Dusan Senkypl - 12 Mar 2026 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role
CEO, Director, 10%+ Owner
Signature
/s/ Gina M. Chereck as attorney-in-fact for Dusan Senkypl
Issuer symbol
GRPN
Transactions as of
12 Mar 2026
Net transactions value
$0
Form type
4
Filing time
16 Mar 2026, 16:33:34 UTC
Previous filing
30 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Senkypl Dusan CEO, Director, 10%+ Owner JESTRABI 493, OSNICE, JESENICE, CZECH REPUBLIC /s/ Gina M. Chereck as attorney-in-fact for Dusan Senkypl 16 Mar 2026 0001922405

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRPN Common Stock Options Exercise +5,750 +0.74% $0.000000* 778,761 12 Mar 2026 Direct
transaction GRPN Common Stock Options Exercise +5,750 +0.74% $0.000000* 784,511 12 Mar 2026 Direct
transaction GRPN Common Stock Options Exercise +5,750 +0.73% $0.000000* 790,261 12 Mar 2026 Direct
holding GRPN Common Stock 10,180,970 12 Mar 2026 By Pale Fire Capital SICAV a.s. F1
holding GRPN Common Stock 100 12 Mar 2026 By Pale Fire Capital SE 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 -5,750 -33% $0.000000* 11,500 12 Mar 2026 Common Stock 5,750 Direct F3, F4
transaction GRPN Performance Share Units Options Exercise -5,750 -50% $0.000000* 5,750 12 Mar 2026 Common Stock 5,750 Direct F3, F5
transaction GRPN Performance Share Units Options Exercise -5,750 -100% $0.000000* 0 12 Mar 2026 Common Stock 5,750 Direct F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities directly owned by Pale Fire Capital SICAV a.s. ("PFC SICAV"). Pale Fire Capital SE, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV.
F2 Represents securities directly owned by Pale Fire Capital SE. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE.
F3 Each performance share unit ("PSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.
F4 These PSUs were granted by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on May 12, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.
F5 These PSUs were granted by the Committee on June 18, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.
F6 These PSUs were granted by the Committee on August 11, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

Remarks:

Exhibit 24 - Power of Attorney