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

Role
Chief Operating Officer
Signature
/s/ Gina M. Chereck as attorney-in-fact for Jiri Ponrt
Issuer symbol
GRPN
Transactions as of
12 Mar 2026
Net transactions value
$0
Form type
4
Filing time
16 Mar 2026, 16:28:09 UTC
Previous filing
13 Aug 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Ponrt Jiri Chief Operating Officer 35 W. WACKER, FLOOR 25, CHICAGO /s/ Gina M. Chereck as attorney-in-fact for Jiri Ponrt 16 Mar 2026 0001973423

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRPN Common Stock Options Exercise +2,157 +1.1% $0.000000* 191,052 12 Mar 2026 Direct
transaction GRPN Common Stock Tax liability -1,070 -0.56% $9.66* 189,982 12 Mar 2026 Direct F1
transaction GRPN Common Stock Options Exercise +2,157 +1.1% $0.000000* 192,139 12 Mar 2026 Direct
transaction GRPN Common Stock Tax liability -1,070 -0.56% $9.66* 191,069 12 Mar 2026 Direct F1
transaction GRPN Common Stock Options Exercise +2,157 +1.1% $0.000000* 193,226 12 Mar 2026 Direct
transaction GRPN Common Stock Tax liability -1,070 -0.55% $9.66* 192,156 12 Mar 2026 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 -2,157 -33% $0.000000* 4,314 12 Mar 2026 Common Stock 2,157 Direct F2, F3
transaction GRPN Performance Share Units Options Exercise -2,157 -50% $0.000000* 2,157 12 Mar 2026 Common Stock 2,157 Direct F2, F4
transaction GRPN Performance Share Units Options Exercise -2,157 -100% $0.000000* 0 12 Mar 2026 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 to satisfy the mandatory tax withholding requirement upon the vesting of performance share units ("PSUs"). This is not an open market sale of securities.
F2 Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.
F3 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.
F4 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.
F5 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