Amit Shah (GRPN) receives prorated Groupon RSU award for board service

Q: What insider equity award did GRPN director Amit Shah report?

Amit Shah reported receiving 3,348 restricted stock units representing Groupon common stock as a board compensation grant on July 28, 2026. The grant was made under the Groupon, Inc. 2011 Incentive Plan and relates specifically to his service as a director.

Q: How many RSUs did Amit Shah receive from Groupon (GRPN) and when were they granted?

Amit Shah received 3,348 RSUs from Groupon, granted on July 28, 2026 . These restricted stock units were issued as part of his director compensation and are tied to his initial period of service on the company’s board.

Q: What service period does Amit Shah’s July 28, 2026 Groupon (GRPN) RSU grant cover?

The RSU award covers Amit Shah’s board service from March 10, 2026 , when he joined the board, through his June 11, 2026 annual RSU grant. The number of units was determined by prorating his annual RSU grant for this specific period.

Q: When will Amit Shah’s 3,348 Groupon (GRPN) RSUs vest?

All 3,348 RSUs granted to Amit Shah will vest 100% on June 11, 2027 . Until that vesting date, the units remain unvested equity compensation earned for his prior period of service on Groupon’s board of directors.

Q: Was Amit Shah’s July 28, 2026 Groupon (GRPN) RSU award under a Rule 10b5-1 plan?

No. The disclosure indicates the Rule 10b5-1 trading plan checkbox was not selected for this transaction. This characterizes the RSU grant as standard board compensation rather than a transaction executed under a pre-arranged trading plan.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Shah Amit reported acquisition or exercise transactions in this Form 4 filing.

Groupon, Inc. director Amit Shah reported a grant of 3,348 restricted stock units representing common stock on July 28, 2026, as board compensation under the Groupon, Inc. 2011 Incentive Plan.

The award covers service from his March 10, 2026 board appointment through his June 11, 2026 annual RSU grant and will vest 100% on June 11, 2027. After this award, his reported direct holdings totaled 16,488 shares.

Insider Trade Summary

Net Buyer: 3,348 shares

Net Buy 1 txn

Insider Shah Amit

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	3,348	$0.00	$0.00

Holdings After Transaction: Common Stock — 16,488 shares (Direct)

Footnotes (1)

F1. Restricted stock units ("RSUs") granted on July 28, 2026, under the Groupon, Inc. 2011 Incentive Plan, as amended, covering the period between Mr. Shah's March 10, 2026 Board appointment and his June 11, 2026 annual RSU grant. The number of RSUs was determined by prorating Mr. Shah's annual RSU grant for such period of service. 100% of these RSUs will vest on June 11, 2027.

Key Figures

RSUs granted: 3,348 units Vesting date: June 11, 2027 Holdings after transaction: 16,488 shares +2 more

5 metrics

RSUs granted 3,348 units Restricted stock units granted on July 28, 2026

Vesting date June 11, 2027 100% of the RSUs vest on this date

Holdings after transaction 16,488 shares Reported direct common stock holdings following the award

Board appointment date March 10, 2026 Start of service period covered by prorated RSU grant

Annual RSU grant date June 11, 2026 End of service period covered by prorated RSU grant

Key Terms

Restricted stock units, 2011 Incentive Plan, prorating, annual RSU grant

4 terms

Restricted stock units financial

"Restricted stock units (RSUs) granted on July 28, 2026"

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.

2011 Incentive Plan financial

"under the Groupon, Inc. 2011 Incentive Plan, as amended"

prorating financial

"The number of RSUs was determined by prorating Mr. Shah's annual RSU grant"

annual RSU grant financial

"between Mr. Shah's March 10, 2026 Board appointment and his June 11, 2026 annual RSU grant"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/30/2026 - 05:48 PM Accepted by SEC EDGAR 07/30/2026 - 05:47 PM

FAQ

What insider equity award did GRPN director Amit Shah report?

Amit Shah reported receiving 3,348 restricted stock units representing Groupon common stock as a board compensation grant on July 28, 2026. The grant was made under the Groupon, Inc. 2011 Incentive Plan and relates specifically to his service as a director.

How many RSUs did Amit Shah receive from Groupon (GRPN) and when were they granted?

Amit Shah received 3,348 RSUs from Groupon, granted on July 28, 2026. These restricted stock units were issued as part of his director compensation and are tied to his initial period of service on the company’s board.

What service period does Amit Shah’s July 28, 2026 Groupon (GRPN) RSU grant cover?

The RSU award covers Amit Shah’s board service from March 10, 2026, when he joined the board, through his June 11, 2026 annual RSU grant. The number of units was determined by prorating his annual RSU grant for this specific period.

When will Amit Shah’s 3,348 Groupon (GRPN) RSUs vest?

All 3,348 RSUs granted to Amit Shah will vest 100% on June 11, 2027. Until that vesting date, the units remain unvested equity compensation earned for his prior period of service on Groupon’s board of directors.

How many Groupon (GRPN) shares does Amit Shah hold after this equity award?

Following this RSU grant, Amit Shah’s reported direct holdings increased to 16,488 shares of Groupon common stock. This total reflects his position after the July 28, 2026 award as disclosed in the insider transaction report.

Was Amit Shah’s July 28, 2026 Groupon (GRPN) RSU award under a Rule 10b5-1 plan?

No. The disclosure indicates the Rule 10b5-1 trading plan checkbox was not selected for this transaction. This characterizes the RSU grant as standard board compensation rather than a transaction executed under a pre-arranged trading plan.

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^*

Shah Amit

(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)
07/28/2026

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	07/28/2026		A⁽¹⁾		3,348	A	$0	16,488	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)

Explanation of Responses:

1. Restricted stock units ("RSUs") granted on July 28, 2026, under the Groupon, Inc. 2011 Incentive Plan, as amended, covering the period between Mr. Shah's March 10, 2026 Board appointment and his June 11, 2026 annual RSU grant. The number of RSUs was determined by prorating Mr. Shah's annual RSU grant for such period of service. 100% of these RSUs will vest on June 11, 2027.

Remarks:

	/s/ Gina M. Chereck as attorney-in-fact for Amit Shah	07/30/2026
	** 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