Grove Collaborative Holdings, Inc 8-K, filed Nov 10, 2026
Grove Collaborative Holdings, Inc. (GROV)
8-K
2026-11-10
For: 2026-11-10
View Original
Added on
November 10, 2026
About this 8-K
Grove Collaborative Holdings, Inc filed this 8-K on November 10, 2026.
Grove Collaborative Holdings, Inc. reported third-quarter net revenue of $36.8 million, down 15.8% year-over-year, while adjusted EBITDA was positive $1.4 million for a fourth consecutive quarter. Full-year net revenue guidance was narrowed to approximately $144 million to $146 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(800 ) 231-8527
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On November 10, 2026, Grove Collaborative Holdings, Inc. (the "Company") issued a press release announcing its earnings for the quarter ended September 30, 2026. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information provided pursuant to this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language within such filings except as expressly set forth by specific reference in such filing
Item 7.01 Regulation FD Disclosure
Investor Presentation
On November 10, 2026, the Company posted an investor presentation on its investor relations website at investors.grove.co, which may be used in presentations by the Company's management to investors, analysts and others from time to time. A copy of this presentation is furnished as Exhibit 99.2 and incorporated into this Item 7.01 by reference.
The foregoing (including Exhibit 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except as expressly set forth by specific reference in such filing. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.2 that is provided solely in connection with Regulation FD.
Item 8.01 Other Events
Where You Can Find More Information
Investors and others should note that we announce material financial and operational information to company investors using a variety of disclosure channels as a means of disclosing information about the company, our products and for complying with disclosure obligations under Regulation FD , including:
•Our company website (grove.co)
•Our investor relations website (investors.grove.co)
•Our company social media channels including: x.com/grovecollab, instagram.com/grovecollaborative/, linkedin.com/company/grove-collaborative/, tiktok.com/@grovecollaborative, facebook.com/GroveCollab/, reddit.com/user/grovecollaborative/, reddit.com/user/GroveCO
•Jeff Yurcisin's social media accounts, including: linkedin.com/in/yurcisin/, x.com/yurcisin, tiktok.com/@jeffyurcisin and facebook.com/profile.php?id=61550308894238
•Press releases
•SEC filings
•Public conference calls and webcasts
The social media channels that we and our brands intend to use as a means of disclosing information described above may be updated from time to time as listed on our Investor Relations website.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||||||||||||||||||||
| 99.1 | ||||||||||||||||||||||||||
| 99.2 | ||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GROVE COLLABORATIVE HOLDINGS, INC. | ||||||||||||||||||||||||||||||||
| By: | /s/ Flip van den Bosch | |||||||||||||||||||||||||||||||
| Name: | Flip van den Bosch | |||||||||||||||||||||||||||||||
| Title: | Principal Financial and Accounting Officer | |||||||||||||||||||||||||||||||
Date: November 10, 2026
Exhibit 99.1
Grove Announces Third Quarter 2026 Financial Results
SAN FRANCISCO, CA — November 10, 2026 — Grove Collaborative Holdings, Inc. (NYSE: GROV) (“Grove” or the “Company”), the world’s first plastic neutral retailer and a leading sustainable consumer products company, certified B Corporation, and Public Benefit Corporation, today reported financial results for its fiscal third quarter ended September 30, 2026.
Key Third Quarter 2026 Financial Highlights:
●Total Net Revenue was $36.8 million, down 15.8% year-over-year, but up 0.7% sequentially — the second consecutive quarter of sequential Net Revenue growth.
●Adjusted EBITDA was positive $1.4 million, compared to negative $1.2 million in the same period last year, the fourth consecutive quarter of positive Adjusted EBITDA.*
●Net Income was $0.1 million, compared to a Net Loss of $3.0 million in the same period last year.*
●Operating Cash Flow was positive $0.2 million, compared to negative $1.0 million in the same period last year.*
●Narrowing full-year guidance to Net Revenue of approximately $144 million to $146 million (previously $142.5 million to $152.5 million) and Adjusted EBITDA of approximately $1 million to $2 million* (previously breakeven to positive low single digit millions).
*Adjusted EBITDA, Net Income and Operating Cash Flow for the third quarter of 2026, includes the benefit of a $1.2 million refund of previously paid tariffs received in the third quarter, which reduced cost of goods sold. Tariff expense was included in Adjusted EBITDA when it was incurred, and the Company therefore has not adjusted the refund out of Adjusted EBITDA.
“Third quarter results reflect the operating discipline we have built over the past several quarters. Net Revenue grew sequentially for the second consecutive quarter to $36.8 million. We also delivered positive Adjusted EBITDA for the fourth consecutive quarter, and delivered positive Adjusted EBITDA and net income in the same quarter for the first time since becoming a publicly-traded company,” said Jeff Yurcisin, Chief Executive Officer of Grove Collaborative. “Our focus remains on returning Grove to revenue growth while building a durable, profitable business grounded in customer trust that rests on curation, ingredient standards, and product vetting that no ecommerce player rivals. We have delivered a
meaningfully improved customer experience, a new subscription experience, and a larger curated offering of healthier-home categories through our dropship capabilities. We are doing this with human health at the center, building the trusted destination for families who care about what comes into their home while maintaining the expense discipline we have demonstrated in prior quarters.”
Third Quarter 2026 Financial Results
(All comparisons are versus the quarter ended September 30, 2025 except where otherwise noted)
Net Revenue was $36.8 million for the quarter ended September 30, 2026, a decline of 15.8% year-over-year, but an increase of 0.7% compared to the second quarter of 2026. The year-over-year decline was primarily driven by a smaller active customer base than a year ago, reflecting lower advertising investment over the past year, and impact from the 2025 disruptions on its ecommerce platform. The effects of the 2025 platform disruptions and lower advertising investment in prior periods are expected to have a diminishing impact on year-over-year comparisons in 2027. The sequential increase was driven by QVC revenue, including $1.2 million from a Today’s Special Value program, partially offset by a slight decline in DTC net revenue.
Gross Margin was 55.8%, an increase of 250 basis points compared to 53.3% in the third quarter of 2025. The increase was driven primarily by the tariff refund and more targeted promotional spend, partially offset by a larger mix of QVC revenue during the quarter, which contributed a lower margin compared to the Company’s DTC business.
Operating Expenses were $20.3 million, a decrease of 22.1% compared to $26.1 million in the prior-year period. The decline reflects lower fulfillment costs driven by lower order volume and lower outbound shipping rates, lower personnel-related expenses from reduced headcount, and reduced advertising spend.
Net Income was $0.1 million, or 0.3% Net Income margin, compared to a net loss of $3.0 million, or (6.8%) Net Loss margin, in the prior-year period. The year-over-year improvement reflects lower operating expenses and the tariff refund, offset by the decline in revenue.
Adjusted EBITDA was positive $1.4 million, or 3.7% margin, compared to negative $1.2 million, or (2.7%) margin, in the prior-year period. Adjusted EBITDA includes the $1.2 million tariff refund. This
marks the fourth consecutive quarter of positive Adjusted EBITDA and reflects continued operating discipline as the Company invests in the customer experience.
Operating Cash Flow was positive $0.2 million for the quarter, reflecting positive net income net of non-cash expenses, inclusive of the tariff refund, partially offset by a net use of working capital, primarily from the timing of inventory purchases, as an increase in inventory was largely offset by an increase in accounts payable. This compares to negative $1.0 million in the prior-year period.
Cash, Cash Equivalents, and Restricted Cash totaled $11.1 million as of September 30, 2026, down from $11.4 million as of June 30, 2026, primarily reflecting capitalized expenditures as a result of continued investment in the Company’s ecommerce platform enhancements and payments on financing agreements, partially offset by positive operating cash flow.
Third Quarter 2026 Key Metrics:
| Three Months Ended September 30, | |||||||||||
(in thousands, except DTC Net Revenue Per Order) | 2026 | 2025 | |||||||||
| Financial and Operating Data | |||||||||||
DTC Total Orders | 473 | 619 | |||||||||
DTC Active Customers | 458 | 660 | |||||||||
DTC Net Revenue Per Order | $ | 70.85 | $ | 66.76 | |||||||
Direct to Consumer (DTC) Total Orders were 473,000, a decline of 23.6% year-over-year. The decrease was primarily driven by a smaller active customer base than a year ago. The lower active customer base was partially offset by an increase in the frequency of orders per active customer in the quarter.
DTC Active Customers – defined as the number of customers that have placed an order in the trailing twelve months – totaled 458,000 as of September 30, 2026, a decrease of 30.6% year-over-year. The decline reflects lower advertising investment and customer attrition associated with the 2025 ecommerce platform disruptions.
DTC Net Revenue Per Order was $70.85, an increase of 6.1% year-over-year. The improvement was driven primarily by continued efficiency in promotional spend following the launch of the Company’s new loyalty program in the fourth quarter of 2025 and larger mix of higher-priced items in customer
orders, reflecting the Company’s continued category expansion into higher priced assortment, in addition to an increase in shipping revenue per order.
Plastic Intensity1 – measured as pounds of plastic per $100 in net revenue across all online and retail sales — was 0.86 pounds in the third quarter of 2026, improving from 0.94 pounds in the third quarter of 2025.
2026 Financial Outlook:
For the twelve-month period ending December 31, 2026, Grove has narrowed its full-year guidance.
●The Company now expects full-year net revenue of approximately $144 million to $146 million, within our prior guidance of $142.5 million to $152.5 million, and Adjusted EBITDA of approximately $1 million to $2 million, within prior guidance of breakeven to positive low single digit millions.
●The Company previously expected sequential net revenue improvement in each of the remaining quarters of 2026. The Company now expects fourth quarter net revenue to be modestly below the third quarter. Third quarter net revenue included $1.2 million from a Today’s Special Value program on QVC, and the Company does not expect a comparable program in the fourth quarter. The Company expects its DTC channel to be approximately flat in the fourth quarter compared to the third quarter reflecting continued stabilization of its DTC business.
Webcast and Conference Call Information:
The Company will host an investor conference call and webcast to review these financial results at 5:00pm ET / 2:00pm PT on the date of this press release. The webcast can be accessed at https://investors.grove.co/. The conference call can be accessed by calling 877-413-7205. International callers may dial +1 201-689-8537. A replay of the call will be available until December 8, 2026 and can be accessed by dialing 877-660-6853 or 201-612-7415, access ID: 13763421. The webcast will remain available on the Company’s investor relations website for 30 days following the webcast.
About Grove Collaborative Holdings, Inc.
Grove Collaborative Holdings, Inc. (NYSE: GROV) is the one-stop online destination for everyday essentials that create a healthier home and planet. Explore thousands of thoughtfully vetted products for every room and everyone in your home, including household cleaning, personal care, health and wellness, laundry, clean beauty, kitchen, pantry, kids, baby, pet care, and beyond. Everything Grove sells meets a higher standard — from health to sustainability and performance — so you get a great value without compromising your values. As a B Corp and Public Benefit Corporation, Grove goes beyond selling products: every order is carbon neutral, supports plastic waste cleanup initiatives, and lets you see and track the positive impact of your choices. Shopping with purpose starts at Grove.com.
Forward-Looking Statements
This press release contains "forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, our building a durable, profitable business grounded in customer trust that rests on unrivaled curation, ingredient standards and product vetting; guidance for 2026, including guidance for full year 2026 net revenue and Adjusted EBITDA; fourth quarter net revenue being modestly below the third quarter; and the expectation that the DTC channel will be approximately flat in the fourth quarter compared to the third quarter reflecting continued stabilization of its DTC business. The forward-looking statements contained in this press release are based on Grove’s current expectations and beliefs in light of the Company’s experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors believed to be appropriate under the circumstances. There can be no assurance that future developments affecting the Company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including, changes in business, market, financial, political and legal conditions; legal and regulatory matters and developments; risks relating to the uncertainty of the projected financial information; Grove’s ability to successfully expand its business; competition; risks relating to tariffs, inflation and interest rates; effectiveness of the Company’s ecommerce platform and selling and marketing efforts; demand for Grove products and other brands that it sells and those factors discussed in documents filed, or to be filed, with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. All forward-looking statements in this press release
are made as of the date hereof, based on information available to Grove as of the date hereof, and Grove assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Non-GAAP Financial Measures
Some of the financial information and data contained in this press release, such as Adjusted EBITDA and Adjusted EBITDA margin, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). These non-GAAP financial measures, and other measures that are calculated using such non-GAAP measures, are an addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to revenue, operating income, profit before tax, net income or any other performance measures derived in accordance with GAAP. Investors should not consider the non-GAAP financial measures in isolation from, or as a substitute for, GAAP measures. A reconciliation of historical Adjusted EBITDA to Net Income is provided in the tables at the end of this press release. Reconciliations of projected Adjusted EBITDA and projected Adjusted EBITDA Margin to the closest corresponding GAAP measures are not available without unreasonable effort on a forward-looking basis due to the high variability, complexity, and low visibility with respect to the charges excluded from these non-GAAP measures, such as the impact of depreciation and amortization of fixed assets, amortization of internal use software, the effects of net interest expense (income), other expense (income), and non-cash stock based compensation expense. Grove believes these non-GAAP measures of financial results, including on a forward-looking basis, provide useful information to management and investors regarding certain financial and business trends relating to Grove’s financial condition and results of operations. Grove’s management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes. Grove believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Grove’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management of Grove does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP measures. Other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Grove’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Grove calculates 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; provision for income taxes and certain litigation and legal settlement expenses that the Company does not consider representative of its underlying operations. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net revenue. Because Adjusted EBITDA excludes these elements that are otherwise included in the Company’s GAAP financial results, this measure has limitations when compared to net loss determined in accordance with GAAP. Further, Adjusted EBITDA is not necessarily comparable to similarly titled measures used by other companies. For these reasons, investors should not consider Adjusted EBITDA in isolation from, or as a substitute for, net loss determined in accordance with GAAP.
Investor Relations Contact
ir@grove.co
Media Relations Contact
pr@grove.co
1 Grove defines plastic intensity as pounds of plastic used per $100 in revenue as a way to hold itself accountable for the pace at which it decouples revenue from the use of plastic. To calculate plastic intensity, Grove defines "plastic" as any of the following materials within both products and packaging: plastic resin codes #1-7 (from the ASTM International Resin Identification Coding System), inclusive of polyvinyl alcohol (PVA, PVOH, PVAl), silicone, bioplastics, and any plastic liners, coatings, and resins.
1
Grove Collaborative Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 7,988 | $ | 8,490 | |||||||
| Restricted cash, current | 2,165 | 2,300 | |||||||||
Inventory | 22,183 | 18,421 | |||||||||
Prepaid expenses and other current assets | 4,027 | 5,492 | |||||||||
Total current assets | 36,363 | 34,703 | |||||||||
| Restricted cash, noncurrent | 902 | 1,002 | |||||||||
Property and equipment, net | 3,388 | 3,653 | |||||||||
| Intangible assets, net | 1,998 | 2,302 | |||||||||
Operating lease right-of-use assets | 8,123 | 9,535 | |||||||||
Other long-term assets | 1,532 | 1,899 | |||||||||
Total assets | $ | 52,306 | $ | 53,094 | |||||||
Liabilities and Stockholders’ Deficit | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 8,817 | $ | 8,828 | |||||||
Accrued expenses | 9,119 | 9,476 | |||||||||
Deferred revenue | 6,578 | 5,033 | |||||||||
| Debt, current | — | 800 | |||||||||
Operating lease liabilities, current | 3,221 | 2,895 | |||||||||
Other current liabilities | 903 | 665 | |||||||||
Total current liabilities | 28,638 | 27,697 | |||||||||
| Debt, noncurrent | 7,500 | 6,700 | |||||||||
| Operating lease liabilities, noncurrent | 7,619 | 10,053 | |||||||||
| Derivative liabilities | 642 | 871 | |||||||||
Total liabilities | 44,399 | 45,321 | |||||||||
| Redeemable convertible preferred stock | 24,772 | 24,772 | |||||||||
Stockholders’ deficit: | |||||||||||
| Common stock | 4 | 4 | |||||||||
Additional paid-in capital | 645,187 | 643,226 | |||||||||
Accumulated deficit | (662,056) | (660,229) | |||||||||
| Total stockholders’ deficit | (16,865) | (16,999) | |||||||||
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | $ | 52,306 | $ | 53,094 | |||||||
2
Grove Collaborative Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenue, net | $ | 36,821 | $ | 43,734 | $ | 109,614 | $ | 131,307 | |||||||||||||||
Cost of goods sold | 16,268 | 20,412 | 49,621 | 60,526 | |||||||||||||||||||
Gross profit | 20,553 | 23,322 | 59,993 | 70,781 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Advertising | 1,789 | 3,154 | 4,186 | 8,683 | |||||||||||||||||||
Product development | 1,486 | 1,626 | 4,434 | 5,612 | |||||||||||||||||||
Selling, general and administrative | 17,033 | 21,273 | 52,812 | 66,215 | |||||||||||||||||||
Operating income (loss) | 245 | (2,731) | (1,439) | (9,729) | |||||||||||||||||||
Non-operating expenses (income): | |||||||||||||||||||||||
Interest expense | 280 | 292 | 826 | 943 | |||||||||||||||||||
| Changes in fair value of derivative liabilities | (58) | 25 | (229) | (189) | |||||||||||||||||||
Other income, net | (84) | (94) | (230) | (375) | |||||||||||||||||||
Total non-operating expenses, net | 138 | 223 | 367 | 379 | |||||||||||||||||||
Income (loss) before provision for income taxes | 107 | (2,954) | (1,806) | (10,108) | |||||||||||||||||||
Provision for income taxes | 5 | 6 | 21 | 25 | |||||||||||||||||||
Net income (loss) | $ | 102 | $ | (2,960) | $ | (1,827) | $ | (10,133) | |||||||||||||||
| Less: Accumulated dividends on redeemable convertible preferred stock | (375) | (375) | (1,125) | (1,125) | |||||||||||||||||||
| Net loss attributable to common stockholders, basic and diluted | $ | (273) | $ | (3,335) | $ | (2,952) | $ | (11,258) | |||||||||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.01) | $ | (0.08) | $ | (0.07) | $ | (0.29) | |||||||||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 41,019,812 | 39,377,394 | 40,547,774 | 38,804,536 | |||||||||||||||||||
3
Grove Collaborative Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Cash Flows from Operating Activities | |||||||||||||||||||||||
Net loss | $ | (1,827) | $ | (10,133) | |||||||||||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||||||||||
| Stock-based compensation expense | 2,351 | 3,456 | |||||||||||||||||||||
| Depreciation and amortization | 1,195 | 1,287 | |||||||||||||||||||||
| Changes in fair value of derivative liabilities | (229) | (189) | |||||||||||||||||||||
| Non-cash interest expense | 160 | 270 | |||||||||||||||||||||
| Inventory write-down | — | (577) | |||||||||||||||||||||
| Other non-cash expenses | 20 | 8 | |||||||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||||||||
Inventory | (3,762) | 1,989 | |||||||||||||||||||||
Prepaids and other assets | 2,355 | 955 | |||||||||||||||||||||
Accounts payable | (68) | (436) | |||||||||||||||||||||
Accrued expenses | (232) | (2,720) | |||||||||||||||||||||
Deferred revenue | 1,545 | (1,207) | |||||||||||||||||||||
Operating lease right-of-use assets and liabilities | (696) | 579 | |||||||||||||||||||||
Other liabilities | 26 | (207) | |||||||||||||||||||||
Net cash provided by (used in) operating activities | 838 | (6,925) | |||||||||||||||||||||
Cash Flows from Investing Activities | |||||||||||||||||||||||
| Cash paid for acquisitions | — | (2,848) | |||||||||||||||||||||
| Proceeds from sale of property and equipment | — | 13 | |||||||||||||||||||||
| Purchase of property and equipment | (714) | (1,133) | |||||||||||||||||||||
Net cash used in investing activities | (714) | (3,968) | |||||||||||||||||||||
Cash Flows from Financing Activities | |||||||||||||||||||||||
| Payment of issuance costs related to preferred stock and SEPA | — | (18) | |||||||||||||||||||||
| Payment on finance agreement | (471) | (118) | |||||||||||||||||||||
| Payments related to stock-based award activities, net | (507) | (1,063) | |||||||||||||||||||||
| Proceeds from issuance under employee stock purchase plan | 117 | 141 | |||||||||||||||||||||
| Payment of debt modification costs | — | (44) | |||||||||||||||||||||
Net cash used in financing activities | (861) | (1,102) | |||||||||||||||||||||
Net decrease in cash, cash equivalents and restricted cash | (737) | (11,995) | |||||||||||||||||||||
Cash, cash equivalents and restricted cash at beginning of period | 11,792 | 24,304 | |||||||||||||||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 11,055 | $ | 12,309 | |||||||||||||||||||
4
Grove Collaborative Holdings, Inc.
Non-GAAP Financial Measures
(Unaudited)
(In thousands, except percentages)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Reconciliation of net income (loss) to Adjusted EBITDA | (in thousands, except percentages) | ||||||||||||||||||||||
| Net income (loss) | $ | 102 | $ | (2,960) | $ | (1,827) | $ | (10,133) | |||||||||||||||
Stock-based compensation | 700 | 1,109 | 2,351 | 3,456 | |||||||||||||||||||
Depreciation and amortization | 405 | 421 | 1,195 | 1,287 | |||||||||||||||||||
| Changes in fair value of derivative liabilities | (58) | 25 | (229) | (189) | |||||||||||||||||||
| Interest income | (84) | (94) | (230) | (375) | |||||||||||||||||||
Interest expense | 280 | 292 | 826 | 943 | |||||||||||||||||||
Transaction related costs | — | — | — | 1,275 | |||||||||||||||||||
Provision for income taxes | 5 | 6 | 21 | 25 | |||||||||||||||||||
Total Adjusted EBITDA | $ | 1,350 | $ | (1,201) | $ | 2,107 | $ | (3,711) | |||||||||||||||
Net income (loss) margin | 0.3 | % | (6.8) | % | (1.7) | % | (7.7) | % | |||||||||||||||
Adjusted EBITDA margin (loss) | 3.7 | % | (2.7) | % | 1.9 | % | (2.8) | % | |||||||||||||||
Source: Grove Collaborative Holdings, Inc.
5
A Brand for Conscientious Consumers November 10, 2026
All information in this presentation is as of November 10, 2026. Forward-Looking Statements Certain statements included in this presentation are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1996, as amended. Forward-looking statements are statements other than statements about historical fact. The forward looking statements in this presentation include, but are not limited to, statements regarding guidance for 2026, including projected 2026 net revenue and projected Adjusted EBITDA, the expectation that fourth quarter net revenue will be modestly below the third quarter and the expectation that direct to consumer revenue will be approximately flat in the fourth quarter of 2026 compared to the third quarter of 2026. These forward-looking statements are subject to a number of risks and uncertainties, and you should not rely upon the forward-looking statements as predictions of future events. The future events and trends discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Grove cannot guarantee that future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. Except as required by law, Grove disclaims any obligation to update these forward-looking statements to reflect future events or circumstances. The forward-looking statements are subject to a number of risks and uncertainties, including: potential disruptions relating to Grove’s technology platform transition, changes in business, market, financial, political and legal conditions, risks relating to the uncertainty of the projected financial information; Grove’s ability to successfully expand its business; competition; risks relating to inflation and interest rates; and those factors discussed in documents of Grove filed, or to be filed, with the U.S. Securities and Exchange Commission. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements should not be relied upon as representing Grove’s assessments as of any date subsequent to the date of this presentation. See Risk Factors in our Form 10-Q filed November 10, 2026. Non-GAAP Information Grove uses certain non-GAAP measures in this presentation including Adjusted EBITDA. Grove believes the presentation of its non-GAAP financial measures enhances investors' overall understanding of the company's historical financial performance. The presentation of the company's non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the company's financial results prepared in accordance with GAAP, and the company's non-GAAP measures may be different from non-GAAP measures used by other companies. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures, may be found in the Appendix at the end of this presentation. Safe Harbor Statement/Non-GAAP Measures
3 Creating and curating products for healthier homes and a healthy planet.
MEASURING OUR IMPACT Q3 2026 Financial results
Strategic Pillars - Third Quarter 2026 Summary Sustainable Profitability ➔ Delivered Adjusted EBITDA of $1.4 million in the third quarter, or a 3.7% Adjusted EBITDA margin. Adjusted EBITDA includes a $1.2 million tariff refund. This marks the fourth consecutive quarter of positive Adjusted EBITDA. ➔ Operating expenses were down 22.1% year-over-year to $20.3 million, reflecting lower headcount, reduced fulfillment costs, and reduced advertising spend. Balance Sheet Strength ➔ Ended the quarter with $11.1M in cash, cash equivalents, and restricted cash, down from $11.4M at the end of the second quarter. ➔ Operating cash flow was positive $0.2 million, including the $1.2 million tariff refund and an increase in net working capital from an increase in inventory, largely offset by an increase in accounts payable. This compares to negative $1.0 million in the prior-year period. Revenue Growth ➔ Net Revenue of $36.8 million was down 15.8% year-over-year and up 0.7% quarter-over-quarter, the second straight quarter of sequential growth. ➔ Recorded the first sales from our dropship-enabled assortment, extending selection into healthier-home categories, such as water and air filtration, without owning inventory. ➔ DTC Net Revenue Per Order was $70.85, an increase of 6.1% year-over-year, driven by promotional efficiency from our loyalty program, higher shipping revenue per order, and a larger mix of higher-priced items. Human and Environmental Health Leadership ➔ Published the Grove Standard in September, developed with guidance from our independent Science Council to screen every product we sell against thousands of restricted chemicals, including PFAS, phthalates and bisphenols. ➔ Integrating the Grove Standard into our upcoming AI-powered shopping assistant to give customers a personalized way to shop with confidence. Grove’s transformation fuels momentum for future growth
6 Q3 2026 Financial Results ADJUSTED EBITDA1 GROSS MARGIN1 NET REVENUE $36.8M (15.8%) vs LY +0.7% vs. Q2 26 55.8% +250 bps vs. LY $1.4M, 3.7% +$2.6M, +640 bps vs. LY $0.2M +$1.2M vs. LYOPERATING CASH FLOW1 Net Revenue was $36.8 million for the quarter ended September 30, 2026, a decline of 15.8% year-over-year, but an increase of 0.7% compared to the second quarter of 2026. The year-over-year decline was primarily driven by a smaller active customer base than a year ago, reflecting lower advertising investment over the past year, and impact from the 2025 platform disruption, partially offset by an increase in Direct to Consumer (“DTC”) Net Revenue per Order. The sequential increase was driven by QVC revenue, including $1.2 million from a Today’s Special Value program, partially offset by a slight decline in DTC net revenue.. Gross Margin was 55.8%, an increase of 250 basis points compared to 53.3% in the third quarter of 2025. The increase was driven by the tariff refund and more targeted promotional spend, partially offset by higher mix of QVC revenue during the quarter, which contributed a lower margin than our DTC business. Adjusted EBITDA was positive $1.4 million, or 3.7% margin including the $1.2 million tariff refund. This marks the fourth consecutive quarter of positive Adjusted EBITDA. Operating Cash Flow was positive $0.2M for the quarter, reflecting positive net income net of non-cash expenses, inclusive of the tariff refund, partially offset by a net use of working capital, primarily from the timing of inventory purchases, as an increase in inventory was largely offset by an increase in accounts payable. 1. Includes $1.2 million tariff refund received during the third quarter
Cost Discipline and Structural Changes are Driving Sustainable Profitability1 Adjusted EBITDA ($M) Delivered fourth straight quarter of positive Adjusted EBITDA, including $1.2 million tariff refund 1. Adjusted EBITDA is a non-GAAP measure, with the reconciliation on slide 14
Cash Flow Improvements Reflecting Continued Operational Discipline Operating Cash Flow ($M) Larger net loss and one-time items that did not reoccur Lease termination (one-time) and higher interest payments Includes $1.2 million tariff refund
Gross Margin Improvements vs 2022 GAAP Gross Margin 1 Includes $1.2 million tariff refund
Q3 Delivered the Second Straight Quarter of Sequential Growth Quarterly Net Revenue ($M) Q3-2026 includes $1.2M revenue from a Today’s Special Value Program on QVC Q4-2025 includes $2.9M revenue from a Today’s Special Value Program on QVC Total Advertising Spend $2.8 $2.7 $3.2 $1.0 $1.2 $1.2 $1.8 Advertising as % of Revenue 6.4% 6.2% 7.2% 2.4% 3.2% 3.4% 4.9% Y/Y % change 36.7% 11.6% 11.8% (65.2%) (58.6%) (54.6%) (43.3%) Revenue decline primarily driven by smaller active customer base than a year ago, reflecting lower advertising investment.
11 Financial outlook Net Revenue ➔ Grove expects full-year Net Revenue of approximately $144 million to $146 million, within prior guidance of $142.5 million to $152.5 million ➔ The Company now expects fourth quarter net revenue to be modestly below the third quarter. Third quarter net revenue included $1.2 million from a Today’s Special Value program on QVC; the Company does not expect a comparable program in the fourth quarter. The company expects its DTC channel to be approximately flat in the fourth quarter compared to the third quarter reflecting continued stabilization of its DTC business. Adjusted EBITDA ➔ Full year 2026 Adjusted EBITDA is expected to be approximately $1.0 million to $2.0 million, compared to prior guidance of breakeven to positive low single digit millions. Narrowing 2026 Guidance
Balance Sheet and Cash Balance Sheet Cash & Debt Sep 30, 2026 Dec 31, 2025 Ending Cash, Cash Equivalents & Restricted Cash $11.1 million $11.8 million Outstanding Debt $7.5 million ABL $7.5 million ABL ABL Availability $2.1 million $1.1 million
Appendix
Adjusted EBITDA Reconciliation - Quarterly $MM Reconciliation of Net (Loss) Income to Adjusted EBITDA Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Net (Loss) Income ($47.4) ($35.3) $7.7 ($12.7) ($13.1) ($10.9) ($9.8) ($9.5) ($3.4) ($10.1) ($1.3) ($12.6) ($3.5) ($3.6) ($3.0) ($1.6) ($1.0) ($0.9) $0.1 Stock-Based Compensation $4.5 $20.1 $9.8 $11.3 $4.9 $4.9 $2.1 $3.6 $3.1 $3.4 $2.8 $2.7 $1.0 $1.4 $1.1 $0.8 $0.8 $0.8 $0.7 Depreciation and Amortization $1.4 $1.5 $1.4 $1.4 $1.4 $1.4 $1.5 $1.5 $2.2 $2.4 $2.8 $2.4 $0.4 $0.5 $0.4 $0.4 $0.4 $0.4 $0.4 Changes in Fair Value of Derivative Liabilities ($1.9) ($16.2) ($32.6) ($22.4) $0.3 ($1.7) $2.7 ($1.5) ($0.2) $0.0 ($7.8) ($1.9) ($0.1) ($0.1) $0.0 ($0.2) ($0.1) ($0.1) ($0.1) Transaction Costs Allocated to Derivative Liabilities upon Business Combination — $6.7 $0.2 — ($3.7) — — — — — — — — — — — — — — Interest Income ($0.0) ($0.1) ($0.2) ($0.5) ($0.4) ($1.0) ($1.2) ($1.1) ($1.1) ($1.0) ($0.6) ($0.4) ($0.2) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) Interest Expense $2.1 $2.3 $2.5 $2.8 $3.7 $4.0 $4.1 $4.2 $4.1 $4.1 $2.9 $1.6 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 $0.3 Restructuring Expenses $1.6 — $1.4 $5.9 $0.0 $0.6 — $3.2 ($2.9) $2.2 $1.2 $1.6 — — — $1.9 — — — Transaction related Costs — — — — — — — — — — — — $0.6 $0.7 — — — — — Loss on Extinguishment of Debt — — — $4.7 — — — — — — — $5.0 — — — — — — — Provision for Income Taxes $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 Litigation and legal settlement expenses — — — — — — $0.7 ($0.2) — — — — — — — — — — — Adjusted EBITDA ($39.7) ($21.1) ($9.6) ($9.5) ($6.9) ($2.6) $0.2 $0.1 $1.9 $1.1 ($0.0) ($1.6) ($1.6) ($0.9) ($1.2) $1.6 $0.3 $0.5 $1.4
15 home, family, planet, healthier. Your
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