Groupon, Inc. Schedule 13G/A: Continental General Insurance Company and affiliated entities report beneficial ownership of 3,620,590 shares of Groupon common stock as of the close of business on March 31, 2026. The filing states this equals approximately 8.9% of the outstanding shares based on 40,743,491 shares outstanding as of March 6, 2026. The reporting group consists of CGIC, Continental Insurance Group, Ltd., Continental General Holdings LLC and Michael Gorzynski, who is identified as Manager and may be deemed to beneficially own the shares through the group relationships disclosed.
Positive
None.
Negative
None.
Insights
Disclosure clarifies a near-9% passive stake held via an insurance-affiliated group.
The filing lists 3,620,590 shares beneficially owned by Continental General Insurance Company and attributed to related entities and Mr. Gorzynski as of 03/31/2026. The percentage calculation references 40,743,491 shares outstanding as of 03/06/2026.
Key dependencies include the group relationship between CGIC, CIG, CGH and Mr. Gorzynski and the voting/dispositive power entries showing shared voting and dispositive power of 3,620,590. Subsequent amendments or additional filings could change reported ownership levels.
Schedule 13G/A reports attribution, not transactional intent.
The statement classifies beneficial ownership and attributes the same share block across four related reporting persons, reflecting shared voting and dispositive power rather than sole control. The filing references an Exhibit for group identification filed previously.
Material items to watch in future filings are any Form 4s or Schedule 13D/A that would indicate active acquisitions, changes in voting power, or a different ownership purpose; timing not specified in this excerpt.
Key Figures
Shares beneficially owned:3,620,590 sharesPercent of class:8.9%Shares outstanding referenced:40,743,491 shares
3 metrics
Shares beneficially owned3,620,590 sharesBeneficial ownership reported as of March 31, 2026
Percent of class8.9%Percent of 40,743,491 shares outstanding as of March 6, 2026
Shares outstanding referenced40,743,491 sharesShares outstanding as reported in the Issuer's Form 10-K (as of March 6, 2026)
"If a group has filed this schedule pursuant to 1(b)(1)(ii)(J), so indicate"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficially ownedfinancial
"CGIC directly beneficially owned 3,620,590 shares of Common Stock"
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.
Shared dispositive powerregulatory
"Shared Dispositive Power 3,620,590.00"
CUSIPmarket
"CUSIP No.: 399473206"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Groupon, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
399473206
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
399473206
1
Names of Reporting Persons
CONTINENTAL GENERAL INSURANCE CO
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,620,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,620,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,620,590.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
399473206
1
Names of Reporting Persons
Continental Insurance Group, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,620,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,620,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,620,590.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
399473206
1
Names of Reporting Persons
Continental General Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MICHIGAN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,620,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,620,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,620,590.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
399473206
1
Names of Reporting Persons
Gorzynski Michael
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,620,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,620,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,620,590.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Groupon, Inc.
(b)
Address of issuer's principal executive offices:
35 W. WACKER, FLOOR 25, CHICAGO, IL, 60601
Item 2.
(a)
Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
Continental General Insurance Company ("CGIC"),
Continental Insurance Group, Ltd. ("CIG"),
Continental General Holdings LLC ("CGH"), and
Michael Gorzynski ("Mr. Gorzynski").
(b)
Address or principal business office or, if none, residence:
The address of the principal office for Mr. Gorzynski is 595 Madison Avenue, 30th Floor, New York, NY 10022. The principal business address for each of CGIC, CIG and CGH is 11001 Lakeline Blvd., Ste. 120, Austin, TX 78717.
(c)
Citizenship:
CGH is a Michigan limited liability company. CIG is a Delaware corporation. CGIC is a Texas domiciled life and health insurance company. Mr. Gorzynski is a citizen of the United States and Poland.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
399473206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on March 31, 2026:
(i) CGIC directly beneficially owned 3,620,590 shares of Common Stock, par value $0.0001 per share, of the Issuer (the "Shares").
(ii) As the sole owner of CGIC, CIG may be deemed to beneficially own the 3,620,590 Shares beneficially owned by CGIC.
(iii) As the sole owner of CIG, CGH may be deemed to beneficially own the 3,620,590 Shares beneficially owned by CGIC.
(iv) As Manager of CGH, Mr. Gorzynski may be deemed to beneficially own the 3,620,590 Shares beneficially owned by CGIC.
(b)
Percent of class:
The following percentages are based on 40,743,491 Shares outstanding as of March 6, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2026.
As of the close of business on March 31, 2026:
(i) CGIC may be deemed to own approximately 8.9% of the outstanding Shares;
(ii) CIG may be deemed to beneficially own approximately 8.9% of the outstanding Shares;
(iii) CGH may be deemed to beneficially own approximately 8.9% of the outstanding Shares; and
(iv) Mr. Gorzynski may be deemed to beneficially own approximately 8.9% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on March 21, 2025.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
