What are Groupon (GRPN) Performance Share Units (PSUs) in this Form 4?

Each Performance Share Unit represents a contingent right to receive one Groupon Common Stock share. Vesting depends on meeting pre-set stock price hurdles over a three-year period and specified continued service dates before the Compensation Committee certifies achievement.

How many Groupon (GRPN) Performance Share Units remain outstanding for Dusan Senkypl?

After the exercise of 345,003 PSUs, the filing shows 703,945 Performance Share Units outstanding. These remaining PSUs each represent a contingent right to one share of Groupon Common Stock, subject to the specified performance and service-based vesting conditions.

Groupon (GRPN) CEO Senkypl exercises 345,003 PSUs, updates share holdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Groupon, Inc. CEO Dusan Senkypl reported an equity award exercise and updated holdings. On May 1, 2026, he exercised 345,003 Performance Share Units (PSUs), receiving 345,003 shares of Common Stock at a stated price of $0.00 per share, bringing his direct Common Stock holdings to 1,135,264 shares.

Following the transaction, Senkypl also remains associated with indirect holdings of 10,180,970 shares of Common Stock through Pale Fire Capital SICAV a.s. and 100 shares through Pale Fire Capital SE, as described in the footnotes. The filing shows 703,945 PSUs remaining outstanding. Each PSU represents a contingent right to one Groupon share, subject to stock price hurdles over a performance period from May 1, 2024 to May 1, 2027 and continued service conditions on May 1, 2025, May 1, 2026, and May 1, 2027.

Insider Trade Summary

345,003 shares exercised/converted

Mixed 4 txns

Insider Senkypl Dusan

Role CEO

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	345,003	$0.00	--
Exercise	Common Stock	345,003	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 703,945 shares (Direct, null); Common Stock — 1,135,264 shares (Direct, null); Common Stock — 10,180,970 shares (Indirect, By Pale Fire Capital SICAV a.s.)

Footnotes (1)

Represents securities directly owned by Pale Fire Capital SICAV a.s. ("PFC SICAV"). Pale Fire Capital SE, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV. Represents securities directly owned by Pale Fire Capital SE. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE. Each performance share unit ("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.

Key Figures

PSUs exercised: 345,003 units Exercise price: $0.00 per share Direct Common Stock holdings: 1,135,264 shares +5 more

8 metrics

PSUs exercised 345,003 units Exercised into 345,003 shares of Common Stock on May 1, 2026

Exercise price $0.00 per share Price for Common Stock received from PSU exercise

Direct Common Stock holdings 1,135,264 shares Total Common Stock directly held after reported transactions

Indirect holdings via PFC SICAV 10,180,970 shares Common Stock held indirectly through Pale Fire Capital SICAV a.s.

Indirect holdings via PFC SE 100 shares Common Stock held indirectly through Pale Fire Capital SE

PSUs remaining 703,945 units Performance Share Units outstanding after the exercise

Performance period May 1, 2024–May 1, 2027 Three-year PSU stock price performance window

Service measurement dates May 1, 2025/2026/2027 Continued service conditions for PSU vesting

Key Terms

Performance Share Units, contingent right, three-year performance period, continued service conditions, +1 more

5 terms

contingent right financial

"Each performance share unit represents a contingent right to receive one share of Common Stock."

three-year performance period financial

"Stock price hurdles are measured over a three-year performance period beginning on May 1, 2024."

continued service conditions financial

"Achievement of continued service conditions is measured on each of May 1, 2025, May 1, 2026, and May 1, 2027."

beneficially own financial

"Pale Fire Capital entities and control persons may be deemed to beneficially own securities directly owned by PFC SICAV."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Form 4 Insider Transactions: What Each Field Means →

05/06/2026 - 08:08 AM

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^*

Senkypl Dusan

(Last)

(First)

(Middle)

JESTRABI 493, OSNICE

(Street)

JESENICE

252 42

(City)

(State)

(Zip)

CZECH REPUBLIC

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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)
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	05/01/2026		M		345,003	A	$0	1,135,264	D
Common Stock								10,180,970	I	By Pale Fire Capital SICAV a.s.⁽¹⁾
Common Stock								100	I	By Pale Fire Capital SE⁽²⁾

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)
Performance Share Units	⁽³⁾	05/01/2026		M			345,003	⁽⁴⁾	⁽⁴⁾	Common Stock	345,003	$0	703,945	D

Explanation of Responses:

1. Represents securities directly owned by Pale Fire Capital SICAV a.s. ("PFC SICAV"). Pale Fire Capital SE, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV.

2. Represents securities directly owned by Pale Fire Capital SE. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE.

3. Each performance share unit ("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.

Remarks:

	/s/ Gina M. Chereck as attorney-in-fact for Dusan Senkypl	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Groupon (GRPN) CEO Dusan Senkypl report?

Dusan Senkypl reported exercising 345,003 Performance Share Units, receiving 345,003 Groupon Common Stock shares at a stated price of $0.00 per share. This increased his directly held Common Stock position while leaving a remaining PSU balance subject to future vesting conditions.

How many Groupon (GRPN) shares does Dusan Senkypl hold directly after this Form 4?

After the reported transactions, Dusan Senkypl holds 1,135,264 shares of Groupon Common Stock directly. This reflects the addition of 345,003 shares received upon exercising Performance Share Units, as disclosed in the filing’s non-derivative transaction table.

What indirect Groupon (GRPN) holdings are associated with entities linked to Dusan Senkypl?

The filing shows 10,180,970 Groupon Common Stock shares held indirectly through Pale Fire Capital SICAV a.s. and 100 shares through Pale Fire Capital SE. Footnotes explain that Senkypl may be deemed to beneficially own securities directly owned by these Pale Fire Capital entities.

What vesting conditions apply to Dusan Senkypl’s Groupon (GRPN) PSUs?

The PSUs depend on two conditions: achieving pre-established stock price hurdles during a three-year performance period from May 1, 2024 to May 1, 2027, and meeting continued service conditions measured on May 1, 2025, May 1, 2026, and May 1, 2027 before certification.