Groupon (GRPN) CEO Senkypl exercises 17,250 PSUs into common stock

Rhea-AI Filing Summary

Groupon, Inc. CEO and director Dusan Senkypl exercised performance share units into common stock as part of his equity compensation. On March 12, 2026, he converted 17,250 performance share units into 17,250 shares of common stock at an exercise price of $0.00 per share, increasing his direct holdings to 790,261 common shares.

The performance share units were granted in 2025 and were tied to remediation of a previously disclosed material weakness over a two-year period beginning on May 1, 2025, plus continuous employment. The Compensation Committee certified on March 12, 2026 that both conditions had been achieved, causing the units to fully vest. In addition to his direct stake, the filing reports indirect ownership of 10,180,970 common shares through Pale Fire Capital SICAV a.s. and 100 common shares through Pale Fire Capital SE.

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

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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)
03/12/2026

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	03/12/2026		M		5,750	A	$0	778,761	D
Common Stock	03/12/2026		M		5,750	A	$0	784,511	D
Common Stock	03/12/2026		M		5,750	A	$0	790,261	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)	03/12/2026		M			5,750	(4)	(4)	Common Stock	5,750	$0	11,500	D
Performance Share Units	(3)	03/12/2026		M			5,750	(5)	(5)	Common Stock	5,750	$0	5,750	D
Performance Share Units	(3)	03/12/2026		M			5,750	(6)	(6)	Common Stock	5,750	$0	0	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. These PSUs were granted by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on May 12, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

5. These PSUs were granted by the Committee on June 18, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

6. These PSUs were granted by the Committee on August 11, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gina M. Chereck as attorney-in-fact for Dusan Senkypl	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

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

Groupon reported that CEO Dusan Senkypl exercised 17,250 performance share units into 17,250 shares of common stock at $0.00 per share. This reflects equity compensation vesting rather than an open-market stock purchase or sale.

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

After the reported transactions, Dusan Senkypl directly holds 790,261 shares of Groupon common stock. This total reflects the addition of 17,250 shares received from exercising performance share units that fully vested on March 12, 2026.

What performance conditions were tied to Senkypl’s Groupon (GRPN) performance share units?

The performance share units required remediation of a previously disclosed material weakness over a two-year period starting May 1, 2025, plus continuous employment. They vested immediately once the Compensation Committee certified both conditions had been achieved on March 12, 2026.

When did Groupon’s Compensation Committee certify vesting of the performance share units?

Groupon’s Compensation Committee certified on March 12, 2026 that the performance and employment conditions for the performance share units were achieved. As a result, the units became fully vested and were exercisable into common stock on that date.

What indirect Groupon (GRPN) holdings related to Dusan Senkypl are disclosed?

The filing lists 10,180,970 Groupon common shares held indirectly through Pale Fire Capital SICAV a.s. and 100 shares held indirectly through Pale Fire Capital SE. Control relationships described in the footnotes mean Senkypl may be deemed to beneficially own these positions.

Do the reported Groupon (GRPN) transactions involve any stock sales by Dusan Senkypl?

No stock sales are reported. The Form 4 shows only exercises of performance share units into common stock at $0.00 per share, increasing Senkypl’s direct share ownership without any open-market selling activity disclosed in this filing.