converted to Class A Common Stock in February 2025 pursuant to our certificate of incorporation.
Any outstanding options or rights to purchase Class B Common Stock also converted to options or rights to purchase Class A Common Stock at the same time.
Holders of Record As of December 31, 2025, there were 911 stockholders of record of our Class A Common Stock.
The actual number of holders of our Class A Common Stock may be greater than the number of record holders, and may include stockholders who are beneficial owners, but whose shares are held in street names by brokers or other nominees.
Dividend Policy We have never declared or paid cash dividends on our Class A Common Stock.
Recent Sales of Unregistered Securities There were no sales of unregistered equity securities during the year ended December 31, 2025.
We primarily operate an online direct-to-consumer website and mobile application (“DTC platform”) where we both sell our Grove Brands and other leading natural and mission-based CPG brands, providing consumers with a selection of curated products across many categories and brands.
We refer to this part of our business as “DTC.” In the fourth quarter of 2024, we made the decision to exit the business of selling Grove Co. products in brick and mortar retail channels and completed this exit in 2025.
We expect our exit from brick-and-mortar retail to improve our profitability while having an insignificant impact on our revenue.
Since inception, we have invested heavily in building out both our ecommerce platform and Grove Brands, and over this period we have operated at a loss.
We have an accumulated deficit of $660.2 million as of December 31, 2025.
In connection with the reorganizations, we recorded charges totaling $1.9 million and $2.0 million related to the reductions in our workforce, warehousing facilities and headquarters office footprint for the years ended December 31, 2025 and 2024, respectively.
In recent years, changes in the algorithms used for targeting and purchasing online advertising, changes to privacy and online tracking, changes to our purchase flow and subscription processes, supply and demand dynamics in the market, and other factors have caused the cost of marketing on these channels to increase consistently.
In recent years, we have substantially reduced our expense structure and operations in light of declining revenue, and as a result we have reduced our operating losses and cash consumption.
Ability to Successfully Transition our ecommerce platform In March 2025, we began migrating our ecommerce platform from our legacy internally-developed solution to third party service providers that offer ecommerce solutions.
We have completed the migration and are in the process of resolving issues identified after the migration while simultaneously working towards optimizing the customer experience.
We expect this migration to provide us with significant advantages, such as enhanced scalability, access to advanced ecommerce functionalities, and improved security measures.
To date, we have experienced and expect to continue experiencing disruptions to platform operations, including user experience, inventory management, fulfillment operations and payment processing, which has adversely affected our operating results and financial condition .
This transition away from our legacy platform exposes us to vendor-specific risks, such as service disruptions, changes in pricing and inventory management, potential reduced flexibility in our ecommerce experience or alterations in the platform's features and execution and fulfillment risks as we migrate our customer experience to the new platform.
Our ability to realize the expected benefits of this transition is substantially dependent upon our ability to address these issues.
The following table presents our key operating metrics for the periods presented: (in thousands, except DTC Net Revenue Per Order) Year Ended December 31, 2025 2024 Financial and Operating Data DTC Total Orders 2,420 2,930 DTC Active Customers 599 688 DTC Net Revenue Per Order $ 67 $ 67 DTC Total Orders We determine our number of DTC Total Orders by counting the number of customer orders submitted through our website and mobile application that have been shipped within the period.
In the year ended December 31, 2025, DTC Total Orders declined primarily due to our lower advertising spend in prior years, resulting in fewer new customers and therefore fewer overall orders.
Additionally, DTC Total Orders was negatively impacted by technology disruptions to our DTC platform.
In the year ended December 31, 2025, DTC Active Customers declined primarily due to our lower advertising spend, resulting in fewer new customers and therefore fewer overall orders, and negative impacts from technology disruptions to our DTC platform.
DTC Net Revenue Per Order had a slight improvement in the year ended December 31, 2025 compared to the prior year comparative period due to improved promotional strategies, as well as an increase in higher priced items in customer orders.
We calculate Adjusted EBITDA as net loss, adjusted to exclude: stock-based compensation expense; depreciation and amortization; changes in fair values of derivative liabilities; interest income; interest expense; restructuring costs; transaction related costs related to certain strategic merger & acquisition projects; loss on extinguishment of debt; provision for income taxes and certain litigation and legal settlement expenses that we do not consider representative of our underlying operations.
Year Ended December 31, 2025 2024 Reconciliation of Net Loss to Adjusted EBITDA (in thousands) Net loss $ (11,716) $ (27,423) Stock-based compensation 4,284 11,995 Depreciation and amortization 1,680 9,821 Changes in fair value of derivative liabilities (404) (9,888) Interest income (455) (3,057) Interest expense 1,225 12,777 Restructuring expenses (1) 1,919 2,032 Transaction related costs (2) 1,275 — Loss on extinguishment of debt — 5,004 Provision for income taxes 33 40 Total Adjusted EBITDA $ (2,159) $ 1,301 Net loss margin (6.7) % (13.5) % Adjusted EBITDA margin (1.2) % 0.6 % (1) Restructuring expenses for the year ended December 31, 2025 consisted of $1.0 million in severance-related charges and $0.9 million related to the impairment of operating lease right-of-use assets and fixed assets of our San Francisco lease.
Restructuring expenses for the year ended December 31, 2024 consisted of $3.1 million gain from our modification of the lease at our San Francisco headquarters offset by $1.3 million of costs related to our move to a new distribution facility in Nevada, $2.5 million in severance-related charges, and $1.3 million related to impairment of operating lease right-of-use assets.
(2) Transaction related costs are costs and expenses primarily associated with the acquisitions of Grab Green and 8Greens.
These costs include costs of integrating the businesses and costs for third-party legal, accounting, consulting and other similar type professional services.
These costs are considered incremental to our normal operating charges and were incurred solely as a result of the transactions.
While our historical financial results have included selling in brick-and-mortar retail channels, we completed our exit from these channels in 2025.
In December 2025, we introduced our Green Rewards customer loyalty program which enables our customers to earn a rewards balance from purchases and other activities that these customers can apply to future purchases.
We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our Green Rewards customer loyalty program and Green Rewards VIP Membership.
Product Development Product development expenses are related to the ongoing support and maintenance of our DTC platform, as well as amortization of capitalized, internally developed software and the product and packaging innovation in our Grove Brands products.
Selling, general and administrative expenses have declined in 2025 as a result of decreases in fulfillment costs largely driven by lower sales and our cost management initiatives.
In November 2025, we executed a reduction in force as part of an initiative to streamline selling, general, and administrative expenses, which is expected to lower our ongoing cost structure and deliver savings.
We anticipate this reduction in force will result in operating efficiencies for our business.

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Gone since FY2024

Refer to Note 6, Commitments and Contingencies in our financial statements, included elsewhere in this Annual Report on Form 10-K.
On February 15, 2025, all of the Company’s outstanding shares of Class B Common Stock were automatically converted into Class A Common Stock.
Holders of Record As of December 31, 2024, there were 409 and 504 stockholders of record of our Class A Common Stock and Class B Common Stock, respectively.
The actual number of holders of our Class A Common Stock and Class B Common Stock may be greater than the number of record holders, and may include stockholders who are beneficial owners, but whose shares are held in street names by brokers or other nominees.
Dividend Policy We have never declared or paid cash dividends on our Class A Common Stock or Class B Common Stock.
Recent Sales of Unregistered Securities A description of our unregistered sales of equity securities during the year ended December 31, 2024 was previously included in our Current Report on Form 8-K filed on September 23, 2024.
We operate an online direct-to-consumer website and mobile application (“DTC platform”) where we both sell our Grove-owned brands (“Grove Brands”) and other leading natural and mission-based CPG brands, providing consumers with a selection of curated products across many categories and brands.
We refer to this part of our business as “DTC.” We recently made the decision to exit the business of selling Grove Co. products in brick and mortar retail channels.
We expect our exit from brick-and-mortar retail to improve our profitability while having an insignificant impact on our revenue, and to be completed in 2025.
Since inception, we have invested heavily in building out both our e-commerce platform and Grove Brands, and over this period we have operated at a loss.
We have an accumulated deficit of $648.5 million as of December 31, 2024.
Beginning in the second half of 2022, we began to substantially reduce our operating expenses across the business in support of our efforts to become profitable.
These expense reductions, particularly in advertising, have resulted in a substantial decline in our revenue.
Reverse Stock Split On May 24, 2023, our board of directors and stockholders approved a five-for-one reverse split (the “Reverse Split”) of our issued and outstanding Class A and Class B Common Stock.
The Class A Common Stock began trading on a split adjusted basis on the NYSE at the market open on June 6, 2023.
No fractional shares were issued in connection with the Reverse Stock Split.
In connection with the reorganizations, we recorded charges totaling $2.0 million and $3.8 million related to the reductions in our workforce, warehousing facilities and headquarters office footprint for the years ended December 31, 2024 and 2023, respectively.
Ability to Continue to Innovate in Products and Packaging Our continued product innovation is integral to our future growth.
We have developed and launched over 500 individual products in recent years.
The research, development, testing and improvement of our products has been led by our research and development team, which includes experienced chemists and formulators, who work closely with our sustainability team.
These new and innovative products, as well as our focus on environmentally responsible packaging, have been key drivers of our value proposition to date.
An important element of our product development strategy is our ability to engage directly with customers through our DTC platform to assess demand and market preferences.
As a result of our cost reductions in recent periods, we have substantially reduced our investment in product innovation.
Our future success in research and development and ability to assess customer needs and develop sustainable and effective products will be central to attracting and retaining consumers in the future and to growing our market penetration and our impact on environmental and human health.
To date we have successfully acquired new customers through online and offline marketing channels.
In recent years, changes in the algorithms used for targeting and purchasing online advertising, changes to privacy and online tracking, changes to our purchase flow and subscription processes, supply and demand dynamics in the market, reductions in our advertising spend, and other factors have caused the cost of marketing on these channels to increase consistently.
After experiencing high rates of revenue growth, in the last several years, we have substantially reduced our expense structure and operations in light of declining revenue, and as a result we have reduced our operating losses and cash consumption.
Ability to Successfully Transition to Shopify In March 2025, we began migrating our ecommerce platform from our legacy internally-developed solution to Shopify, a third-party service provider, and to other service providers that offer certain ecommerce solutions that integrate with Sho pify.
To date, we have experienced and expect to continue experiencing disruptions to platform operations, including user experience, inventory management, fulfillment operations and payment processing.
If our platform is successfully transitioned, we expect this migration to provide us with significant advantages, such as enhanced scalability, access to advanced ecommerce functionalities, and improved security measures.
We believe the migration to Shopify provides a more streamlined user experience for our customers.
This transition exposes us to vendor-specific risks, such as service disruptions, changes in pricing and inventory management, potential reduced flexibility in our ecommerce experience or alterations in the platform's features and execution and fulfillment risks as we migrate our customer experience to the new platform.
The following table presents our key operating metrics for the periods presented: (in thousands, except DTC Net Revenue Per Order and percentages) Year Ended December 31, 2024 2023 Financial and Operating Data Grove Brands % Net Revenue 41 % 46 % DTC Total Orders 2,930 3,852 DTC Active Customers 688 920 DTC Net Revenue Per Order $ 67 $ 64 Grove Brands % Net Revenue We define Grove Brands % Net Revenue as total net revenue across all channels attributable to Grove Brands, divided by our total net revenue.
Our total DTC net revenue includes revenue from both Grove Brands and third-party brands that we carry.
In the year ended December 31, 2024, Grove Brands % Net Revenue declined due to a decrease in Grove Brands products in existing customer orders as we continue to expand our third-party offerings.
DTC Total Orders We determine our number of DTC Total Orders by counting the number of customer orders submitted through our website and mobile application that have been shipped within the period.
In the years ended December 31, 2024 and 2023, DTC Total Orders declined primarily due to our lower advertising spend strategy, resulting in fewer new customers and therefore fewer overall orders.
In the year ended December 31, 2024, DTC Active Customers declined primarily due to our lower advertising spend strategy, resulting in fewer new customers and therefore fewer overall orders.
DTC Net Revenue Per Order increased in the year ended December 31, 2024 compared to the prior year comparative period as a result of increased number of products sold per order due to our expanded product offering.
We calculate Adjusted EBITDA as net loss, adjusted to exclude: stock-based compensation expense; depreciation and amortization; changes in fair values of derivative liabilities; transaction costs allocated to derivative liabilities upon closing of the Business Combination; interest income; interest expense; restructuring costs; loss on extinguishment of debt; provision for income taxes and certain litigation and legal settlement expenses that we do not consider representative of our underlying operations.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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