Business Description

Unless the context otherwise requires, all references in this subsection to the “Company,” “Grove,” “we,” “us” or “our” refer to Grove Collaborative Holdings, Inc. and its consolidated subsidiary following the Business Combination (as defined below), other than certain historical information that refers to the business of Grove Collaborative, Inc. prior to the consummation of the merger with Virgin Group Acquisition Corp. II. Such merger is referred to herein as the “Business Combination”. “Legacy Grove” refers to the Company prior to the Business Combination. Our Vision Grove Collaborative Holdings, Inc.’s mission is to transform the consumer products industry into a force for environmental and human good by creating and curating planet-first, high-performance brands and products. Overview Grove was incorporated in 2012 under the name “ePantry” as an online retailer for third-party natural household, beauty and personal care brands. We leveraged our ecommerce platform to learn about the industry, gain significant insight into consumer preferences and determine how we might drive change. Early on, it became clear that the current carbon, plastic, and ingredient footprint of our industry is unsustainable, and that there will be massive share shift to products that perform while supporting human and environmental health. Grove is a human health and sustainability-oriented consumer products company. We use our connection with consumers to create and curate authentic, disruptive brands and products. Grove builds natural products that perform as well as or better than many leading consumer packaged goods (“CPG”) brands (both conventional and natural), while being healthier for consumers and the planet. Grove’s distribution strategy enables us to reach consumers any time, anywhere they want to shop. We operate an online direct-to-consumer website and mobile application (“DTC platform”) where we both sell our Grove-owned brands (“Grove Brands”) and partner with other leading natural and mission-based CPG brands, providing consumers a selection of curated products across many categories and brands. In the year ended December 31, 2025, we generated approximately 41% of our net revenue from Grove Brands, with 73% of that net revenue from home care products. As we grow our product assortment and distribution in our other categories including health and wellness, beauty, and personal care, we expect the contribution of sales from these categories to increase. Grove is a public benefit corporation and a Certified B Corporation, meaning we adhere to third party standards for prioritizing social, environmental, and community well-being. We have a history of doing well by doing good. Since our inception, we have invested heavily in building out both our Grove DTC platform and our Grove Brands. Over this period we have operated at a loss with an accumulated deficit of $660.2 million as of December 31, 2025. We have experienced declining revenues in recent years. Revenues for the years ended December 31, 2025 and 2024 were approximately 15% and 22% lower than in their respective previous years. The decline resulted primarily from our reductions in advertising spend, the impact of the ecommerce platform migration, and our strategic shift toward achieving Adjusted EBITDA profitability. While we continue to believe that there are long term growth trends in the reduced-plastic waste and personal health industries and that we will be able to grow our business in the long run, consumer behavior patterns, ongoing impact of ecommerce platform migration and macro-economic factors will continue to be a risk to our business and will continue to adversely impact our financial performance for at least the near to medium term. Our key long-term strategic advantage comes from a combination of our authentic mission and our direct relationships with customers. We have gained differentiated insights on consumer preferences and provided a platform for them to tell us what they value in each product category we carry. We paired the insight we have gained from our customers with our product innovation capabilities, and in 2016 we launched Grove Co., our flagship home care brand. We have since established Grove Co. as the largest brand by revenue on our DTC platform.…