[Form 4/A] Groupon, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

On 05/12/2025 Groupon, Inc. (GRPN) Chief Financial Officer Jiri Ponrt vested 40,968 performance share units after the board’s compensation committee confirmed that a one-year stock-price hurdle had been met. The PSUs converted into an equal number of common shares at a $0 exercise price (Transaction Code “M”).

To satisfy statutory withholding, 15,461 shares were automatically retained by the company at $26.04 each (Code “F”), constituting a non-market disposition rather than a sale. After these transactions Mr. Ponrt directly owns 141,907 Groupon shares; derivative holdings decline by the same amount. This Form 4/A merely adds the tax-withholding entry that was omitted from the original 06/23/2025 filing—no economic terms have changed.

Positive

• Performance metric achieved: PSU vesting confirms Groupon met a specified share-price hurdle, indicating some operational or market progress.
• Management alignment: CFO’s continued ownership of 141,907 shares keeps executive incentives tied to shareholder returns.

Negative

• Share dilution: Conversion of 40,968 PSUs modestly increases shares outstanding, though impact is immaterial.
• Reduced insider float: 15,461 shares were withheld for taxes, slightly lowering the CFO’s net new holdings.

Insights

Securities Analyst

TL;DR: Routine insider vesting; no open-market sale; neutral impact.

The filing shows the CFO’s 2024 PSU grant paid out after Groupon hit a predefined share-price threshold, signalling that at least one internal performance metric was met. While the 40,968-share award aligns management compensation with shareholder value, the simultaneous withholding of 15,461 shares for taxes reduces the headline ownership increase. Net ownership now stands at 141,907 shares, keeping the CFO materially invested. Because the disposition was for tax purposes, not a voluntary sale, the transaction is best viewed as neutral to sentiment and liquidity. Importantly, the Form 4/A is corrective, so no new cash proceeds or market transactions arise. Overall, the disclosure is routine and not materially impactful to GRPN’s valuation.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ponrt Jiri

(Last) (First) (Middle)

35 W. WACKER

FLOOR 25

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2025

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2025		M(1)		40,968	A	$0	157,368	D
Common Stock	05/12/2025		F(2)		15,461	D	$26.04	141,907	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(3)	05/12/2025		M			40,968	05/12/2025	(1)	Common Stock	40,968	$0	481,763	D
Performance Share Units	(3)	05/12/2025		M			2,157	05/12/2025	(4)	Common Stock	2,157	$0	479,606	D

Explanation of Responses:

1. On May 12, 2025, the compensation committee of the board of directors of the Issuer determined that the performance criteria had been met, resulting in the vesting of these shares. The performance share units reported on this line were credited due to a performance metric related to the achievement of a preestablished stock price hurdle for the one-year performance period ending May 2, 2025.

2. Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

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

4. Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.

Remarks:

This Form 4/A is being filed to amend the original Form 4 filed on June 23, 2025, in Table I, to include the shares withheld by the issuer to satisfy the mandatory tax withholding requirement.

	/s/ Dylan Blommaert, by Power of Attorney	07/30/2025
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Groupon (GRPN) shares did the CFO acquire?

He received 40,968 common shares through PSU vesting at a $0 exercise price.

Did the CFO sell any GRPN shares on the open market?

No. The 15,461 shares shown as disposed were withheld by the company solely for tax obligations.

What is the CFO’s current GRPN ownership after the filing?

Following the transactions, he directly owns 141,907 shares.

Why was this filing labeled Form 4/A?

It amends the 06/23/2025 Form 4 to include the previously omitted tax-withholding entry.

Does the PSU vesting affect Groupon’s share count?

Yes, the issuance of 40,968 new shares marginally increases total shares outstanding.