Groupon, Inc. SEC filings document the operating results, governance structure, and capital structure of a public local-marketplace company. Form 8-K reports furnish quarterly and annual financial results, including revenue, gross billings, Local category trends, segment performance, cash-flow measures, and special charges tied to restructuring plans or asset transactions.
The company’s periodic reports and proxy materials cover marketplace economics, risk factors, executive compensation, director elections, board oversight, and shareholder-meeting matters. Material-event filings also document financing activity, including Groupon’s convertible senior notes due 2030 and exchanges involving prior convertible note obligations.
Form 4 filed for Groupon, Inc. (GRPN) reports insider activity by reporting person Ponrt Jiri, identified as the company's Chief Financial Officer. On 08/11/2025 the filing shows share activity tied to equity awards: a block of 40,968 performance share units (PSUs) and additional PSU movements are recorded, and 18,149 shares were withheld to satisfy mandatory tax withholding upon vesting of restricted stock units rather than sold in the open market.
The PSUs are contingent awards that convert to common stock only if specified performance and service conditions are met. One grant approved on 08/11/2025 is expressly conditioned on remediation of a material weakness over a two-year period ending 05/01/2027. The filing also notes a forfeiture of 2,157 PSUs due to a 5% reduction under a vesting-modifier metric.
Groupon director Robert J. Bass reported a sale of 3,055 shares of common stock on 08/12/2025 at a price of $31.64 per share. After the transaction he beneficially owned 101,676 shares. The Form 4 was signed by Kevin McCormick by power of attorney on 08/13/2025. No derivative holdings or reasons for the sale are listed in the filing.
Continental General Insurance Company directly holds 2,929,832 shares of Groupon common stock, representing approximately 7.4% of the outstanding class based on 39,816,140 shares reported outstanding as of May 5, 2025. The filing shows no sole voting or dispositive power; all 2,929,832 shares are reported as held with shared voting and shared dispositive power. The statement explains that Continental Insurance Group, Ltd., Continental General Holdings LLC and Michael Gorzynski may be deemed to beneficially own the same block through ownership and managerial relationships. The filing includes a certification that the shares were not acquired to change or influence control of the issuer.
On 05/12/2025 Groupon, Inc. (GRPN) Chief Financial Officer Jiri Ponrt vested 40,968 performance share units after the board’s compensation committee confirmed that a one-year stock-price hurdle had been met. The PSUs converted into an equal number of common shares at a $0 exercise price (Transaction Code “M”).
To satisfy statutory withholding, 15,461 shares were automatically retained by the company at $26.04 each (Code “F”), constituting a non-market disposition rather than a sale. After these transactions Mr. Ponrt directly owns 141,907 Groupon shares; derivative holdings decline by the same amount. This Form 4/A merely adds the tax-withholding entry that was omitted from the original 06/23/2025 filing—no economic terms have changed.
Groupon CFO Jiri Ponrt reported multiple transactions involving Performance Share Units (PSUs) on June 18, 2025:
- Acquired 40,968 shares of common stock through PSU conversion at $0, resulting in direct ownership of 198,336 shares
- Disposition of 40,968 PSUs upon conversion to common stock
- Forfeiture of 2,157 PSUs due to 5% reduction under vesting-modifier performance metric
- New grant of 2,157 PSUs with performance conditions for 2025-2027 period
The PSUs vest based on stock price hurdles over three-year performance periods and continued service conditions. Vesting occurs upon certification by the compensation committee. The transactions demonstrate ongoing executive compensation alignment with company performance metrics.