What do the RSU-related footnotes in the Groupon (GRPN) Form 4 explain?

The footnotes clarify that each RSU represents a contingent right to one Groupon common share. They note the 2025 RSUs fully vested on June 11, 2026 and that the 2026 RSUs vest on June 11, 2027, then convert into Deferred Stock Units until board service ends.

Leonsis adds Groupon (NASDAQ: GRPN) RSUs and common shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Groupon director Theodore Leonsis reported compensation-related equity activity with no open-market trades. On June 11, 2026, he exercised 6,685 restricted stock units (RSUs) into an equal number of Groupon common shares as previously granted RSUs fully vested under the Non-Employee Directors' Compensation Plan.

He also received a new grant of 15,116 RSUs on June 11, 2026. These RSUs will vest 100% on June 11, 2027 and, per his election, will settle as Deferred Stock Units, each linked to one share of common stock, upon his separation from Groupon’s board. Following the exercise, he directly holds 225,285 shares of common stock plus 15,116 unvested RSUs.

Insider Trade Summary

6,685 shares exercised/converted

Mixed 3 txns

Insider Leonsis Theodore

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,685	$0.00	--
Grant/Award	Restricted Stock Units	15,116	$0.00	--
Exercise	Common Stock	6,685	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 225,285 shares (Direct, null)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock. The RSUs granted on June 11, 2025, under the Issuer's Non-Employee Directors' Compensation Plan (the "Plan") fully vested on June 11, 2026. RSUs granted on June 11, 2026, under the Plan. 100% of these RSUs will vest on June 11, 2027. Pursuant to Mr. Leonsis's election, upon vesting on June 11, 2027, these RSUs will settle as Deferred Stock Units, each representing a contingent right to receive one share of Issuer Common Stock upon Mr. Leonsis's separation from the Issuer's Board of Directors.

Key Figures

RSUs exercised into common stock: 6,685 shares New RSU grant: 15,116 units Common shares held after transactions: 225,285 shares +2 more

5 metrics

RSUs exercised into common stock 6,685 shares Exercise of restricted stock units on June 11, 2026

New RSU grant 15,116 units Restricted stock units granted June 11, 2026

Common shares held after transactions 225,285 shares Direct ownership following June 11, 2026 exercise

Outstanding RSUs after grant 15,116 units Unvested RSUs scheduled to vest June 11, 2027

Derivative exercises in this filing 1 transaction, 6,685 units Exercise-or-conversion events summarized in transactionSummary

Key Terms

Restricted Stock Units, Non-Employee Directors' Compensation Plan, Deferred Stock Units, derivative exercise/conversion

4 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. 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.

Non-Employee Directors' Compensation Plan financial

"The RSUs granted on June 11, 2025, under the Issuer's Non-Employee Directors' Compensation Plan (the "Plan") fully vested on June 11, 2026."

Deferred Stock Units financial

"These RSUs will settle as Deferred Stock Units, each representing a contingent right to receive one share of Issuer Common Stock upon separation from the Board."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

derivative exercise/conversion financial

"Transaction code "M" is described as Exercise or conversion of derivative security."

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Form 4 Insider Transactions: What Each Field Means →

06/15/2026 - 06:50 PM

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^*

Leonsis Theodore

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/11/2026		M		6,685	A	$0	225,285	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/11/2026		M			6,685	⁽²⁾	⁽²⁾	Common Stock	6,685	$0	0	D
Restricted Stock Units	⁽¹⁾	06/11/2026		A		15,116		⁽³⁾	⁽³⁾	Common Stock	15,116	$0	15,116	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

2. The RSUs granted on June 11, 2025, under the Issuer's Non-Employee Directors' Compensation Plan (the "Plan") fully vested on June 11, 2026.

3. RSUs granted on June 11, 2026, under the Plan. 100% of these RSUs will vest on June 11, 2027. Pursuant to Mr. Leonsis's election, upon vesting on June 11, 2027, these RSUs will settle as Deferred Stock Units, each representing a contingent right to receive one share of Issuer Common Stock upon Mr. Leonsis's separation from the Issuer's Board of Directors.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gina M. Chereck as attorney-in-fact for Theodore Leonsis	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Theodore Leonsis report for Groupon (GRPN)?

Theodore Leonsis reported equity compensation activity only. He exercised 6,685 restricted stock units into Groupon common stock and received a new grant of 15,116 RSUs, all recorded at a price of $0.00 per unit as non-cash awards.

How many Groupon shares does Theodore Leonsis own after this Form 4?

After these transactions, Theodore Leonsis directly holds 225,285 shares of Groupon common stock. He also has 15,116 outstanding restricted stock units, each representing a contingent right to receive one additional share of Groupon common stock in the future, subject to vesting.

Were there any open-market purchases or sales in the latest Groupon (GRPN) Form 4?

No open-market purchases or sales were reported. The filing shows only a derivative exercise of 6,685 RSUs into common stock and a grant of 15,116 new RSUs, all with a reported transaction price per unit of $0.00 as stock-based compensation.

When will Theodore Leonsis’s new 15,116 Groupon RSUs vest and settle?

The 15,116 restricted stock units granted to Theodore Leonsis on June 11, 2026 will vest in full on June 11, 2027. Upon vesting, they will settle as Deferred Stock Units, delivering one share of Groupon common stock per unit after he leaves the board.

How many RSUs did Theodore Leonsis exercise and how many remain outstanding?

He exercised 6,685 restricted stock units into common shares, reducing that RSU lot to zero. Separately, he received a new grant of 15,116 RSUs, which remain outstanding and unvested, each tied to one future share of Groupon common stock at vesting and settlement.