Groupon CAO receives 6,936 shares from RSUs

Groupon’s chief accounting officer had RSUs vest into common stock, with part of the shares withheld for taxes rather than sold on the market.

Available on EDGAR 09/22/2026 - 04:48 PM EDT Accepted by SEC EDGAR 09/22/2026 - 04:47 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Groupon, Inc. (GRPN) reported that Chief Accounting Officer Kyle Netzly had restricted stock units vest and convert into common stock. On September 18, 2026, 6,936 RSUs vested and were converted into 6,936 shares of common stock at a reported value of $19.08 per share, with 2,865 of those shares withheld to satisfy mandatory tax withholding obligations. The withheld shares were not an open market sale, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

6,936 shares exercised/converted

Exercise 3 txns

Insider Netzly Kyle

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F3	6,936	$0.00	$0.00
Exercise	Common Stock	6,936	$19.08	$132K
Tax Withholding	Common Stock F1	2,865	$19.08	$55K

Holdings After Transaction: Restricted Stock Units — 6,936 units (Direct); Common Stock — 37,943 shares (Direct)

Holdings Before and After: Restricted Stock Units, 13,872 to 6,936 units (Direct); Common Stock, 33,872 to 37,943 shares (Direct)

Footnotes (3)

1. F1. Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of restricted stock units ("RSUs"). This is not an open market sale of securities.
2. F2. Each RSU represents a contingent right to receive one share of Groupon, Inc. Common Stock.
3. F3. 6,936 RSUs on this line vested on September 18, 2026, upon Ms. Netzly's continued employment through the vesting date.

Key Figures

RSUs vested and converted: 6,936 shares Common stock received: 6,936 shares Shares withheld for taxes: 2,865 shares +2 more

5 metrics

RSUs vested and converted 6,936 shares Restricted stock units vesting into Groupon common stock on September 18, 2026

Common stock received 6,936 shares Shares of Groupon common stock acquired upon RSU vesting on September 18, 2026

Shares withheld for taxes 2,865 shares Common shares withheld to satisfy mandatory tax withholding upon RSU vesting

Vesting/share value $19.08 per share Reported per-share value for common stock issued from RSU vesting

RSU-to-share ratio 1 share per RSU Each RSU represents a contingent right to receive one share of common stock

Key Terms

Restricted Stock Units, vesting, tax withholding

3 terms

Restricted Stock Units financial

"security titled "Restricted Stock Units" vested and converted into common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vesting financial

"6,936 RSUs on this line vested on September 18, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax withholding financial

"Shares withheld to satisfy the mandatory tax withholding requirement"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did GRPN report for Chief Accounting Officer Kyle Netzly?

Groupon reported that on September 18, 2026, Chief Accounting Officer Kyle Netzly had 6,936 restricted stock units vest and convert into 6,936 shares of common stock, as part of her equity compensation.

How many GRPN shares were withheld for taxes in this Form 4?

A total of 2,865 shares of Groupon common stock were withheld to satisfy mandatory tax withholding requirements related to the RSU vesting. The filing states this was not an open market sale of securities.

At what price were Kyle Netzly’s GRPN RSUs valued upon vesting?

The vested RSUs converting into common stock were reported at $19.08 per share. In total, 6,936 shares of Groupon common stock were issued in connection with this vesting event.

Was the GRPN insider transaction made under a Rule 10b5-1 trading plan?

No. The filing does not indicate that the transactions were made under a Rule 10b5-1 trading plan, and the related checkbox for such a plan is not affirmed.

What happened to the RSUs held by the GRPN executive in this Form 4?

On September 18, 2026, 6,936 RSUs vested and were converted into 6,936 shares of Groupon common stock. After this conversion, that RSU award line no longer remains as a derivative position in the reported data.

Did Kyle Netzly sell GRPN shares in the open market according to this Form 4?

No. The filing explains that 2,865 shares were withheld to satisfy mandatory tax withholding upon RSU vesting and clarifies that this withholding is not an open market sale of securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Netzly Kyle

(Last) (First) (Middle)

35 W. WACKER, FLOOR 25

(Street)

CHICAGO ILLINOIS 60601

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2026		M		6,936	A	$19.08	40,808	D
Common Stock	09/18/2026		F		2,865(1)	D	$19.08	37,943	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	09/18/2026		M			6,936	09/20/2026	(3)	Common Stock	6,936	$0	6,936	D

Explanation of Responses:

1. Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of restricted stock units ("RSUs"). This is not an open market sale of securities.

2. Each RSU represents a contingent right to receive one share of Groupon, Inc. Common Stock.

3. 6,936 RSUs on this line vested on September 18, 2026, upon Ms. Netzly's continued employment through the vesting date.

Remarks:

	/s/ Gina M. Chereck as attorney-in-fact for Kyle Netzly	09/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)