Groupon, Inc. — Director's Dealing 2025

Aug 13, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2025-08-11

Reporting Person: Senkypl Dusan (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-08-11	Common Stock	M	109250	—	Acquired	773011	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-08-11	Performance Share Units	$	M	109250	Disposed		Common Stock (109250)	Direct
2025-08-11	Performance Share Units	$	M	5750	Disposed		Common Stock (5750)	Direct
2025-08-11	Performance Share Units	$	A	5750	Acquired		Common Stock (5750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10180970	Indirect
Common Stock	100	Indirect

Footnotes

F1: Represents securities directly owned by PFC SICAV. Pale Fire Capital, 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, 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, may be deemed to beneficially own the securities directly owned by PFC SICAV.

F2: Represents securities directly owned by Pale Fire Capital. Mr. Barta, as a control person and Chairman of the supervisory board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital. Mr. Senkypl, as a control person and Chairman of the board of Pale Fire Capital, may be deemed to beneficially own the securities directly owned by Pale Fire Capital.

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, 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.

F5: Reflects forfeiture of 5,750 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.

F6: This grant was approved by the compensation committee of the board of directors of the Issuer on Aug 11, 2025. The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon the remediation of material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and achievement of continued service conditions measured on each of 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.