Groupon SEC Filings

Groupon director Theodore Leonsis reported compensation-related equity activity with no open-market trades. On June 11, 2026, he exercised 6,685 restricted stock units (RSUs) into an equal number of Groupon common shares as previously granted RSUs fully vested under the Non-Employee Directors' Compensation Plan.

He also received a new grant of 15,116 RSUs on June 11, 2026. These RSUs will vest 100% on June 11, 2027 and, per his election, will settle as Deferred Stock Units, each linked to one share of common stock, upon his separation from Groupon’s board. Following the exercise, he directly holds 225,285 shares of common stock plus 15,116 unvested RSUs.

Groupon, Inc. director Jason Harinstein reported equity-based compensation transactions. On June 11, 2026, he received a grant of 12,349 restricted stock units (RSUs) under Groupon’s Non-Employee Directors' Compensation Plan, which will vest 100% on June 11, 2027.

On the same date, 5,766 RSUs granted on June 11, 2025 fully vested and were exercised into 5,766 shares of Groupon common stock. Each RSU represents a contingent right to receive one share, so these awards function as non-cash stock compensation rather than open-market purchases.

Groupon, Inc. director Robert J. Bass reported equity awards and an option-like conversion that increased his direct stake in the company. On June 11, 2026, he received 13,140 shares of common stock as a grant or award at no cash cost, bringing his direct holdings to 120,990 shares.

On the same date, he also exercised 6,174 restricted stock units into an equal number of common shares, again at a zero exercise price. These RSUs had been granted on June 11, 2025 under Groupon’s Non-Employee Directors' Compensation Plan and fully vested on June 11, 2026.

A new RSU grant was made on June 11, 2026 under the same plan, with 100% of these units scheduled to vest on June 11, 2027. Each RSU represents a contingent right to receive one share of Groupon common stock, linking Bass’s future compensation directly to the company’s share performance.

Groupon, Inc. CEO Dusan Senkypl exercised stock options and settled related taxes, increasing his direct shareholdings. He exercised nonqualified stock options for 3,062,500 shares of Common Stock at an exercise price of $6.00 per share, previously granted under the company’s 2011 Incentive Plan.

To cover the exercise price and mandatory tax withholding, 1,110,943.375 shares were withheld for the exercise cost and 236,241.625 shares were withheld for taxes at $16.54 per share, a total of 1,347,185 shares. The filing notes this was not an open market sale, and the transaction resulted in a net settlement of 1,715,315 shares.

After these transactions, Senkypl directly owns 4,197,764 shares of Groupon Common Stock. Separately, entities Pale Fire Capital SICAV a.s. and Pale Fire Capital SE, which are associated with him, hold 10,180,970 shares and 100 shares of Groupon Common Stock, respectively, as indirect holdings.

Groupon, Inc. appointed Aditya Rajkumar as Chief Operating Officer, effective August 3, 2026. He will oversee Groupon's marketplace and merchant operations and report to CEO Dusan Senkypl.

Rajkumar’s offer includes a $500,000 annual base salary and a 2026 cash bonus target of $150,000 under Groupon’s Annual Bonus Plan, pro-rated from his start date with a minimum 2026 payout of $50,000, subject to Compensation Committee approval and continued employment. He will also receive a cash sign-on bonus of $150,000, paid in three installments of $50,000 between November 2026 and May 2027, contingent on active employment and meeting performance expectations.

Equity compensation totals 155,000 shares under the 2011 Incentive Plan, split equally between enhanced restricted stock units vesting one-third annually over three years and performance stock units that cliff vest based on performance conditions. Rajkumar will be eligible for the Company’s long-term incentive plan, with a minimum May 2027 LTIP award of $500,000, and the Company plans to enter into a Severance Benefit Agreement after his start date.

Groupon, Inc. announced a new restructuring plan to support its strategy to become an AI‑native company, including an overall reduction of up to 400 positions globally by the end of the third quarter 2026, subject to local legal processes. The company expects pre‑tax restructuring charges of $7 to $13 million, mainly for severance, and estimates payroll actions will generate $20 to $25 million in annualized cost savings.

For 2026, Groupon anticipates $10 to $12 million of gross savings and about $5 million of net savings after reinvesting up to half in marketing, AI infrastructure, and talent. Reflecting these actions, full‑year 2026 Adjusted EBITDA guidance is raised from $70 to $75 million to $75 to $80 million. The company is also evaluating additional Project Foundry cost and automation measures through 2027, and its Chief Operating Officer, Jiri Ponrt, has chosen to resign effective July 10, 2026.

Groupon, Inc.’s Chief Accounting Officer Kyle Netzly reported routine equity compensation activity involving restricted stock units (RSUs). On May 20, 2026, 4,267 RSUs vested and were converted into an equal number of common shares. As part of this vesting, 1,911 common shares were withheld to satisfy mandatory tax withholding obligations, at a reference value of $17.32 per share. The company clarifies that this tax withholding is not an open-market sale of securities.

Groupon, Inc. Schedule 13G/A: Continental General Insurance Company and affiliated entities report beneficial ownership of 3,620,590 shares of Groupon common stock as of the close of business on March 31, 2026. The filing states this equals approximately 8.9% of the outstanding shares based on 40,743,491 shares outstanding as of March 6, 2026. The reporting group consists of CGIC, Continental Insurance Group, Ltd., Continental General Holdings LLC and Michael Gorzynski, who is identified as Manager and may be deemed to beneficially own the shares through the group relationships disclosed.

Groupon reported first quarter 2026 results showing largely flat top-line performance but weaker profitability. Global revenue was flat and billings declined 1% year-over-year, while North America Local revenue fell 1% and Local billings grew 2%. International Local revenue rose 10% but Local billings declined 3%, though excluding Giftcloud, International Local billings grew 14% and revenue 19%.

Active customers increased 5% to 16.2 million, but unit sales of 8.1 million fell 5%, reflecting softer North America volumes. The company swung to a net loss from continuing operations of $12.6 million from prior-year income of $8.0 million, while Adjusted EBITDA was positive $12.8 million versus $15.3 million a year earlier. Free cash flow was negative $13.5 million and operating cash outflow was $10.0 million, with cash and equivalents of $225.5 million.

Groupon repurchased 1.94 million shares for $21.3 million in the quarter and a further 859,860 shares for $10.1 million in April. For Q2 2026, it guides revenue of $126–$128 million, Adjusted EBITDA of $13–$15 million and at least $10 million of free cash flow. For full-year 2026, it targets revenue of $513–$523 million, Adjusted EBITDA of $70–$75 million and at least $60 million of free cash flow, alongside an AI-focused transformation initiative called Project Foundry.