Groupon CFO reports PSU vesting and tax withholding

Groupon, Inc. Chief Financial Officer Kashyap Rana reported the vesting and conversion of 14,374 Performance Share Units into common stock on July 30, 2026, after the Compensation Committee certified required stock‑price and service conditions.

Rhea-AI Filing Summary

Groupon, Inc. Chief Financial Officer Kashyap Rana reported the vesting and conversion of 14,374 Performance Share Units into common stock on July 30, 2026, after the Compensation Committee certified required stock‑price and service conditions. Following this transaction, he beneficially owned 159,869 Performance Share Units, each representing a contingent right to one share of common stock. To cover mandatory taxes on the vesting, 6,661 shares were withheld at $27.89 per share, which was not an open‑market sale. Additional shares are held indirectly in a custodial account for his child, with beneficial ownership disclaimed except for his pecuniary interest.

Insider Trade Summary

14,374 shares exercised/converted

Exercise 5 txns

Insider Kashyap Rana

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance Share Units F3, F4	14,374	$0.00	$0.00
Exercise	Common Stock	14,374	$0.00	$0.00
Tax Withholding	Common Stock F1	6,661	$27.89	$186K
holding	Common Stock F2	--	--	--
holding	Common Stock F2	--	--	--

Holdings After Transaction: Performance Share Units — 159,869 contracts (Direct); Common Stock — 197,365 shares (Direct); Common Stock — 25,000 shares (Indirect, By custodial account for child)

Footnotes (4)

1. F1. 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. F2. 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. F3. Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.
4. F4. The number of shares of common stock that will be acquired on vesting of the PSUs is contingent upon: (1) the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2025, and ending on May 1, 2028; and (2) the achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028. The PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On July 30, 2026, the Committee certified that the first pre-established stock price hurdle and the continued service condition measured as of May 1, 2026 have both been achieved, and 14,374 PSUs vested on July 30, 2026.

Key Figures

PSUs vested: 14,374 shares Tax withholding shares: 6,661 shares Tax withholding price: $27.89 per share +1 more

4 metrics

PSUs vested 14,374 shares Performance Share Units converted into common stock on July 30, 2026

Tax withholding shares 6,661 shares Common shares withheld to satisfy mandatory tax withholding on PSU vesting

Tax withholding price $27.89 per share Per‑share value used for the tax‑withholding disposition of common stock

PSUs owned after transaction 159,869 units Performance Share Units beneficially owned following the reported transaction

Key Terms

Performance Share Units, pre-established stock price hurdles, continued service conditions, pecuniary interest, +1 more

5 terms

Performance Share Units financial

"upon the vesting of performance share units (PSUs). This is not an open market"

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.

pre-established stock price hurdles financial

"the achievement of pre-established stock price hurdles over a three-year performance"

continued service conditions financial

"and (2) the achievement of continued service conditions measured on each of May"

pecuniary interest financial

"disclaims beneficial ownership of these shares except to the extent of his pecuniary interest"

custodial account financial

"shares held in a custodial account for the benefit of the Reporting Person's child"

A custodial account is an investment or bank account opened and managed by an adult (the custodian) for the benefit of someone who cannot legally control assets, typically a minor. Think of it as a wallet held by a trusted guardian until the beneficiary reaches a legal age: it lets you save and invest on someone’s behalf, affects who makes decisions and who pays taxes, and determines when control of the assets transfers to the beneficiary—details investors watch for tax consequences, ownership rules, and timing of control.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider equity transactions did Groupon (GRPN) CFO Kashyap Rana report on July 30, 2026?

On July 30, 2026, 14,374 Performance Share Units vested and converted into Groupon common stock after stock‑price and service conditions were certified. To satisfy tax withholding, 6,661 common shares were withheld at $27.89 per share, rather than sold in the open market.

How many Performance Share Units vested for Groupon (GRPN) CFO Kashyap Rana?

The filing reports that 14,374 Performance Share Units vested for Groupon (GRPN) CFO Kashyap Rana on July 30, 2026. Each PSU represents a contingent right to receive one share of Groupon common stock once specified stock‑price and continued service conditions are certified.

Were any Groupon (GRPN) shares sold on the open market in this Form 4?

No open‑market sale is reported. The 6,661 common shares referenced were withheld by Groupon to satisfy mandatory tax withholding obligations related to the PSU vesting, and the footnote explicitly states this was not an open‑market sale of securities.

Why were 6,661 Groupon (GRPN) shares withheld, and at what price?

The 6,661 shares of Groupon (GRPN) common stock were withheld to meet mandatory tax withholding obligations upon PSU vesting. The transaction used a value of $27.89 per share for this withholding and is described as not representing an open‑market stock sale.

What conditions govern Kashyap Rana’s Performance Share Units at Groupon (GRPN)?

The PSUs vest based on pre‑established stock price hurdles over a three‑year performance period from May 1, 2025, to May 1, 2028, and on continued service conditions measured on May 1, 2026, May 1, 2027, and May 1, 2028, as certified by the Compensation Committee.

Are any reported Groupon (GRPN) shares held in a custodial account for the CFO’s child?

Yes. Some Groupon (GRPN) shares are held in a custodial account for the benefit of Kashyap Rana’s child. He is custodian but disclaims beneficial ownership of those shares except to the extent of his pecuniary interest, according to the ownership footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/03/2026 - 06:54 PM Accepted by SEC EDGAR 08/03/2026 - 06:54 PM Learn about SEC filing dates

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)
07/30/2026

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	07/30/2026		M		14,374	A	$0	204,026	D
Common Stock	07/30/2026		F		6,661(1)	D	$27.89	197,365	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)	07/30/2026		M			14,374	(4)	(4)	Common Stock	14,374	$0	159,869	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 on vesting of the PSUs is contingent upon: (1) the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2025, and ending on May 1, 2028; and (2) the achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028. The PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On July 30, 2026, the Committee certified that the first pre-established stock price hurdle and the continued service condition measured as of May 1, 2026 have both been achieved, and 14,374 PSUs vested on July 30, 2026.

Remarks:

	/s/ Gina M. Chereck as attorney-in-fact for Rana Kashyap	08/03/2026
	** 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)