Groupon (GRPN) CFO nets shares, receives PSU and RSU grants

Rhea-AI Filing Summary

Groupon, Inc. Chief Financial Officer Kashyap Rana reported several equity-related transactions. He exercised performance share units to acquire 77,625 shares of common stock, and 35,973 shares were withheld at $14.89 per share to cover mandatory tax obligations, which the filing notes is not an open-market sale.

Rana also received new equity awards: 63,870 performance share units, each representing a right to one share of common stock, and 63,870 restricted stock units, also convertible one-for-one into common stock. The PSUs vest based on stock-price and relative total shareholder return hurdles over multi-year performance periods and continued service, while the RSUs vest in three equal annual tranches subject to a performance modifier. After these transactions, he directly holds 225,625 shares of common stock and has indirect custodial holdings of 10,000 and 15,000 shares in accounts for his child, for which he disclaims beneficial ownership beyond his economic interest.

Insights

Equity compensation analyst

Routine equity vesting, tax withholding, and new awards for Groupon’s CFO.

The filing shows Kashyap Rana converting performance share units into 77,625 common shares and using 35,973 shares valued at $14.89 to satisfy mandatory tax withholding. The filing explicitly states this is not an open-market sale, so it carries limited signal about his market view.

Rana also received sizeable new grants: 63,870 PSUs and 63,870 RSUs, each tied one-for-one to common stock. The PSUs vest only if multi-year stock-price and relative TSR hurdles are met along with service conditions, while RSUs vest over three years with a performance modifier of 0%–300%.

After these activities, he directly holds 225,625 common shares and maintains indirect custodial positions of 10,000 and 15,000 shares for his child. Overall, the activity appears to be standard compensation and tax mechanics rather than discretionary buying or selling, so the investment thesis impact is neutral.

Insider Trade Summary

77,625 shares exercised/converted

Mixed 7 txns

Insider Kashyap Rana

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	77,625	$0.00	--
Grant/Award	Restricted Stock Units	63,870	$0.00	--
Grant/Award	Performance Share Units	63,870	$0.00	--
Exercise	Common Stock	77,625	$0.00	--
Tax Withholding	Common Stock	35,973	$14.89	$536K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 158,391 shares (Direct, null); Restricted Stock Units — 63,870 shares (Direct, null); Common Stock — 225,625 shares (Direct, null); Common Stock — 15,000 shares (Indirect, By custodial account for child)

Footnotes (1)

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. Represents shares held in a custodial account for the benefit of the Reporting Person's child. The Reporting Person is the custodian of such account. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock. The number of shares of Common Stock that will be acquired upon the vesting of the PSUs 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 PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock. 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. 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%.

Key Figures

PSUs exercised into common stock: 77,625 shares Shares withheld for taxes: 35,973 shares at $14.89 New performance share units granted: 63,870 PSUs +4 more

7 metrics

PSUs exercised into common stock 77,625 shares Common Stock acquired via derivative exercise on May 1, 2026

Shares withheld for taxes 35,973 shares at $14.89 Tax withholding on PSU vesting, not an open-market sale

New performance share units granted 63,870 PSUs Grant representing contingent rights to Groupon common stock

New restricted stock units granted 63,870 RSUs Grant vesting in three equal annual tranches starting May 1, 2027

Common shares held directly after transactions 225,625 shares Direct Groupon common stock holdings following Form 4 activity

Custodial holdings for child 10,000 and 15,000 shares Indirect holdings in custodial accounts; beneficial ownership disclaimed beyond pecuniary interest

PSUs outstanding after exercise 158,391 PSUs Total performance share units shown as following balance in derivative table

Key Terms

performance share units, restricted stock unit, total shareholder return, Russell 2000 Index, +2 more

6 terms

performance share units financial

"Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units"

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.

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

total shareholder return financial

"contingent upon the Company's relative TSR vs. Russell 2000 Index over a three-year performance period"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

Russell 2000 Index market

"Company's relative TSR vs. Russell 2000 Index over a three-year performance period"

A stock-market benchmark that tracks about 2,000 small-cap U.S. companies, the Russell 2000 gives a snapshot of how smaller publicly traded firms are performing. Investors use it like a thermometer or yardstick for the small-company segment of the market—funds and portfolio managers compare returns to it, and its movements can signal changes in economic risk appetite or growth expectations; it is weighted so larger small companies have a bigger influence on the index.

tax withholding financial

"Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Kashyap Rana

(Last) (First) (Middle)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		M		77,625	A	$0	225,625	D
Common Stock	05/01/2026		F		35,973(1)	D	$14.89	189,652	D
Common Stock								15,000	I(2)	By custodial account for child
Common Stock								10,000	I(2)	By custodial account for child

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	(3)	05/01/2026		M			77,625	(4)	(4)	Common Stock	77,625	$0	158,391	D
Restricted Stock Units	(5)	05/01/2026		A		63,870		(6)	(6)	Common Stock	63,870	$0	63,870	D
Performance Share Units	(3)	05/01/2026		A		63,870		(7)	(7)	Common Stock	63,870	$0	63,870	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. Represents shares held in a custodial account for the benefit of the Reporting Person's child. The Reporting Person is the custodian of such account. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "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: 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 PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors.

5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock.

6. 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.

7. 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%.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gina M. Chereck as attorney-in-fact for Rana Kashyap	05/05/2026
	** 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)

FAQ

What insider transactions did Groupon (GRPN) CFO Kashyap Rana report?

Kashyap Rana exercised performance share units for 77,625 Groupon common shares and had 35,973 shares withheld for taxes. He also received new grants of 63,870 performance share units and 63,870 restricted stock units tied to future performance and service conditions.

Did the Groupon (GRPN) CFO sell shares on the open market in this Form 4?

No open-market sale is reported. The Form 4 states 35,973 shares were withheld at $14.89 per share to satisfy mandatory tax withholding on vested performance share units, and explicitly clarifies this withholding is not an open-market sale of securities.

How many Groupon (GRPN) shares does the CFO hold after these transactions?

After the reported transactions, Kashyap Rana directly holds 225,625 shares of Groupon common stock. In addition, custodial accounts for his child hold 10,000 and 15,000 shares, which he reports indirectly while disclaiming beneficial ownership beyond his pecuniary interest.

What are the terms of the new performance share units granted to Groupon (GRPN) CFO?

The CFO received 63,870 performance share units, each equal to one Groupon share. Vesting depends on pre-established stock price hurdles and continued service over a three-year period, with certification by the Compensation Committee before shares are delivered upon meeting both conditions.

How do the new Groupon (GRPN) restricted stock units for the CFO vest?

The 63,870 restricted stock units vest in three equal tranches on May 1, 2027, May 1, 2028, and May 1, 2029. Each tranche’s payout is adjusted by a year-end performance review modifier that can range from 0% to 300%.

What performance conditions apply to the additional PSUs mentioned in the Groupon (GRPN) filing?

One PSU footnote describes awards that vest based on Groupon’s relative total shareholder return versus the Russell 2000 Index from May 1, 2026 to May 1, 2029. These PSUs cliff vest on May 1, 2029, with payout between 0% and 300%, capped at 100% for negative TSR.