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Groupon, Inc. (GRPN) awards COO 77,500 RSUs and 77,500 PSUs

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

Rhea-AI Filing Summary

Rajkumar Aditya Vikram reported acquisition or exercise transactions in this Form 4 filing.

Groupon, Inc. Chief Operating Officer Aditya Vikram Rajkumar received equity awards of 77,500 Restricted Stock Units (RSUs) and 77,500 Performance Share Units (PSUs), each representing a contingent right to one share of common stock.

The 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 of 0% to 300% per tranche. The PSUs cliff vest on May 1, 2029 based on the Company’s relative TSR versus the Russell 2000 Index over May 1, 2026 to May 1, 2029, with potential payouts from 0% to 300% of the granted PSUs, capped at 100% if TSR is negative; the Compensation Committee may adjust TSR calculations to neutralize the impact of liquidity events or revaluations involving the Company’s equity interest in SumUp Holdings, S.a.r.l. Following these grants, the filing reports 77,500 RSUs and 77,500 PSUs held directly.

Positive

  • None.

Negative

  • None.
Insider Rajkumar Aditya Vikram
Role Chief Operating Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 77,500 $0.00 $0.00
Grant/Award Performance Share Units F3, F4 77,500 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 77,500 shares (Direct); Performance Share Units — 77,500 shares (Direct)
Footnotes (4)
  1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. (the "Company" or "Issuer") common stock.
  2. F2. 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.
  3. F3. Each performance share unit ("PSU") represents a contingent right to receive one share of Issuer common stock.
  4. F4. 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%. The Compensation Committee will adjust the TSR calculation to neutralize the impact of any liquidity event (including a sale, transfer, or public offering) or revaluation of the Company's equity interest in SumUp Holdings, S.a.r.l. during the performance period.
RSU grant 77,500 units Restricted Stock Units granted to the COO on August 3, 2026
PSU grant 77,500 units Performance Share Units granted to the COO on August 3, 2026
RSU vesting dates May 1, 2027; May 1, 2028; May 1, 2029 Each date covers one-third of the RSU grant, subject to service and performance review
RSU performance modifier 0% to 300% per tranche Year-end performance review can adjust RSU vesting within this range
PSU performance period May 1, 2026 to May 1, 2029 Relative TSR vs. Russell 2000 Index measured over this three-year period
PSU payout range 0% to 300% of granted PSUs Based on relative TSR; payout capped at 100% if TSR is negative
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
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.
Performance Share Units financial
"Each performance share unit ("PSU") represents a contingent right to receive one share"
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.
relative TSR vs. Russell 2000 Index financial
"contingent upon the Company's relative TSR vs. Russell 2000 Index over a three-year"
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What equity awards did Groupon (GRPN) grant its COO on August 3, 2026?
Groupon granted COO Aditya Vikram Rajkumar 77,500 RSUs and 77,500 PSUs, each convertible into one share of common stock. These awards form part of his equity compensation package and are subject to service and performance-based vesting conditions.

How do the new RSUs for Groupon (GRPN) COO vest?
The RSUs vest in three equal tranches of one-third each on May 1, 2027, May 1, 2028, and May 1, 2029. Vesting requires continued service and is adjusted by a year-end performance modifier ranging from 0% to 300% per tranche.

What performance conditions apply to Groupon (GRPN) COO’s PSUs?
The PSUs vest based on the Company’s relative TSR vs. the Russell 2000 Index over May 1, 2026 to May 1, 2029. Payout can range from 0% to 300% of granted PSUs, but is capped at 100% if total shareholder return is negative.

When do the Performance Share Units for Groupon (GRPN) COO vest?
The PSUs will cliff vest on May 1, 2029, meaning all earned units vest at once on that date. The actual number of shares delivered depends on relative TSR performance over the three-year measurement period.

Are Groupon (GRPN) COO’s equity awards reported under a Rule 10b5-1 trading plan?
The Form 4’s Rule 10b5-1 checkbox is unchecked, indicating these reported grants are not affirmed as made pursuant to a Rule 10b5-1 trading plan. They are structured equity compensation awards with specified vesting conditions.
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*
Rajkumar Aditya Vikram
(Last)(First)(Middle)
35 W. WACKER DR.
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)
08/03/2026		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
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
Restricted Stock Units(1)08/03/2026A77,500 (2) (2)Common Stock77,500$077,500D
Performance Share Units(3)08/03/2026A77,500 (4) (4)Common Stock77,500$077,500D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. (the "Company" or "Issuer") common stock.
2. 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.
3. Each performance share unit ("PSU") represents a contingent right to receive one share of Issuer common stock.
4. 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%. The Compensation Committee will adjust the TSR calculation to neutralize the impact of any liquidity event (including a sale, transfer, or public offering) or revaluation of the Company's equity interest in SumUp Holdings, S.a.r.l. during the performance period.
Remarks:
/s/ Gina M. Chereck as attorney-in-fact for Aditya Vikram Rajkumar08/05/2026
** 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