GRPN · Groupon, Inc.

Restricted stock units ("RSUs") granted on June 11, 2026, under the Groupon, Inc. (the "Issuer") Non-Employee Directors' Compensation Plan (the "Plan"). 100% of these RSUs will vest on June 11, 2027.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

The RSUs granted on June 11, 2025, under the Issuer's Non-Employee Directors' Compensation Plan (the "Plan") fully vested on June 11, 2026.

On March 30, 2023 (the "Grant Date"), the Issuer granted Mr. Senkypl nonqualified stock options (the "Stock Options") to purchase shares of Common Stock at a per share exercise price of $6.00 under the Issuer's 2011 Incentive Plan, as amended (the "Plan"). A majority vote of the Issuer's stockholders subsequently approved an amendment to the Plan at the Issuer's 2023 Annual Meeting of Stockholders, pursuant to which the Stock Options would vest and be exercised prior to the first anniversary of the Grant Date. Accordingly, one eighth (1/8th) of the Stock Options vested on June 30, 2023 and the remainder vested in substantially equal quarterly installments over the next seven (7) quarters. As of December 31, 2025, all 3,062,500 options were fully vested.

The Stock Options have a contractual expiration date of March 30, 2026. Pursuant to the terms of the Plan, if the expiration date of an option falls during a blackout period, the expiration date is automatically extended until 30 calendar days after the end of such blackout period. As the contractual expiration date of March 30, 2026 fell during a blackout period, the Stock Options remained exercisable until June 15, 2026.

Restricted stock units ("RSUs") granted on June 11, 2026, under the Groupon, Inc. Non-Employee Directors' Compensation Plan. 100% of these RSUs will vest on June 11, 2027.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

RSUs granted on June 11, 2026, under the Plan. 100% of these RSUs will vest on June 11, 2027. Pursuant to Mr. Leonsis's election, upon vesting on June 11, 2027, these RSUs will settle as Deferred Stock Units, each representing a contingent right to receive one share of Issuer Common Stock upon Mr. Leonsis's separation from the Issuer's Board of Directors.

Represents 1,110,943.375 shares withheld to cover the exercise price of Groupon, Inc. (the "Issuer") Common Stock, and 236,241.625 shares withheld to satisfy the mandatory tax withholding requirements, resulting in a net settlement of 1,715,315 shares. This is not an open market sale of securities.

Restricted stock units ("RSUs") granted on June 11, 2026, under the Groupon, Inc. (the "Issuer") Non-Employee Directors' Compensation Plan (the "Plan"). 100% of these RSUs will vest on June 11, 2027.

Each RSU represents a contingent right to receive one share of Issuer Common Stock.

The RSUs granted on June 11, 2025, under the Plan fully vested on June 11, 2026.

Each RSU represents a contingent right to receive one share of Issuer Common Stock.

The RSUs granted on June 11, 2025, under the Plan fully vested on June 11, 2026.

Shares withheld to satisfy the mandatory tax withholding requirement upon the vesting of restricted stock units ("RSUs"). This is not an open market sale of securities.

Each RSU represents a contingent right to receive one share of Groupon, Inc. Common Stock.

4,267 RSUs on this line vested on May 20, 2026, and 4,267 RSUs on this line vest on May 20, 2027, subject to Ms. Netzly's continued employment through the vesting date.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock.

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.

Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

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%.

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.

Each performance share unit ("PSU") represents a contingent right to receive one share of Issuer Common Stock.

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%.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

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.

Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

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.

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.

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock.

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.

Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

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%.

Each performance share unit ("PSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

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.

Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") Common Stock.

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.

Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.

These PSUs were granted by the Committee on August 11, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

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.

Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.

These PSUs were granted by the Committee on June 18, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

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.

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.

Each performance share unit ("PSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.

These PSUs were granted by the Committee on August 11, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

Each performance share unit ("PSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.

These PSUs were granted by the Committee on June 18, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

Each PSU represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.

These PSUs were granted by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on May 12, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

Each performance share unit ("PSU") represents a contingent right to receive one share of Groupon, Inc. (the "Issuer") common stock.

These PSUs were granted by the Compensation Committee of the Issuer's Board of Directors (the "Committee") on May 12, 2025. The number of shares of common stock to be acquired on vesting is contingent upon the following conditions: (1) the remediation of the Issuer's previously disclosed material weakness over a two-year performance period beginning on May 1, 2025, and ending on May 1, 2027; and (2) continuous employment. The PSUs will vest immediately upon certification of the achievement of both conditions by the Committee. On March 12, 2026, the Committee certified that both conditions have been achieved, and the PSUs are fully vested as of March 12, 2026.

The reported transactions involved the cancellation of shares previously issued under the August 11, 2025 vesting of the PSU award to Dusan Senkypl and the grant of replacement shares on December 23, 2025, fully vested and in an equivalent amount, to enable the Company to correct an administrative error. The cancellation and subsequent grant were approved in advance by the Compensation Committee of the Board of Directors and were exempt from Section 16(b) pursuant to Rule 16b-3.

The reported transactions involved the cancellation of shares previously issued under the August 11, 2025 vesting of the PSU award to Dusan Senkypl and the grant of replacement shares on December 23, 2025, fully vested and in an equivalent amount, to enable the Company to correct an administrative error. The cancellation and subsequent grant were approved in advance by the Compensation Committee of the Board of Directors and were exempt from Section 16(b) pursuant to Rule 16b-3.

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.