Kashyap Rana 4
4 · Groupon, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Groupon CFO Kashyap Rana Exercises Derivatives; Shares Withheld
What Happened Kashyap Rana, CFO of Groupon (GRPN), converted/exercised derivative awards into 77,625 shares on May 1, 2026. To satisfy mandatory tax withholding, 35,973 of those shares were withheld (disposed) at an implied value of $14.89 per share, totaling about $535,638. On the same date he was also credited with two awards of 63,870 share-based units (reported as grants).
Key Details
- Transaction date: May 1, 2026; Form 4 filed May 5, 2026 (filing appears timely).
- Conversion/exercise: 77,625 shares acquired via derivative conversion/exercise at $0.00 exercise price (no cash paid).
- Tax withholding: 35,973 shares withheld to satisfy tax obligation — reported as a disposition (F1). This is a withholding, not an open-market sale.
- Grants: Two awards of 63,870 share-based units each (reported as A, $0.00); these are contingent units (PSUs/RSUs) per footnotes.
- Notable footnotes:
- F1: Shares withheld for mandatory tax withholding (not market sale).
- F2: Some shares held in a custodial account for the reporting person’s child; reporting person disclaims beneficial ownership except for pecuniary interest.
- F3–F7: Explain PSU/RSU terms — PSUs and RSUs convert to common stock on vesting and are subject to performance, service, and time-based vesting schedules (including multi-year performance hurdles and TSR comparisons).
- Shares owned after transaction: Not specified in the provided data.
- Exhibit: Exhibit 24 — Power of Attorney included.
Context
- These filings reflect compensation-related activity (conversion of performance/restricted units and new awards) rather than an open-market purchase or sale of stock. The $535k figure reflects the value of shares withheld to cover withholding taxes; it should not be read as an investment sale. For retail investors, award conversions and withholdings are routine executive compensation events and do not necessarily indicate the insider’s market view.
Insider Transaction Report
Form 4
Groupon, Inc.GRPN
Kashyap Rana
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
2026-05-01+77,625→ 225,625 total - Tax Payment
Common Stock
[F1]2026-05-01$14.89/sh−35,973$535,638→ 189,652 total - Exercise/Conversion
Performance Share Units
[F3][F4]2026-05-01−77,625→ 158,391 total→ Common Stock (77,625 underlying) - Award
Restricted Stock Units
[F5][F6]2026-05-01+63,870→ 63,870 total→ Common Stock (63,870 underlying) - Award
Performance Share Units
[F3][F7]2026-05-01+63,870→ 63,870 total→ Common Stock (63,870 underlying)
Holdings
- 15,000(indirect: By Children)
Common Stock
[F2] - 10,000(indirect: By Children)
Common Stock
[F2]
Footnotes (7)
- [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.
- [F2]Represents shares held in a custodial account for the benefit of the Reporting Person's child. The Reporting Person is the custodian of such account. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- [F3]Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.
- [F4]The number of shares of Common Stock that will be acquired upon the vesting of the PSUs is contingent upon the: achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2024 and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors.
- [F5]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock.
- [F6]The RSUs will vest in three equal tranches (one third on each of May 1, 2027, May 1, 2028, and May 1, 2029), subject to continued service and a year-end performance review modifier of 0% to 300% per tranche.
- [F7]The number of shares of Common Stock that will be acquired upon the vesting of the PSUs is contingent upon the Company's relative TSR vs. Russell 2000 Index over a three-year performance period (May 1, 2026 to May 1, 2029). The PSUs will cliff vest on May 1, 2029, ranging from 0% (at or below 50th percentile) to 300% (at or above 90th percentile). In the event of negative TSR, payout is capped at 100%.
Signature
/s/ Gina M. Chereck as attorney-in-fact for Rana Kashyap|2026-05-05