Groupon (GRPN) CAO logs RSU vesting, share withholding for taxes in Form 4

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Groupon, Inc.’s Chief Accounting Officer Kyle Netzly reported routine equity compensation activity involving restricted stock units (RSUs). On May 20, 2026, 4,267 RSUs vested and were converted into an equal number of common shares. As part of this vesting, 1,911 common shares were withheld to satisfy mandatory tax withholding obligations, at a reference value of $17.32 per share. The company clarifies that this tax withholding is not an open-market sale of securities.

Insider Trade Summary

4,267 shares exercised/converted

Mixed 3 txns

Insider Netzly Kyle

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,267	$0.00	--
Exercise	Common Stock	4,267	$17.32	$74K
Tax Withholding	Common Stock	1,911	$17.32	$33K

Holdings After Transaction: Restricted Stock Units — 4,267 shares (Direct, null); Common Stock — 32,878 shares (Direct, null)

Footnotes (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. Each RSU represents a contingent right to receive one share of Groupon, Inc. Common Stock. 4,267 RSUs on this line vested on May 20, 2026, and 4,267 RSUs on this line vest on May 20, 2027, subject to Ms. Netzly's continued employment through the vesting date.

Key Figures

RSUs vested: 4,267 units Shares withheld for taxes: 1,911 shares Withholding reference price: $17.32 per share +3 more

6 metrics

RSUs vested 4,267 units Restricted stock units vested on May 20, 2026

Shares withheld for taxes 1,911 shares Common shares withheld to satisfy mandatory tax withholding

Withholding reference price $17.32 per share Value used for tax-withholding disposition of 1,911 shares

RSUs scheduled to vest 4,267 units Additional RSUs vesting on May 20, 2027, subject to continued employment

Derivative exercises 4,267 shares Common shares acquired through RSU conversion on May 20, 2026

Tax-withholding transactions 1 event One tax-withholding disposition reported under transaction code F

Key Terms

Restricted Stock Units, tax withholding, derivative security, contingent right, +1 more

5 terms

Restricted Stock Units financial

"Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of restricted stock units ("RSUs")."

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.

tax withholding financial

"Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of restricted stock units"

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.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

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

open market sale financial

"This is not an open market sale of securities."

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 04:07 PM

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)
05/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2026		M		4,267	A	$17.32	32,878	D
Common Stock	05/20/2026		F		1,911⁽¹⁾	D	$17.32	30,967	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	05/20/2026		M			4,267	05/20/2026	⁽³⁾	Common Stock	4,267	$0	4,267	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. 4,267 RSUs on this line vested on May 20, 2026, and 4,267 RSUs on this line vest on May 20, 2027, subject to Ms. Netzly's continued employment through the vesting date.

Remarks:

	/s/ Gina M. Chereck as attorney-in-fact for Kyle Netzly	05/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Groupon (GRPN) executive Kyle Netzly report in this Form 4?

Kyle Netzly reported the vesting of 4,267 restricted stock units and their conversion into common stock. The filing also shows a related share withholding to cover taxes, described as not involving any open-market stock sales.

How many Groupon (GRPN) RSUs vested for Kyle Netzly on May 20, 2026?

On May 20, 2026, 4,267 restricted stock units vested for Chief Accounting Officer Kyle Netzly. Each RSU represented a contingent right to receive one share of Groupon common stock, resulting in the issuance of an equal number of common shares.

Were any of Kyle Netzly’s Groupon (GRPN) shares sold on the open market?

No, the filing states that 1,911 shares were withheld solely to satisfy mandatory tax withholding on RSU vesting. It explicitly notes this withholding is not an open-market sale of Groupon securities into the trading market.

What was the reference price used for Kyle Netzly’s Groupon (GRPN) tax withholding?

The tax-withholding disposition used a reference value of $17.32 per share for 1,911 common shares. This price is used to calculate the value of shares withheld to meet tax obligations arising from the RSU vesting event.

What does each Groupon (GRPN) RSU represent in Kyle Netzly’s filing?

Each restricted stock unit represents a contingent right to receive one share of Groupon common stock. When the RSUs vest, they convert into common shares according to this one-for-one ratio, assuming continued employment through the specified vesting dates.

Do Kyle Netzly’s remaining Groupon (GRPN) RSUs have future vesting dates?

Yes, the footnotes state that 4,267 RSUs vested on May 20, 2026, and another 4,267 RSUs on the same grant are scheduled to vest on May 20, 2027, contingent on Ms. Netzly’s continued employment through that future vesting date.