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DATE

Thursday, November 13, 2025 at 5 p.m. ET

CALL PARTICIPANTS

  • Chief Executive Officer — Jeff Yurcisin
  • Chief Financial Officer — Tom Siragusa

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RISKS

  • Revenue declined 9.4% year over year, impacted by reduced advertising and customer experience disruptions tied to the e-commerce platform migration.
  • Active customers fell 7% year over year to 660,000, and total orders dropped 12.5%, indicating lower engagement and order frequency.
  • Net loss widened to $3 million from $1.3 million, driven primarily by the absence of a $7.8 million non-cash derivative gain in the prior year.
  • Management no longer anticipates year-over-year revenue growth in the fourth quarter and expects full-year revenue at the low end of guidance.

TAKEAWAYS

  • Revenue -- $43.7 million, down 0.7% sequentially and 9.4% year over year, marking the smallest year-over-year decline since 2021.
  • Gross Margin -- 53.3%, increasing 30 basis points from 53% driven by improved promotional strategies and a more favorable product mix.
  • Orders and Customers -- Total orders were 619,000, down 12.5% year over year; active customers ended at 660,000, a 7% decline.
  • DTC Net Revenue Per Order -- $66.76, nearly flat year over year but up 2.4% sequentially, reflecting an increase in units per order and lower discounting activity.
  • Advertising Spend -- $3.2 million in the quarter, up 11.8% year over year, but spending was reduced in the second half to preserve liquidity and profitability.
  • Product Development Expense -- $1.6 million, down 66.1% year over year, as a result of technology organization streamlining and lower amortization after platform migration.
  • SG&A Expense -- $21.3 million, representing a 14% decrease due to cost optimization and a recent reduction in force expected to deliver roughly $5 million in annualized savings.
  • Adjusted EBITDA -- Negative $1.2 million with a negative 2.7% margin, compared to breakeven in the prior year on an adjusted basis, as cost actions partially offset lower revenue.
  • Net Loss -- Negative $3 million, compared to negative $1.3 million in the prior year, mainly reflecting the absence of non-cash derivative gains previously recognized.
  • Liquidity -- $12.3 million in cash, cash equivalents, and restricted cash, a decrease from $14 million at the end of last quarter, primarily tied to the quarterly net loss.
  • Outlook -- Full-year revenue now expected at $172.5 million to $175 million, at the low end of the prior range; full-year adjusted EBITDA remains guided to negative low single-digit millions to breakeven.
  • Strategic Actions -- Advertising investments will remain constrained until the technology platform is fully optimized and new customer cohorts meet payback criteria.
  • Cost Realignment -- November headcount reduction is projected to yield roughly $5 million in annualized SG&A savings, with immediate cash impact offset by severance and related expenses.
  • Assortment Expansion -- Third-party brand count grew 50% year over year, with total individual products up 61%, particularly in clean beauty, personal care, wellness, and baby categories.
  • Platform Migration Impact -- Ongoing challenges in the mobile app, subscription, and payments functions are identified as key contributors to operating headwinds in the period.
  • Sustainability Initiatives -- The company measured and disclosed its AI-related carbon footprint this quarter in partnership with GravityClimate.
  • M&A and Strategic Options -- Management is actively assessing acquisitions, divestitures, and partnerships with the support of external advisers, while prioritizing durability and profitability.

SUMMARY

Management clarified that the revision to full-year guidance resulted entirely from intentional reductions in advertising investment and customer experience challenges caused by the e-commerce platform migration, not from broader macroeconomic trends. The focus for the next one to two quarters is on resolving mobile app and subscription system disruptions to drive improvement in engagement, retention, and lifetime value. Strategic discipline was highlighted, with advertising and growth investments tied to strict payback and cohort-performance criteria before resuming spend.

  • CEO Yurcisin said, "A 100% of the bridge is from those two variables and not from the macro environment," referring to advertising pullback and customer experience issues as the sole drivers of the revised revenue outlook.
  • CFO Siragusa indicated that "we expect fourth-quarter adjusted EBITDA to be positive, benefiting from our pullback in advertising spend and the structural SG&A reductions executed earlier in November."
  • The company is evaluating acquisitions in categories like wellness, supplements, baby, beauty, and personal care, but funding would only proceed if accretive to value and capital-efficient, with cash or possible financing.

INDUSTRY GLOSSARY

  • DTC: Direct-to-consumer; refers to sales transacted directly with end customers rather than through retail intermediaries or distributors.
  • SG&A: Selling, General, and Administrative expenses; operating costs not directly tied to production or product delivery.
  • NPS: Net Promoter Score; a customer loyalty and satisfaction metric based on the likelihood of customers recommending the company's products.
  • SKU: Stock Keeping Unit; an identifier for each unique product and service that can be purchased.

Full Conference Call Transcript

Hosting today's call are Grove's CEO Jeff Yurcisin and CFO, Tom Siragusa. Some of the statements made today about future prospects, financial results, business strategies, industry's trends, and Grove's ability to successfully respond to business risks may be considered forward-looking. Statements relating to the technology platform migration resulting in exceptional customer experience and strong economics at scale, future advertising spend and circumstances that will result in this increase, the impact of the headcount reduction, future business plans, priorities for the remainder of 2025, future investments and growth, and guidance for 2025, including guidance relating to full-year and fourth-quarter 2025 revenue and adjusted EBITDA.

Such statements are based on current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially, including those risks discussed in Grove's filings with the Securities and Exchange Commission. All of these statements are based on Grove's views today, 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 law. During today's call, Grove will also discuss certain non-GAAP financial measures, which adjust GAAP results to eliminate the impact of certain items.

You will find additional information regarding these non-GAAP financial measures and a reconciliation of these non-GAAP items to the most directly comparable GAAP financial measures in Grove's earnings release, which is also available on Grove's Investor Relations website. I would now like to turn the call over to Jeff Yurcisin to begin. I want to begin with where we are headed. Grove's focus is on driving long-term shareholder value.

Jeff Yurcisin: By building a stronger, more resilient business, one that delivers consistent profitability and sustainable growth. Our mission remains clear: to be the leading destination for clean, sustainable, nontoxic products for every room in the home. I recognize that some investors remain cautious, questioning whether a direct-to-consumer business can truly win in a marketplace dominated by Amazon and other digital giants, but I believe there's a billion-dollar opportunity ahead for Grove in the long term. How? We must deliver a customer experience that is meaningfully differentiated, one that combines transparency, performance, and sustainability while achieving the unit economics to scale profitably. We also need to reach those customers efficiently at scale and deliver compelling payback.

We continue to believe that the migration of our e-commerce platform was necessary to deliver on this vision. The migration has, though, been marked by a series of customer experience challenges, issues we've worked quickly to resolve even as new ones have emerged. During the third quarter, we faced new challenges related to the mobile app experience, subscriptions, and payments, which collectively weighed on our results. Even with these pressures, revenue was roughly flat sequentially, down just 0.7% quarter over quarter, and declined 9.4% year over year, our smallest decline since 2021. But here's the important part: our engineering and product teams are more energized and confident today than they've been at any point in the past year.

We've identified the issues, we know the fixes, and we're executing with urgency. There's still a lot of work to do over the next one to two quarters, but once the transformation is complete, Shopify will enable fast iteration, deeper personalization, and access to best-in-class tools that will help us deliver an exceptional customer experience and stronger economics at scale. While this period of learning and troubleshooting has led to quarterly results below our expectations, it has also clarified the path forward. Our near-term focus is improving the mobile app and subscription experience, two components of the user experience that directly drive engagement, retention, and lifetime value.

At the same time, our transformation continues to be guided by four key pillars: balance sheet strength, sustainable profitability, revenue growth, and environmental and human health. These pillars provide the framework for every decision we make, ensuring that even as we optimize the customer experience, we're building a stronger, more resilient business positioned for long-term success. We are protecting liquidity and profitability, the first two pillars of our transformation. We pulled back advertising in September, and that discipline will continue through the fourth quarter. We'll only step up investment once the technology is optimized and new cohorts meet clear hurdles on paybacks and projected lifetime value relative to customer acquisition costs.

We also right-sized SG&A to reflect our current scale, completing a reduction in force in November that is expected to deliver roughly $5 million in annualized savings. While near-term cash benefits will be offset by severance and related costs, the action was a necessary step to align our cost structure with current revenue levels and improve operating leverage as growth returns. We're also leaning into AI, automation, and technology to increase efficiency across the organization. This restructuring will pay dividends both in the near term through lower operating expenses and over the long term through a faster, more data-driven organization. We've continued to execute against our third pillar, revenue growth, even as we maintain discipline around profitability and liquidity.

Last quarter, we expanded our third-party assortment meaningfully, with the number of brands up 50% year over year, individual products up 61%. This expansion is concentrated in high-potential categories such as clean beauty, personal care, pantry, wellness, and baby, with the baby category in particular showing encouraging early growth as we broadened our offering. We believe Grove is the curated marketplace for clean, sustainable, and nontoxic products across the essential categories where customers seek mission-aligned brands and high-quality alternatives they can trust. Curation is central to that vision. We don't aim to be everything to everyone. Rather, we focus on being the trusted source for the customer who values transparency, performance, and environmental integrity.

That said, our near-term focus is shifting from adding incremental new assortment to enhancing e-commerce discovery and the mobile experience, areas that directly improve customer engagement, conversion, and retention. Our leadership in environmental and human health remains our fourth pillar and a defining part of Grove's identity. During the quarter, we advanced our leadership by becoming one of the first companies to measure and disclose our AI-related carbon footprint through an expanded partnership with GravityClimate. We believe innovation and sustainability must advance hand in hand and that transparency is essential for meaningful industry progress. Alongside our focus on execution, we continue to evaluate strategic options. Our plan and our priority remain building a durable, profitable standalone company.

In parallel, as stewards of shareholder value, we are assessing opportunities that could accelerate our path to scale, strengthen our competitive position, or unlock additional value for investors. These may include additional acquisitions or partnerships, divestitures, and other strategic options consistent with our mission and long-term vision. We are working with advisers to assess these opportunities. Any action we take will be guided by the same principles that shape how we operate the business every day: sustainable shareholder value creation, capital efficiency, and customer focus.

Today's consumer faces a fragmented marketplace with limited transparency, and our mission is to make that journey easier, to set a higher standard for safety and sustainability, stand behind it, and help families shop with confidence. We believe Grove sits at the intersection of two powerful tailwinds: the growing shift toward cleaner, healthier products, and the increasing consumer demand for transparency and trust. Our contribution profit per box remains differentiated in the CPG space. Our NPS scores continue to reflect deep customer loyalty, and our team is aligned and energized by the opportunity ahead. 2025 has been a year of meaningful transformation.

The path forward is clear: optimize our technology and customer experience, protect liquidity and profitability while we do the work, and then scale responsibly and profitably. That's the plan in front of us. We are committed to executing it with urgency, discipline, and confidence. Before turning it over to Tom, I am pleased to share that the board and I have formally appointed him as Grove's permanent CFO, effective in October. Tom has been an exceptional partner and thought leader throughout this transformation, bringing financial discipline, operational rigor, and a deep understanding of our strategy and culture. I'm grateful for his partnership and excited to continue this next phase together. Tom, over to you.

Tom Siragusa: Thank you, Jeff. Welcome, everyone. Before I get into the numbers, I want to share how excited I am to formally step into the CFO role. Over the past several months, I've had a front-row seat to the transformation underway at Grove. I'm encouraged by our path forward and the discipline with which we are executing it. My focus as CFO will be to keep us relentlessly disciplined on cash and support profitable growth into the future. Now turning to the financial results. Starting at the top line, revenue for the third quarter was $43.7 million, down 0.7% sequentially and 9.4% year over year. This marks our smallest year-over-year decline since 2021.

The decline versus last year primarily reflects the effects of reduced advertising investment in prior periods, which led to a smaller customer base entering 2025, as well as the friction from our e-commerce migration that began earlier this year. Sequentially, fewer orders were partially offset by higher net revenue per order. Total orders for the quarter were 619,000, a decline of 12.5% year over year, while active customers ended the quarter at 660,000, down 7% versus the prior year. These declines are consistent with what we've discussed previously.

Lower advertising investment in 2024 and prior years has resulted in fewer new customers and therefore fewer repeat orders, due to the recurring nature of our business, along with headwinds related to the e-commerce migration. DTC net revenue per order was $66.76, nearly flat year over year, but increased 2.4% sequentially. Sequential improvement was driven by an increase in units per order and lower discounting activity. Our gross margin was 53.3%, up 30 basis points compared to 53% in the third quarter last year. Improvement reflects more targeted and improved promotional strategies resulting in lower discounts, partially offset by a more favorable product mix. Turning to advertising, we invested $3.2 million in the quarter, an 11.8% increase year over year.

Spend was higher in the first half of the quarter, but we made the strategic decision to reduce spend in the back half as we shifted our strategy to preserve liquidity and drive profitability. We plan to scale spend more meaningfully once the core customer experience has been optimized. Product development expense was $1.6 million, down 66.1% year over year. This decline reflects our decision to streamline our technology organization as well as lower amortization costs following the e-commerce platform migration. SG&A expense was $21.3 million, a 14% decrease versus the prior year. The reduction was driven by lower stock-based compensation, lower fulfillment costs from fewer orders, and broader cost optimization across the organization.

As Jeff mentioned earlier, we executed a headcount reduction earlier this month that aligns our cost base with current scale while preserving the talent and capabilities needed to complete the transformation. Actions are difficult but necessary, and they reinforce our commitment to operating with financial discipline. Adjusted EBITDA was negative $1.2 million or a negative 2.7% margin compared to breakeven in 2024. The year-over-year decline reflects lower revenue, partially offset by cost structure improvements. Net loss was negative $3 million compared to negative $1.3 million in the prior year. The variance primarily reflects the absence of a non-cash derivative gain of $7.8 million recorded in Q3 2024, partially offset by lower interest and operating expenses.

Turning to the balance sheet and liquidity, we ended the quarter with $12.3 million in cash, cash equivalents, and restricted cash, down from $14 million at the end of the second quarter, primarily reflecting the quarterly net loss net of non-cash adjustments. Turning to our outlook, for the twelve-month period ending December 31, 2025, we expect full-year revenue to be $172.5 million to $175 million at the lower end of our previously communicated guidance range of down approximately mid-single-digit to low double-digit percentage points year over year. For the fourth quarter, we anticipate revenue to remain roughly flat sequentially. For full-year adjusted EBITDA, we continue to expect results within our guidance range of negative low single-digit millions to breakeven.

Importantly, we expect fourth-quarter adjusted EBITDA to be positive, benefiting from our pullback in advertising spend and the structural SG&A reductions executed earlier in November. To summarize, we are tracking towards the low end of our revenue guidance range and we no longer anticipate year-over-year growth in the fourth quarter. The revision to our outlook is consistent with the choices we made to prioritize fixing the core experience, protecting liquidity, and ensuring that when growth returns, it is from a more durable foundation. In spite of lower revenue, we are maintaining adjusted EBITDA guidance as cost actions and disciplined operating execution flow through to the bottom line.

In closing, our priorities for the remainder of the year are clear: protect liquidity and maintain financial discipline as we optimize the customer experience. We are prioritizing cash flow and profitability over short-term revenue growth to maintain balance sheet stability through the transition. These actions are laying the foundation for a healthier, more efficient business as we enter 2026. With that, I'll turn the call back over to Jeff for closing remarks.

Jeff Yurcisin: Thanks, Tom. As we close out the third quarter, I want to bring us back to what's most important. Grove is rebuilding for the long term. Over the past several quarters, we've done the hard work: migrating to a modern platform, reshaping our cost base, and refocusing the organization on the customer experience. Our priorities for the next phase are clear. We're fixing the core experience while operating with tight financial discipline. We're protecting liquidity and profitability as we complete the transition, ensuring that investments we make meet our standards for payback and lifetime value. And as those improvements take hold, we expect to return to investing in measured growth built on a more efficient cost structure.

We've learned a lot this year, and those lessons have sharpened our focus. 2025 has been a year of transformation. We know what needs to be done, and we're executing with urgency and discipline to deliver durable, profitable growth. Our focus on disciplined execution and efficient growth is how we will rebuild long-term shareholder value and reestablish Grove as the category leader. With that, we're happy to answer any questions you have.

Tom Siragusa: Operator, please open the line for questions.

Operator: Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press 2 to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star key. Our first question comes from the line of Susan Anderson from Canaccord Genuity. Please proceed with your question.

Susan Anderson: Hi, good evening. Alec Legg on for Susan Anderson. I guess, you start off by just talking about the puts and takes of what changed in reaching this year's sales expectations, kind of bucketing, how much was due to digital disruption? If you're seeing any changes in consumer spending with the macro environment or mean, it might be hard to parcel out, but the pullback in advertising as well?

Jeff Yurcisin: Of course. Thank you. The revision to near-term outlook is a reflection of us prioritizing liquidity, protecting profitability, and fixing the core experience. If I were building a bridge for why we came up short, we are not giving any—we're not seeing any trend from an environment perspective. It really is driven by the intentional pullback in advertising. Then secondly, the impact of the customer experience where we have these hiccups with payments in our mobile app. A 100% of the bridge is from those two variables and not from the macro environment.

Alec Legg: Understood. And then on the customer disruption, are you able to, I guess, where are we with resolving it? Is it already resolved? Is it something that might be resolved this quarter? Just a timeline on that?

Jeff Yurcisin: Great call. I think the exact phrasing we used was intentionally one to two quarters of our focus. The reality is in this migration, new issues emerge. All this seems like almost every month. It almost feels like whack-a-mole for our product engineering team. What I can say, and I know this is forward-looking, but, like, from our product and engineering team today is more excited about our roadmap and our path out than they've been at any other time in the last twelve months. So, it depends on which of these issues, but we seem to be closing the gap every single week and we are heads down fixing that core customer experience over the next three plus months.

Alec Legg: Thanks. And just on the core business of the customers, we've talked a lot about cohort curves in the past and seeing that stabilize. Guess how close are we to seeing that stabilize? Do you see that potentially even picking up in the next one to four quarters?

Jeff Yurcisin: That's a good call. I think from a cohort perspective, these cohorts are behaving as we expected except for the issues we've had with the app and subscription and some of our payments where we've been able to isolate the issues. So I think that flattening of the cohort curve has played out as we expected. There were just some bumps down the cohort curve, a little bit more in Q3. I think as we look forward, what we're rallying our company around is we're gonna fix the core experience. And then as soon as the core experience meets our expectations, we expect to see paybacks really accelerate.

And so where you're going to see revenue growth is if you're projecting a model out four plus quarters, like, we're not here to just be this microcap company. We are focused on profitable growth in the long term. We can't give an exact kind of date, but, like, what our belief is those cohorts are really flattening and when we start seeing the paybacks, which will be a natural result of fixing the core experience, we'll be able to put more advertising dollars on top of it, which will drive future growth.

Alec Legg: Understood. That's very helpful. And then just turning on to M&A, you mentioned potential acquisitions, even divestitures. On the topic of acquisitions, you added two brands earlier this year. You're looking to still add brands, I guess, what type of categories are you looking at the potential size of these potential brands? And then how do you potentially plan to fund these acquisitions? Would you use cash on hand? Other types of financing?

Jeff Yurcisin: Yeah. It's the right question. So first, let me emphasize. Our focus remains on building this durable, profitable, standalone company. Okay? Period. In parallel, we are talking to advisers to assess where these opportunities may make sense, that could either accelerate our scale and our revenue or strengthen our overall competitive position. So, again, there are few different paths here. One is you look at acquiring subscale businesses that when attached to our platform, especially in this one plus quarter outlook that we have when we fix the core kind of customer experience, it could be incredibly accretive. Your next follow-up question is how would you fund it? Like, look.

I think we would either use cash or we would look at raising, we would look at potentially raising some money to fund it, but, like, the core here is we would only do this if it really does make sense. And we are just seeing a bunch of opportunities that present themselves on a monthly basis in front of us. So we're assessing with discipline, the lens we have on paybacks, it doesn't just extend to how we use capital in advertising, but in M&A. You also asked if there were particular categories we would be interested in. I think we've spoken a lot over the last few quarters on the wellness and supplements category.

Very intrigued there, but we're also seeing great success within baby, which could also be a nice fit, or within some other beauty and personal care. So we are, like, seeing opportunities in each of those spaces. So, look, I think I would just end with investors to know we are guided by a handful of principles: sustainable shareholder value creation, capital efficiency, and what drives both of those things is delivering the extremely differentiated and superior customer experience, and that's what we're focused on.

Alec Legg: That makes sense. And then I guess my last question, it's somewhat related to you just mentioned the vitamins. So I saw that the BMS category there's more net revenue per order. I guess, how far along are you with your SKU expansion plan this year? How much more opportunity and brands do you think you could add to the platform in the fourth quarter and heading into 2026?

Jeff Yurcisin: Great question. What is marvelous about Grove is our brand matters not just to end consumers, but also to other brands. In some, every wellness brand we call is interested in selling to us. And so because they know that we will deliver incremental customer growth to them and one that is truly looking for the highest ingredient standards. So we are in talks with many brands. We've been launching some in the last few quarters, and there are some more significant ones in the next hundred days. But I should emphasize to investors, like, selection has been a big part of our growth strategy. But right now, we are focused and shifting energy more towards fixing that core experience.

It's almost like selection has outflanked our discovery and shopping experiences. So that's where we're pivoting.

Alec Legg: Perfect. Thank you so much.

Jeff Yurcisin: Of course.

Operator: Thank you. And we have reached the end of the question and answer session. I would like to turn the floor back to Jeff Yurcisin for closing remarks.

Jeff Yurcisin: Great. Thank you. I want to thank everyone again for joining our call. Hope you have a great night. Thank you.

Operator: Thank you. And this concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.