Form 4: Groupon Chief Accounting Officer Granted 60,000 Performance Share Units
Summary
- Kyle Netzly, Chief Accounting Officer of Groupon, Inc. (GRPN), was granted 60,000 Performance Share Units (PSUs) on May 27, 2025.
- Each PSU represents a contingent right to receive one share of Groupon Common Stock.
- The vesting of these PSUs is contingent upon the achievement of pre-established stock price hurdles over a three-year performance period, commencing May 1, 2025, and concluding May 1, 2028.
- Vesting also requires the achievement of continued service conditions, measured on May 1, 2026, May 1, 2027, and May 1, 2028.
- The performance shares will vest immediately upon certification of both conditions by the Compensation Committee of Groupon.
- This Form 4 filing was submitted late due to an inadvertent administrative oversight.
Sentiment
Score: 7
Explanation: The grant of performance-based equity to a key executive is a positive step for aligning interests, despite a minor administrative oversight in filing timeliness.
Positives
- The grant of performance share units aligns the Chief Accounting Officer's incentives directly with the company's stock price performance, potentially benefiting shareholders.
- The compensation structure is performance-based, requiring the achievement of specific stock price hurdles and continued service, which encourages long-term commitment and value creation.
Negatives
- The Form 4 filing was submitted late due to an inadvertent administrative oversight, indicating a minor procedural lapse.
Risks
- The actual number of shares acquired by the executive is contingent on the achievement of pre-established stock price hurdles, meaning the full grant may not vest if performance targets are not met.
- Continued service conditions must be met on specific dates (May 1, 2026, May 1, 2027, and May 1, 2028) for the PSUs to vest, posing a risk if the executive's employment ceases before these dates.
Future Outlook
The future outlook for the granted performance share units is directly tied to Groupon's stock price performance over the next three years and the Chief Accounting Officer's continued employment, with vesting contingent on achieving pre-established stock price hurdles and service conditions by May 2028.
Management Comments
- "This Form 4 is being filed late due to an inadvertent administrative oversight."
Industry Context
The grant of performance share units to a key executive is a standard practice in corporate compensation, particularly within the technology and e-commerce sectors. This approach is designed to align the interests of management with those of shareholders by tying executive compensation to the company's long-term stock performance.
Comparison to Industry Standards
- The grant of performance share units with performance-based vesting conditions is a common and widely accepted practice in executive compensation across various industries, including technology and e-commerce, aiming to align executive incentives with long-term shareholder value creation.
- While specific hurdles vary, the structure is consistent with compensation strategies observed at companies like Amazon (AMZN) or eBay (EBAY) which frequently utilize equity awards tied to performance metrics.
Stakeholder Impact
- Shareholders: Potential for increased shareholder value if performance hurdles are met, as executive incentives are aligned with stock price appreciation.
- Executive (Kyle Netzly): Potential for significant equity compensation if performance and service conditions are satisfied.
Next Steps
- The Compensation Committee of Groupon will certify the achievement of stock price hurdles and continued service conditions for the vesting of the performance share units on or after May 1, 2028.
Key Dates
- 05/01/2025: Start of the three-year performance period for the performance share units.
- 05/27/2025: Date of transaction, when the 60,000 Performance Share Units were granted to Kyle Netzly.
- 06/03/2025: Date the Form 4 filing was signed.
- 05/01/2026: First measurement date for continued service conditions for PSU vesting.
- 05/01/2027: Second measurement date for continued service conditions for PSU vesting.
- 05/01/2028: End of the three-year performance period and third measurement date for continued service conditions for PSU vesting.
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
- While the net loss improved, the company still reported a loss and gross billings decreased, indicating worse than expected performance.
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.
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.
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