[Form 4] Groupon, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filed for Groupon, Inc. (GRPN) reports insider activity by reporting person Ponrt Jiri, identified as the company's Chief Financial Officer. On 08/11/2025 the filing shows share activity tied to equity awards: a block of 40,968 performance share units (PSUs) and additional PSU movements are recorded, and 18,149 shares were withheld to satisfy mandatory tax withholding upon vesting of restricted stock units rather than sold in the open market.

The PSUs are contingent awards that convert to common stock only if specified performance and service conditions are met. One grant approved on 08/11/2025 is expressly conditioned on remediation of a material weakness over a two-year period ending 05/01/2027. The filing also notes a forfeiture of 2,157 PSUs due to a 5% reduction under a vesting-modifier metric.

Positive

• Shares withheld to satisfy taxes were handled by the issuer rather than an open-market sale, per the filer (this preserves market trading transparency)
• Compensation committee approved PSU grants (including 40,968 PSUs), aligning pay with future performance and service conditions

Negative

• One PSU grant is conditional on remediation of a material weakness over a two-year period, indicating an existing material control issue
• Forfeiture of 2,157 PSUs occurred due to a 5% reduction under a vesting-modifier performance metric

Insights

Corporate Governance Expert

TL;DR: Routine compensation-related insider filing; governance flag raised by a grant tied to remediation of a material weakness.

The Form 4 documents equity-based compensation activity for the CFO rather than open-market trading. The compensation committee approved PSUs on 08/11/2025 that vest only upon certification of both remediation of a material weakness and continued service through specified dates, which is an explicit governance control linking pay to remediation outcomes. The filing also discloses a modest forfeiture of 2,157 PSUs under a vesting-modifier metric and withholding of 18,149 shares to satisfy tax obligations. Impact for investors is procedural and governance-focused rather than immediately financial.

Executive Compensation Analyst

TL;DR: Grant structure favors long-term alignment but is constrained by performance and remediation conditions.

The filing shows performance share units (PSUs) where each PSU represents a contingent right to one share. Several PSU tranches are recorded (including 40,968 PSUs), and vesting depends on stock-price hurdles or remediation of a material weakness plus service tests through May 1, 2026/2027. Withholding of 18,149 shares to satisfy taxes on vested RSUs is disclosed and explicitly noted as not an open-market sale. These elements indicate retention-focused compensation with explicit claw/forfeit features; materiality to valuation is limited absent broader disclosure of total dilution or outstanding shares.

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

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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^*

Ponrt Jiri

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		M		40,968	A	$0	207,044	D
Common Stock	08/11/2025		F(1)		18,149	D	$31.67	188,895	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
Performance Share Units	(2)	08/11/2025		M			40,968	(3)	(3)	Common Stock	40,968	$0	395,513	D
Performance Share Units	(2)	08/11/2025		M			2,157	(4)	(4)	Common Stock	2,157	$0	393,356	D
Performance Share Units	(2)	08/11/2025		A		2,157		(5)	(5)	Common Stock	2,157	$0	6,471	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 performance stock unit represents a contingent right to receive one share of Common Stock.

3. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.

4. Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.

5. This grant was approved by the compensation committee of the board of directors of the Issuer on August, 11 2025. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the remediation of material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.

Remarks:

	/s/ Kevin McCormick, by Power of Attorney	08/13/2025
	** 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.
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FAQ

What did the GRPN Form 4 filed on 08/11/2025 report?

The form reports equity award activity for reporting person Ponrt Jiri, including PSU grants and RSU tax-withholding transactions dated 08/11/2025.

Who is the reporting person on this Form 4 for GRPN?

Ponrt Jiri, identified in the filing as the company's Chief Financial Officer.

How many performance share units (PSUs) were recorded in the filing?

40,968 PSUs are shown in the filing as a recorded grant or movement, plus additional PSU adjustments including a 2,157 PSU forfeiture.

Were any shares sold in the open market according to the filing?

No open-market sale was reported. The filing states 18,149 shares were withheld

Does the filing mention any material internal control issues?

Yes. One PSU grant is explicitly contingent on remediation of a material weakness over a two-year period ending 05/01/2027.