Pale Fire Capital lifts Groupon stake to about 32%

Groupon, Inc. has an updated ownership report showing that Czech investment group Pale Fire Capital and its principals collectively hold a significant stake.

Rhea-AI Filing Summary

Groupon, Inc. has an updated ownership report showing that Czech investment group Pale Fire Capital and its principals collectively hold a significant stake. Pale Fire Capital SICAV a.s. directly holds 10,180,970 common shares, and its investment manager PFC IS may be deemed to share beneficial ownership of these shares, representing about 25.0% of the 40,665,296 shares outstanding as of August 4, 2026. Pale Fire Capital itself directly owns an additional 100 shares.

Pale Fire Capital, together with PFC SICAV, is attributed an aggregate of 10,181,070 shares, or roughly 25.0% of the company. Director and executive Dusan Senkypl directly holds 2,852,173 shares (including 1,594 deferred stock units), about 7.0% of shares outstanding, and may be deemed to beneficially own a total of 13,033,243 shares, or 32.0%, when Pale Fire Capital’s stake is included. Co-principal Jan Barta is attributed 10,181,070 shares, or 25.0%, through control positions but has no direct holdings.

The amendment details that PFC SICAV’s 10,180,970 shares were acquired for approximately $87,459,241, while Pale Fire Capital’s 100 shares cost about $1,982, all from working capital. It also describes equity compensation to Mr. Senkypl, including vested restricted stock units, performance stock units, and options exercised via a cashless structure at $6.00 per share, resulting in net share issuance after shares were withheld for exercise price and taxes.

Filing Explained

The amendment records completed equity transactions by Dusan Senkypl: on June 11, 2026, he exercised options covering 3,062,500 shares at $6.00 each, with 1,347,185 shares withheld for the exercise price and taxes, leaving 1,715,315 net shares received; on May 1, 2026, vested PSUs delivered 345,003 shares.

Key Figures

Shares outstanding: 40,665,296 shares PFC SICAV direct holdings: 10,180,970 shares Pale Fire Capital aggregate holdings: 10,181,070 shares +5 more

8 metrics

Shares outstanding 40,665,296 shares Common shares outstanding as of August 4, 2026

PFC SICAV direct holdings 10,180,970 shares Directly beneficially owned by Pale Fire Capital SICAV a.s., 25.0% of class

Pale Fire Capital aggregate holdings 10,181,070 shares Attributed to Pale Fire Capital and PFC SICAV, 25.0% of class

Dusan Senkypl aggregate stake 13,033,243 shares Direct and attributed holdings, representing 32.0% of shares outstanding

PFC SICAV purchase cost $87,459,241 Aggregate purchase price for 10,180,970 Groupon shares, excluding commissions

Option exercise size 3,062,500 shares at $6.00 Options exercised by Dusan Senkypl on June 11, 2026

Shares forfeited in cashless exercise 1,347,185 shares Shares withheld for exercise price and tax obligations on June 11, 2026

Net shares from cashless exercise 1,715,315 shares Net Groupon shares received by Dusan Senkypl after cashless option exercise

Key Terms

beneficially owned, cashless exercise, performance stock units, deferred stock units, +2 more

6 terms

beneficially owned financial

"The aggregate purchase price of the 10,180,970 Shares beneficially owned by PFC SICAV"

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.

cashless exercise financial

"1,715,315 of such Shares acquired pursuant to a cashless exercise as further explained"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

performance stock units financial

"690,003 Shares were acquired upon the vesting of certain performance stock units ("PSUs")"

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

"Mr. Senkypl also directly beneficially owns 1,594 Shares underlying certain deferred stock units"

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.

dispositive power financial

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 10,180,970.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

working capital financial

"The Shares beneficially owned directly by PFC SICAV were purchased with working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of Groupon (GRPN) does Pale Fire Capital SICAV directly own?

Pale Fire Capital SICAV directly owns 10,180,970 Groupon shares, representing about 25.0% of the 40,665,296 shares outstanding as of August 4, 2026, based on the company’s latest Form 10-Q.

What is the total Groupon (GRPN) stake attributed to Dusan Senkypl?

Dusan Senkypl may be deemed to beneficially own 13,033,243 Groupon shares, or about 32.0% of shares outstanding. This includes 2,852,173 shares he directly holds plus 10,181,070 shares attributed through Pale Fire Capital entities.

What percentage of Groupon (GRPN) is attributed to Jan Barta?

Jan Barta is attributed 10,181,070 Groupon shares, or approximately 25.0% of shares outstanding, through his control roles at Pale Fire Capital and PFC IS. The filing states he does not directly beneficially own any Groupon shares.

How many Groupon (GRPN) shares are outstanding in this Schedule 13D/A?

The filing uses 40,665,296 Groupon shares outstanding as of August 4, 2026, taken from Groupon’s Form 10-Q filed on August 6, 2026, plus shares underlying certain deferred stock units where applicable for percentage calculations.

What did Pale Fire Capital pay for its Groupon (GRPN) stake?

PFC SICAV’s 10,180,970 Groupon shares were acquired for roughly $87,459,241, excluding brokerage commissions. Pale Fire Capital’s directly owned 100 shares cost about $1,982, also excluding commissions, with purchases funded from working capital.

What equity awards in Groupon (GRPN) did Dusan Senkypl receive and exercise?

Dusan Senkypl received and vested 7,761 RSU shares, 690,003 PSU shares (including 345,003 on May 1, 2026), and exercised options on 3,062,500 shares at $6.00 per share via a cashless exercise, netting 1,715,315 shares after forfeiting 1,347,185 shares for price and taxes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 04:31 PM Accepted by SEC EDGAR 08/10/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)

Groupon, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

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)

08/06/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 399473206

1

Name of reporting person

Pale Fire Capital SICAV a.s.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,180,970.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,180,970.00

11

Aggregate amount beneficially owned by each reporting person

10,180,970.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 399473206

1

Name of reporting person

Pale Fire Capital investicni spolecnost a.s.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,180,970.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,180,970.00

11

Aggregate amount beneficially owned by each reporting person

10,180,970.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 399473206

1

Name of reporting person

Pale Fire Capital SE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,181,070.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,181,070.00

11

Aggregate amount beneficially owned by each reporting person

10,181,070.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.0 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 399473206

1

Name of reporting person

Senkypl Dusan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,852,173.00
8	Shared Voting Power 10,181,070.00
9	Sole Dispositive Power 2,852,173.00
10	Shared Dispositive Power 10,181,070.00

11

Aggregate amount beneficially owned by each reporting person

13,033,243.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

32.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

CUSIP Number(s): 399473206

1

Name of reporting person

Barta Jan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CZECH REPUBLIC

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,181,070.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,181,070.00

11

Aggregate amount beneficially owned by each reporting person

10,181,070.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Groupon, Inc.
(c)	Address of Issuer's Principal Executive Offices: 35 W. WACKER, FLOOR 25, CHICAGO, ILLINOIS , 60601.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares beneficially owned directly by PFC SICAV were purchased with working capital. The aggregate purchase price of the 10,180,970 Shares beneficially owned by PFC SICAV is approximately $87,459,241, excluding brokerage commissions. The Shares beneficially owned directly by Pale Fire Capital were purchased with working capital. The aggregate purchase price of the 100 Shares beneficially owned directly by Pale Fire Capital is approximately $1,982, excluding brokerage commissions. Of the Shares directly owned by Mr. Senkypl, (i) 7,761 Shares were acquired upon the vesting of certain restricted stock units awarded to him in his capacity as a director of the Issuer, (ii) 2,152,815 Shares were acquired pursuant to the exercise of certain options awarded to him in connection with his initial appointment as the Issuer's Interim Chief Executive Officer (as further explained in Amendment No. 11 to the Schedule 13D), with 437,500 of such Shares purchased with personal funds for $2,625,000 and 1,715,315 of such Shares acquired pursuant to a cashless exercise as further explained in Item 6 below, and (iii) 690,003 Shares were acquired upon the vesting of certain performance stock units ("PSUs") awarded to him in connection with his service as Chief Executive Officer of the Issuer (as further explained in Amendment No. 15 to the Schedule 13D). Mr. Senkypl also directly beneficially owns 1,594 Shares underlying certain deferred stock units ("DSUs") awarded to him in his capacity as a director of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 40,665,296 Shares outstanding as of August 4, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, plus the number of Shares underlying certain DSUs held by the Reporting Persons, as applicable. As of the date hereof, PFC SICAV directly beneficially owned 10,180,970 Shares, constituting approximately 25.0% of the Shares outstanding. PFC IS, as the investment manager of PFC SICAV, may be deemed to beneficially own the 10,180,970 Shares beneficially owned directly by PFC SICAV, constituting approximately 25.0% of the Shares outstanding. As of the date hereof, Pale Fire Capital directly beneficially owned 100 Shares, constituting less than 1% of the Shares outstanding. Pale Fire Capital, as the controlling person and sole shareholder of each of PFC SICAV and PFC IS, may be deemed to beneficially own the 10,180,970 Shares beneficially owned directly by PFC SICAV, which, together with the Shares it directly beneficially owns, constitutes an aggregate of 10,181,070 Shares, constituting approximately 25.0% of the Shares outstanding. As of the date hereof, Mr. Senkypl directly beneficially owned 2,852,173 Shares (including 1,594 Shares underlying certain DSUs), constituting approximately 7.0% of the Shares outstanding. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the 10,181,070 Shares beneficially owned in the aggregate by Pale Fire Capital and PFC SICAV, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 13,033,243 Shares, constituting approximately 32.0% of the Shares outstanding. As of the date hereof, Mr. Barta did not directly beneficially own any Shares. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital and Chief Investment Officer of PFC IS, may be deemed to beneficially own the 10,181,070 Shares beneficially owned in the aggregate by Pale Fire Capital and PFC SICAV, constituting approximately 25.0% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c)	Item 5(c) is hereby amended and restated to read as follows: Other than as set forth in Item 6, no Reporting Person has entered into any transactions in securities of the Issuer during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On May 1, 2026, certain PSUs, each of which represents a contingent right to receive one Share, that were previously awarded to Mr. Senkypl vested, resulting in Mr. Senkypl receiving 345,003 Shares. On June 11, 2026, pursuant to the Option Award (as defined and described in Amendment No. 11 to the Schedule 13D), Mr. Senkypl exercised certain options referencing 3,062,500 Shares at an exercise price of $6.00 per Share. In connection therewith, also on June 11, 2026, Mr. Senkypl forfeited 1,347,185 Shares, including 1,110,943.375 Shares withheld to cover the exercise price of the options and 236,241.625 Shares withheld to satisfy mandatory tax withholding requirements. As a result, Mr. Senkypl received a net of 1,715,315 Shares in connection with such cashless exercise of the options.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pale Fire Capital SICAV a.s.

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Authorized Representative
Date:	08/10/2026

Pale Fire Capital investicni spolecnost a.s.

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Board Member
Date:	08/10/2026

Pale Fire Capital SE

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl, Chairman of the Board
Date:	08/10/2026

Senkypl Dusan

Signature:	/s/ Dusan Senkypl
Name/Title:	Dusan Senkypl
Date:	08/10/2026

Barta Jan

Signature:	/s/ Jan Barta
Name/Title:	Jan Barta
Date:	08/10/2026