SCHEDULE: Windward Management Boosts Groupon Stake to 6.5%

Windward Management LP and affiliated entities have disclosed a 6.5% beneficial ownership stake in Groupon, Inc. common stock as of September 30, 2025.

Summary

• Windward Management LP, Windward Management LLC, and Marc Chalfin collectively reported beneficial ownership of 2,644,700 shares of Groupon, Inc. common stock.
• This collective ownership represents a 6.5% stake in Groupon, Inc.'s common stock.
• Windward Management Partners Master Fund, Ltd., an advisory client of Windward Management LP, separately reported beneficial ownership of 2,369,700 shares, which constitutes a 5.8% stake.
• The event date requiring this Schedule 13G Amendment No. 1 filing was September 30, 2025.
• The reporting persons certified that the securities were not acquired or held for the purpose of changing or influencing control of Groupon, Inc., indicating a passive investment strategy.

Sentiment

Score: 6

Explanation: The filing indicates a significant beneficial ownership stake by Windward Management and its affiliates, which can be interpreted as a vote of confidence in Groupon's value or future potential by an institutional investor, leading to a slightly positive sentiment.

Positives

• The significant beneficial ownership stake by Windward Management and its affiliates may signal increased institutional investor confidence in Groupon's future prospects or current valuation.
• A substantial institutional holding can provide a stable shareholder base for the company.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Groupon, Inc.'s future performance or operations.

Management Comments

• Marc Chalfin, Managing Member of Windward Management LLC and General Partner of Windward Management LP, certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

The disclosure of a significant passive stake by an institutional investor like Windward Management in Groupon, an e-commerce marketplace, reflects ongoing investor interest in companies within the digital deals and local experiences sector. Such investments can indicate a belief in the long-term value or turnaround potential of established players in this space.

Stakeholder Impact

• Shareholders: Increased institutional ownership may lead to greater scrutiny of management and potentially influence future strategic decisions, even if the current filing is passive. It also signals a large investor sees value in the company.
• Management: Awareness of a significant institutional shareholder holding a 6.5% stake.

Key Dates

Keywords

Groupon, GRPN, Windward Management, Schedule 13G, beneficial ownership, common stock, institutional investment, passive investment, equity stake