Groupon CAO receives 4,950 shares from PSU vesting

Groupon, Inc. Chief Accounting Officer Kyle Netzly reported the vesting of 4,950 Performance Share Units on July 30, 2026, converting into an equal number of common shares.

Rhea-AI Filing Summary

Groupon, Inc. Chief Accounting Officer Kyle Netzly reported the vesting of 4,950 Performance Share Units on July 30, 2026, converting into an equal number of common shares. This tranche vested after the Compensation Committee certified achievement of a stock-price hurdle and service condition. To satisfy mandatory tax withholding, 2,045 common shares were withheld at $27.89 per share, which was not an open‑market sale. Following the PSU exercise, Netzly directly held 55,050 Performance Share Units.

Insider Trade Summary

4,950 shares exercised/converted

Exercise 3 txns

Insider Netzly Kyle

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Performance Share Units F2, F3	4,950	$0.00	$0.00
Exercise	Common Stock	4,950	$0.00	$0.00
Tax Withholding	Common Stock F1	2,045	$27.89	$57K

Holdings After Transaction: Performance Share Units — 55,050 contracts (Direct); Common Stock — 33,872 shares (Direct)

Footnotes (3)

1. F1. Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units ("PSUs"). This is not an open market sale of securities.
2. F2. Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.
3. F3. The number of shares of common stock that will be acquired on vesting of the PSUs is contingent upon: (1) the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2025, and ending on May 1, 2028; and (2) the achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028. The PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On July 30, 2026, the Committee certified that the first pre-established stock price hurdle and the continued service condition measured as of May 1, 2026 have both been achieved, and 4,950 PSUs vested on July 30, 2026.

Key Figures

PSUs vested: 4,950 units Shares withheld for tax: 2,045 shares Withholding price: $27.89 per share +3 more

6 metrics

PSUs vested 4,950 units Performance Share Units vesting and converting into common stock on July 30, 2026

Shares withheld for tax 2,045 shares Common shares withheld to satisfy mandatory tax withholding on PSU vesting

Withholding price $27.89 per share Price used for shares withheld to satisfy tax obligations

PSUs held after transaction 55,050 units Performance Share Units directly owned by Kyle Netzly following the reported exercise

PSU performance period start May 1, 2025 Beginning of the three‑year performance period for PSU stock‑price hurdles

PSU performance period end May 1, 2028 End of the three‑year performance period for PSU stock‑price hurdles

Key Terms

Performance Share Units, pre-established stock price hurdles, continued service conditions, Compensation Committee

4 terms

Performance Share Units financial

"Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

pre-established stock price hurdles financial

"contingent upon the achievement of pre-established stock price hurdles over a three-year performance period"

continued service conditions financial

"and the achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028"

Compensation Committee financial

"The PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

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

What insider equity event did Groupon (GRPN) disclose for Kyle Netzly?

Groupon (GRPN) disclosed that Chief Accounting Officer Kyle Netzly had 4,950 Performance Share Units vest on July 30, 2026, converting into the same number of common shares after performance and service conditions were certified by the Compensation Committee.

How many Groupon (GRPN) shares were withheld for Kyle Netzly’s taxes?

To cover tax obligations, 2,045 Groupon common shares were withheld from Kyle Netzly at a price of $27.89 per share. The company states this tax withholding was not an open‑market sale of securities.

What are the performance conditions on Kyle Netzly’s Groupon (GRPN) PSUs?

Netzly’s PSUs depend on stock price hurdles over a three‑year period from May 1, 2025 to May 1, 2028 and continued service measured on May 1, 2026, 2027, and 2028, with vesting after the Compensation Committee certifies both conditions.

How many Performance Share Units does Kyle Netzly hold at Groupon (GRPN) after this vesting?

After this vesting event, Kyle Netzly directly held 55,050 Performance Share Units tied to Groupon common stock. Each PSU represents a contingent right to receive one share of Groupon, Inc. common stock, subject to performance and service conditions.

Was Kyle Netzly’s Groupon (GRPN) share withholding an open‑market sale?

No. The company specifies that the 2,045 shares withheld from Kyle Netzly were solely to satisfy mandatory tax withholding upon PSU vesting and that this event was not an open‑market sale of Groupon securities.

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

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Available on EDGAR 08/03/2026 - 06:58 PM Accepted by SEC EDGAR 08/03/2026 - 06:57 PM Learn about SEC filing dates

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)
07/30/2026

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	07/30/2026		M		4,950	A	$0	35,917	D
Common Stock	07/30/2026		F		2,045(1)	D	$27.89	33,872	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
Performance Share Units	(2)	07/30/2026		M			4,950	(3)	(3)	Common Stock	4,950	$0	55,050	D

Explanation of Responses:

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

2. Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.

3. The number of shares of common stock that will be acquired on vesting of the PSUs is contingent upon: (1) the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2025, and ending on May 1, 2028; and (2) the achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028. The PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On July 30, 2026, the Committee certified that the first pre-established stock price hurdle and the continued service condition measured as of May 1, 2026 have both been achieved, and 4,950 PSUs vested on July 30, 2026.

Remarks:

	/s/ Gina M. Chereck as attorney-in-fact for Kyle Netzly	08/03/2026
	** 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.
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* Form 4: SEC 1474 (03-26)