Groupon CAO Kyle Netzly Receives Award; Shares Withheld for Taxes

What Happened
Kyle Netzly, Groupon’s Chief Accounting Officer, had 4,950 performance share units (PSUs) convert into common shares on July 30, 2026. Of those vested shares, 2,045 were withheld to satisfy mandatory tax withholding at $27.89 per share (total value withheld ≈ $57,035). The conversion/vesting involved no exercise price (reported as $0.00), so Netzly received a net 2,905 shares after withholding. The withholding was a tax-related disposition, not an open‑market sale.

Key Details

• Transaction date: July 30, 2026. Form 4 filed August 3, 2026 (filing marked late).
• Conversion/Vesting: 4,950 PSUs converted to shares (transaction code M), reported at $0.00 exercise price.
• Tax withholding: 2,045 shares withheld (transaction code F) at $27.89/share for ~$57,035 in tax obligations.
• Net shares issued to insider: 2,905 (4,950 vested − 2,045 withheld).
• Shares owned after transaction: Not disclosed in the Form 4.
• Footnotes: PSUs are contingent rights to one share each; vesting was triggered by the Compensation Committee certifying the first stock-price hurdle and the service condition measured May 1, 2026. Withholding was mandatory and not an open‑market sale.

Context
PSUs are a performance-based award tied to stock-price hurdles over a multi-year performance period (May 1, 2025 – May 1, 2028) and continued service. The conversion reported here reflects vesting after the Committee certified achievement of the first hurdle and the 2026 service condition. The tax-withholding disposition is routine for vested awards and does not necessarily indicate insider sentiment about the company’s stock.