[Form 4] Groupon, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Groupon, Inc. Form 4 — Insider stock changes for Chief Accounting Officer

Kyle Netzly, Groupon (GRPN) Chief Accounting Officer, had 6,935 restricted stock units vest on 09/19/2025, each converting into one share of common stock. The vesting increased her direct holdings by 6,935 shares to 26,523 shares, then the issuer withheld 2,032 shares to satisfy mandatory tax-withholding, leaving 24,491 shares beneficially owned. The filing was signed by power of attorney on 09/23/2025. The report notes the withholding was not an open-market sale.

Positive

• 6,935 restricted stock units vested, demonstrating compensation delivery to a named officer
• Transparent disclosure that withheld shares were for mandatory tax withholding and not open-market sales

Negative

• Net direct holdings decreased after withholding: beneficial ownership declined from 26,523 to 24,491 shares
• No dollar-value context provided for the total holdings or percentage ownership of the company in this filing

Insights

Securities Analyst

TL;DR: Vesting of 6,935 RSUs increased holdings; tax withholding reduced net shares by 2,032.

The filing documents a routine compensation event: restricted stock units vested and converted into common shares for an executive officer. The material numbers are clear: 6,935 RSUs vested on 09/19/2025, grossing to 26,523 shares before 2,032 shares were withheld for taxes, resulting in 24,491 shares held directly. This is a standard equity-compensation mechanics disclosure and does not reflect an open-market transaction.

Corporate Governance Expert

TL;DR: Routine vesting and withholding; disclosure complies with Section 16 reporting requirements.

The Form 4 shows timely reporting of an insider compensation-related transfer. Vesting was conditioned on continued employment and explicitly documented. The withholding of shares to satisfy taxes is disclosed as issuer action, which is appropriate and clarifies there was no market sale. From a governance perspective, the filing provides the necessary transparency about the executive's resulting ownership level: 24,491 shares direct beneficial ownership following the transactions.

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^*

Netzly Kyle

(Last) (First) (Middle)

35 W. WACKER, FLOOR 25

(Street)

CHICAGO IL 60601

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		M		6,935	A	$22.52	26,523	D
Common Stock	09/19/2025		F		2,032(1)	D	$22.52	24,491	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)	09/19/2025		M			6,935	05/20/2025	(3)	Common Stock	6,935	$0	13,872	D

Explanation of Responses:

1. Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.

2. Each restricted stock unit represents a contingent right to receive one share of Common Stock

3. 6,935 restricted stock units on this line vested September 19, 2025, subject, to Ms. Netzly's continued employment through the vesting date.

Remarks:

	/s/ Kevin McCormick, by Power of Attorney	09/23/2025
	** 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.
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.

FAQ

What transactions did GRPN insider Kyle Netzly report on the Form 4?

The Form 4 reports that 6,935 restricted stock units vested on 09/19/2025 and 2,032 shares were withheld to satisfy tax withholding, leaving 24,491 shares beneficially owned.

Were any shares sold on the open market according to the Form 4 for GRPN?

No. The filing explicitly states the 2,032 shares were withheld by the issuer for tax withholding and were not an open-market sale.

When did the reported transactions occur for GRPN?

The restricted stock units vested on 09/19/2025. The Form 4 was signed by power of attorney on 09/23/2025.

How many shares did Kyle Netzly own after the reported transactions?

Following the vesting and withholding, Kyle Netzly beneficially owned 24,491 shares as reported on the Form 4.

What triggered the RSU vesting reported in the Form 4?

The filing states the 6,935 RSUs vested on 09/19/2025 subject to Ms. Netzly's continued employment through the vesting date.