Jiri Ponrt - 12 May 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: 12 May 2025
Net transactions value: -$402,604
Form type: 4/A - Amendment
Filing time: 01 Aug 2025, 16:12:56 UTC
Date Of Original Report: 14 May 2025
Previous filing: 14 Jun 2024
Next filing: 04 Jun 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	30 Jul 2025	0001973423

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GRPN	Common Stock	Options Exercise	$0	+40,968	+35%	$0.000000	157,368	12 May 2025	Direct	F1
transaction	GRPN	Common Stock	Tax liability	$402,604	-15,461	-9.8%	$26.04	141,907	12 May 2025	Direct	F2

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GRPN	Performance Share Units	Options Exercise	$0	-40,968	-7.8%	$0.000000	481,763	12 May 2025	Common Stock	40,968		Direct	F1, F3
transaction	GRPN	Performance Share Units	Options Exercise	$0	-2,157	-0.45%	$0.000000	479,606	12 May 2025	Common Stock	2,157		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	On May 12, 2025, the compensation committee of the board of directors of the Issuer determined that the performance criteria had been met, resulting in the vesting of these shares. The performance share units reported on this line were credited due to a performance metric related to the achievement of a preestablished stock price hurdle for the one-year performance period ending May 2, 2025.
F2	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.
F3	Each performance share unit represents a contingent right to receive one share of Common Stock.
F4	Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.

Remarks:

This Form 4/A is being filed to amend the original Form 4 filed on June 23, 2025, in Table I, to include the shares withheld by the issuer to satisfy the mandatory tax withholding requirement.