[Form 3] Groupon, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Kashyap Rana, identified as Chief Financial Officer of Groupon, Inc. (GRPN), filed an initial Form 3 reporting his beneficial ownership as of 09/01/2025. He directly owns 148,000 shares of common stock and is custodian for two custodial accounts holding 15,000 and 10,000 shares for his child, for which he disclaims beneficial ownership except to the extent of pecuniary interest. He also holds performance share units convertible into 236,016 and 174,243 common shares, each contingent on specified multi-year stock-price hurdles and continued service conditions over performance periods ending May 1, 2027 and May 1, 2028. The filing notes it was submitted late due to a delay establishing EDGAR filing codes.

Positive

• Full disclosure of direct share ownership (148,000 shares) and custodial holdings (15,000 and 10,000 shares) for transparency
• Detailed description of performance share units including contingency on stock-price hurdles and service-based vesting periods
• Performance awards specify one-for-one conversion to common stock, clarifying potential future share issuance upon vesting

Negative

• Late filing of the Form 3, admitted to be due to delay establishing EDGAR filing codes
• Potential dilution if performance share units (totaling 410,259 shares) fully vest, which could affect outstanding share count

Insights

Corporate Governance Expert

TL;DR: New CFO discloses substantial equity and performance-based awards; late filing raises minor compliance concern.

The filing documents that the company's Chief Financial Officer holds a significant package of direct shares and large performance share units tied to multi-year stock-price hurdles and service requirements. Such equity alignment is common for senior executives and ties compensation to shareholder outcomes. The late filing is explicitly explained as an administrative delay in establishing EDGAR credentials; while material compliance frameworks favor timely Section 16 reporting, a single late initial Form 3 with an explanation is typically treated as a low-severity governance lapse unless repeated.

Financial Analyst

TL;DR: Executive equity holdings and large performance units indicate meaningful upside exposure but no immediate cash-flow impact.

The report quantifies direct ownership of 148,000 shares and contingent rights to 410,259 shares through two performance share awards (236,016 and 174,243) subject to stock-price and service hurdles through 2027 and 2028. These awards, each converting one-for-one to common stock upon vesting, represent potential future dilution if fully earned but currently have no exercise price or cash impact. The custodial holdings for the reporting person's child are disclosed with the customary disclaimer of beneficial ownership except for pecuniary interest. No transactions, option exercises, or sales are reported here.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kashyap Rana

(Last) (First) (Middle)

35 W. WACKER

FLOOR 25

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2025

3. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	148,000	D
Common Stock	15,000	I(1)	By custodial account for child
Common Stock	10,000	I(1)	By custodial account for child

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(2)	(2)	Common Stock	236,016	(3)	D
Performance Share Units	(4)	(4)	Common Stock	174,243	(3)	D

Explanation of Responses:

1. Represents shares held in a custodial account for the benefit of the Reporting Person's child. The Reporting Person is the custodian of such account. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.

3. Each performance stock unit represents a contingent right to receive one share of Common Stock.

4. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2025, and ending on May 1, 2028; and achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.

Remarks:

This Form 3 is being filed late due to an unanticipated delay in establishing the Reporting Person's Edgar filing codes.

	/s/ Kevin McCormick, by Power of Attorney	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Kashyap Rana report on his Form 3 for GRPN?

He reported 148,000 shares directly owned, custodial holdings of 15,000 and 10,000 shares for his child, and performance share units convertible into 236,016 and 174,243 shares.

What are the conditions for the performance share units reported by the GRPN CFO?

Each award vests only if pre-established stock-price hurdles are met over specified three-year performance periods and if continued service conditions are met on annual measurement dates; certification by the compensation committee is required.

Do the reported performance shares have exercise prices?

The Form 3 states each performance stock unit represents a contingent right to one share of common stock; no exercise price is listed and vesting is contingent on performance and service conditions.

Was the Form 3 filed on time?

No. The filing states it was submitted late due to an unanticipated delay in establishing the Reporting Person's EDGAR filing codes.

Does the reporting person claim beneficial ownership of custodial shares for his child?

The reporting person is custodian of the accounts and disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.