Kashyap Rana 4

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.