Netzly Kyle 4

What Happened

• Kyle Netzly, Chief Accounting Officer of Groupon, received equity awards on May 1, 2026: 9,197 restricted stock units (RSUs) and 6,131 performance share units (PSUs). Both grants show an acquisition price of $0 (award/grant, Form 4 code A), meaning no cash was exchanged.
• The RSUs and PSUs are derivative awards that convert into common stock only if vesting conditions are met. These grants are compensation awards rather than open‑market purchases or sales.

Key Details

• Transaction date: May 1, 2026; Form 4 filed May 5, 2026.
• Amounts and price: 9,197 RSUs @ $0; 6,131 PSUs @ $0 (derivative awards).
• Shares owned after transaction: Not specified in the filing.
• Filing timeliness: Filed four calendar days after the grants (May 5). Form 4s are generally due within two business days of the transaction, so this appears to be one business day late.
• Exhibit: Exhibit 24 (Power of Attorney) included in the filing.
• Transaction code: A = Award/Grant.

Context

• RSUs (F1–F2): Each RSU converts to one share if vested. These RSUs vest in three equal annual tranches (May 1 of 2027, 2028 and 2029), subject to continued service and a year‑end performance modifier of 0%–300% per tranche.
• PSUs (F3–F4): Each PSU converts to one share only if performance targets are met. PSU payout is tied to Groupon’s relative total shareholder return (TSR) vs. the Russell 2000 over the three‑year period May 1, 2026–May 1, 2029, cliff vesting on May 1, 2029. Payout ranges from 0% (≤50th percentile) to 300% (≥90th percentile); if TSR is negative, payout is capped at 100%.
• Interpretation for investors: These are standard equity compensation awards tied to service and performance. They do not reflect an outright cash purchase or sale by the insider and therefore should be interpreted as compensation rather than a direct bullish or bearish trading signal.