[Form 4] Groupon, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Senkypl Dusan, identified as a director, 10% owner and officer (CEO) of Groupon, Inc. (GRPN), reported equity awards and changes in beneficial ownership dated 08/11/2025. The filing discloses grants of performance share units (PSUs) and related changes in common stock holdings. One grant covers 109,250 PSUs (each PSU is a contingent right to one share) and additional PSU entries of 5,750 and 5,750 are shown with differing transaction codes and post-transaction tallies.

The PSUs are subject to stock-price hurdles over a three-year performance period beginning May 1, 2024, and/or remediation of a stated material weakness over a two-year period beginning May 1, 2025, plus continued service conditions. Following the reported transactions, the filing lists 773,011 shares directly beneficially owned and indirect holdings of 10,180,970 shares (Pale Fire Capital SICAV) and 100 shares (Pale Fire Capital SE). A forfeiture of 5,750 PSUs is also recorded due to a 5% reduction under a vesting-modifier metric.

Positive

• Grant of 109,250 performance share units reported on 08/11/2025, each PSU representing a contingent right to one share
• Direct beneficial ownership of 773,011 shares is reported following the transactions
• Indirect holdings of 10,180,970 shares via Pale Fire Capital SICAV are disclosed, clarifying ownership structure

Negative

• 5,750 PSUs forfeited due to a 5% reduction under a vesting‑modifier performance metric
• PSU vesting contingent on remediation of a material weakness over a two‑year period beginning May 1, 2025, indicating an existing control weakness
• Potential future dilution of at least 109,250 shares if PSUs vest and convert to common stock

Insights

Compensation Analyst

TL;DR: Routine executive equity awards totaling 109,250 PSUs with performance and service-based vesting; notable indirect holdings disclosed.

The Aug 11, 2025 entries document non‑cash equity compensation in the form of performance share units: the principal line shows 109,250 PSUs granted, each convertible to one share upon satisfaction of performance and service conditions. Vesting metrics include multi-year stock-price hurdles (May 1, 2024–May 1, 2027) and a separate metric tied to remediation of a disclosed material weakness (May 1, 2025–May 1, 2027). One PSU tranche suffered a 5% reduction leading to forfeiture of 5,750 PSUs.

From a compensation governance view, these awards are structured to tie pay to multi-year outcomes and remediation milestones; the filing is procedural and aligns with typical executive incentive practices.

Corporate Governance Expert

TL;DR: Filing discloses substantial direct and indirect ownership and control links to Pale Fire Capital; changes are material for disclosure but appear routine.

The report confirms that Mr. Senkypl may be deemed to beneficially own securities held by Pale Fire Capital entities: 10,180,970 shares are reported indirectly via Pale Fire Capital SICAV and 100 shares via Pale Fire Capital SE, in addition to 773,011 shares held directly post-transaction. The explanatory notes explicitly describe control relationships among Pale Fire Capital, PFC SICAV and the reporting person. These disclosures are important for understanding related‑party ownership concentration and control, and they satisfy Section 16 reporting requirements. The items disclosed are material for governance transparency but do not, on their face, indicate an extraordinary corporate event.

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^*

Senkypl Dusan

(Last) (First) (Middle)

JESTRABI 493, OSNICE

(Street)

JESENICE 2N 252 42

(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)

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

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		109,250	A	$0	773,011	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(3)	08/11/2025		M			109,250	(4)	(4)	Common Stock	109,250	$0	1,054,698	D
Performance Share Units	(3)	08/11/2025		M			5,750	(5)	(5)	Common Stock	5,750	$0	1,048,948	D
Performance Share Units	(3)	08/11/2025		A		5,750		(6)	(6)	Common Stock	5,750	$0	17,250	D

Explanation of Responses:

1. Represents securities directly owned by PFC SICAV. Pale Fire Capital, 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, 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, may be deemed to beneficially own the securities directly owned by PFC SICAV.

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

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

4. 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.

5. Reflects forfeiture of 5,750 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.

6. This grant was approved by the compensation committee of the board of directors of the Issuer on Aug 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 Senkypl Dusan report on Form 4 for GRPN?

The Form 4 reports grants of performance share units on 08/11/2025, updates to direct and indirect beneficial ownership, and a 5,750 PSU forfeiture.

How many performance share units (PSUs) were granted to Senkypl on Aug 11, 2025?

The filing shows a principal grant of 109,250 PSUs and additional PSU entries of 5,750 and 5,750 with distinct transaction codes.

What vesting conditions apply to the PSUs reported in the GRPN Form 4?

Vesting is contingent on stock-price hurdles over May 1, 2024–May 1, 2027 and/or remediation of a material weakness over May 1, 2025–May 1, 2027, plus continued service tests on specified dates.

What are Senkypl's holdings after the reported transactions?

The filing lists 773,011 shares directly beneficially owned and indirect holdings of 10,180,970 (Pale Fire Capital SICAV) and 100 (Pale Fire Capital SE).

Was any portion of the PSU grant forfeited?

Yes. The filing records a forfeiture of 5,750 PSUs due to a 5% reduction under the vesting‑modifier performance metric.