{"url_path":"/sec/grve/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/918573/0001477932-26-004080-index.html","accession_number":"0001477932-26-004080","cik":"0000918573","ticker":"GRVE","issuer_name":"GROOVE BOTANICALS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/918573/0001477932-26-004080-index.html","primary_entity_key":"0000918573","primary_entity_name":"GROOVE BOTANICALS INC."},"word_count":538,"has_tables":true,"body_markdown":"**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**\n\n \n\nThe following table lists, as of March 31, 2026, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our Named Executive Officers and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Groove Botanicals Inc., 310 Fourth Avenue South, Suite 7000, Minneapolis, MN\n\n \n\n \n\n17\n\n*Table of Contents*\n\n \n\nThe following table sets forth, as of March 31, 2026, information regarding beneficial ownership of our capital stock by:\n\n \n\n \n\n●\n\neach person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;\n\n \n\n●\n\neach of our directors;\n\n \n\n●\n\neach of our named executive officers; and\n\n \n\n●\n\nall of our current executive officers, and directors as a group.\n\n \n\nIn the table below, percentage ownership is based on 59,643,062 shares of our Common Stock issued and outstanding as of March 31, 2026, including dilutive shares available for issue withing 60 days of the date of the Report.\n\n \n\nUnless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.\n\n \n\n**Name of Beneficial Owner**\n\n**Number of**\n\n**Shares**\n\n**Beneficially**\n\n**Owned**(2)\n\n \n\n \n\n**Percentage of Shares**\n\n**Beneficially**\n\n**Owned** (2)\n\n \n\n \n\n \n\n \n\n \n\n \n\n**5% or Greater Stockholders**\n\n**Directors and Named Executive Officers**\n\nKent Rodriguez, President, Secretary, Treasurer and Director\n\n62,081,840\n\n(1)\n\n51.01%\n\nAll directors, directors’ nominees and executive officers as a group (1 person):\n\n62,081,840\n\n(1)\n\n51.01%\n\n \n\n(1)\n\nThis amount includes a total of 62,077,473 common shares issuable upon conversion of 100 shares of Series A Convertible Preferred Stock and 4,367 shares of common stock held by Mr. Rodriguez.\n\n(2)\n\nFully diluted shares outstanding for purposes of calculation totals 121,720,535, including 62,077,473 common shares issuable to Kent Rodriguez upon conversion of 100 shares of Series A Convertible Preferred Stock\n\n \n\n**Securities Authorized for Issuance under Equity Compensation Plans**\n\n \n\nNone."}