Rana Kashyap - 01 Sep 2025 Form 3 Insider Report for Groupon, Inc. (GRPN)

Role
Chief Financial Officer
Signature
/s/ Kevin McCormick, by Power of Attorney
Issuer symbol
GRPN
Transactions as of
01 Sep 2025
Net transactions value
$0
Form type
3
Filing time
18 Sep 2025, 16:26:38 UTC
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kashyap Rana Chief Financial Officer 35 W. WACKER, FLOOR 25, CHICAGO /s/ Kevin McCormick, by Power of Attorney 18 Sep 2025 0001670021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GRPN Common Stock 148,000 01 Sep 2025 Direct
holding GRPN Common Stock 15,000 01 Sep 2025 By custodial account for child F1
holding GRPN Common Stock 10,000 01 Sep 2025 By custodial account for child 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
holding GRPN Performance Share Units 01 Sep 2025 Common Stock 236,016 Direct F2, F3
holding GRPN Performance Share Units 01 Sep 2025 Common Stock 174,243 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares held in a custodial account for the benefit of the Reporting Person's child. The Reporting Person is the custodian of such account. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F2 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.
F3 Each performance stock unit represents a contingent right to receive one share of Common Stock.
F4 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, 2025, and ending on May 1, 2028; and achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.

Remarks:

This Form 3 is being filed late due to an unanticipated delay in establishing the Reporting Person's Edgar filing codes.