[SCHEDULE 13G/A] Groupon, Inc. Amended Passive Investment Disclosure
Groupon holder reports 6.5% ownership stake
Groupon, Inc. has a significant shareholder group led through Continental General Insurance Company and affiliated entities, including Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski.
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Groupon, Inc. has a significant shareholder group led through Continental General Insurance Company and affiliated entities, including Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski. As of June 30, 2026, this group beneficially owned 2,479,085 shares of Groupon common stock.
Based on 37,983,980 shares outstanding as of May 4, 2026, the holding represents approximately 6.5% of the outstanding common stock. Voting and dispositive power over these shares is reported as shared among the reporting entities and Gorzynski.
Key Figures
Shares beneficially owned:2,479,085 sharesPercent of class:6.5%Shares outstanding:37,983,980 shares+2 more
5 metrics
Shares beneficially owned2,479,085 sharesGroupon common stock beneficially owned as of June 30, 2026
Percent of class6.5%Ownership percentage of Groupon common stock based on shares outstanding
Shares outstanding37,983,980 sharesGroupon shares outstanding as of May 4, 2026, used for ownership calculation
Shared voting power2,479,085 sharesShares over which reporting persons have shared voting power
Shared dispositive power2,479,085 sharesShares over which reporting persons have shared dispositive power
Key Terms
beneficially own, shared voting power, shared dispositive power, percent of class, +1 more
5 terms
beneficially ownfinancial
"may be deemed to beneficially own the 2,479,085 Shares beneficially owned by CGIC"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared voting powerfinancial
"Shared Voting Power 2,479,085.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 2,479,085.00"
percent of classfinancial
"may be deemed to own approximately 6.5% of the outstanding Shares"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
Schedule 13G/Aregulatory
"a group has filed this schedule pursuant to 1(c) or 1(d)"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much of Groupon (GRPN) stock does the Continental group own?
The Continental group and Michael Gorzynski beneficially own 2,479,085 shares of Groupon common stock, representing approximately 6.5% of the outstanding shares based on 37,983,980 shares outstanding as of May 4, 2026.
Who are the reporting persons in this Groupon (GRPN) Schedule 13G/A?
The reporting persons are Continental General Insurance Company, Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski, who may be deemed to beneficially own the same 2,479,085 Groupon shares through their ownership chain.
What percentage of Groupon (GRPN) does Michael Gorzynski report owning?
Michael Gorzynski may be deemed to beneficially own approximately 6.5% of Groupon’s outstanding common stock, corresponding to 2,479,085 shares, based on 37,983,980 shares outstanding as of May 4, 2026.
As of what date is the Groupon (GRPN) ownership in this filing measured?
The beneficial ownership of 2,479,085 shares of Groupon common stock is stated as of the close of business on June 30, 2026, with the percentage based on 37,983,980 shares outstanding as of May 4, 2026.
How is voting power over Groupon (GRPN) shares held by the Continental group?
The filing reports 0 sole voting power and 2,479,085 shares of shared voting power, as well as 0 sole dispositive power and 2,479,085 shares of shared dispositive power among the reporting persons.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Groupon, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
399473206
(CUSIP Number)
06/30/2026
(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
2,479,085.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,479,085.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,479,085.00
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)
6.5 %
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
2,479,085.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,479,085.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,479,085.00
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)
6.5 %
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
2,479,085.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,479,085.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,479,085.00
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)
6.5 %
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
2,479,085.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,479,085.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,479,085.00
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)
6.5 %
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 June 30, 2026:
(i) CGIC directly beneficially owned 2,479,085 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 2,479,085 Shares beneficially owned by CGIC.
(iii) As the sole owner of CIG, CGH may be deemed to beneficially own the 2,479,085 Shares beneficially owned by CGIC.
(iv) As Manager of CGH, Mr. Gorzynski may be deemed to beneficially own the 2,479,085 Shares beneficially owned by CGIC.
(b)
Percent of class:
The following percentages are based on 37,983,980 Shares outstanding as of May 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 May 7, 2026.
As of the close of business on June 30, 2026:
(i) CGIC may be deemed to own approximately 6.5% of the outstanding Shares;
(ii) CIG may be deemed to beneficially own approximately 6.5% of the outstanding Shares;
(iii) CGH may be deemed to beneficially own approximately 6.5% of the outstanding Shares; and
(iv) Mr. Gorzynski may be deemed to beneficially own approximately 6.5% 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.
