Jiri Ponrt - 18 Jun 2025 Form 4/A - Amendment Insider Report for Groupon, Inc. (GRPN)

Role: Chief Financial Officer
Signature: /s/ Dylan Blommaert, by Power of Attorney
Issuer symbol: GRPN
Transactions as of: 18 Jun 2025
Net transactions value: -$622,067
Form type: 4/A - Amendment
Filing time: 01 Aug 2025, 16:12:23 UTC
Date Of Original Report: 23 Jun 2025
Previous filing: 04 Jun 2025
Next filing: 13 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Ponrt Jiri	Chief Financial Officer	35 W. WACKER, FLOOR 25, CHICAGO	/s/ Dylan Blommaert, by Power of Attorney	01 Aug 2025	0001973423

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Tax liability	$622,067	-16,799	-9.2%	$37.03	166,076	18 Jun 2025	Direct	F1
transaction	GRPN	Common Stock	Options Exercise	$0	+40,968	+29%	$0.000000	182,875	18 Jun 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	GRPN	Performance Share Units	Options Exercise	$0	-40,968	-8.5%	$0.000000	438,638	18 Jun 2025	Common Stock	40,968	Direct	F2, F3
transaction	GRPN	Performance Share Units	Options Exercise	$0	-2,157	-0.49%	$0.000000	436,481	18 Jun 2025	Common Stock	2,157	Direct	F2, F4
transaction	GRPN	Performance Share Units	Award	$0	+2,157	+100%	$0.000000	4,314	18 Jun 2025	Common Stock	2,157	Direct	F2, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.
F2	Each performance stock unit represents a contingent right to receive one share of Common Stock.
F3	The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2024, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2025, May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.
F4	Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.
F5	The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon performance thresholds over a two year performance period beginning on May 1, 2025, and ending on May 1, 2027; and achievement of continued service conditions measured on each of May 1, 2026, and May 1, 2027. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer

Remarks:

This Form 4/A is being filed to amend the original Form 4 filed on June 23, 2025, to correct the following: 1. In Table I, to include the shares withheld by the issuer to satisfy the mandatory tax withholding requirement. 2. In Table I, to update the amount of Securities Beneficially Owned Following Reported Transaction(s).