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  4. [Form 4] Groupon, Inc. Insider Trading Activity

Groupon (GRPN) COO exercises PSUs and receives new PSU and RSU grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Groupon, Inc. Chief Operating Officer Jiri Ponrt reported multiple equity compensation transactions involving company stock. He exercised 129,375 Performance Share Units into Common Stock and, in a related move, 57,315 shares were withheld to cover mandatory tax obligations, which was not an open market sale. Following these transactions, he held 321,531 shares of Common Stock directly.

Ponrt also received new awards of 17,419 Performance Share Units and 17,419 Restricted Stock Units, each representing a right to receive one share of Common Stock. The PSUs vest only if stock price or relative total shareholder return and service conditions are met over multi‑year periods, while the RSUs vest in three equal annual tranches subject to continued service and a performance modifier.

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Insider Ponrt Jiri
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Performance Share Units 129,375 $0.00 --
Grant/Award Restricted Stock Units 17,419 $0.00 --
Grant/Award Performance Share Units 17,419 $0.00 --
Exercise Common Stock 129,375 $0.00 --
Tax Withholding Common Stock 57,315 $14.89 $853K
Holdings After Transaction: Performance Share Units — 263,981 shares (Direct, null); Restricted Stock Units — 17,419 shares (Direct, null); Common Stock — 321,531 shares (Direct, null)
Footnotes (1)
  1. Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units ("PSUs"). This is not an open market sale of securities. Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock. The number of shares of Common Stock that will be acquired upon the vesting of the PSUs 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 PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock. The RSUs will vest in three equal tranches (one third on each of May 1, 2027, May 1, 2028, and May 1, 2029), subject to continued service and a year-end performance review modifier of 0% to 300% per tranche. The number of shares of Common Stock that will be acquired upon the vesting of the PSUs is contingent upon the Company's relative TSR vs. Russell 2000 Index over a three-year performance period (May 1, 2026 to May 1, 2029). The PSUs will cliff vest on May 1, 2029, ranging from 0% (at or below 50th percentile) to 300% (at or above 90th percentile). In the event of negative TSR, payout is capped at 100%.
PSUs exercised into Common Stock 129,375 shares Exercise of Performance Share Units on May 1, 2026
Shares withheld for taxes 57,315 shares Mandatory tax withholding on PSU vesting
Common Stock held after transactions 321,531 shares Direct ownership following reported Form 4 activity
New Performance Share Units granted 17,419 PSUs Equity award representing rights to Common Stock
New Restricted Stock Units granted 17,419 RSUs Equity award vesting over three annual tranches
TSR performance period (first PSU award) May 1, 2024 to May 1, 2027 Stock price hurdles and service conditions for PSU vesting
Relative TSR performance period (second PSU award) May 1, 2026 to May 1, 2029 Cliff vesting based on relative TSR vs. Russell 2000
Performance Share Units financial
"Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units ("PSUs")."
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
total shareholder return (TSR) financial
"contingent upon the Company's relative TSR vs. Russell 2000 Index over a three-year performance period"
Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.
tax withholding financial
"Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
cliff vest financial
"The PSUs will cliff vest on May 1, 2029, ranging from 0% to 300%."
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ponrt Jiri
(Last)(First)(Middle)
35 W. WACKER
FLOOR 25
(Street)
CHICAGO ILLINOIS 60601
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026M129,375A$0321,531D
Common Stock05/01/2026F57,315(1)D$14.89264,216D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units(2)05/01/2026M129,375 (3) (3)Common Stock129,375$0263,981D
Restricted Stock Units(4)05/01/2026A17,419 (5) (5)Common Stock17,419$017,419D
Performance Share Units(2)05/01/2026A17,419 (6) (6)Common Stock17,419$017,419D
Explanation of Responses:
1. Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units ("PSUs"). This is not an open market sale of securities.
2. Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.
3. The number of shares of Common Stock that will be acquired upon the vesting of the PSUs 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 PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors.
4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock.
5. The RSUs will vest in three equal tranches (one third on each of May 1, 2027, May 1, 2028, and May 1, 2029), subject to continued service and a year-end performance review modifier of 0% to 300% per tranche.
6. The number of shares of Common Stock that will be acquired upon the vesting of the PSUs is contingent upon the Company's relative TSR vs. Russell 2000 Index over a three-year performance period (May 1, 2026 to May 1, 2029). The PSUs will cliff vest on May 1, 2029, ranging from 0% (at or below 50th percentile) to 300% (at or above 90th percentile). In the event of negative TSR, payout is capped at 100%.
Remarks:
/s/ Gina M. Chereck as attorney-in-fact for Jiri Ponrt05/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Groupon (GRPN) COO Jiri Ponrt report?

Jiri Ponrt reported exercising 129,375 Performance Share Units into Common Stock and having 57,315 shares withheld for taxes. He also received new grants of 17,419 Performance Share Units and 17,419 Restricted Stock Units as part of his equity compensation package.

Did the Groupon (GRPN) COO sell shares in the open market in this Form 4?

No, the filing states that 57,315 Common Stock shares were withheld to satisfy mandatory tax withholding on vesting PSUs. This is characterized as a tax-withholding disposition and explicitly noted as not being an open market sale of securities.

How many Groupon (GRPN) shares does the COO hold after these transactions?

After these transactions, Jiri Ponrt directly holds 321,531 shares of Groupon Common Stock. This reflects his position following the exercise of 129,375 Performance Share Units and associated tax withholding, as reported in the Form 4 data.

What new Performance Share Units did Groupon (GRPN) grant to its COO?

Groupon granted Jiri Ponrt 17,419 Performance Share Units, each linked to one share of Common Stock. Vesting depends on stock price hurdles and continued service over a three-year performance period, with certification by the Compensation Committee required before settlement.

What are the terms of the new Restricted Stock Units granted by Groupon (GRPN)?

Jiri Ponrt received 17,419 Restricted Stock Units, each representing one share of Common Stock. These RSUs vest in three equal tranches on May 1 of 2027, 2028, and 2029, subject to continued service and a year-end performance review modifier between 0% and 300% per tranche.

How are Groupon (GRPN) Performance Share Units tied to relative TSR performance?

One PSU award’s payout depends on Groupon’s relative total shareholder return versus the Russell 2000 Index from May 1, 2026 to May 1, 2029. Vesting on May 1, 2029 can range from 0% to 300%, with payouts capped at 100% if total shareholder return is negative.