SEC Form 4 · accession 0001670021-26-000004
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rana Kashyap
Officer — Chief Financial Officer
Period of report
Jul 30, 2026
Accepted (ET)
Aug 3, 2026 · 6:54 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001490281
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 30, 2026 | M | 14,374 | $0.00 | A | 204,026 | D | |
| Common StockF1 | Jul 30, 2026 | F | 6,661 | $27.89 | D | 197,365 | D | |
| Common StockF2 | holding | — | — | — | 15,000 | I | By custodial account for child | |
| Common StockF2 | holding | — | — | — | 10,000 | I | By custodial account for child |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF3,F4 | — | Jul 30, 2026 | M | 14,374 | D | — | — | Common Stock | 14,374 | 159,869 | D |
Explanation of responses
- F1Shares 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.
- F2Represents 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.
- F3Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.
- F4The number of shares of common stock that will be acquired on vesting of the PSUs is contingent upon: (1) the achievement of pre-established stock price hurdles over a three-year performance period beginning on May 1, 2025, and ending on May 1, 2028; and (2) the achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028. The PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On July 30, 2026, the Committee certified that the first pre-established stock price hurdle and the continued service condition measured as of May 1, 2026 have both been achieved, and 14,374 PSUs vested on July 30, 2026.