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BlackRock, Inc. reported a passive ownership stake in Groupon, Inc. common stock on a Schedule 13G. BlackRock and certain of its business units are deemed to beneficially own 2,019,962 shares of Groupon common stock, representing 5.3% of the outstanding class.
BlackRock has sole voting power over 1,980,469 shares and sole dispositive power over 2,019,962 shares, with no shared voting or dispositive power. The filing notes that various underlying clients and investors have rights to receive dividends or sale proceeds from these shares, but no single such person holds more than five percent of Groupon’s total outstanding common shares.
Groupon, Inc. reported results of its 2026 Annual Meeting and a charter change affecting officer liability. Stockholders approved an amendment to the Restated Certificate of Incorporation to add officer exculpation provisions consistent with Section 102(b)(7) of Delaware law, and the board subsequently filed the Certificate of Amendment on June 17, 2026.
All six director nominees were elected, the appointment of Deloitte & Touche LLP as independent auditor for fiscal 2026 was ratified, and a non-binding advisory vote approved the company’s named executive officer compensation.
Shah Amit reported acquisition or exercise transactions in this Form 4 filing.
Groupon director Amit Shah received a grant of restricted stock units. On June 11, 2026, he was awarded 13,140 RSUs of Groupon common stock as director compensation at no cash cost per unit. All 13,140 RSUs will vest in full on June 11, 2027, and his reported direct holdings after the award total 13,140 shares.
Groupon director Theodore Leonsis reported compensation-related equity activity with no open-market trades. On June 11, 2026, he exercised 6,685 restricted stock units (RSUs) into an equal number of Groupon common shares as previously granted RSUs fully vested under the Non-Employee Directors' Compensation Plan.
He also received a new grant of 15,116 RSUs on June 11, 2026. These RSUs will vest 100% on June 11, 2027 and, per his election, will settle as Deferred Stock Units, each linked to one share of common stock, upon his separation from Groupon’s board. Following the exercise, he directly holds 225,285 shares of common stock plus 15,116 unvested RSUs.
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.
Groupon, Inc. director Robert J. Bass reported equity awards and an option-like conversion that increased his direct stake in the company. On June 11, 2026, he received 13,140 shares of common stock as a grant or award at no cash cost, bringing his direct holdings to 120,990 shares.
On the same date, he also exercised 6,174 restricted stock units into an equal number of common shares, again at a zero exercise price. These RSUs had been granted on June 11, 2025 under Groupon’s Non-Employee Directors' Compensation Plan and fully vested on June 11, 2026.
A new RSU grant was made on June 11, 2026 under the same plan, with 100% of these units scheduled to vest on June 11, 2027. Each RSU represents a contingent right to receive one share of Groupon common stock, linking Bass’s future compensation directly to the company’s share performance.
Groupon, Inc. CEO Dusan Senkypl exercised 3,062,500 nonqualified stock options on June 11, 2026, converting them into an equal number of shares of Common Stock at a per‑share exercise price of $6.00.
In connection with the exercise, 1,347,185 shares were delivered at $16.54 per share to satisfy the option exercise price and mandatory tax withholding requirements; a footnote explains this was a net share settlement of 1,715,315 shares and not an open‑market sale. After these transactions, Senkypl’s direct holdings of Groupon common stock are reported as 2,850,579 shares. Entities Pale Fire Capital SICAV a.s. and Pale Fire Capital SE directly own 10,180,970 and 100 shares, respectively, which may be deemed beneficially owned by Senkypl through his control positions.
Groupon, Inc. appointed Aditya Rajkumar as Chief Operating Officer, effective August 3, 2026. He will oversee Groupon's marketplace and merchant operations and report to CEO Dusan Senkypl.
Rajkumar’s offer includes a $500,000 annual base salary and a 2026 cash bonus target of $150,000 under Groupon’s Annual Bonus Plan, pro-rated from his start date with a minimum 2026 payout of $50,000, subject to Compensation Committee approval and continued employment. He will also receive a cash sign-on bonus of $150,000, paid in three installments of $50,000 between November 2026 and May 2027, contingent on active employment and meeting performance expectations.
Equity compensation totals 155,000 shares under the 2011 Incentive Plan, split equally between enhanced restricted stock units vesting one-third annually over three years and performance stock units that cliff vest based on performance conditions. Rajkumar will be eligible for the Company’s long-term incentive plan, with a minimum May 2027 LTIP award of $500,000, and the Company plans to enter into a Severance Benefit Agreement after his start date.
Groupon, Inc. announced a new restructuring plan to support its strategy to become an AI‑native company, including an overall reduction of up to 400 positions globally by the end of the third quarter 2026, subject to local legal processes. The company expects pre‑tax restructuring charges of $7 to $13 million, mainly for severance, and estimates payroll actions will generate $20 to $25 million in annualized cost savings.
For 2026, Groupon anticipates $10 to $12 million of gross savings and about $5 million of net savings after reinvesting up to half in marketing, AI infrastructure, and talent. Reflecting these actions, full‑year 2026 Adjusted EBITDA guidance is raised from $70 to $75 million to $75 to $80 million. The company is also evaluating additional Project Foundry cost and automation measures through 2027, and its Chief Operating Officer, Jiri Ponrt, has chosen to resign effective July 10, 2026.
Groupon, Inc.’s Chief Accounting Officer Kyle Netzly reported routine equity compensation activity involving restricted stock units (RSUs). On May 20, 2026, 4,267 RSUs vested and were converted into an equal number of common shares. As part of this vesting, 1,911 common shares were withheld to satisfy mandatory tax withholding obligations, at a reference value of $17.32 per share. The company clarifies that this tax withholding is not an open-market sale of securities.