Jiri Ponrt - 11 Aug 2025 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role: Chief Financial Officer
Signature: /s/ Kevin McCormick, by Power of Attorney
Issuer symbol: GRPN
Transactions as of: 11 Aug 2025
Net transactions value: -$574,779
Form type: 4
Filing time: 13 Aug 2025, 16:58:25 UTC
Previous filing: 01 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/ Kevin McCormick, by Power of Attorney	13 Aug 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	+25%	$0.000000	207,044	11 Aug 2025	Direct
transaction	GRPN	Common Stock	Tax liability	$574,779	-18,149	-8.8%	$31.67	188,895	11 Aug 2025	Direct	F1

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	-9.4%	$0.000000	395,513	11 Aug 2025	Common Stock	40,968		Direct	F2, F3
transaction	GRPN	Performance Share Units	Options Exercise	$0	-2,157	-0.55%	$0.000000	393,356	11 Aug 2025	Common Stock	2,157		Direct	F2, F4
transaction	GRPN	Performance Share Units	Award	$0	+2,157	+50%	$0.000000	6,471	11 Aug 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	This grant was approved by the compensation committee of the board of directors of the Issuer on August, 11 2025. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the remediation of material weakness 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.