Groupon, Inc. — Director's Dealing 2025

Jun 24, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Groupon, Inc. (GRPN)
CIK: 0001490281
Period of Report: 2025-06-18

Reporting Person: Ponrt Jiri (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-06-18	Common Stock	M	40968	—	Acquired	198336	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-06-18	Performance Share Units	$	M	40968	Disposed		Common Stock (40968)	Direct
2025-06-18	Performance Share Units	$	M	2157	Disposed		Common Stock (2157)	Direct
2025-06-18	Performance Share Units	$	A	2157	Acquired		Common Stock (2157)	Direct

Footnotes

F1: Each performance stock unit represents a contingent right to receive one share of Common Stock.

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: Reflects forfeiture of 2,157 PSUs originally granted May 1, 2024, due to the 5% reduction under the vesting-modifier performance metric.

F4: The number of shares of Common Stock that will be acquired on vesting of the performance shares is contingent upon performance thresholds 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.