Groupon, Inc. — Director's Dealing 2025

Sep 18, 2025

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2025-09-01

Reporting Person: Kashyap Rana (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	148000	Direct
Common Stock	15000	Indirect
Common Stock	10000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Units	$		Common Stock (236016)		Direct
Performance Share Units	$		Common Stock (174243)		Direct

Footnotes

F1: Represents 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.

F2: 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.

F3: Each performance stock unit represents a contingent right to receive one share of Common Stock.

F4: 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, 2025, and ending on May 1, 2028; and achievement of continued service conditions measured on each of May 1, 2026, May 1, 2027, and May 1, 2028. The performance shares shall vest immediately upon certification of the achievement of both conditions by the compensation committee of the Issuer.