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Groupon, Inc. — Director's Dealing 2025
Aug 13, 2025
32275_dirs_2025-08-13_a43c9c66-9c37-488f-ba40-b3145b8e150d.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2025-08-11
Reporting Person: Ponrt Jiri (Chief Financial Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-08-11 | Common Stock | M | 40968 | — | Acquired | 207044 | Direct |
| 2025-08-11 | Common Stock | F | 18149 | $31.67 | Disposed | 188895 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-08-11 | Performance Share Units | $ | M | 40968 | Disposed | Common Stock (40968) | Direct | |
| 2025-08-11 | Performance Share Units | $ | M | 2157 | Disposed | Common Stock (2157) | Direct | |
| 2025-08-11 | Performance Share Units | $ | A | 2157 | Acquired | Common Stock (2157) | Direct |
Footnotes
F1: Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.
F2: Each performance stock unit represents a contingent right to receive one share of Common Stock.
F3: 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.
F4: Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.
F5: This grant was approved by the compensation committee of the board of directors of the Issuer on August, 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.