Jiri Ponrt - 01 May 2026 Form 4 Insider Report for Groupon, Inc. (GRPN)

Reporting relationship: Chief Operating Officer
Issuer ticker: GRPN
Reported as of: 01 May 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 May 2026, 20:11:06 UTC
Prior SEC filing: 16 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Gina M. Chereck as attorney-in-fact for Jiri Ponrt

Key filing fact

Jiri Ponrt filed Form 4 for Groupon, Inc. (GRPN) on 05 May 2026.

Key facts

This page summarizes Jiri Ponrt's Form 4 filing for Groupon, Inc. (GRPN).
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 05 May 2026, 20:11.

Change

Previous filing in this sequence was filed on 16 Mar 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001973423 Primary reporting owner

Ponrt Jiri

Relationship: Chief Operating Officer
Address: 35 W. WACKER, FLOOR 25, CHICAGO
Signature: /s/ Gina M. Chereck as attorney-in-fact for Jiri Ponrt
Signature date: 05 May 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GRPN transaction

Common Stock

Options Exercise

Transaction value
Shares: +129,375
Change %: +67%
Price: $0.000000^*
Shares after: 321,531
Date: 01 May 2026
Ownership: Direct

GRPN transaction

Common Stock

Tax liability

Transaction value
Shares: -57,315
Change %: -18%
Price: $14.89^*
Shares after: 264,216
Date: 01 May 2026
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GRPN transaction Derivative

Performance Share Units

Options Exercise

Transaction value
Shares: -129,375
Change %: -33%
Price: $0.000000^*
Shares after: 263,981
Date: 01 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 129,375
Exercise price
Footnotes: F2, F3

GRPN transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares: +17,419
Change %
Price: $0.000000^*
Shares after: 17,419
Date: 01 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 17,419
Exercise price
Footnotes: F4, F5

GRPN transaction Derivative

Performance Share Units

Award

Transaction value
Shares: +17,419
Change %
Price: $0.000000^*
Shares after: 17,419
Date: 01 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 17,419
Exercise price
Footnotes: F2, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote F2

Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

Footnote F3

The number of shares of Common Stock that will be acquired upon the vesting of the PSUs 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 PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors.

Footnote F4

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock.

Footnote F5

The RSUs will vest in three equal tranches (one third on each of May 1, 2027, May 1, 2028, and May 1, 2029), subject to continued service and a year-end performance review modifier of 0% to 300% per tranche.

Footnote F6

The number of shares of Common Stock that will be acquired upon the vesting of the PSUs is contingent upon the Company's relative TSR vs. Russell 2000 Index over a three-year performance period (May 1, 2026 to May 1, 2029). The PSUs will cliff vest on May 1, 2029, ranging from 0% (at or below 50th percentile) to 300% (at or above 90th percentile). In the event of negative TSR, payout is capped at 100%.