Groupon (GRPN) COO’s performance shares vest; stock withheld for taxes

Rhea-AI Filing Summary

Groupon, Inc. Chief Operating Officer Jiri Ponrt exercised performance-based equity awards and settled related taxes in stock. On March 12, 2026, he exercised performance share units (PSUs) into 6,471 shares of common stock, granted in 2025 and contingent on remediation of a previously disclosed material weakness and continuous employment. The Compensation Committee certified both conditions as achieved on March 12, 2026, causing the PSUs to fully vest and convert into shares. To satisfy mandatory tax withholding, 3,210 shares of common stock were withheld at $9.66 per share, which the company notes is not an open market sale. Following these routine compensation and tax-withholding transactions, Ponrt directly owns 192,156 shares of Groupon common stock.

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^*

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		M		2,157	A	$0	191,052	D
Common Stock	03/12/2026		F		1,070(1)	D	$9.66	189,982	D
Common Stock	03/12/2026		M		2,157	A	$0	192,139	D
Common Stock	03/12/2026		F		1,070(1)	D	$9.66	191,069	D
Common Stock	03/12/2026		M		2,157	A	$0	193,226	D
Common Stock	03/12/2026		F		1,070(1)	D	$9.66	192,156	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)	03/12/2026		M			2,157	(3)	(3)	Common Stock	2,157	$0	4,314	D
Performance Share Units	(2)	03/12/2026		M			2,157	(4)	(4)	Common Stock	2,157	$0	2,157	D
Performance Share Units	(2)	03/12/2026		M			2,157	(5)	(5)	Common Stock	2,157	$0	0	D

Explanation of Responses:

1. Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units ("PSUs"). This is not an open market sale of securities.

2. Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.

3. These PSUs were granted by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on May 12, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

4. These PSUs were granted by the Committee on June 18, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

5. These PSUs were granted by the Committee on August 11, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gina M. Chereck as attorney-in-fact for Jiri Ponrt	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What did Groupon (GRPN) COO Jiri Ponrt report in this Form 4 filing?

Jiri Ponrt reported the vesting and exercise of performance share units into 6,471 Groupon common shares. He also reported 3,210 shares withheld to cover taxes, leaving him with 192,156 common shares directly owned after these compensation-related transactions.

How many Groupon (GRPN) shares did the COO receive and how many were withheld for taxes?

The COO received 6,471 Groupon common shares from vested performance share units. Of these, 3,210 shares were withheld at $9.66 per share to satisfy mandatory tax withholding, resulting in a net increase in his directly held common stock position.

Are the Groupon (GRPN) tax-withholding transactions open market sales?

No. The filing specifies the 3,210 Groupon shares with code F were withheld to meet mandatory tax obligations upon PSU vesting. The footnote explicitly states this is not an open market sale of securities, distinguishing it from discretionary selling activity.

What conditions governed the Groupon (GRPN) performance share units that vested?

The PSUs granted in 2025 vest only if Groupon remediates a previously disclosed material weakness over a two-year period starting May 1, 2025, and if employment continues. On March 12, 2026, the Compensation Committee certified both conditions, making the PSUs fully vested.

How many Groupon (GRPN) shares does the COO own after these transactions?

After the PSU exercises and tax-withholding events, Jiri Ponrt directly owns 192,156 shares of Groupon common stock. This figure reflects his updated equity position following the March 12, 2026 compensation-related share issuances and related share withholdings.

What type of equity awards did Groupon (GRPN) use for the COO in this filing?

The equity awards are performance share units, each representing a contingent right to one Groupon common share. They were granted in 2025 and converted into 6,471 common shares once the Compensation Committee confirmed performance and service conditions were fully satisfied on March 12, 2026.