Grove Collaborative Holdings Inc-A 2024年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K (Mark One) For the fiscal year endedDecember 31, 2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from__________to __________ Commission file number001-40263 Grove Collaborative Holdings, Inc. (Exact name of registrant as specified in its charter) 88-2840659 (State or other jurisdiction of incorporation ororganization) (I.R.S. Employer Identification No.) 1301 Sansome StreetSan Francisco,California94111(Address of Principal Executive Offices)(Zip Code) (800)231-8527 Registrant's telephone number, including area codeSecurities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yeso NoxIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Nox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90days.Yesx Noo Indicate by check mark whether the registrant has submitted electronically very Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yesx No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. (Check one): 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officer during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No x Based on the closing price of our Class A Common stock on June 30, 2024 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of votingand non-voting common stock held by non-affiliates was $55.4million. Shares of common stock beneficially owned by each executive officer, director, and holder of more than10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. The registrant had outstanding40,152,722shares of Class A Common Stock as of March11, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant toRegulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III of this AnnualReport on Form 10-K. Table of Contents Part I Item 1.Business4Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments43Item 1C.Cyber Security44Item 2.Properties45Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45Part IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities46Item 6.Selected Financial Data46Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk64Item 8.Financial Statements and Supplementary Data65Item 9.Changes in and Disagreements with Accountants on Accounting an