Form 4 for GRPN Groupon, Inc.
Accepted 2026-05-05 20:11:06 ET · period of report 2026-05-01 · accession 0001973423-26-000005 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2026-05-05 20:11 | 2026-05-01 | GRPN | Ponrt Jiri | COO | M - OptEx | $0.00 | +129.4K | 321.5K | +67% | $0 |
| D | 2026-05-05 20:11 | 2026-05-01 | GRPN | Ponrt Jiri | COO | F - Tax | $14.89 | -57.3K | 264.2K | -18% | -$853.4K |
| D | 2026-05-05 20:11 | 2026-05-01 | GRPN | Ponrt Jiri | COO | M - OptEx | $0.00 | -129.4K | 264.0K | -33% | $0 |
| DM | 2026-05-05 20:11 | 2026-05-01 | GRPN | Ponrt Jiri | COO | A - Grant | $0.00 | +34.8K | 17.4K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2026-05-01 | M | A | 129,375 | $0.00 | 321,531 | D | — | — | |
| 2 | Common | Common Stock | 2026-05-01 | F | D | 57,315 | $14.89 | 264,216 | D | — | — | (F1) Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of performance share units ("PSUs"). This is not an open market sale of securities. |
| 3 | Derivative | Performance Share Units | 2026-05-01 | M | D | 129,375 | $0.00 | 263,981 | D | — · — to — | 129,375 Common Stock | (F2) Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock. (F3) The number of shares of Common Stock that will be acquired upon the vesting of the PSUs 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 PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors. (F3) The number of shares of Common Stock that will be acquired upon the vesting of the PSUs 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 PSUs shall vest immediately upon certification of the achievement of both conditions by the Compensation Committee of the Issuer's Board of Directors. |
| 4 | Derivative | Restricted Stock Units | 2026-05-01 | A | A | 17,419 | $0.00 | 17,419 | D | — · — to — | 17,419 Common Stock | (F4) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock. (F5) The 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. (F5) The 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. |
| 5 | Derivative | Performance Share Units | 2026-05-01 | A | A | 17,419 | $0.00 | 17,419 | D | — · — to — | 17,419 Common Stock | (F2) Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock. (F6) The 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%. (F6) The 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%. |