Ponrt Jiri 4

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.