Groupon CAO Form 4: RSU vesting and post-transaction holdings update

Rhea-AI Filing Summary

Groupon, Inc. (GRPN) reported an insider equity transaction by its Chief Accounting Officer, who filed a Form 4 for activity on November 20, 2025. On that date, 5,828 restricted stock units (RSUs) vested and converted into common stock at an exercise price of $0.

To satisfy mandatory tax withholding on the RSU vesting, the issuer withheld 1,708 shares of common stock; this was explicitly stated as not an open market sale. Following these transactions, the officer directly held 28,611 shares of common stock and 2,915 RSUs beneficially owned.

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

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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^*

Netzly Kyle

(Last) (First) (Middle)

35 W. WACKER, FLOOR 25

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/20/2025		M		5,828	A	$15.6	30,319	D
Common Stock	11/20/2025		F		1,708(1)	D	$15.6	28,611	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)	11/20/2025		M			5,828	11/20/2025	(3)	Common Stock	5,828	$0	2,915	D

Explanation of Responses:

1. Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

2. Each restricted stock unit represents a contingent right to receive one share of Common Stock

3. 5,828 restricted stock units on this line vested November 20, 2025, subject, to Ms. Netzly's continued employment through the vesting date.

Remarks:

	/s/ Kevin McCormick, by Power of Attorney	11/24/2025
	** 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.

FAQ

What did Groupon (GRPN) disclose in this Form 4 filing?

The filing reports that Groupon's Chief Accounting Officer had 5,828 RSUs vest on November 20, 2025, converting into shares of common stock and changing her beneficial ownership.

How many Groupon (GRPN) RSUs vested and when?

A total of 5,828 restricted stock units vested on November 20, 2025, each RSU representing a contingent right to receive one share of Groupon common stock.

Were any Groupon (GRPN) shares sold on the open market in this Form 4?

No open market sale occurred. The filing states that 1,708 shares were withheld by the issuer solely to satisfy mandatory tax withholding on the RSU vesting.

How many Groupon (GRPN) shares does the reporting officer own after the transaction?

After the reported transactions, the officer directly beneficially owned 28,611 shares of Groupon common stock.

How many Groupon (GRPN) RSUs remain after this vesting event?

Following the vesting of 5,828 RSUs, the officer held 2,915 restricted stock units beneficially owned.

What is the reporting person’s role at Groupon (GRPN)?

The reporting person is an officer of Groupon, serving as the company’s Chief Accounting Officer.