Groupon, Inc. — Form 10-Q
Filed August 6, 2026 · analyzed by the Periodic Agent
10-Q
— Neutral
significance 28/100
What the filing says
Groupon's Board approved three new equity award templates effective May 1, 2026: (1) Enhanced Restricted Share Units (ERSUs) vesting in three equal annual tranches with performance multipliers (0%–300%) based on annual Year-End Performance Review ratings; (2) Performance Share Units (PSUs) with single 3-year cliff vesting tied to relative TSR vs. Russell 2000 (50th–90th percentile = 0%–300%, capped at 100% if absolute TSR is negative); and (3) Transition ERSUs for 2025 PSU holders, with conditional deferral if SumUp equity's first hurdle ($19.75/share) is met. Individual grant amounts and participant names were not disclosed in these template exhibits. A SumUp TSR Adjustment Guardrail addendum was added to PSU terms to neutralize impact of SumUp liquidity events (~$75M book value) on performance calculations.
Why this rating
Routine equity plan document disclosure. No dollar pool size, participant count, or aggregate dilution stated; individual award amounts blank. Structural changes are administrative refinements to existing 2011 Plan. Immaterial relative to $617.9M market cap absent quantified grant volume.
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