Groupon, Inc. 8-K

What Happened
Groupon, Inc. announced a binding framework agreement between its Italian subsidiary, Groupon S.r.l. (“Groupon Italy”), and the Italian tax authorities that resolves longstanding tax disputes dating back to 2012. The company paid approximately $25.2 million (€21.5 million) on or before December 31, 2025 (inclusive of prior provisional payments) and will remit an additional ~$33,000 (€28,000) in Q1 2026. Separately, the Compensation Committee approved an administrative amendment to CEO Dušan Šenkypl’s Performance Share Unit (PSU) award agreement to correct the tax treatment of PSUs that vested on August 11, 2025; the amendment does not increase PSUs or change performance/service vesting conditions.

Key Details

• Italian tax dispute originally involved asserted claims of about $170 million (€144 million); a non-binding agreement in principle was reported on August 5, 2025 for ~$25.3M (€21.6M).
• Binding framework agreement executed December 29, 2025; ~$25.2M (€21.5M) paid by December 31, 2025; additional ~$33,000 (€28,000) due in Q1 2026.
• As of September 30, 2025 Groupon had recorded foreign income tax expense of ~ $25.3M (€21.6M), with ~ $15.2M (€13.0M) in accrued expenses and current liabilities.
• Settlement is expected to reduce free cash flow by approximately $15 million; the company does not expect further material obligations or material Q4 2025 changes to accrued expenses related to these matters.
• Compensation Committee approved the PSU amendment on December 22, 2025 (executed December 23, 2025); described as administrative only, with no additional economic benefit.

Why It Matters
The binding tax settlement removes a multi‑year uncertainty for Groupon’s Italian operations and eliminates potential future liability related to the disputed assessments. While the settlement reduces near‑term free cash flow by about $15M, the company expects the matters to be formally closed in Q1 2026 and does not anticipate further material obligations. The CEO PSU amendment is administrative and does not change compensation economics or performance conditions, so it should not materially affect executive pay outcomes.