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

Reporting relationship: Chief Financial Officer
Issuer ticker: GRPN
Reported as of: 01 May 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 May 2026, 20:13:49 UTC
Prior SEC filing: 18 Sep 2025
Source filing: View source filing
Reporting owner signature: /s/ Gina M. Chereck as attorney-in-fact for Rana Kashyap

Key filing fact

Rana Kashyap filed Form 4 for Groupon, Inc. (GRPN) on 05 May 2026.

Key facts

This page summarizes Rana Kashyap's Form 4 filing for Groupon, Inc. (GRPN).
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 05 May 2026, 20:13.

Change

Previous filing in this sequence was filed on 18 Sep 2025.
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 0001670021 Primary reporting owner

Kashyap Rana

Relationship: Chief Financial Officer
Address: 35 W. WACKER, FLOOR 25, CHICAGO
Signature: /s/ Gina M. Chereck as attorney-in-fact for Rana Kashyap
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: +77,625
Change %: +52%
Price: $0.000000^*
Shares after: 225,625
Date: 01 May 2026
Ownership: Direct

GRPN transaction

Common Stock

Tax liability

Transaction value
Shares: -35,973
Change %: -16%
Price: $14.89^*
Shares after: 189,652
Date: 01 May 2026
Ownership: Direct
Footnotes: F1

GRPN holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 15,000
Date: 01 May 2026
Ownership: By custodial account for child
Footnotes: F2

GRPN holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 10,000
Date: 01 May 2026
Ownership: By custodial account for child
Footnotes: F2

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: -77,625
Change %: -33%
Price: $0.000000^*
Shares after: 158,391
Date: 01 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 77,625
Exercise price
Footnotes: F3, F4

GRPN transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares: +63,870
Change %
Price: $0.000000^*
Shares after: 63,870
Date: 01 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 63,870
Exercise price
Footnotes: F5, F6

GRPN transaction Derivative

Performance Share Units

Award

Transaction value
Shares: +63,870
Change %
Price: $0.000000^*
Shares after: 63,870
Date: 01 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 63,870
Exercise price
Footnotes: F3, F7

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 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

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.

Footnote F3

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

Footnote F4

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 F5

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

Footnote F6

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 F7

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%.

SEC remarks

Exhibit 24 - Power of Attorney