[Form 4] Groupon, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Groupon, Inc. director Robert J. Bass reported equity awards and an option-like conversion that increased his direct stake in the company. On June 11, 2026, he received 13,140 shares of common stock as a grant or award at no cash cost, bringing his direct holdings to 120,990 shares.

On the same date, he also exercised 6,174 restricted stock units into an equal number of common shares, again at a zero exercise price. These RSUs had been granted on June 11, 2025 under Groupon’s Non-Employee Directors' Compensation Plan and fully vested on June 11, 2026.

A new RSU grant was made on June 11, 2026 under the same plan, with 100% of these units scheduled to vest on June 11, 2027. Each RSU represents a contingent right to receive one share of Groupon common stock, linking Bass’s future compensation directly to the company’s share performance.

Insider Trade Summary

6,174 shares exercised/converted

Mixed 3 txns

Insider Bass Robert J

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,174	$0.00	--
Exercise	Common Stock	6,174	$0.00	--
Grant/Award	Common Stock	13,140	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 107,850 shares (Direct, null)

Footnotes (1)

1. Restricted stock units ("RSUs") granted on June 11, 2026, under the Groupon, Inc. (the "Issuer") Non-Employee Directors' Compensation Plan (the "Plan"). 100% of these RSUs will vest on June 11, 2027. Each RSU represents a contingent right to receive one share of Issuer Common Stock. The RSUs granted on June 11, 2025, under the Plan fully vested on June 11, 2026.

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Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Bass Robert J

(Last) (First) (Middle)

C/O GROUPON, INC.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/11/2026		M		6,174	A	$0	107,850	D
Common Stock	06/11/2026		A(1)		13,140	A	$0	120,990	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
Restricted Stock Units	(2)	06/11/2026		M			6,174	(3)	(3)	Common Stock	6,174	$0	0	D

Explanation of Responses:

1. Restricted stock units ("RSUs") granted on June 11, 2026, under the Groupon, Inc. (the "Issuer") Non-Employee Directors' Compensation Plan (the "Plan"). 100% of these RSUs will vest on June 11, 2027.

2. Each RSU represents a contingent right to receive one share of Issuer Common Stock.

3. The RSUs granted on June 11, 2025, under the Plan fully vested on June 11, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gina M. Chereck as attorney-in-fact for Robert J. Bass	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)