Leonsis Theodore 4

What Happened

• Theodore Leonsis, a director of Groupon, converted/exercised 6,685 derivative units (reported as M = exercise/conversion) and the filing also shows a corresponding disposition of 6,685 derivative units on June 11, 2026. On the same date he was granted 15,116 restricted stock units (A = award), all at $0.00 per share (total cash = $0).
• Footnotes indicate the 6,685 conversion relates to RSUs granted June 11, 2025 that fully vested on June 11, 2026. The 15,116 RSUs were granted June 11, 2026 and will vest 100% on June 11, 2027; Mr. Leonsis elected that, upon vesting, those RSUs will settle as Deferred Stock Units (each representing a right to one share upon his separation from the board).

Key Details

• Transaction date: June 11, 2026; Form 4 filed June 15, 2026 (filed timely).
• Prices: $0.00 per share for all reported entries (award/vesting/conversion, cash = $0).
• Shares affected: 6,685 converted/exercised and 15,116 newly granted.
• Shares owned after transaction: not specified in the provided summary of the filing.
• Footnotes: F1 defines RSUs as a contingent right to one share; F2 confirms the 2025 RSUs vested on 6/11/2026; F3 describes the 2026 RSUs and the deferred-settlement election.
• Exhibit included: Exhibit 24 (Power of Attorney).
• Transaction codes: M = exercise/conversion of derivative; A = grant/award.

Context

• These entries reflect routine director compensation (vesting and a new RSU grant), not an open-market purchase or sale of common stock. RSUs are compensation vehicles that convert into share value (or deferred equivalents) per plan terms; they do not necessarily indicate buying or selling intent. Purchases by insiders tend to be more informative as bullish signals; this filing documents vesting/grant activity rather than a market trade.