SEC Form 4 · accession 0001922405-26-000009

Groupon, Inc. · GRPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dusan Senkypl

Officer — CEO · Director · 10% Owner

Period of report

Jun 11, 2026

Accepted (ET)

Jun 12, 2026 · 6:59 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	Jun 11, 2026	A	3,062,500	$6.00	A	4,197,764	D
Common Stock^F1	Jun 11, 2026	F	1,347,185	$16.54	D	2,850,579	D
Common Stock^F2	holding	—	—		—	10,180,970	I	By Pale Fire Capital SICAV a.s.
Common Stock^F3	holding	—	—		—	100	I	By Pale Fire Capital SE

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Nonqualified Stock Options (right to buy)^F4,F5	$6.00	Jun 11, 2026	M	3,062,500	D	—	Jun 15, 2026	Common Stock	3,062,500	0	D

Explanation of responses

F1Represents 1,110,943.375 shares withheld to cover the exercise price of Groupon, Inc. (the "Issuer") Common Stock, and 236,241.625 shares withheld to satisfy the mandatory tax withholding requirements, resulting in a net settlement of 1,715,315 shares. This is not an open market sale of securities.
F2Represents securities directly owned by Pale Fire Capital SICAV a.s. ("PFC SICAV"). Pale Fire Capital SE, as the controlling person and sole shareholder of PFC SICAV, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by PFC SICAV.
F3Represents securities directly owned by Pale Fire Capital SE. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital SE, may be deemed to beneficially own the securities directly owned by Pale Fire Capital SE.
F4On March 30, 2023 (the "Grant Date"), the Issuer granted Mr. Senkypl nonqualified stock options (the "Stock Options") to purchase shares of Common Stock at a per share exercise price of $6.00 under the Issuer's 2011 Incentive Plan, as amended (the "Plan"). A majority vote of the Issuer's stockholders subsequently approved an amendment to the Plan at the Issuer's 2023 Annual Meeting of Stockholders, pursuant to which the Stock Options would vest and be exercised prior to the first anniversary of the Grant Date. Accordingly, one eighth (1/8th) of the Stock Options vested on June 30, 2023 and the remainder vested in substantially equal quarterly installments over the next seven (7) quarters. As of December 31, 2025, all 3,062,500 options were fully vested.
F5The Stock Options have a contractual expiration date of March 30, 2026. Pursuant to the terms of the Plan, if the expiration date of an option falls during a blackout period, the expiration date is automatically extended until 30 calendar days after the end of such blackout period. As the contractual expiration date of March 30, 2026 fell during a blackout period, the Stock Options remained exercisable until June 15, 2026.