SEC Form 4 · accession 0001974947-26-000006

Groupon, Inc. · GRPN

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

Reporting owner

Officer — Chief Accounting Officer

Period of report

Jul 30, 2026

Accepted (ET)

Aug 3, 2026 · 6:57 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	4,950	$0.00	A	35,917	D
Common Stock^F1	Jul 30, 2026	F	2,045	$27.89	D	33,872	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Units^F2,F3	—	Jul 30, 2026	M	4,950	D	—	—	Common Stock	4,950	55,050	D

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.
F2Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.
F3The 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 4,950 PSUs vested on July 30, 2026.