Grove Collaborative Holdings (GROV) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01We rely on consumer discretionary spending, which may be adversely affected by economic downturns and other macroeconomic conditions or trends
2. 02Advertising inaccuracies or product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings
3. 03State and local enforcers also have the authority to prosecute false advertising cases, including relating to environmental marketing claims. Current and potential competitors may make similar claims, which may result in litigation and inquiries from state and federal regulators and governments
4. 04False or misleading marketing claims concerning a product’s registration or its efficacy may also create the risk for challenges under federal or state law32% rewritten
5. 05We have transitioned the operation of our ecommerce platform to third-party technology service providers, and continued or any new disruption of or interference with the platform or the use of these services would adversely affect our business, financial condition and results of operationsNew
6. 06Our quarterly operating results fluctuate, which could cause our stock price to decline
7. 07We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to generate sufficient revenue to achieve and maintain profitability67% rewritten
8. 08We may require additional financing, and a failure to obtain this necessary capital when needed could force us to delay, limit, or reduce our investments in advertising and other strategic initiatives planned for future growth36% rewritten
9. 09The markets in which we compete are evolving rapidly and intensely competitive, and we face a broad array of competitors from many different industry sectors
10. 10Competition in the natural, sustainable and wellness consumer products markets presents an ongoing threat to the success of our business
11. 11We must find sustainable solutions that support our brand and long-term growth
12. 12If we fail to cost-effectively acquire new consumers or retain our existing consumers, our business could be adversely affected30% rewritten
13. 13Customer acquisition costs may fluctuate and rise on the channels that have been successful for us historically and on new channels that we are introducing. Rising costs may limit our ability to expand or maintain our acquisition efforts which could negatively affect our results of operations78% rewritten
14. 14search algorithms by search engines; the development of new search engines or social media sites that reduce traffic on existing search engines and social media sites; and changes in consumer behaviorNew
15. 15Maintaining consumer awareness of our brand, building brand loyalty and generating interest in our products requires substantial spending on advertising and marketing, and our reduction in this spending to achieve profitability may adversely affect our brand awareness
16. 16Our brand and reputation may be diminished due to real or perceived quality, safety, efficacy or environmental impact issues with our products, which could have an adverse effect on our business, financial condition, results of operations and prospects
17. 17Failure to introduce new products that meet the expectations of our customers may adversely affect our ability to continue to grow
18. 18Government regulation of the Internet and ecommerce is evolving, and unfavorable changes or failure by us to comply with these regulations could have an adverse effect on our business, financial condition, results of operations and prospects
19. 19We may become subject to product liability claims, which could materially harm our reputation, financial condition, and liquidity if we are not able to successfully defend or insure against such claims40% rewritten
20. 20consumers, negative publicity and a potential negative impact on our ability to attract new consumers due to negative consumer experiences or because of an adverse impact on our brand and reputation. The costs of a recall could be outside the scope of our existing or future insurance policy coverage or limitsNew
21. 21We are subject to a number of other laws and regulations, which could impact our business31% rewritten
22. 22We have pursued and may in the future pursue acquisitions to expand our business, and if any of those acquisitions are unsuccessful, our business may be harmed
23. 23We may experience damage or destruction to our distribution centers, which may harm our business, results of operations and financial condition
24. 24We are dependent on our management team, and the loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner47% rewritten
25. 25Our corporate cost-cutting initiatives and headcount reductions could disrupt our business and may not achieve our objectivesNew
26. 26Labor-related matters, including labor disputes, may adversely affect our operations93% rewritten
27. 27If our third-party suppliers and manufacturers do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, financial condition, results of operations and prospects could be harmed
28. 28If we or our distribution partners do not successfully optimize, operate and manage our warehouse fulfillment centers, our business, financial condition, results of operations and prospects could be adversely affected61% rewritten
29. 29if we do not have sufficient fulfillment capacity or experience a problem fulfilling orders in a timely manner, our consumers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our consumersNew
30. 30Shipping is a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely affect our operating results
31. 31Risks associated with the outsourcing of our fulfillment process and other technology-related functions could materially and adversely affect our business, financial condition, and results of operations
32. 32We are subject to risks related to online payment methods, including third-party payment processing-related risks
33. 33We may be unable to adequately obtain, maintain, protect, defend and enforce our intellectual property rights
34. 34We rely on trademark, copyright, and patent law, trade secret protection, and confidentiality and/or license agreements with our employees, customers, and others to protect our proprietary rights31% rewritten
35. 35We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers
36. 36Indemnity provisions in various agreements to which we are party potentially expose us to substantial liability for infringement, misappropriation or other violation of intellectual property rights
37. 37We must successfully maintain, scale and upgrade our information technology systems, and our failure to do so could have an adverse effect on our business, financial condition, results of operations and prospects
38. 38We use open source software in our platform, which may subject us to additional risks and harm our intellectual property
39. 39The actual or perceived failure by us or our vendors to comply with applicable privacy and data protection laws, regulations or industry standards could have an adverse effect on our business, financial condition, results of operations and prospects
40. 40Changes in existing laws or regulations or related official guidance, or the adoption of new laws or regulations or guidance, may increase our costs and otherwise adversely affect our business, financial condition, results of operations and prospects25% rewritten
41. 41Failure by our network of partners, suppliers or manufacturers to comply with product safety, environmental or other laws and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affect our business
42. 42Our status as a public benefit corporation and a Certified B Corporation may not result in the benefits that we anticipate
43. 43As a public benefit corporation, our duty to balance a variety of interests may result in actions that do not maximize stockholder value
44. 44As a public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations
45. 45We and our directors and executive officers may be subject to litigation for a variety of claims, which could harm our reputation and adversely affect our business, results of operations and financial condition

Risks Related to Ownership of Company Securities

1. 46The price of our Class A Common Stock and our warrants may be volatile
2. 47Warrants are or may become exercisable for shares of our common stock, and additional shares of our common stock may become issuable, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
3. 48The Public Warrants may never be in the money, and they may expire worthless and the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment
4. 49We may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to holders of the Public Warrants, thereby making the Public Warrants worthless
5. 50Our taking advantage of certain exemptions from disclosure requirements available to “emerging growth companies” under the Securities Act of 1993, as amended, could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies
6. 51We may incur debt or assume contingent or other liabilities or dilute our stockholders in connection with acquisitions or strategic alliances
7. 52Future sales, or the perception of future sales, by us or our stockholders in the public market could cause the market price for our Class A Common Stock to decline
8. 53The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions49% rewritten
9. 54Because there are no current plans to pay cash dividends on our Class A Common Stock for the foreseeable future, holders of our Class A Common Stock may not receive any return on investment unless such holders sell their Class A Common Stock for a price greater than that which such holder paid for it
10. 55The Series A Preferred Stock and Series A' Preferred Stock contains rights, preferences and privileges that may limit our business flexibility or reduce the value of our Class A Common Stock
11. 56If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline41% rewritten
12. 57We face significant expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations
13. 58If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our reported financial information and this may lead to a decline in our stock price
14. 59Delaware law and our governing documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
15. 60These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the board of directors or management that stockholders may consider to be in their best interests