Ponrt Jiri 4
4 · Groupon, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Groupon COO Ponrt Jiri Receives Vested PSUs; Shares Withheld
What Happened
- Ponrt Jiri, Chief Operating Officer of Groupon, had three performance share unit (PSU) awards fully vest on March 12, 2026 following certification by the Compensation Committee. A total of 6,471 PSUs converted into common shares (2,157 shares from each of three grants). No exercise price was paid (awards, not options).
- To satisfy mandatory tax withholding, 3,210 shares (1,070 from each grant) were withheld at $9.66 per share, totaling $31,008. After withholding, Jiri received a net 3,261 shares. The withholding was not an open-market sale.
Key Details
- Transaction date: March 12, 2026; Form 4 filed March 16, 2026 (appears timely).
- Award conversion: 6,471 shares acquired via conversion/exercise (code M) at $0.00 per share.
- Tax withholding: 3,210 shares disposed (code F) at $9.66 per share; total withholding value reported $31,008.
- Shares owned after transaction: Not disclosed in the excerpted transaction data.
- Footnotes: PSUs represent contingent rights to one share each. Grants were made on May 12, June 18 and August 11, 2025 and vested only after the Committee certified remediation of a prior material weakness (performance period May 1, 2025–May 1, 2027) and continuous employment.
Context
- This was an award vesting event (PSUs converting to shares), not an open-market purchase or sale. The taxable withholding was satisfied via share withholding (common for equity awards) and should not be read as a voluntary sale signaling sentiment.
- The underlying vesting was tied to remediation of a previously disclosed material weakness; the Committee’s certification on March 12, 2026 triggered immediate vesting.
Insider Transaction Report
Form 4
Groupon, Inc.GRPN
Ponrt Jiri
Chief Operating Officer
Transactions
- Exercise/Conversion
Common Stock
2026-03-12+2,157→ 191,052 total - Tax Payment
Common Stock
[F1]2026-03-12$9.66/sh−1,070$10,336→ 189,982 total - Exercise/Conversion
Common Stock
2026-03-12+2,157→ 192,139 total - Tax Payment
Common Stock
[F1]2026-03-12$9.66/sh−1,070$10,336→ 191,069 total - Exercise/Conversion
Common Stock
2026-03-12+2,157→ 193,226 total - Tax Payment
Common Stock
[F1]2026-03-12$9.66/sh−1,070$10,336→ 192,156 total - Exercise/Conversion
Performance Share Units
[F2][F3]2026-03-12−2,157→ 4,314 total→ Common Stock (2,157 underlying) - Exercise/Conversion
Performance Share Units
[F2][F4]2026-03-12−2,157→ 2,157 total→ Common Stock (2,157 underlying) - Exercise/Conversion
Performance Share Units
[F2][F5]2026-03-12−2,157→ 0 total→ Common Stock (2,157 underlying)
Footnotes (5)
- [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]Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.
- [F3]These PSUs were granted by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on May 12, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.
- [F4]These PSUs were granted by the Committee on June 18, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.
- [F5]These PSUs were granted by the Committee on August 11, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.
Signature
/s/ Gina M. Chereck as attorney-in-fact for Jiri Ponrt|2026-03-16