Jiri Ponrt - Aug 11, 2025 Form 4 Insider Report for Groupon, Inc. (GRPN)

Role
Chief Financial Officer
Signature
/s/ Kevin McCormick, by Power of Attorney
Stock symbol
GRPN
Transactions as of
Aug 11, 2025
Transactions value $
-$574,779
Form type
4
Date filed
8/13/2025, 04:58 PM
Previous filing
Aug 1, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Ponrt Jiri Chief Financial Officer 35 W. WACKER, FLOOR 25, CHICAGO /s/ Kevin McCormick, by Power of Attorney 2025-08-13 0001973423

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRPN Common Stock Options Exercise $0 +41K +24.67% $0.00 207K Aug 11, 2025 Direct
transaction GRPN Common Stock Tax liability -$575K -18.1K -8.77% $31.67 189K Aug 11, 2025 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 $0 -41K -9.39% $0.00 396K Aug 11, 2025 Common Stock 41K Direct F2, F3
transaction GRPN Performance Share Units Options Exercise $0 -2.16K -0.55% $0.00 393K Aug 11, 2025 Common Stock 2.16K Direct F2, F4
transaction GRPN Performance Share Units Award $0 +2.16K +50% $0.00 6.47K Aug 11, 2025 Common Stock 2.16K 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 by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.
F2 Each performance stock unit represents a contingent right to receive one share of Common Stock.
F3 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.
F4 Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.
F5 This grant was approved by the compensation committee of the board of directors of the Issuer on August, 11 2025. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the remediation of material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and achievement of continued service conditions measured on each of 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.