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Dusan Senkypl and Pale Fire Capital (GRPN) disclose 34.1% Groupon ownership

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Groupon’s largest shareholder group has updated its ownership disclosure. Pale Fire Capital entities report beneficial ownership of 10,181,070 Groupon common shares, or about 26.2% of the company, based on 38,798,840 shares outstanding as of April 3, 2026.

Chairman and CEO Dusan Senkypl is reported to beneficially own 14,380,428 shares, or 34.1% of the company, including 4,199,358 shares held directly and additional shares held through Pale Fire Capital structures and equity awards. Pale Fire Capital SICAV acquired 10,180,970 shares for approximately $87.46 million, while options exercised by Senkypl had an aggregate purchase price of $2.63 million. The amendment also details multiple tranches of performance stock units and deferred stock units that vested through March 2026, increasing Senkypl’s equity-based exposure.

Positive

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Insights

Pale Fire Capital and CEO Dusan Senkypl disclose concentrated control of Groupon shares.

The filing shows Pale Fire Capital structures collectively beneficially owning 10,181,070 Groupon shares, or 26.2% of the adjusted share count. Including direct and derivative holdings, Dusan Senkypl is deemed to beneficially own 14,380,428 shares, or 34.1%.

These positions combine fund holdings with stock options, performance stock units and deferred stock units tied to Senkypl’s leadership roles. Several PSU awards vested in May 2025, June 2025 and August 2025, with additional PSUs vesting in March 2026, further aligning his incentive structure with equity performance.

The filing emphasizes that various entities and individuals may be deemed to share beneficial ownership while expressly disclaiming ownership beyond directly held securities. Future company disclosures will clarify how this concentrated stake interacts with Groupon’s broader governance and strategic decisions.

PFC SICAV shares 10,180,970 shares Directly beneficially owned by Pale Fire Capital SICAV a.s.
PFC SICAV purchase price $87,459,241 Aggregate cost of 10,180,970 shares, excluding commissions
Pale Fire Capital total shares 10,181,070 shares Beneficially owned by Pale Fire Capital and affiliates
Senkypl direct holdings 4,199,358 shares Includes options, PSUs and DSUs within 60 days
Senkypl total beneficial ownership 14,380,428 shares Deemed beneficially owned, 34.1% of adjusted shares
Options exercise cost $2,625,000 Aggregate purchase price for options exercised by Senkypl
Company share count 38,798,840 shares Shares outstanding as of April 3, 2026
Individual PSU vesting blocks 109,250 shares Shares received by Senkypl per vesting in May, June, August 2025
beneficially owned financial
"The aggregate purchase price of the 10,180,970 Shares beneficially owned by PFC SICAV is approximately..."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
performance stock units financial
"345,000 Shares were acquired upon the vesting of certain performance stock units ("PSUs") awarded to him..."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
deferred stock units financial
"1,594 Shares underlying certain deferred stock units ("DSUs") awarded to him in his capacity as a director..."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
CEO PSU Award Agreement financial
"Mr. Senkypl forfeited 5,750 PSUs pursuant to the terms of the CEO PSU Award Agreement..."
aggregate percentage of Shares financial
"The aggregate percentage of Shares reported owned by each person named herein is based upon 38,798,840 Shares outstanding..."





399473206

(CUSIP Number)
JAN BARTA
PALE FIRE CAPITAL SE, Zatecka 55/14
Josefov, Prague 1, 2N, 110 00
420-777-767-773


RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/28/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D






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SCHEDULE 13D


Pale Fire Capital SICAV a.s.
Signature:/s/ Dusan Senkypl
Name/Title:Dusan Senkypl, Authorized Representative
Date:04/30/2026
Pale Fire Capital investicni spolecnost a.s.
Signature:/s/ Dusan Senkypl
Name/Title:Dusan Senkypl, Board Member
Date:04/30/2026
Pale Fire Capital SE
Signature:/s/ Dusan Senkypl
Name/Title:Dusan Senkypl, Chairman of the Board
Date:04/30/2026
Senkypl Dusan
Signature:/s/ Dusan Senkypl
Name/Title:Dusan Senkypl
Date:04/30/2026
Barta Jan
Signature:/s/ Jan Barta
Name/Title:Jan Barta
Date:04/30/2026