STOCK TITAN

Pale Fire Capital group (NASDAQ: GRPN) reports 32% beneficial stake in Groupon

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

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.

Positive

  • None.

Negative

  • None.

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.

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
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.

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

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FAQ

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.





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).




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SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


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