SEC Form 4 · accession 0002146717-26-000004
Groupon, Inc. · GRPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aditya Vikram Rajkumar
Officer — Chief Operating Officer
Period of report
Aug 3, 2026
Accepted (ET)
Aug 5, 2026 · 6:50 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001490281
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Aug 3, 2026 | A | 77,500 | A | — | — | Common Stock | 77,500 | 77,500 | D |
| Performance Share UnitsF3,F4 | — | Aug 3, 2026 | A | 77,500 | A | — | — | Common Stock | 77,500 | 77,500 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. (the "Company" or "Issuer") common stock.
- F2The 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.
- F3Each performance share unit ("PSU") represents a contingent right to receive one share of Issuer common stock.
- F4The 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%. The Compensation Committee will adjust the TSR calculation to neutralize the impact of any liquidity event (including a sale, transfer, or public offering) or revaluation of the Company's equity interest in SumUp Holdings, S.a.r.l. during the performance period.