Groupon (GRPN) director granted 12,349 RSUs, 5,766 RSUs vest into shares

Rhea-AI Filing Summary

Groupon, Inc. director Jason Harinstein reported equity-based compensation transactions. On June 11, 2026, he received a grant of 12,349 restricted stock units (RSUs) under Groupon’s Non-Employee Directors' Compensation Plan, which will vest 100% on June 11, 2027.

On the same date, 5,766 RSUs granted on June 11, 2025 fully vested and were exercised into 5,766 shares of Groupon common stock. Each RSU represents a contingent right to receive one share, so these awards function as non-cash stock compensation rather than open-market purchases.

Insights

Equity compensation analyst

Routine director RSU grant and vesting with no open-market buying or selling.

These transactions show Jason Harinstein receiving standard equity compensation as a non-employee director of Groupon, Inc.. He was granted 12,349 new RSUs scheduled to vest on June 11, 2027, aligning his incentives with shareholders through stock-based awards.

The Form 4 also records the vesting and conversion of 5,766 RSUs granted on June 11, 2025 into 5,766 common shares. There is no indication of open-market sales or purchases; this is a typical pattern of director RSU grant and subsequent vesting, generally viewed as routine rather than a directional signal.

Insider Trade Summary

5,766 shares exercised/converted

Mixed 3 txns

Insider Harinstein Jason

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,766	$0.00	--
Exercise	Common Stock	5,766	$0.00	--
Grant/Award	Common Stock	12,349	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 61,424 shares (Direct, null)

Footnotes (1)

1. Restricted stock units ("RSUs") granted on June 11, 2026, under the Groupon, Inc. (the "Issuer") Non-Employee Directors' Compensation Plan (the "Plan"). 100% of these RSUs will vest on June 11, 2027. Each RSU represents a contingent right to receive one share of Issuer Common Stock. The RSUs granted on June 11, 2025, under the Plan fully vested on June 11, 2026.

Key Figures

New RSU grant: 12,349 RSUs RSUs vested: 5,766 RSUs RSU-to-share ratio: 1 RSU : 1 share +2 more

5 metrics

New RSU grant 12,349 RSUs Granted to director on June 11, 2026

RSUs vested 5,766 RSUs Granted June 11, 2025; vested June 11, 2026

RSU-to-share ratio 1 RSU : 1 share Each RSU represents right to one common share

Transactions acquiring 3 transactions All classified as acquisitions on June 11, 2026

Derivative exercises 5,766 shares Shares received from RSU conversion on June 11, 2026

Key Terms

Restricted Stock Units, Non-Employee Directors' Compensation Plan, contingent right

3 terms

Restricted Stock Units financial

"Restricted stock units ("RSUs") granted on June 11, 2026, under the Groupon, Inc. Non-Employee Directors' Compensation Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Non-Employee Directors' Compensation Plan financial

"RSUs granted on June 11, 2026, under the Groupon, Inc. (the "Issuer") Non-Employee Directors' Compensation Plan"

contingent right financial

"Each RSU represents a contingent right to receive one share of Issuer Common Stock"

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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^*

Harinstein Jason

(Last) (First) (Middle)

C/O GROUPON, INC.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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	06/11/2026		M		5,766	A	$0	61,424	D
Common Stock	06/11/2026		A(1)		12,349	A	$0	73,773	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)	06/11/2026		M			5,766	(3)	(3)	Common Stock	5,766	$0	0	D

Explanation of Responses:

1. Restricted stock units ("RSUs") granted on June 11, 2026, under the Groupon, Inc. (the "Issuer") Non-Employee Directors' Compensation Plan (the "Plan"). 100% of these RSUs will vest on June 11, 2027.

2. Each RSU represents a contingent right to receive one share of Issuer Common Stock.

3. The RSUs granted on June 11, 2025, under the Plan fully vested on June 11, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gina M. Chereck as attorney-in-fact for Jason Harinstein	06/15/2026
	** 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) report for Jason Harinstein?

Groupon reported that director Jason Harinstein received 12,349 restricted stock units on June 11, 2026, and 5,766 previously granted RSUs fully vested into 5,766 shares of common stock. These are equity compensation events, not open-market stock purchases or sales.

How many RSUs did Groupon (GRPN) grant to director Jason Harinstein?

Groupon granted Jason Harinstein 12,349 restricted stock units on June 11, 2026 under the Non-Employee Directors' Compensation Plan. All of these RSUs are scheduled to vest 100% on June 11, 2027, subject to the plan’s terms and continued service conditions.

When will Jason Harinstein’s new Groupon (GRPN) RSUs vest?

The 12,349 restricted stock units granted to Jason Harinstein on June 11, 2026 will vest 100% on June 11, 2027. Once vested, each RSU entitles him to receive one share of Groupon common stock, according to the plan’s structure.

What happened to Jason Harinstein’s prior Groupon (GRPN) RSU grant from 2025?

RSUs granted to Jason Harinstein on June 11, 2025 fully vested on June 11, 2026. Upon vesting, 5,766 restricted stock units converted into 5,766 shares of Groupon common stock, reflecting standard settlement of director equity awards rather than market trading activity.

Does the Jason Harinstein Form 4 for Groupon (GRPN) show any stock sales?

The Form 4 for Jason Harinstein does not report any open-market stock sales. It shows a grant of 12,349 restricted stock units and the vesting and conversion of 5,766 RSUs into common shares, both characterized as equity compensation and derivative exercises, not discretionary selling.