Form 4: Groupon CEO Granted Performance Share Units Amidst Late SEC Filing
Summary
- Groupon's CEO was granted 5,750 Performance Share Units (PSUs) on May 29, 2025.
- Each PSU represents a contingent right to receive one share of Groupon Common Stock.
- The PSUs will vest upon the Compensation Committee's certification of specific performance metrics, contingent on the CEO's continued service through the certification date.
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
- Following this transaction, the reporting person beneficially owns 1,284,698 derivative securities.
Sentiment
Score: 6
Explanation: The grant of performance-based equity is a positive for aligning management incentives, but the late filing due to administrative oversight introduces a minor negative compliance aspect.
Positives
- The grant of Performance Share Units aligns the CEO's incentives with company performance and shareholder value creation.
Negatives
- The Form 4 filing was submitted late due to an inadvertent administrative oversight, indicating a compliance lapse.
Risks
- The vesting of the PSUs is contingent on the achievement of certain performance metrics, which may or may not be met.
- Continued service of the reporting person is required for vesting, posing a risk if the CEO departs before the certification date.
Future Outlook
The vesting of the granted Performance Share Units is contingent upon the Compensation Committee's certification of specific performance metrics, aligning future compensation with company performance.
Management Comments
- "This Form 4 is being filed late due to an inadvertent administrative oversight."
Industry Context
SEC Form 4 filings are standard disclosures for insider transactions, providing transparency into changes in beneficial ownership by company directors, officers, and significant shareholders. The grant of performance-based equity is a common practice in executive compensation across industries, aiming to align management interests with long-term shareholder value.
Comparison to Industry Standards
- The use of Performance Share Units (PSUs) as a component of executive compensation is a widely adopted practice among publicly traded companies, including peers in the e-commerce and local experiences sector, as it ties executive rewards directly to the achievement of pre-defined corporate performance goals.
- While the grant of equity is standard, the late filing of a Form 4, even due to administrative oversight, is a deviation from best practices in corporate governance and regulatory compliance, as timely disclosure is mandated by the SEC.
Stakeholder Impact
- Shareholders: The grant of performance-based equity aims to align the CEO's interests with shareholder value creation, potentially leading to improved company performance. However, the issuance of new shares upon vesting could lead to minor dilution.
- Employees: The CEO's compensation structure may influence overall compensation philosophy within the company.
Next Steps
- The Compensation Committee will certify certain performance metrics for the vesting of the Performance Share Units.
Key Dates
- 05/29/2025: Date of earliest transaction: Grant of Performance Share Units to the CEO.
- 06/05/2025: Date the Form 4 was signed and filed.
Keywords
Filings with Classifications
Financing Transaction Announcement
- The company is issuing $244,071,000 aggregate principal amount of new 4.875% Convertible Senior Notes due 2030 in exchange for existing notes. While it's an exchange and not a cash raise, it is a form of capital restructuring that impacts the company's debt capital.
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 filing was submitted late due to an "inadvertent administrative oversight."
Insider Transaction Report
- The Form 4 was filed late, indicating a lapse in regulatory compliance due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 filing itself was delayed, submitted late due to an inadvertent administrative oversight.
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight, as stated in the filing.
Insider Transaction Report Amendment
- The vesting of 109,250 Performance Share Units indicates that Groupon successfully met a pre-established stock price hurdle, which is a positive performance indicator for the company's stock.
Earnings Press Release
- Global revenue decreased by 5% year-over-year, indicating a decline in overall sales performance.
- Adjusted EBITDA decreased from $19.5 million to $15.3 million, suggesting a decrease in profitability.
Quarterly Report
- Revenue decreased from $123.08 million to $117.19 million, indicating a worse than expected performance.
- Adjusted EBITDA decreased from $19.52 million to $15.33 million, indicating a worse than expected performance.
Proxy Statement
- The company reported a net loss of $57 million in 2024.
- The adjusted EBITDA goal for the 2024 Annual Bonus Plan remained below threshold.
Earnings Release
- While North America Local billings showed positive growth, overall revenue, gross billings, and unit sales decreased year-over-year, and the company reported a net loss for both the quarter and the full year.
Annual Results
- Gross billings, units, revenue, and gross profit all decreased year-over-year, indicating a decline in overall business activity.
Debt Issuance Announcement
- The document details a capital raise of $20 million through the issuance of convertible senior secured notes.
- The total issuance was $197.26 million, with the majority being an exchange of existing debt.
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The company entered into exchange and subscription agreements for $197.3 million of new convertible senior secured notes due 2027.
Quarterly Report
- The company's revenue, gross profit, and adjusted EBITDA all decreased compared to the same period last year, indicating worse than expected results.
SEC Form 4 Filing
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Financing Announcement
- Groupon is raising $20 million in gross cash proceeds through the issuance of new 2027 convertible secured notes.
- The company is also exchanging $176.26 million of existing 2026 notes for new 2027 notes, which is a form of capital restructuring.
Quarterly Report
- The company reported a smaller net loss compared to the same quarter last year.
- The company achieved positive operating and free cash flow.
- North America local revenue grew by 7% year-over-year.
Quarterly Report
- The company's revenue decreased slightly year-over-year, indicating a worse performance than expected in terms of top-line growth.
Quarterly Report
- The company's results were better than expected as they exceeded the high end of guidance.
- The company achieved its first consolidated revenue growth since 2016.
- Adjusted EBITDA turned positive, a significant improvement from the previous year.
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The rights offering was fully backstopped by Pale Fire Capital SICAV a.s.
Quarterly Report
- While the net loss improved, the company still reported a loss and gross billings decreased, indicating worse than expected performance.
Executive Appointment and Compensation Announcement
- The company is seeking stockholder approval to increase the number of shares available under the 2011 Incentive Plan by 7,000,000 shares.
- This increase is necessary to cover the PSU awards granted to the CEO and CFO, as well as future awards to other employees.
Proxy Statement
- The Pale Fire Parties amended and restated the Standstill Agreement to (a) modify the termination date from the earlier to occur of forty-five days following the date on which Mr.
- Senkypl shall cease to serve for any reason as Interim Chief Executive Officer or Chief Executive Officer of the Company to December 31, 2024; and (b) exclude any and all shares of common stock purchased by the Pale Fire Parties in connection with (i) their exercise of basic subscription rights prior to the expiration of the Rights Offering, (ii) fully purchasing any and all unsubscribed shares in the Rights Offering following its expiration, and (iii) the exercise of their over-subscription privileges, if applicable, from the Pale Fire Parties existing 25% beneficial ownership limitation.
Quarterly Report
- In January 2024, Groupon closed a fully backstopped Rights Offering that was oversubscribed and raised $80.0 million.
Quarterly Report
- The company's Q4 results were better than expected, with positive net income and adjusted EBITDA, which is a significant improvement from previous quarters.
- The company also resolved its going concern issue, which was a major concern in previous periods.
Annual Results
- The document outlines numerous risks and challenges, suggesting that the company's future performance may be worse than expected.
Debt Repayment Announcement
- Groupon conducted an $80 million fully backstopped rights offering.
- The rights offering was made available to all holders of record of the company's common stock.
- The proceeds from the rights offering were used to repay debt and for general corporate purposes.
Capital Raise Announcement
- Groupon completed an $80 million rights offering.
- The offering was fully backstopped and significantly oversubscribed.
- The company issued 7,079,646 shares at $11.30 per share.
Business Update
- The company expects Q4 2023 results to be at or above the high end of guidance, indicating better than expected performance.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.