UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 1-35335

Groupon, Inc.

(Exact name of registrant as specified in its charter)

Delaware

27-0903295

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

35 West Wacker Drive

60601

25th Floor

(Zip Code)

Chicago

Illinois

(773)

945-6801

(Address of principal executive offices)

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

GRPN

NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒☐ No ☐☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of June 30, ~~2024~~2025, the aggregate market value of shares held by non-affiliates of the registrant was $~~376~~617,~~952~~884,~~000~~386 based on the number of shares of Common Stock held by non-affiliates as of June 30, ~~2024~~2025 and based on the last reported sale price of the registrant's Common Stock on June 30, ~~2024~~2025.

As of March 6, ~~2025~~2026, there were 3940,~~810~~743,~~936~~491 shares of the registrant's Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement relating to the Annual Meeting of Stockholders to be held in ~~2025~~2026 or, if not filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates, from an amended report on Form 10-K/A filed in the same time period.

TABLE OF CONTENTS

			Page
Glossary of Defined Terms			34
PART I
Forward-Looking Statements			67
Item 1. Business			78
Item 1A. Risk Factors			1315
Item 1B. Unresolved Staff Comments			36
Item 1C. Cybersecurity			36
Item 2. Properties			37
Item 3. Legal Proceedings			37
Item 4. Mine Safety Disclosures			37
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			38
Item 6. [Reserved]			40
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			41
Item 7A. Quantitative and Qualitative Disclosure About Market Risk			57
Item 8. Financial Statements and Supplementary Data			58
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			~~108~~107
Item 9A. Controls and Procedures			~~108~~107
Item 9B. Other Information			~~112~~109
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections			~~112~~109
PART III
Item 10. Directors, Executive Officers and Corporate Governance			~~113~~110
Item 11. Executive Compensation			~~113~~110
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			~~113~~110
Item 13. Certain Relationships and Related Transactions, and Director Independence			~~113~~111
Item 14. Principal Accounting Fees and Services			~~113~~111
Part IV
Item 15. Exhibits and Financial Statement Schedules			~~114~~112
Item 16. Form 10-K Summary			~~116~~115

______________________________________________________

GLOSSARY OF DEFINED TERMS AND ABBREVIATIONS

Groupon, Inc. (the "Company," "we," "our," "us," and similar terms include Groupon, Inc. and itits subsidiaries, unless the context indicates otherwise. The Company also uses several other terms in this Annual Report on Form 10-K, which are defined in the list below (the "Glossary"). Newly defined terms within this Annual Report on Form 10-K are included within the Glossary and may also be defined within applicable sections of this Annual Report.

Abbreviation			Description
2011 Plan			The Company’s 2011 Incentive Stock Plan, as amended
2020 Restructuring Plan			April 2020 Board approved multi-phase restructuring plan
2022 Cost Savings Plan			August 2022 Board approved multi-phase cost savings plan
2022 Restructuring Plan			August 2022 Board approved restructuring plan, included within the 2022 Cost Savings Plan
2024 Executive PSUs			Awards granted for our executive team under the 2024 PSU Program, which are earned based on the performance of our stock price and a service condition
2025 Proxy			The Company's 2025 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of December 31, 2024
2025 PSUs			Awards granted for our executive and upper management team under the 2025 PSU Program, which are earned based on the performance of our stock price and a service condition
2026 Notes			The Company’s 1.125% convertible senior notes due March 2026
2026 Notes Indenture			Indenture agreement governing the 2026 Notes
2026 Notes Offering Participants			Institutional “accredited investors” and/or “qualified institutional buyers” involved in the 2026 Notes
2026 Proxy Statement			The proxy statement for the Company's 2026 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of December 31, 2025
2027 Notes			The Company's 6.250% convertible senior secured notes due March 2027
2027 Notes Indenture			Indenture agreement governing the 2027 Notes
2027 Notes Excess Shares			Shares of Common Stock that will result in any holder thereof to exceed the 2027 Notes Exchange Cap
2027 Notes Exchange Cap			The limit on ownership percentage defined in the 2027 Notes Indenture
2027 Notes Offering Participants			Institutional “accredited investors” and/or “qualified institutional buyers” involved in the 2027 Notes
2030 Notes			The Company’s 4.875% convertible senior notes due June 2030. Referred to as the "New Notes" in the Company's Current Report on Form 8-K filed on June 18, 2025
2030 Notes Indenture			Indenture agreement governing the 2030 Notes
2030 Notes Excess Shares			Shares of Common Stock that will result in any holder thereof to exceed the 2030 Notes Exchange Cap
2030 Notes Exchange Cap			The limit on ownership percentage defined in the 2030 Notes Indenture
2030 Notes Offering Participants			Institutional “accredited investors” and/or “qualified institutional buyers” involved in the 2030 Notes
600 West Chicago			The Company’s previously leased headquarters located in Chicago, Illinois
ABR			Alternate Base Rate
AI			Artificial Intelligence
API			Application Programming Interface
ASC			Accounting Standards Codification
Assessment			Income tax assessment from the Italian tax authority pertaining to Groupon S.r.l., which primarily relates to transfer pricing on transactions occurring in 2011
ASU			Accounting Standards Update
Audit Committee			The Audit Committee of our Board of Directors
Backstop Party			Pale Fire Capital SICAV a.s.
Bank Secrecy Act			Bank Secrecy Act of 1970
Board			The Company’s Board of Directors
CARD Act			Credit Card Accountability Responsibility and Disclosure Act of 2009
Cash Collateral Agreement			Agreement dated March 2, 2023 with JPMorgan Chase Bank, N.A.
CCPA			California Consumer Privacy Act
CDPA			Virginia Consumer Data Protection Act
CEO			Chief Executive Officer
CFO			Chief Financial Officer
Code			United States Internal Revenue Code of 1986, as amended
CODM			Chief Operating Decision Maker
Common Stock			Company common stock, par value $0.00001 per share
Compensation Committee			Compensation Committee of the Board
COO			Chief Operations Officer
CPA			Colorado Privacy Act
CPRA			California Privacy Rights Act
Credit Agreement			Second amended and restated credit agreement JPMorgan Chase Bank, N.A., dated May 14, 2019, as amended from time to time and as terminated as of February 12, 2024
CSRD			European Union’s Corporate Sustainability Reporting Directive
Dodd-Frank Wall Street Reform and Consumer Protection Act			A 2010 U.S. law aimed at reducing financial risk, increasing transparency, protecting consumers, and preventing another financial crisis through stricter regulations on financial institutions and markets.
EBITDA			Earnings Before Interest, Taxes, Depreciation and Amortization
ESG			Environmental, Social, Governance

CEO			Chief Executive Officer
CFO			Chief Financial Officer
Code			United States Internal Revenue Code of 1986, as amended
CODM			Chief Operating Decision Maker
Common Stock			Company common stock, par value $0.0001 per share
Compensation Committee			Compensation Committee of the Board
COO			Chief Operations Officer
COSO			Committee of Sponsoring Organizations of the Treadway Commission
CPA			Colorado Privacy Act
CPRA			California Privacy Rights Act
Credit Agreement			Second amended and restated credit agreement JPMorgan Chase Bank, N.A., dated May 14, 2019, as amended from time to time and as terminated as of February 12, 2024
CSRD			European Union’s Corporate Sustainability Reporting Directive
CTO			Chief Technology Officer
Dodd-Frank Act			The Dodd-Frank Wall Street Reform and Consumer Protection Act, a 2010 U.S. law aimed at reducing financial risk, increasing transparency, protecting consumers, and preventing another financial crisis through stricter regulations on financial institutions and markets.
EBITDA			Earnings Before Interest, Taxes, Depreciation and Amortization
ERG			Employee Resource Group
ESG			Environmental, Social, Governance
ESPP			The Company’s 2012 Employee Stock Purchase Plan
Excess Shares			Shares exceeding the Exchange Cap
Exchange Act			Securities Exchange Act of 1934, as amended
Exchange and Subscription Agreements			The privately-negotiated agreements entered into on November 12, 2024.
Exchange Agreement			The privately-negotiated agreements entered into on July 2, 2025, in relation to the issuance of the 2030 Notes
Exchange Cap			The limit on ownership percentage defined in 2027 Notes Indenture
Exchange and Subscription Agreements			The privately-negotiated agreements entered into on November 12, 2024, in relation to the issuance of the 2027 Notes
Expiration Date			January 17, 2024, 5:00 p.m., New York City time, representing the date the subscription period for the Rights Offering expired
FASB			Financial Accounting Standards Board
FCPA			Foreign Corruption Practices Act
FinCEN			Financial Crimes Enforcement Network
GAAP			U.S. Generally Accepted Accounting Principles
GDPR			General Data Protection Regulation
Guarantors			Company's certain material wholly owned domestic subsidiaries guarantee 2027 Notes
Giftcloud			Giftcloud Ltd.
Italy 2012 Assessment			Income tax assessment from the Italian tax authority pertaining to Groupon S.r.l., which primarily relates to transfer pricing on transactions occurring in 2011
Italy 2017 Assessment			Income tax assessment from the Italian tax authority pertaining to Groupon S.r.l., which primarily relates to transactions occurring in 2017
Italy Restructuring Plan			July 2024 Board approved exit of the local business in Italy and the related restructuring actions associated with the exit
Major Rocket			Major Rocket LLC
Major Rocket Agreement			Incentive marketing agreement with Major Rocket entered into on March 11, 2025
Monster LP			Monster Holdings LP
NBH			NetBrokers Holdings
Nearbuy			Nearbuy Pte Ltd.
NOL			Net Operating Loss
Offering Participants			Institutional “accredited investors” and/or “qualified institutional buyers”
Notes			2026 Notes, 2027 Notes, and 2030 Notes, collectively
OBBB Act			One Big Beautiful Bill Act
Payoff Amount			Payment of $43.1 million to terminate all commitments to extend further credit under the Credit Agreement
PCAOB			Public Company Accounting Oversight Board
PCI			Payment Card Industry
PFC			Pale Fire Capital
PSU			Performance Share Units
Rights Offering			Board approved $80 million fully backstopped rights offering to the Company's stockholders that commenced on November 20, 2023
RSU			Restricted Stock Units
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
SEM			Search Engine Marketing
SEO			Search Engine Optimization
SFDR			Sustainable Finance Disclosure Regulation
SG&A			Selling, general and administrative
Share Purchase Agreement			Agreement to sell shares of SumUp
SMS			Short messaging services
SOFR			Term Secured Overnight Financing Rate
SumUp			SumUp Holdings S.a.r.l, a privately-held mobile payments company
Transactions			The transactions that took place when 2026 Notes were exchanged for the 2027 Notes.
TTM			Trailing twelve months
Uptake			Uptake, Inc.
USA PATRIOT Act			A 2001 U.S. law that expanded surveillance and investigative powers for law enforcement to enhance national security and combat terrorism, while also raising concerns about civil liberties and privacy.
VAT			Value added tax


PSU			Performance Share Units
R&D			Research and development
Rights Offering			Board approved $80 million fully backstopped rights offering to the Company's stockholders that commenced on November 20, 2023
RSU			Restricted Stock Units
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
SEM			Search Engine Marketing
SEO			Search Engine Optimization
SFDR			Sustainable Finance Disclosure Regulation
SG&A			Selling, general and administrative
Share Purchase Agreement			Agreement to sell shares of SumUp
SMS			Short messaging services
SOFR			Term Secured Overnight Financing Rate
SumUp			SumUp Holdings S.a.r.l, a privately-held mobile payments company
TodayTix			TodayTix, Inc., a privately-held digital discount entertainment ticketing company
TTM			Trailing twelve months
Uptake			Uptake, Inc.
USA PATRIOT Act			A 2001 U.S. law that expanded surveillance and investigative powers for law enforcement to enhance national security and combat terrorism, while also raising concerns about civil liberties and privacy.
VAT			Value added tax

PART I

FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations and future liquidity. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "~~confident", "~~estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, our ability to execute and achieve the expected benefits of our go-forward strategy; execution of our business and marketing strategies; volatility in our operating results; challenges arising from our international operations, including fluctuations in currency exchange rates, tax, legal and regulatory developments in the jurisdictions in which we operate, ~~and~~including ~~geopolitical~~foreign ~~instability~~tax ~~resulting~~matters, ~~from the conflicts in Ukraine~~ and ~~the~~geopolitical ~~Middle East~~instability; global economic uncertainty, including as a result of inflationary pressures; any impact from U.S. and international financial reform legislation and regulations, and any potential trade protection measures, such as new or incremental tariffs and other trade policies; retaining and adding high quality merchants and third-party business partners; retaining existing customers and adding new customers; competing successfully in our industry; providing a strong mobile experience for our customers; managing refund risks; retaining and attracting members of our executive and management teams and other qualified employees and personnel; customer and merchant fraud; payment-related risks; our reliance on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace; cybersecurity breaches; maintaining and improving our information technology infrastructure; reliance on cloud-based computing platforms; the risks associated with our use and integration of AI and machine learning technologies; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; managing inventory and order fulfillment risks; claims related to product and service offerings; protecting our intellectual property; maintaining a strong brand; the impact of future and pending litigation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR, CPRA, and other privacy-related laws and regulations of the Internet and e-commerce; classification of our independent contractors, agency workers, or employees; ~~our ability to remediate our material weakness over internal control over financial reporting;~~ risks relating to information or content published or made available on our websites or service offerings we make available; exposure to greater than anticipated tax liabilities; adoption of tax laws; our ability to use our tax attributes; impacts if we become subject to the Bank Secrecy Act or other anti-money laundering or money transmission laws or regulations; our ability to raise capital if necessary; risks related to our access to capital and outstanding indebtedness, including our ~~2026~~ Notes ~~and 2027 Notes~~; our Common Stock, including volatility in our stock price and financial markets; a potential economic slowdown; our ability to realize the anticipated benefits from the capped call transactions relating to our 2026 Notes; and those risks and other factors discussed in Part I, Item 1A. Risk Factors of this Annual Report on Form 10-K, as well as in our Consolidated Financial Statements, related notes, and the other financial information appearing elsewhere in this report and our other filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment, including with respect to emerging technologies such as AI, machine learning, and data analytics. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we make. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, "Groupon," "the Company," "we," "our," "us" and similar terms include Groupon, Inc. and its subsidiaries, unless the context indicates otherwise.

ITEM 1. BUSINESS

Groupon is a global scaled two-sided marketplace that connects consumers to merchants. Consumers access our marketplace through our mobile applications and our websites, which are primarily localized groupon.com sites in thirteen countries. We operate in two segments, North America and International, and in three categories, Local, Goods and Travel. See Item 8, Note 1819, Segment and Geographical Information, for additional information.

Revenue is earned through transactions during which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.

Our Strategy

Our strategy is to be the trusted local experience marketplace where customers go to buy quality local services and experiences at unbeatable value. We plan to grow our revenue by building long-term relationships with local merchants to strengthen our online selection and by enhancing the customer reach through experience curation and improved convenience in order to drive customer demand and purchase frequency.

We ~~are~~continue ~~investing~~to ~~significant~~invest ~~resources~~ in making our platform more efficient, stable and agile. By improving our technology, our customer base can enjoy a modernized experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction. ~~Our~~Central ~~platform~~to ~~migrations~~this ~~are~~is ~~strategic~~our ~~investments~~continued investment in our ~~ability~~product toand ~~innovate~~engineering ~~faster~~organization, ~~serve~~building ~~merchants~~the ~~better~~development velocity, platform depth, and ~~create~~technical capabilities required to deliver faster innovation and more ~~engaging~~personalized experiences for ~~our~~both customers and merchants. Our product agenda is focused on driving growth through smarter discovery, deeper personalization, and an increasingly seamless experience across every surface we serve.

We believe the next generation of local commerce will be driven by AI native experiences, for which AI agents will become an important discovery and transaction channel. We are building and beginning to implement modern API architecture, AI-ready search & relevance, AI-ready checkout in addition to internal AI tools to drive productivity and efficiency. We are investing now with the goal of Groupon being well positioned to be the partner of choice for local experiences as this channel scales.

Our Categories

Local. Our Local category includes experiences and services from local and national merchants, and other revenue sources that are primarily generated through our relationships with local and national merchants. Our local inventory includes, things to do, beauty and wellness, food and ~~dining~~drink, home and automotive services, online services, as well as other types of experiences and services.

Goods. In our Goods category, we earn revenue from transactions in which third-party merchants sell products to customers through our marketplaces. Our Goods category includes merchandise across multiple product lines, such as electronics, sporting goods, jewelry, toys, household items and apparel.

Travel. Through our Travel category, we feature travel experiences at both discounted and market rates, including hotels, airfare and package deals covering both domestic and international travel. For many of our travel experiences, the customer makes reservations directly through our websites and mobile applications. However, for some travel experiences, customers must contact the merchant directly to make a travel reservation after purchasing a travel voucher from us. ~~However, for some of our hotel offerings, customers make room reservations directly through our websites and mobile applications.~~

Traffic Channels and Platforms

Our customers access our online local commerce marketplaces through our mobile applications and our websites. Our applications and mobile websites enable consumers to browse, purchase, manage and redeem deals on their mobile devices. For the year ended December 31, ~~2024~~2025, approximately 8084% of our global transactions were completed on mobile devices.

We use a variety of marketing channels to direct customers to the offerings available through these marketplaces, as described in the Marketing section below.

Marketing

We use marketing to acquire and retain customers and promote awareness of our marketplaces and brand. We use a variety of marketing channels to make customers aware of our offerings, including search engines, email and push notifications, affiliate channels, social and display advertising and offline marketing.

Search engines. Customers can access our offerings indirectly through third-party search engines. We use SEO and SEM to increase the visibility of our offerings in web search results.

Email and mobile messaging. We communicate offerings through email, push notifications and SMS to our customers based on their locations and personal preferences. A customer who interacts with these communications is directed to our website or mobile application to learn more about the deal and to make a purchase.

Affiliate channels. We have an affiliate program that uses third parties to promote our offerings online. Affiliates earn commissions when customers access our offerings through links on their websites and make purchases on our platform.

Social and display. We promote and publish our content and offerings through various social networks and adapt our notifications to the particular format of each of these social networking platforms. Our websites and mobile applications enable consumers to share our offerings with their personal social networks. We also promote our offerings via display advertising across various content publishers.

Human Capital Management

~~Attracting~~Groupon ~~and~~aims ~~securing~~to ~~top-notch~~manage ~~talent~~human ~~from~~capital ~~around~~with ~~the~~high ~~world~~standards, isclear ~~the~~ownership, ~~cornerstone~~and ofa ~~our~~focus ~~future~~on outcomes over activity. Our senior leadership, guided by our Board, oversees this mission by crafting and implementing our human capital strategy. This involves recruiting, developing, and ~~retaining~~seeking to retain the ~~best~~talent ~~minds~~needed to fuel our operations, drive our strategic goals, and shape competitive compensation and benefits packages.

Our Workforce

As of December 31, ~~2024~~2025, we had employees across various geographies and roles:

Sales

Corporate, Operational and Customer Support

Total Employees

North America

~~295~~254

~~161~~167

~~456~~421

International

~~381~~380

~~1,242~~933

1,~~623~~313

Total

~~676~~634

1,~~403~~100

21,~~079~~734

Our sales representatives create partnerships, while our support staff ensures smooth transactions. Other teams, such as engineers, product designers, marketers and editors, power the platform to curate the experiences.

Human Capital Strategy Pillars

Our human capital strategy is anchored in three core pillars: People & Culture, Diversity, Equity & Inclusion, and Compensation & Benefits.

People & Culture

At Groupon, weour goal is to empower a diverse, collaborative global team and continue to strengthen the foundations that support a high-performance culture.

In ~~2023~~December ~~and~~2025, ~~2024~~Groupon introduced five Operating Principles that define the explicit behavioral standards against which our people are hired, wedeveloped, ~~gathered~~and ~~employee~~assessed: ~~feedback~~Extreme ~~through~~Ownership ~~initiatives~~(one ~~such~~owner asper ~~the~~outcome; ~~“Transformation~~no ~~Truths”~~passengers; ~~engagement~~no ~~survey.~~excuses); ~~This~~Speed ~~anonymous~~Over ~~company-wide~~Comfort ~~survey~~(ship ~~provided~~fast; ~~valuable~~learn ~~insights~~faster ~~into~~— ~~ongoing~~perfect ~~organizational~~is ~~changes~~too ~~such~~slow); asImpact Obsessed (focus only on what moves the ~~status~~metrics ofthat ~~our~~matter); ~~transformation~~Simplify ~~efforts~~to Scale (complexity kills; simplicity scales); and Disciplined (do more with less — constraints breed creativity). These principles are directly embedded in our

~~We uphold ethical standards through bi-annual training, including the Global Code of Conduct, Anti-Corruption, and Respectful Workplace courses, reinforcing a safe, ethical workplace.~~9

~~Our~~annual ~~career~~and ~~development~~mid-year ~~offerings~~review ~~include~~cadences ~~diverse training programs such as Unconscious Bias training~~ and ~~Respect~~our inmanagement ~~the~~evaluation ~~Workplace training for managers. Additionally~~framework, ~~our~~with ~~Internal~~the ~~Talent~~goal ~~Mobility~~of ~~process~~ensuring ~~supports~~that ~~cross-functional~~cultural ~~growth,~~standards ~~while~~translate ~~our~~into ~~Employee Referral Program incentivizes hiring top~~ talent ~~globally~~outcomes.

8We believe that the companies best positioned for long-term success are those that develop an AI fluent talent base. In 2025, Groupon continued to embed AI tools into how our teams operate day-to-day. Our aim is to build an AI-native operating culture at Groupon. As part of the effort, we are including AI fluency as a performance criteria that we used to evaluate manager and individual effectiveness.

Following the “Transformation Truths” engagement survey in 2023 and 2024, we continued to gather structured employee feedback throughout 2025 to monitor sentiment during ongoing organizational changes. These surveys help inform leadership decision-making and highlight areas where additional clarity, support, or resources may be needed.

In 2025, we also introduced a mid-year performance review cycle to complement our year-end process. This additional touchpoint provides employees with clearer expectations, more regular feedback, and improved visibility into development opportunities. Together with our Internal Talent Mobility process and Employee Referral Program, this helps support career progression and the movement of talent across teams where business needs are greatest.

We also strive to regularly develop and assess manager capability. In 2025, training for people managers covered performance conversations, inclusive leadership, and the practical application of Groupon's operating principles in day-to-day team management, including the goal of AI-first execution. We work to uphold ethical and compliance standards through bi-annual training programs, including the Global Code of Conduct, Anti-Corruption, and Respectful Workplace courses, reinforcing expectations for a safe and compliant workplace.

Our career development offerings remained consistent, with training available for managers and employees across areas such as respectful workplace practices and inclusive leadership. While these programs continue to evolve, they are designed to serve as an important foundation for building capability and supporting our teams through the company’s transformation.

Diversity, Equity & Inclusion

In ~~2024~~2025, weGroupon ~~have~~continued ~~focused~~strengthening onits ~~establishing~~cultural ~~strong organizational~~ foundations. Wearound ~~remain committed to fostering a high-~~performance ~~culture by promoting diversity in thought~~, ~~experience~~ownership, and ~~background~~accountability. ~~Given~~Our ~~our~~Employee ~~role~~Resource inGroups ~~connecting~~("ERG") ~~people~~operate ~~and~~through ~~communities,~~a weunified ~~recognize~~ERG ~~the~~Task ~~importance~~Force, ofwhich ~~maintaining~~provides astructure, ~~workforce~~consistency, ~~that~~and ~~reflects~~clear ~~the~~scope. ~~diversity~~The focus of ~~our~~this ~~customer~~model ~~base.~~is ~~During~~to ~~the~~surface ~~year~~employee experiences, weoffer ~~introduced~~grounded ~~several~~feedback, ~~initiatives~~and ~~aimed~~help atidentify ~~enhancing~~where ~~workplace~~policy ~~support~~adjustments ~~and~~or ~~employee~~increased ~~engagement~~awareness incould ~~alignment~~support ~~with~~a ~~its~~more ~~core~~inclusive ~~values:~~and effective workplace.

•Employee Resource Groups (ERGs): We have strengthened ERGs to give our team members platforms for connection, advocacy, and celebration of shared identities and interests. We now have functioning ERGs for BlacksandAllies@Groupon, LatinosandAllies@Groupon, Wellness@Groupon, PrideandAllies@Groupon, WomenandAllies@Groupon. Together they have updated our recently launched Diversity, Equity and Inclusion library to ensure teams have access to online resources, run workshops, developed educational content and been a sounding board for internal initiatives.

•Internal Workshops: Training and education have been important in fostering awareness and growth, with workshops that challenge biases and drive equity in decision-making. This year our workshops focused on Menopause and Fertility in the workplace.

•Policy Enhancements: We have introduced progressive policies, including support for menopause with our new company Charter, and our Fertility Policy, ensuring we continue to address diverse needs and create an inclusive workplace for all.

•External Campaigns: Beyond our walls, we have supported diverse communities through marketing campaigns that reflect our commitment to inclusivity and representation, this year focusing on Black History Month, Martin Luther King Day, Cinco de Mayo and Pride Month.

Compensation & Benefits

To attract and retain top talent, we offer competitive compensation and comprehensive benefits. These include health, dental, vision, life, and disability insurance, along with a 401(k) plan with company matching for U.S. employees.

Our Cultural Foundation

In early 2024, we revamped our values to align with the culture and behaviors needed to drive Groupon’s transformation. These values—Ownership and Accountability, High Performance, Transparency, Innovation, Customer Focus, and Respect, Integrity, and Inclusion—form the foundation of our culture.

Together, they foster a resilient workforce prepared to navigate challenges and seize opportunities, driving us toward our vision of becoming the go-to platform for experiences.

Technology

InGroupon’s ~~early~~business ~~2023,~~model weand ~~completed~~day-to-day ~~the~~operations ~~migration~~are offundamentally ~~our~~dependent ~~public-facing~~on ~~websites,~~the ~~internal~~effective ~~applications~~use, ~~and services~~integration, asand ~~well~~continual asadvancement ~~our~~of ~~back-end~~technology ~~business~~platforms, ~~intelligence~~which ~~systems~~underpin ~~from being hosted at~~ our ~~data~~customer ~~centers~~and tomerchant ~~a multi-cloud infrastructure. Additionally~~experiences, inenable ~~the~~our ~~third~~transaction ~~quarter of 2023~~processing, wesupport ~~migrated~~ our ~~Payment Card Information~~ data-driven ~~to a third~~decision-~~party~~making, ~~provider~~and sodrive ~~that~~our ~~these~~ability ~~details~~to ~~are~~innovate noand ~~longer~~compete ~~stored~~in ~~within~~the ~~Groupon's~~digital ~~cloud environment~~marketplace. In the third quarter of 2024, we successfully migrated our cloud systems in North America to allow us to run in a further stream-lined multi-cloud infrastructure, further reducing our technological footprint and attack and threat vectors. ~~Our~~During ~~platform~~2025, ~~migrations~~we ~~are~~successfully ~~strategic~~decommissioned ~~investments~~multiple inlegacy ~~our~~databases ~~ability to innovate faster, serve merchants better,~~ and ~~create~~hosting ~~more~~applications ~~engaging~~as ~~experiences~~part ~~for~~of ~~our~~a ~~customers.~~strategic Weeffort ~~have~~to ~~also~~reduce ~~made~~technical ~~significant~~complexity ~~improvements~~and tomodernize our ~~search~~digital ~~functionality~~infrastructure. ~~Our~~Further, ~~enhanced~~we ~~search~~advanced ~~now~~our ~~provides~~technology ~~real-time~~platforms ~~query~~to ~~suggestions,~~better ~~corrects~~serve ~~spelling~~both ~~errors,~~consumers and ~~supports synonyms for improved accuracy~~merchants. ItWe ~~can~~expanded ~~recognize~~the ~~destinations~~rollout ~~and~~of ~~brands,~~our ~~automatically~~new ~~applying~~website ~~relevant~~internationally ~~filters~~and tolaunched ~~refine~~a ~~search~~redesigned ~~results.~~mobile ~~Additionally,~~application itfor ~~suggests~~iOS ~~related~~in ~~queries~~North ~~and categorizes results into experiences~~America, ~~travel~~with ~~deals,~~an ~~and~~Android ~~merchants,~~version ~~optimizing~~planned ~~relevance~~in ~~based~~2026 ~~on precise location~~ for aNorth ~~more intuitive user experience~~America. WeTo ~~employ~~improve ~~security~~our ~~practices~~merchant ~~and~~experience, ~~modern~~we ~~tools~~improved toperformance ~~try~~from ~~to recognize intrusions to~~ our ~~technology~~platform ~~infrastructure.~~and Weautomated ~~engage~~selected ~~independent~~processes ~~third-party~~between ~~Internet~~merchants ~~security~~and ~~firms~~our tosales ~~regularly~~teams, ~~test~~resulting ~~the~~in ~~security~~greater ofefficiency ~~our websites~~ and ~~identify~~streamlined ~~vulnerabilities~~operations. InInternally, ~~financial~~we ~~transactions~~focused ~~with~~on ~~customers~~automating ~~conducted~~and onstandardizing ~~our~~workflows ~~websites~~for ~~and~~customer ~~mobile~~service ~~applications~~and sales, weconsolidating ~~use~~multiple ~~data~~legacy ~~encryption~~applications ~~protocols~~

910

tointo ~~secure~~unified ~~information~~systems ~~while~~for both internal and external technologies. These initiatives have improved operational effectiveness, enabled more data-driven decision-making, and simplified the deal creation process for both our merchants and our sales teams. Additionally, we continue to invest in ~~transit~~user experience improvements. In 2025, we rebuilt online maps and introduced new solutions for marketing automation to enhance user experience and deal discovery. Our engineering teams adopted a new AI-first development framework to further enhance productivity and delivery speed. We also implemented a range of cybersecurity enhancements, including upgrades to payment and logging systems, improved device security, and we started with the decommissioning of legacy infrastructure for blocking our website against attack and bots. See Item 1A. Risk Factors and Item 1C. Cybersecurity for additional information relating to potential cyber threats.

Competition

Our customers and merchants are at the center of our two-sided marketplace. The quality and stability of both our customers and merchants are key to our business model. We face competition on both sides of our marketplace.

We compete with other marketplaces, and some of our competitors have longer operating histories, significantly greater financial, technical, marketing and other resources. In addition, we compete with companies who address only specific verticals in the local experiences market, and in our Goods and Travel categories, companies who have greater scale and larger customer bases than we do. These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond ~~more~~quicker ~~quickly~~ than we can to new or emerging technologies and changes in customer trends. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than we do.

WeIn ~~also~~addition, ~~compete~~some ~~with~~competitors ~~companies that can offer alternative services for our merchants. There~~ are ~~companies~~increasingly ~~that~~leveraging ~~offer~~AI ~~other types of advertising~~ and ~~promotional~~machine-learning ~~services~~technologies to ~~local~~enhance ~~businesses.~~marketing ~~Our~~effectiveness, ~~merchants~~dynamic ~~could~~pricing, ~~choose~~and todemand-optimization ~~leverage these other platforms to attract customers to their businesses~~capabilities. WeTo ~~believe we can compete due to~~ the ~~access~~extent wethese ~~provide~~technologies ~~our~~allow ~~merchants~~competitors to ~~our~~more ~~large~~efficiently ~~customer~~acquire ~~base~~customers, ~~our~~optimize ~~trusted~~merchant ~~brand~~offerings, ~~and~~or ~~the~~respond ~~investments~~quicker weto ~~are~~changes ~~making~~ in ~~self-service~~consumer ~~tools~~behavior, ~~that~~our ~~will~~ability ~~allow merchants~~ to ~~manage~~compete ~~demand more~~ effectively ~~and~~could ~~better~~be ~~attract~~adversely ~~and retain customers~~affected.

We also compete with companies that can offer alternative services for our merchants. There are companies that offer other types of advertising and promotional services to local businesses. Our merchants could choose to leverage these other platforms to attract customers to their businesses. We believe we can compete due to the access we provide our merchants to our large customer base, our trusted brand, and the investments we continue to make in self-service tools that will allow merchants to manage demand more effectively and better attract and retain customers.

Regulation

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet. Additionally, those laws and regulations may be interpreted differently across domestic and foreign jurisdictions. As a company in a rapidly innovating industry, we are exposed to the risk that many of those laws may evolve or be interpreted by regulators or in the courts in ways that could materially affect our business. Those laws and regulations may involve taxation, unclaimed property, intellectual property, product liability, travel, distribution, electronic contracts and other communications, competition, consumer protection, the provision of various online payment services, employee, merchant and customer privacy and data security or other areas.

In addition to these regulatory areas mentioned, we are also subject to increasing legal and regulatory requirements related to ESG matters. Emerging ESG regulations, particularly in the European Union, the United Kingdom, and the United States, may require us to enhance our sustainability reporting and disclosures. For example, the CSRD and the SFDR impose enhanced sustainability disclosure obligations on companies operating in the European Union.

Additionally, we are subject to emerging domestic ESG regulations in ~~California~~various ~~and~~states, ~~New~~which ~~York that~~ may impact our reporting and compliance obligations. ~~The~~These ~~Climate~~regulations ~~Corporate~~may ~~Data~~include ~~Accountability Act (SB 253) and the Climate-Related Financial Risk Disclosure Act (SB 261) impose~~ climate-related disclosure requirements ~~on companies operating in California~~, including mandatory reporting of greenhouse gas emissions and climate-related financial risks. Additionally, if enacted in New York, SB 3697 would require entities operating in New York whose revenue exceeded $500 million in the prior fiscal year to release reports that would need to include disclosures aligned with the Task Force on Climate-related Financial Disclosures framework or another equivalent reporting requirement. These regulations, along with evolving international ESG frameworks, may require us to enhance our sustainability disclosures, ~~implement additional compliance measures, and allocate additional resources to ESG reporting.~~

The CARD Act, as well as the laws of most states, contain provisions governing gift cards, gift certificates, stored value or pre-paid cards or coupons (collectively, "gift cards"). Groupon vouchers may be included within the definition of gift cards under many laws. In addition, certain foreign jurisdictions have laws that govern disclosure and certain product terms and conditions, including restrictions on expiration dates and fees, that may apply to Groupon vouchers. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments that could affect us, and our global operations may be constrained 11

10implement additional compliance measures, and allocate additional resources to ESG reporting and related activities.

Various U.S. laws and regulations, such as the Bank Secrecy Act, the Dodd-Frank ~~Wall Street Reform and Consumer Protection~~ Act, the USA PATRIOT Act and the CARD Act impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. Those laws and regulations broadly define financial institutions to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value. Requirements imposed on financial institutions under those laws include customer identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe that we are a financial institution subject to those laws and regulations.

We are subject to a variety of U.S. federal, state and international laws and regulations governing consumer data. The GDPR, which was adopted by the European Union and became effective in May 2018, and the CPRA, which expands on and effectively replaces the CCPA and became effective January 1, 2023, requires companies to satisfy specific requirements regarding the handling of personal and sensitive data, including its collection, use, protection and the ability of persons whose data is stored to, among other things, access and/or delete such data about themselves. The CDPA, effective as of January 1, 2023, and the CPA, effective as of July 1, 2023, provide new data privacy rights to their respective residents. Our ongoing efforts to comply with these laws and regulations and other relevant privacy and data protection laws and regulations, have required updates to certain business practices and systems. Non-compliance with any privacy and data protection laws and regulations could result in significant monetary fines. For instance, non-compliance with the GDPR could result in proceedings against us by governmental entities or others and fines up to the greater of €20 million or 4% of annual global revenue, and non-compliance with CPRA could result in fines of up to $7,500 per violation in addition to providing consumers with a private right of action. We continue to monitor developments in laws and regulations relating to privacy and consumer data, and we expect these evolving laws and regulations will continue to impact our business in the future.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.

In addition to those contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property. Groupon and its related entities own a number of trademarks and service marks registered or pending in the United States and internationally.

Circumstances outside our control could pose a threat to our intellectual property rights and the efforts we have taken to protect our proprietary rights may not be sufficient or effective or deter independent development of equivalent or superior intellectual property rights by others. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.

Companies in the Internet, technology and other industries as well as non-practicing entities may own large numbers of patents, copyrights and trademarks or other intellectual property rights and may request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights. We are currently subject to, and expect to face in the future, lawsuits and allegations that we have infringed the intellectual property rights of third parties. As our business evolves, we may face more claims of infringement, and may experience an adverse result which could impact our business and/or our operating results.

11we have infringed the intellectual property rights of third parties. As our business evolves, we may face more claims of infringement, and may experience an adverse result which could impact our business and/or our operating results.

We have received in the past, and we anticipate we will receive in the future, communications alleging that items offered or sold through our website infringe third-party copyrights, trademarks, patents and trade names or other intellectual property rights or that we have otherwise infringed third parties’ past, current or future intellectual property rights. We may be unable to prevent third parties from offering and selling unlawful or infringing goods or goods of disputed authenticity, and we may be subject to allegations of civil or criminal liability for unlawful activities carried out by third parties through our website. We may implement measures in an effort to protect against these potential liabilities that could require us to spend substantial resources and/or to reduce revenue by discontinuing certain service offerings. Any costs incurred as a result of liability or asserted liability relating to the sale of unlawful or infringing goods or goods of disputed authenticity or other infringement related claims could harm our business.

Information About Our Executive Officers

The following table sets forth information about our executive officers (as of the date of this filing):

Name

Age

Position

~~Age~~

~~Position~~

Dusan Senkypl

CEO

~~CEO~~

Jiri Ponrt

COO

~~CFO~~

Rana Kashyap

CFO

Dusan Senkypl was appointed as our CEO in May 2024, he previously served as our Interim CEO beginning in March 2023. He has served as a member of our Board since June 2022. He joined Groupon from PFC, a Groupon shareholder and a private equity investment group that invests in e-commerce companies both in Europe and worldwide. He co-founded PFC in 2015 and serves as Chairman and as a partner. Prior to joining PFC, he served as founder and CEO of NBH, which became the largest insurance and finance marketplace in the Czech Republic and Slovakia, from 2014 to December 2018, when it was sold to German media company, Bauer Media Group. Prior to NBH, he co-founded and operated multiple e-commerce projects, including ePojisteni.cz, an insurance technology company, where he served as CEO and a director, from 2009 until February 2019. In conjunction with his appointment as Groupon CEO, he stepped down from his day-to-day responsibilities at PFC.

Jiri Ponrt was appointed as our ~~CFO~~COO in September 2025. Prior to his appointment to COO, he served as the Company’s CFO since April 2023. He joined Groupon from PFC where he served as a partner since July 2022 and Group CFO since November 2021. Prior to joining PFC, he served as CFO of Alza.cz, one of the largest e-commerce companies in Central and Eastern Europe, from May 2014 to October 2021. Prior to his time at Alza.cz, he spent 15 years at Nutricia, a Danone brand, in a variety of financial and commercial roles. In conjunction with his appointment to Groupon CFO in April 2023, he stepped down from day-to-day responsibilities at PFC.

Rana Kashyap was appointed as our CFO in September 2025. Prior to his appointment to CFO, he served as the Company’s Senior Vice President of Finance since May 2025. Mr. Kashyap also served the Company in a variety of roles before then, including as Senior Vice President of Corporate Development & Investor Relations, from May 2023 to May 2025. Prior to joining Groupon, Mr. Kashyap served in a variety of roles at RPD Fund Management, from January 2014 to November 2022, and prior to that, held positions at Maini Group and JPMorgan Chase & Co.

Available Information

We electronically file reports with the SEC. The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are also available free of charge through our website (www.groupon.com), as soon as reasonably practicable after electronically filing with or otherwise furnishing such information to the SEC, and are available in print to any stockholder who requests them. Our Code of Conduct, Corporate Governance Guidelines and committee charters are also posted on the site. We use our Investor Relations website (investor.groupon.com) and our press site (www.groupon.com/press) as a means of disclosing material non-public information and for complying with our ~~disclosure obligations under Regulation FD. Information contained on our website and press site is not a part of this Annual Report on Form 10-K.~~

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disclosure obligations under Regulation FD. Information contained on our website and press site is not a part of this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

Our business, prospects, financial condition, operating results and the trading price of our Common Stock could be materially adversely affected by the risks described below. In assessing those risks, you should also refer to the other information contained in this Annual Report on Form 10-K, including Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and the Consolidated Financial Statements and the related notes in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Summary Risk Factors

The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, prospects, financial condition, operating results and the trading price of our Common Stock. You should read this summary together with the more detailed description of each risk factor contained below.

Risks Related to Our Business, Operations and Strategy

•Our strategy may be unsuccessful and may expose us to additional risks. If our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations.

•~~Current~~Future ~~or future~~ restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all.

•Our operating results may vary significantly from quarter to quarter.

•Our U.S. and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges~~, and our inability to adapt to the diverse and changing landscapes of our U~~.~~S. and international markets may adversely affect our business.~~

•Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners.

•If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.

•We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business.

•Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices.

•An increase in our refund rates or estimated liabilities with respect to unredeemed vouchers could adversely affect our financial results.

•The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business.

•~~Our~~We previously identified material ~~weakness~~weaknesses in our internal control over financial reporting, and if we fail to maintain effective internal controls, it could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.

•Failure to deal effectively with fraudulent transactions and customer disputes would increase our loss rate and harm our business.

•We are subject to a variety of payments-related risks that could adversely affect our business, financial condition, and results of operations.

Risks Related to Technology and Cybersecurity

•We ~~may~~rely beon ~~subject to breaches of our information technology systems~~email, ~~which~~Internet ~~could~~search ~~harm~~engines ~~our relationships with our customers, merchants, employees~~ and ~~third-party~~mobile ~~business~~application ~~partners,~~marketplaces ~~subject us~~ to ~~negative~~drive ~~publicity~~traffic ~~and litigation, and cause substantial harm~~ to our ~~business~~marketplace orand ~~brand~~acquire customers.

•We may be subject to breaches of our information technology systems, which could result in the unauthorized access to, or disclosure of, proprietary, confidential, or personal information relating to our customers, merchants, employees, and partners.

•Our business depends on our ability to maintain and improve the technology infrastructure necessary to send our emails and operate our websites, mobile applications and transaction processing systems, and any significant disruption in service on our email network infrastructure, websites, mobile applications or transaction processing systems could result in a loss of customers or merchants.

•As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations.

•Our use of AI and machine learning poses new operational, legal, and reputational risks.

Risks Related to Transactions and Investments

•Acquisitions, dispositions, joint ventures and strategic investments could result in operating difficulties, dilution and other consequences.

•We do not have the ability to exert control over our minority investments, and therefore we are dependent on others in order to realize their potential benefits.

Risks Related to Our Brand and Intellectual Property

•We allow third parties to sell products via our site, which increases our risk of litigation and other losses.

•We may be subject to substantial liability claims and damage to our brand and reputation if people or property are harmed by the products or services offered through our marketplace.

•We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

•Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers and merchants could be impaired and our business and operating results could be harmed.

Risks Related to Legal, Regulatory, Privacy and Tax Matters

•We are involved in pending litigation and other claims and an adverse resolution of such matters may adversely affect our business, financial condition, results of operations and cash flows.

•The application of certain laws and regulations, including, among other laws, the CARD Act and similar state and foreign laws, may harm our business and results of operations.

•Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

•Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings.

•State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services.

•Failure to comply with existing, expanding or newly enacted U.S. federal, state and international privacy laws and regulations, could adversely affect our business.

•~~Misclassification~~We ormay ~~reclassification~~suffer ofliability ~~our~~as ~~independent~~a ~~contractors,~~result ~~agency~~of ~~workers~~information or ~~employees~~content ~~could~~retrieved ~~increase~~from ~~our~~or ~~costs~~transmitted over the Internet and ~~adversely~~claims ~~impact~~related to our ~~business~~service offerings.

•We may have exposure to greater than anticipated tax liabilities, including ~~the~~foreign ~~Italy~~ tax ~~Assessment~~assessments.

•The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce and U.S. taxation could materially affect our financial position and results of operations.

•Our ability to use our tax attributes to reduce future U.S. income taxes could be subject to certain limitations.

•We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change.

Risks Related to Our Capital Structure

•Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity.

•We may not have the ability to raise the funds necessary to settle conversions of the ~~2026~~ Notes ~~and 2027 Notes~~ in cash, to repurchase the ~~2026~~ Notes ~~and 2027 Notes~~ upon a fundamental change or to repay the ~~2026~~ Notes ~~and 2027 Notes~~ in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the ~~2026~~ Notes ~~and 2027 Notes~~ or at their maturity or to repurchase the ~~2026~~ Notes ~~and 2027 Notes~~.

•The terms of the ~~2026~~ Notes ~~and 2027 Notes~~ could delay or prevent an attempt to take over our Company.

•The conditional conversion feature of the ~~2026~~ Notes ~~and 2027 Notes~~, if triggered, may adversely affect our financial condition and operating results.

Risks Related to Ownership of Our Common Stock

•The trading price of our Common Stock is highly volatile.

•~~The~~If ~~capped~~securities ~~call~~or ~~transactions~~industry ~~may~~analysts ~~affect~~do ~~the~~not ~~value~~publish ofresearch or reports about our ~~2026~~business, ~~Notes~~or ~~Common~~publish ~~Stock~~inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

•We do not intend to pay dividends for the foreseeable future.

•Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

•The capped call transactions may affect the value of our 2026 Notes and our Common Stock.

•We are subject to counterparty risk with respect to the capped call transactions.

Risks Related to Our Business, Operations and Strategy

Our strategy to return the Company to stabilized growth may be unsuccessful and may expose us to ~~additional risks. If our strategy does not achieve its expected benefits, there could be~~ negative impacts toon our business, financial condition and results of operations.

We ~~are~~continue ~~implementing~~to implement a strategy to become the trusted marketplace where customers go to buy local services and experiences ~~and return the Company to growth~~. We ~~intend~~are toexecuting ~~execute~~this ~~our strategy~~ by building long-term relationships with local merchants to improve our inventory selection and by improving the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency.

~~There~~However, there are no assurances that ~~our~~these actions will be successful in ~~executing our strategy and~~ returning the Company to stabilized growth. Our efforts may prove more difficult and costly than we currently anticipate. ~~Further~~Specifically, ~~we may not succeed in realizing~~ the ~~benefits of these efforts on our anticipated timeline or at all. In addition, as we implement our strategy, the~~ macroeconomic environment, --including ~~but not limited to,~~ inflationary pressures, higher labor costs, tariff ~~policy~~or other trade policies, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior—may limit our merchants' ability to offer deals or service customers, and reduce consumer discretionary spending. These factors may make it more difficult to effectively execute our strategy, including to quickly test, learn and scale initiatives relating to improving inventory selection or improving customer experience. ~~Even if fully implemented, our strategy may not result in a return to growth or the other anticipated benefits to our business, financial condition and results of operations.~~ If we are unable to effectively execute our strategy and realize its anticipated benefits, ~~it could negatively impact~~ our business, financial condition and results of operations could be negatively impacted.

~~Current~~Future ~~or future~~ restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition,; and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all.

~~In August 2022, we initiated a multi-phase cost savings plan designed to reduce our expense structure and align with our go-forward business and financial objectives.~~ The cost savings plan included a restructuring plan and each phase of the restructuring plan was approved by our Board as follows: the first phase was approved in August 2022, the second phase was approved in January 2023 and the third phase was approved in July 2023. The implementation of ~~the~~a restructuring plan, including ~~the impact of~~ workforce reductions and other non-payroll cost savings measures, could be disruptive to our operations, result in the loss of institutional knowledge, make it difficult to attract or retain employees, result in higher than anticipated charges, and otherwise adversely affect our results of operations and financial condition. In addition, our ability to complete the restructuring plan and achieve the anticipated benefits from the plan within the expected time frame, or at all, is subject to estimates and assumptions and may vary materially from our expectations, including as a result of factors that are beyond our control. Furthermore, following completion of the restructuring plan, our business may not be more efficient or effective than prior to implementation of the restructuring plan.

of operations and financial condition. Such disruptions may also strain our internal resources, potentially increasing the risk of failures in our internal controls and compliance processes.

In addition, our ability to complete a restructuring plan and achieve the anticipated benefits from the plan within the expected time frame, or at all, is subject to estimates and assumptions that may vary materially from our expectations due to factors beyond our control. Furthermore, following completion of any restructuring plan, our business may not be more efficient or effective than prior to implementation of the restructuring plan.

Our operating results may vary significantly from quarter to quarter.

Our operating results may vary significantly from quarter to quarter due to the rapidly evolving nature of our business and ~~other~~seasonal ~~reasons~~fluctuations. We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to:

•respond to macroeconomic challenges, including but not limited to, inflationary ~~pressures~~volatility, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;

•acquire new customers, retain existing customers, and increase customer purchase frequency;

•attract and retain high-quality merchants;

•maintain our current relationships with or attract new vendors, suppliers, ~~and~~ service providers and strategic partnerships on agreeable terms;

•maintain contracts that are critical to our operations;

•attract and retain key employees, including attracting and retaining talent with an appropriate level of skill and experience, including product and technology expertise, cybersecurity expertise, GAAP knowledge and experience to create the proper control environment for effective internal control over financial reporting;

•effectively address and respond to challenges in international markets;

•increase the variety, quality, density and relevance of supply, including through third party business partners and technology integrations;

•deliver a marketplace experience on our website and mobile applications that meets the needs of our customers and merchants;

•increase booking capabilities;

•increase the awareness of, and evolve, our brand to a local experiences marketplace;

•continue to reduce costs and maintain cost discipline to benefit from our reduced cost structure;

•maintain the performance of our Goods category following transition to a third party marketplace model;

•successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments and divestitures;

•complete the multi-phased cost savings plan and achieve the anticipated benefits from the plan;

•provide a superior customer service experience for our customers;

•avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches;

•respond to continuous changes in consumer and merchant use of technology, including AI;

•optimize and diversify our traffic channels;.

•react to challenges from existing and new competitors;

•respond to periodic changes in supply and demand; and

•address challenges from existing and new laws and regulations.

In addition, our margins and profitability may depend on our inventory mix, geographic revenue mix, discount rates mix and merchant and third-party business partner pricing terms. Accordingly, our operating results and profitability may vary significantly from quarter to quarter.

Our U.S. and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges~~, and our inability to adapt to the diverse and changing landscapes of our U~~.~~S. and international markets may adversely affect our business.~~

Our operations require ~~management attention and resources and also require~~ us to localize our services to conform to a wide variety of local cultures, business practices, ~~laws~~ and ~~policies~~laws. ~~Our~~We ~~operations~~face ~~are~~significant ~~subject~~operational ~~to numerous~~ risks, ~~including~~in ~~the~~these ~~following~~markets, specifically:

•~~our~~Geopolitical ~~ability~~and toMacroeconomic ~~maintain~~Instability: ~~merchant~~We operate in jurisdictions that may be affected by political, economic and ~~customer~~civil ~~satisfaction~~instability. ~~such~~For ~~that~~example, ~~our~~we ~~marketplace~~maintain ~~will~~significant ~~continue~~shared toservice ~~attract~~operations ~~high~~in ~~quality~~Poland. ~~merchants;~~

•our ability to successfully respond to macroeconomic challenges, including but not limited to, inflationary pressures, higher labor costs, tariff policy, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time;18

~~•political,~~Disruptions ~~economic~~in ~~and~~this ~~civil~~region ~~instability~~resulting ~~and~~from ~~uncertainty~~the ~~(including~~ongoing ~~macroeconomic~~conflict ~~conditions~~in ~~impacting~~neighboring ~~us,~~Ukraine ~~our~~could ~~customers,~~materially ~~merchants,~~impair or our ~~vendors,~~ability ~~acts~~to ofsupport ~~terrorism,~~our ~~civil~~global ~~unrest~~business. Additionally, ~~labor~~volatile ~~unrest,~~currency ~~violence~~exchange rates and ~~outbreaks~~divergent ofmacroeconomic ~~war~~conditions (including inflation and ~~pandemics~~labor orshortages) ~~other~~may ~~disease~~impact ~~outbreaks);~~our international profitability.

•~~disruptions~~Labor and ~~instability~~Restructuring Constraints: Unlike in the United States, our international ~~markets~~operations inare ~~which~~subject weto ~~operate,~~extensive ~~including~~labor ~~Poland,~~laws asand athe ~~result~~oversight of Workers' Councils and trade unions. The requirement to consult with or seek consent from these bodies can significantly delay or increase the ~~ongoing~~costs ~~conflict~~of strategic restructuring actions, workforce reductions, or changes to employee benefits. We also face challenges in ~~Ukraine~~staffing our foreign operations due to language barriers, cultural differences, and ~~the~~competition ~~Middle~~for ~~East;~~local talent.

•~~Challenges~~Regulatory inand ~~navigating~~Compliance Complexity: Navigating the legal and judicial systems in international jurisdictions is complex and costly. We are subject to varying regulatory regimes, including the European Union's Voucher Directive and Digital Services Act, which may ~~vary~~restrict ~~significantly~~our inability ~~complexity,~~to ~~efficiency~~offer certain services or enforce expiration dates. Furthermore, ~~and~~we ~~enforceability~~must comply with complex anti-corruption laws, such as the FCPA and ~~where~~the UK Bribery Act. Despite our compliance policies, we docannot ~~not~~ensure ~~employ~~that ~~legal~~our ~~staff~~employees, ~~locally~~contractors, ~~further~~or ~~increasing~~agents ~~the~~will ~~difficulty~~not ofviolate ~~addressing~~these laws, which could result in substantial fines and ~~resolving~~reputational ~~disputes;~~harm.

•~~currency~~Operational ~~exchange~~and ~~rate~~Competitive ~~fluctuations~~Challenges: We must integrate with local payment providers and compete against strong local competitors who may have deeper market knowledge. Our ability to scale depends on maintaining a common technology platform across our North America and International segments; failure to effectively localize our platform or payment options could result in business interruptions or the loss of market share.

16If commercial and regulatory constraints in our international markets restrict our ability to conduct our operations or execute our strategic plan, our business may be adversely affected.

•strong local competitors who may better understand the local market and/or have greater resources in the local market;

•different regulatory or other legal requirements (including potential fines and penalties that may be imposed for failure to comply with those requirements), such as regulation of gift cards and coupon terms, Internet services, professional selling, distance selling, bulk emailing, privacy and data protection (including GDPR), cybersecurity, business licenses and certifications, taxation (including the European Union's voucher directive, digital service tax and similar regulations and any audits), consumer protection laws including those restricting the types of services we may offer (e.g., medical-related services), banking and money transmitting, that may limit or prevent the offering of our services in some jurisdictions, cause unanticipated compliance expenses or limit our ability to enforce contractual obligations;

•our ability to use a common technology platform in our North America and International segments to operate our business without significant business interruptions or delays;

•difficulties in integrating with local payment providers, including banks, credit and debit card networks and electronic funds transfer systems;

•the ability to quickly and effectively consult with, negotiate and seek the consent or opinion of, various employee groups, our international workers' councils and trade unions that represent our international employees on various matters including restructuring actions, strategic decisions, any changes to our activities or employee benefits and other business critical matters, which could result in the delay of executing key actions or product delivery and increase costs;

•the local legal restrictions relating to employment and staffing;

•difficulty in staffing, including attracting and retaining talent with an appropriate level of skill and experience, including knowledge and experience in developing and managing foreign operations, including through centralized shared service centers, as a result of distance, language barriers and cultural differences;

•periodic reductions in business activity;

•expenses associated with localizing our products; and

•differing intellectual property laws.

We are subject to complex laws and regulations that apply to our international operations, such as data privacy and protection requirements, including GDPR, the FCPA, the UK Anti-Bribery Act and similar local laws prohibiting certain payments to government officials, banking and payment processing regulations and anti-competition regulations, among others. The cost of complying with these various, and sometimes conflicting, laws and regulations is substantial. We have implemented and continue to implement policies and procedures to ensure compliance with these laws and regulations, however, we cannot ensure that our employees, contractors, or agents will not violate our policies. Changing laws, regulations and enforcement actions in the United States and throughout the world could harm our business. If commercial and regulatory constraints in our international markets restrict our ability to conduct our operations or execute our strategic plan, our business may be adversely affected.

Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners.

WeOur ~~must~~future ~~continue~~success ~~to attract and retain high quality merchants in order to increase profitability and grow our marketplace. A key priority of our strategy is to improve inventory selection on our marketplace, which~~ depends onupon our ability to attract and retain ~~the~~high ~~right~~quality merchants. We are also focused on improving the merchant experience on our platform, including improving tools available to merchants to help grow their businesses. Further, when the macroeconomic environment negatively impacts our merchants, including through staffing shortages and ~~supply chain issues, we have not been, and may not be able to retain or re-acquire these merchants in the future. In addition, our Goods category utilizes a~~ third-party marketplace model, and we may not be able to maintain vendor relationships on favorable payment terms, margins or at all. If we are not able to effectively attract and retain merchants or third party partners, it could adversely affect our business ~~and results of operations~~partners.

InOur ~~addition,~~business inmodel ~~most~~depends ~~instances,~~on wemaintaining doa ~~not~~dense ~~have~~and ~~long-term~~curated ~~arrangements~~selection ~~to guarantee the availability~~ of deals. ~~that~~We ~~offer~~must ~~attractive~~continue ~~quality,~~to ~~value~~attract and ~~variety~~retain tohigh ~~customers~~quality ormerchants ~~favorable payment terms~~ to ~~us.~~increase Ifprofitability ~~merchants~~and orgrow ~~third~~our ~~party~~marketplace. ~~partners~~However, ~~decide~~we ~~that~~generally ~~utilizing~~do ~~our~~not ~~services~~have nolong-term ~~longer~~arrangements ~~provides~~to anguarantee ~~effective~~the ~~means~~availability of ~~attracting~~deals ~~new~~that ~~customers~~offer orattractive ~~selling their offerings~~quality, ~~they~~value ~~may stop working with us~~ or ~~negotiate~~favorable topayment ~~pay us lower margins or fees~~terms. ~~In addition,~~

17There are several key challenges in merchant retention:

~~current~~Merchant orROI ~~future~~and ~~competitors~~Competition: ~~may~~If ~~accept~~merchants ~~lower margins,~~ or ~~negative~~third-party ~~margins,~~partners todetermine ~~secure offers~~ that ~~attract~~our ~~attention~~services ~~and~~no ~~acquire~~longer ~~new~~provide ~~customers.~~an Weeffective ~~also~~return ~~may~~on ~~experience attrition in our merchants resulting from several factors~~investment, ~~including~~or ~~losses~~if to competitors ~~and~~accept ~~merchant~~lower ~~closures~~ (or ~~merchant~~negative) ~~bankruptcies.~~margins ~~If we are unable~~ to ~~attract~~secure ~~and~~exclusive ~~retain~~offers, ~~high quality merchants and third party partners in numbers sufficient to grow~~ our ~~business, or if~~ merchants ~~and~~may ~~third~~stop ~~party~~working ~~partners~~with ~~are~~us ~~unwilling to offer products~~ or ~~services~~negotiate ~~with~~lower ~~compelling terms through our marketplace, our operating results may be adversely affected~~fees.

Macroeconomic Sensitivity & "Main Street" Risk: Our merchant base consists largely of small businesses that are highly sensitive to economic shocks. Factors such as staffing shortages, supply chain issues, and inflationary costs may cause merchants to restrict deal availability or exit the marketplace entirely because they cannot service the increased customer volume we generate. We have experienced, and may continue to experience, merchant attrition due to business closures and bankruptcies, which can increase our refund liabilities.

Goods Marketplace Risks: Our Goods category utilizes a third-party marketplace model. We may not be able to maintain vendor relationships on favorable payment terms or margins, which could adversely affect the performance of this category.

If we are unable to attract and retain high quality merchants in numbers sufficient to grow our business, or if merchants are unwilling to offer products with compelling terms, our operating results may be adversely affected.

If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.

~~We must continue to retain and acquire customers who make purchases on our platform in order to increase profitability and grow our marketplace.~~ Although we ~~remain focused on re-engaging prior customers and acquiring new customers, our efforts may not be successful. We also~~ expect to continue toinvesting ~~invest~~ significant resources to ~~retain~~re-engage ~~existing~~prior customers and acquire new customers., ~~There~~there can be no assurance that ~~new~~these ~~customers~~investments will ~~stay~~yield ~~with~~a uspositive ~~or that the net revenues from any new customers we acquire will ultimately exceed the cost of acquiring those customers~~return. If customers do not perceive our offerings to be attractive, or if we fail to introduce new and ~~more~~ relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability. In addition, changes to search engine algorithms or similar actions are not within our control and could adversely affect traffic to our websites and mobile applications. If we are unable to re-engage and acquire new customers in numbers sufficient to grow our business and offset the number of customers that have ceased to make purchases, or if new customers do not make purchases at expected levels, our revenue may decrease and our operating results may be adversely affected.

We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business.

~~Competition in our industry may increase in future periods.~~ We ~~compete~~operate against e-commerce sites that attempt to replicate our business model by offering other types of advertising and promotional services to local businesses and companies who address only specific verticals in ~~the~~a ~~local~~highly ~~experiences~~competitive ~~market.~~industry Inwith ~~addition~~relatively tolow ~~such~~barriers ~~competitors, we may experience increased competition from other large businesses who offer deals similar~~ to ~~ours as an add-on to their core business~~entry. We also compete with other companies that offer digital coupons through their websites or mobile applications. Further, we compete against other e-commerce companies that serve niche markets and interests, including within the local experiences market. In our Travel and Goods categories, we compete against much larger companies who have more resources and significantly greater scale. In addition, we compete with traditional offline coupon and discount services, as well as newspapers, magazines and other traditional media companies who provide coupons and discounts on products and services.

We ~~believe~~compete ~~that~~for ~~our~~both ~~ability~~merchant toadvertising ~~compete~~dollars ~~successfully~~and ~~depends~~consumer ~~upon~~attention ~~many~~against ~~factors~~a ~~both~~range ~~within~~of ~~and beyond our control~~entities, including ~~the following~~:

•~~the~~Global ~~continued~~Technology ~~consequences~~Platforms: ofLarge ~~the~~companies ~~macroeconomic~~such ~~environment~~as Google, ~~including but not limited to~~Meta, ~~inflationary~~and ~~pressures~~ByteDance/TikTok, ~~higher~~which ~~labor~~not ~~costs,~~only ~~tariff~~offer ~~policy,~~local ~~labor~~business ~~shortages,~~advertising ~~supply~~solutions ~~chain~~but ~~challenges~~also ~~and~~control ~~resulting~~key ~~changes~~digital inchannels ~~consumer~~we ~~and~~use ~~merchant~~to ~~behavior;~~acquire customers.

•~~the~~Direct-to-Consumer ~~size,~~Alternatives: ~~composition~~Merchants increasingly use social media and ~~retention~~their ofown ~~our~~websites ~~customer~~to ~~and~~offer ~~merchant~~deals ~~bases;~~directly to consumers, bypassing third-party marketplaces like ours.

•~~density~~Specialized and ~~quality~~Traditional ofCompetitors: ~~our~~Niche ~~inventory;~~marketplaces (e.g., travel or food delivery apps), traditional offline coupon services, and other e-commerce platforms.

~~•delivery~~Many of aour ~~modern~~competitors ~~user~~have ~~experience~~greater ~~for~~financial ~~customers~~ and ~~modern~~data ~~experience~~resources, ~~and~~enabling ~~tools~~them ~~for~~to subsidize lower margins or invest more aggressively in customer acquisition. Because barriers to entry are low, new competitors can emerge quickly, and merchants; can easily shift their marketing budgets to alternative platforms.

~~•mobile~~Our ~~penetration~~ability to compete effectively depends on maintaining a dense selection of high-quality deals, demonstrating superior return on investment to merchants, and efficiently acquiring customers. We rely on platforms owned by some of our competitors for traffic; changes to their algorithms, ad pricing, or access policies could significantly increase our customer acquisition costs or limit our reach.

•If we fail to maintain our ~~ability~~value proposition or if competitors restrict our access to ~~drive~~key traffic tochannels, our ~~marketplace;~~market share, revenue, and profitability could be adversely affected

•the quality and performance of our merchants;

•our ability to maintain our current relationships with or attract new vendors, suppliers and service providers on agreeable terms;

•understanding local business trends;

•our ability to structure deals to generate positive return on investment for merchants;

•ease of use, performance, price and reliability of services offered either by us or our competitors;

•our ability to improve customer purchase frequency and customer lifetime value;

•the timing and market acceptance of deals we offer, including the developments and enhancements to those deals offered by us or our competitors;

•our customer and merchant service and support efforts;

•our ability to maintain contracts that are critical to our operations;

•selling and marketing efforts;

•the number, quality and reliability of the digital coupons that can be accessed through our platform;

•our ability to cost-effectively manage our operations and to complete the multi-phased cost savings plan and achieve the anticipated benefits from the plan; and

•our reputation and brand strength relative to our competitors.

Some of our competitors have longer operating histories, greater financial, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to benefit from their existing customer base with lower customer acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in consumer habits. Further, the macroeconomic environment may not have had, or in the future have, a comparable impact on these competitors' businesses. In addition, our competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies than we do, which may allow them to build larger customer and/or merchant bases or generate revenue from their customer bases more effectively than we do. Our competitors may offer deals that are similar to the deals we offer or that achieve greater market acceptance than the deals we offer. This could divert customers away from our websites and mobile applications, reduce our market share and adversely impact our gross profit. In addition, we are dependent on some of our existing or potential competitors for display advertisements and other marketing initiatives to acquire new customers. Our ability to utilize their platforms to acquire new customers may be adversely affected if they choose to compete more directly with us or prevent us from using their services.

Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices.

In the year ended December 31, ~~2024~~2025, approximately 8084% of our global transactions were completed on mobile devices. In order to continue to grow our mobile transactions and improve mobile conversion rates, it is critical that our applications are compatible with a range of mobile technologies, systems, networks and standards and that we provide a good, modern customer experience. Our business may be adversely affected if our customers choose not to access our offerings on their mobile devices, we are not successful in increasing mobile conversion rates, or if we fail to develop applications and product enhancements with adequate functionality and a positive customer experience on a wide range of mobile devices. ~~In addition, the success of our mobile application depends on our continued ability to distribute it through mobile application marketplaces (e.g., an app store).~~

AnIn ~~increase~~addition, inthe success of our ~~refund~~mobile ~~rates~~application ordepends ~~estimated~~on ~~liabilities~~our ~~with~~continued ~~respect~~ability to ~~unredeemed~~distribute ~~vouchers~~it ~~could~~through ~~adversely~~mobile ~~affect~~application marketplaces (e.g., an app store). We rely on "Gatekeeper" platforms (Apple App Store and Google Play) to distribute our ~~financial~~application. ~~results~~We have no control over the operating systems and marketplaces that control access to our app. These platform operators could:

•Unilaterally change their terms of service or fee structures (e.g., commission rates on in-app purchases), which would directly reduce our margins.

•Limit our access to user data (e.g., restricting Ad ID tracking), making it harder to attribute sales and personalize deals.

•Remove our application from their marketplaces entirely if they determine we are non-compliant with their evolving policies.

If we are unable to maintain our standing in these marketplaces, or if we fail to adapt our application to new operating system updates and privacy standards, we could lose access to the vast majority of our transaction volume.

An increase in our refund rates or inaccurate estimates of unredeemed vouchers could adversely affect our financial results.

Any downturns in general economic conditions or extended period of low consumer confidence in the future could increase our refund rates. An increase in our refund rates could significantly reduce our liquidity, profitability and financial results. We estimate future refunds based on historical refund experience by category. We assess the trends that could affect our estimates on an ongoing basis and make adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to our refund policies or general economic conditions, may cause future refunds to differ from our initial estimates. Our actual level of refund claims could prove to be greater than the level of refund claims we estimate. If our refund reserves are not adequate to cover future refund claims, this inadequacy could have a material adverse effect on our financial results. In addition, we may not be able to obtain reimbursement from merchants for refunds that we issue, which could have an adverse effect on our financial results.

We primarily use redemption payment terms with our merchants globally, and we are required under the applicable revenue recognition standard to estimate variable consideration from unredeemed vouchers. As a result, a significant percentage of our transactions require us to use projections in order to estimate revenue and liabilities associated with unredeemed vouchers. If the estimates that we use in projecting the likelihood of vouchers being redeemed prove to be inaccurate, our liabilities with respect to unredeemed vouchers may be materially different than the amounts shown in our financial statements, and our revenue and net income could be materially affected.

a significant percentage of our transactions require us to use projections in order to estimate revenue and liabilities associated with unredeemed vouchers. If the estimates that we use in projecting the likelihood of vouchers being redeemed prove to be inaccurate, our liabilities with respect to unredeemed vouchers may be materially different than the amounts shown in our financial statements, and our revenue and net income could be materially affected.

The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business.

In order to be successful, we must attract, retain and motivate executives and other key employees, including those in managerial, technical, accounting and sales positions. Hiring and retaining qualified executives, engineers, sales representatives and other key personnel are critical to our success, and competition can be intense for experienced and well qualified executives and employees~~, particularly in recent periods~~. In February 2023, our Chief Administrative Officer, General Counsel and Corporate Secretary resigned, in March 2023, we appointed a new Interim CEO who was then appointed as CEO in May 2024. In April 2023, we appointed a new CFO and in May 2023 we appointed a new Interim Chief Accounting Officer who was then appointed as Chief Accounting Officer in November 2023. Furthermore, we experienced disruption in our business due to the previously announced cost savings plan and significant turnover in our senior management team in 2023. Reductions in our workforce have led to employees filling certain key roles and we may experience additional changes in key roles in the future. Executive leadership and senior management transitions, reductions in workforce and significant employee turnover can be time consuming, difficult to manage, create instability, cause disruption to our business and the loss of institutional knowledge, and any of these issues could impede the execution of our day-to-day operations and our ability to fully implement our business and growth strategy. These impacts also make it more difficult to attract and retain talent.

In order to attract and retain key executives and employees in a competitive marketplace, we must cultivate a thriving and positive culture and provide a competitive compensation package, including cash and equity-based compensation. If the anticipated value of such equity-based compensation does not materialize, if our equity-based compensation otherwise ceases to be viewed as a valuable benefit or if our total compensation package is not viewed as competitive, our ability to attract, retain and motivate key executives and employees could be weakened. The failure to successfully hire and retain key executives and employees or the further loss of any key executives, senior management and employees could have a significant impact on our operations, including declining product identity and competitive differentiation, eroding employee morale and productivity or an inability to maintain internal controls, regulatory or other compliance -related requirements.

Our material weakness in internal control over financial reporting could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.21

~~The~~We previously identified material ~~weakness~~weaknesses in our internal control over financial reporting ~~identified as of December 31~~, ~~2022~~and isif ~~not~~we ~~yet~~fail ~~fully remediated. The material weakness is due~~ to ~~inadequate~~maintain ~~preventative~~effective ~~and~~internal ~~detective~~ controls, ~~over~~it ~~complex~~could ~~manual~~impair ~~calculations~~our ~~used~~ability to ~~record~~report ~~certain~~accurate ~~month-end~~and ~~balances.~~timely ~~While~~financial ~~management~~information ~~has made improvements to our internal controls, as described in Item 9A, Controls~~ and ~~Procedures,~~have ~~the~~a material ~~weakness~~and ~~will~~adverse ~~not~~effect beon ~~remediated until we have concluded, through testing, that~~ our ~~controls~~financial ~~are~~condition ~~operating~~and ~~effectively~~results ~~for a sufficient period~~ of ~~time~~operations.

As previously disclosed in our Annual Report on Form 10-K for the years ended December 31, 2024, 2023 and 2022, we identified a material weakness in internal control over financial reporting as of December 31, 2022. The material weakness was due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances. We completed remediation measures related to the material weaknesses and concluded, through testing, that our internal control over financial reporting was effective as of December 31, 2025 as described in Item 9A, Controls and Procedures. Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate.

If we fail to maintain effective internal controls, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC could be adversely affected. This could cause our financial reporting to be unreliable and potentially result in a restatement of our financial statements, which in turn could lead to a loss of investor confidence and a decline in the trading price of our common stock, and could subject us to investigation or sanctions by the SEC. Any such consequence or other negative effect could have a material adverse effect on our business, financial condition, and results of operations.

Failure to deal effectively with fraudulent transactions and customer disputes would increase our loss rate and harm our business.

We sell a variety of offerings to consumers through our marketplace, including our vouchers and digital coupon offerings with unique identifier codes. It is possible that consumers or other third parties will seek to create counterfeit vouchers or codes, fraudulent accounts or fraudulent banking information in order to improperly purchase or redeem goods and services. While we use advanced anti-fraud technologies, criminals may attempt to circumvent our anti-fraud systems using increasingly sophisticated methods, including AI-driven synthetic identities. In addition, our service could be subject to employee fraud, other internal security breaches, or merchant fraud; and we may be required to reimburse customers or merchants for any funds stolen or revenue lost as a result of such breaches. If merchants are affected by buyer fraud or other types of fraud, they could also request reimbursement, or stop offering goods or services on our marketplaces. If our anti-fraud systems fail to detect these attacks in real-time, we could face direct financial losses from chargebacks and inventory loss.

20Additionally, we may incur losses from claims that the customer did not authorize a purchase, from credit card fraud, from merchant fraud, from erroneous transmissions, and from customers who have closed bank accounts or have insufficient funds in them to satisfy payments. We also may incur losses as a result of purchases made with fraudulent credit card information, even if the associated financial institution approved payment of the transaction. In addition to the direct costs of any such losses, if the losses are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment. If we were unable to accept credit cards for payment, we would suffer substantial reductions in revenue, which would cause our business to suffer. While we have taken measures to detect and reduce the risk of fraud, these measures need continual improvement and may not be effective against new and continually evolving forms of fraud and may not timely detect fraud. If we are unable to effectively combat fraudulent transactions or if we otherwise experience increased levels of fraud or disputed credit card payments, our business could materially suffer.

circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our service could be subject to employee fraud or other internal security breaches or merchant fraud, and we may be required to reimburse customers or merchants for any funds stolen or revenue lost as a result of such breaches. If merchants are affected by buyer fraud or other types of fraud, they could also request reimbursement, or stop offering goods or services on our marketplaces.

Although we have not incurred material losses from fraud or counterfeit vouchers or digital codes in the past, we could incur material losses from such activities in future periods. Additionally, we may incur losses from claims that the customer did not authorize a purchase, from credit card fraud, from merchant fraud, from erroneous transmissions, and from customers who have closed bank accounts or have insufficient funds in them to satisfy payments. We also may incur losses as a result of purchases made with fraudulent credit card information, even if the associated financial institution approved payment of the transaction. In addition to the direct costs of any such losses, if the losses are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment. If we were unable to accept credit cards for payment, we would suffer substantial reductions in revenue, which would cause our business to suffer. While we have taken measures to detect and reduce the risk of fraud, these measures need continual improvement and may not be effective against new and continually evolving forms of fraud and may not timely detect fraud. If we are unable to effectively combat fraudulent transactions or if we otherwise experience increased levels of fraud or disputed credit card payments, our business could materially suffer.

We are subject to payments-related risks.

We accept payments using a variety of methods, including credit cards, debit cards and gift certificates. As we offer new payment options to customers, we may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. In addition, our credit card and other payment processors generally have broad discretion to impose receivable holdbacks or reserve requirements based on changes to our business model or material changes in our financial condition, and could do so in the future. Any material increase in receivable holdbacks or reserve requirements could have a material impact on our cash flow and available liquidity. In the event our strategy is unsuccessful or our business and financial condition deteriorates significantly, these payment processors could increase holdback amounts or reserve requirements due to concerns with our financial condition, which could adversely affect our liquidity. Additionally, if any of our payment processors, who we rely on for processing of credit cards and debit cards, were to become unwilling or unable to provide these services to us, including by terminating a relationship with us, whether as a result of a failure by us to meet our contractual obligations or for other reasons, or if any of them were to refuse to renew or renegotiate its agreement with us on commercially acceptable terms, it could disrupt our business, which could adversely impact our financial condition and reputation.

We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. Specifically, we are required to meet certain PCI Data Security Standards issued by the Payment Card Industry Security Standards Council. If we fail to maintain PCI compliance or compliance with other related rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from customers or facilitate other types of online payments, and our business and operating results could be adversely affected.

We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, and privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties. In addition, events affecting our third-party payment processors or our integrations with them, including cyber-attacks, Internet or other infrastructure or communications impairment or other events that could interrupt the normal operation of our payment processors or our integrations with them, could result in unauthorized access to customer information and could have a material adverse effect on our business.

Risks Related to Technology and Cybersecurity

We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace.

The traffic to our websites and mobile applications, including from consumers responding to our emails and SEO has declined in recent years. As such, we must focus on diversifying our sources of traffic, including by developing sources of traffic in addition to email and SEO and optimizing the efficiency of our marketing spending. If we are not able to diversify our sources of traffic and acquire and retain customers efficiently, our business and results of operations could be adversely affected.

Email continues to be a significant source of organic traffic for us. If email providers or Internet service providers implement new or more restrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to our customers or for customers to access our site and services. For example, certain email providers, including Google, categorize our emails as "promotional," and these emails are directed to an alternate, and less readily accessible, section of a customer's inbox. If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers’ email handling or authentication technologies, our ability to contact customers through email could be significantly restricted. In addition, if we are placed on "spam" lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed.

We also rely heavily on Internet search engines to generate traffic to our websites, principally through SEM and SEO. The number of consumers we attract from search engines to our platform is due in large part to how and where information from, and links to, our websites are displayed on search engine results pages. The display, including rankings, of search results can be affected by a number of factors, many of which are not in our control and may change at any time. Search engines frequently update and change the logic that determines the placement and display of the results of a user’s search such that the purchased or algorithmic placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our websites to place lower in search query results. If a major Internet search engine changes its algorithms in a manner that negatively affects our search engine ranking it could create additional traffic headwinds for us and negatively affect our results of operations.

Furthermore, web browser providers have implemented and may continue to implement changes in their browsers.

We also rely on mobile marketplace operators (i.e., app store operators) to drive downloads of our mobile application. If any mobile marketplace operator determines that our mobile application is non-compliant with its vendor policies, the operator may revoke our rights to distribute through its marketplace or refuse to permit a mobile application update at any time. These operators may also change their mobile application marketplaces or mobile operating systems in a way that negatively affects the prominence of, effectiveness of, or ease with which users can access, our mobile application.

Email, Internet service and web browser providers, as well as Internet search engines and mobile marketplace operators continue to remain focused on concerns surrounding user and data privacy and protection. Any of these parties may take additional action in the future to respond to such concerns, which could have a negative impact on our business and results of operations.

We may be subject to breaches of our information technology systems, which could harm our relationships with our customers, merchants, employees and third-party business partners, subject us to negative publicity and litigation, and cause substantial harm to our business or brand.

In operating a global online business, with operations in thirteen countries, we and our third-party service providers maintain significant proprietary information and maintain large amounts of personal data and confidential information about our employees, customers and merchants. We and such service providers are at constant risk of cyber-attacks or cyber intrusions via the Internet, computer viruses, break-ins, malware, ransomware, phishing attacks, hacking, denial-of-service attacks or other attacks and similar disruptions from the unauthorized use of or access to computer systems (including from internal and external sources). These types of incidents continue to be prevalent and pervasive across industries, including in our industry, and such attacks on our systems have occurred

inWe ~~the past and~~ are ~~expected~~subject to ~~occur~~a invariety ~~the future. In addition, we expect the amount and sophistication~~ of ~~the perpetrators of these attacks to continue to expand, which could include state~~payments-~~sponsored~~related ~~actors.~~risks ~~Further, we believe~~ that our websites and mobile applications are attractive targets for such attacks as a result of the high profile of our brand and the amount and type of information we maintain relating to our customers and merchants. Any such attack could ~~lead~~adversely toaffect interruptions, delays or website outages, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information. Further, third party service providers we utilize in our ~~operations could be targeted by such cyber attacks~~business, ~~which~~financial ~~could indirectly impact our business~~condition, byand ~~way~~results of ~~similar adverse consequences to a direct attack depending on the type of service~~operations.

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~~Although~~Risks ~~cybersecurity~~Related ~~and the continued development and enhancement of our controls, processes and practices designed~~ to ~~protect~~Technology ~~our systems, computers, software, data~~ and networks from attack, damage or unauthorized access are a high priority for us, our activities and investment may not be deployed quickly enough or successfully protect our systems against all vulnerabilities, including technologies developed to bypass our security measures or zero day vulnerabilities. In addition, outside parties may attempt to fraudulently induce employees, merchants or customers to disclose access credentials or other sensitive information in order to gain access to our systems and networks. We also may be subject to additional vulnerabilities as we utilize third parties to provide various services for our operations (e.g., cloud services) and integrate the systems, computers, software and data of acquired businesses and third-party business partners into our networks and separate the systems, computers, software and data of disposed businesses from our networks.Cybersecurity

AsWe ~~described~~rely in Item 1.C - Cybersecurity, we maintain a cybersecurity risk management program that is overseen by our IT and Information Security teams. A member of our IT and Information Security teams regularly reports to the Audit Committee on the state of our cybersecurity program and provides updates on cybersecurity matters. We also conduct an annual cybersecurity review with our Board. As part of our cybersecurity risk management programemail, weInternet ~~employ~~search ~~security~~engines ~~practices to protect~~ and ~~maintain~~mobile ~~the~~application ~~systems~~marketplaces ~~located at our hosting providers, invest in intrusion, anomaly, and vulnerability detection tools and engage third-party security firms~~ to ~~test~~drive ~~the~~traffic ~~security of our websites and systems. In addition, we regularly evaluate and assess our systems and the controls, processes and practices~~ to ~~protect those systems and also conduct penetration testing against~~ our ~~own~~marketplace ~~systems. The evaluations, assessments~~ and testing identify areas of potential weakness in, and suggested improvements to, the maturity of our systems, processes, and risk management framework as well as vulnerabilities in those systems, processes and risk management framework that could be attacked and exploited to access and acquire ~~proprietary and confidential information, including information about our~~ customers ~~and merchants~~. There are no assurances that our cybersecurity risk mitigation program or actions and investments to improve the maturity of our systems, processes and risk management framework or remediate vulnerabilities will be sufficient or completed quickly enough to prevent or limit the impact of any cyber intrusion or related attack.

In ~~addition~~recent years, ~~in the future~~ we ~~may~~have beexperienced ~~required~~declines toin ~~expend~~traffic ~~significant~~from ~~additional~~email resources to rebuild our internal systems; implement additional threat protection measures; provide modifications or enhancements to our websites, mobile applications, protective measures, controls, systems, processes, and ~~risk~~search ~~management~~engine ~~framework;~~optimization ~~or investigate or remediate any information security vulnerabilities. These improvements~~(SEO), ~~modifications~~which ~~and~~has ~~enhancements~~increased ~~may take significant time to implement. Further,~~ the ~~sophistication~~importance of ~~potential~~diversifying ~~attacks~~our orsources ~~the capabilities~~ of ~~our~~traffic ~~systems~~ and ~~processes~~optimizing ~~may~~our ~~not~~marketing ~~permit us to detect the occurrence of cyber incidents until significant data loss has occurred~~spend. ~~Moreover,~~If ~~because~~we ~~the~~are ~~techniques~~unable ~~used~~ to ~~gain~~effectively ~~access~~diversify toour ortraffic ~~sabotage~~sources ~~systems~~or ~~often~~efficiently ~~are~~acquire ~~not~~and ~~recognized~~retain ~~until launched against a target~~customers, weour ~~may~~business beand ~~unable~~results toof ~~anticipate~~operations ~~the~~could ~~methods~~be ~~necessary~~adversely to affected.

Our ability to reach customers through email is subject to the policies and practices of email and Internet service providers, which may change at any time. For example, emails may be categorized as “promotional” or “spam,” reducing their visibility and effectiveness. If email providers materially limit or block the delivery of our emails, or if we are unable to comply with evolving email authentication and content standards, our ability to communicate with customers could be significantly restricted, negatively impacting our operating results.

We also depend on Internet search engines to generate traffic through both paid and organic search. Search engines frequently update their algorithms and user interfaces, which can affect the ranking and visibility of our content. The integration of generative AI and “zero-click” search features may further reduce traffic to our marketplace by providing direct answers to user queries or prioritizing AI-generated summaries over links to our site. Any adverse changes in search engine practices could reduce traffic to our platform and negatively affect our results.

Additionally, we rely on mobile application marketplaces to distribute our app. If a marketplace operator determines that our app is non-compliant with its policies, or changes its marketplace or operating system in a way that reduces the visibility or accessibility of our app, our ability to acquire and retain mobile users could be impaired.

Finally, email providers, search engines, and mobile marketplace operators may take additional actions in response to evolving privacy and data protection concerns, which could further restrict our ability to reach customers and impact our business and results of operations.

We are subject to the risk of breaches of our information technology systems, which could result in the unauthorized access to, or disclosure of, proprietary, confidential, or personal information relating to our customers, merchants, employees, and business partners.

As a global online business operating in multiple jurisdictions, we and our third-party service providers maintain significant volumes of sensitive data and are exposed to a wide range of cyber threats, including malware, ransomware, phishing, hacking, denial-of-service attacks, and other forms of cyber intrusion. These threats are

~~defend~~increasing ~~against~~in ~~these~~frequency ~~types of attacks~~ and ~~we cannot predict the extent~~sophistication, ~~frequency~~and ~~or impact these problems~~ may ~~have~~originate onfrom ~~us.~~external ~~Any actual breach~~actors, the perceived threat of a breach, or a perceived breach could cause our customers, merchants, employees and payment card processors to cease doing business with us or do business with us less frequently, subject us to lawsuits (including ~~claims~~state-sponsored ~~for damages)~~entities, ~~investigations, regulatory fines~~ or ~~other~~from ~~action~~internal ~~or liability or damage to our brand and reputation, which would harm our business, financial condition and results of operations~~sources.

A successful cyber-attack or other security incident could result in interruptions to our operations, loss or corruption of data, unauthorized disclosure of confidential or personal information, and could harm our relationships with customers, merchants, employees, and third-party business partners. Such incidents could also result in negative publicity, loss of customer or merchant trust, regulatory investigations, litigation, and significant financial and reputational harm.

While we maintain a cybersecurity risk management program (as described in Item 1C), our security measures, and those of our third-party vendors, may be bypassed or otherwise fail to prevent or detect a cyber incident. In addition, outside parties may attempt to fraudulently induce employees, merchants, or customers to disclose access credentials or other sensitive information in order to gain access to our systems and networks. We may also be subject to additional vulnerabilities as we utilize third parties to provide various services for our operations (e.g., cloud services and SaaS platforms), and as we integrate the systems and data of acquired businesses and third-party partners into our networks. A successful attack on one of our third-party vendors (a "supply chain attack") could result in a compromise of our data or a disruption of our operations even if our own systems remain secure.

Our risk and exposure to these matters is heightened by the evolving nature of cyber threats, the complexity of our systems, the volume of transactions we process, our international footprint, and the various and evolving laws and regulations governing data protection. Despite our efforts to enhance our cybersecurity posture, there can be no assurance that our risk mitigation measures will be sufficient or timely to prevent or limit the impact of a cyber incident. Any actual or perceived breach could result in loss of business, regulatory fines, litigation, and damage to our brand and reputation, which could adversely affect our business, financial condition, and results of operations.

For additional information regarding our cybersecurity risk management and governance, see Item 1C – Cybersecurity.

Our business depends on our ability to maintain and improve the technology infrastructure necessary to send our emails and operate our websites, mobile applications and transaction processing systems, and any significant disruption in service on our email network infrastructure, websites, mobile applications or transaction processing systems could result in a loss of customers or merchants.

Customers access our marketplaces through our websites and mobile applications, as well as via emails that are often targeted by location, purchase history and personal preferences. Customers can also access our deal offerings indirectly through third-party search engines. Our reputation and ability to acquire, retain and serve our current and potential customers are dependent upon the reliable performance of our websites, mobile applications, email delivery and transaction processing systems and the underlying network infrastructure. Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be prolonged and harmful to our business. If our websites or mobile applications are unavailable when users attempt to access them, or if they do not load as quickly as expected, users may not return as often in the future, or at all. We have spent and expect to continue to spend substantial amounts on cloud-based technology and related network infrastructure and services to handle the traffic on our websites and mobile applications and to help shorten the time of or prevent system interruptions. The operation of these systems is expensive, complex and not immune to operational failures. While resiliency and redundancy are considerations in the design and operation of Groupon's systems, interruptions, delays or failures in these systems, whether due to earthquakes, adverse weather conditions, other natural disasters, power loss, computer viruses, cybersecurity attacks, physical break-ins, terrorism, errors in our software or otherwise, could be prolonged and could affect the security or availability of our websites and applications, and prevent our customers from accessing our services. If we do not maintain or expand our infrastructure successfully or if we experience operational failures or prolonged disruptions or delays in the availability of our systems, we could lose current and potential customers and merchants, which could harm our operating results and financial condition.

In addition, a portion of our infrastructure is hosted by third-party providers. We also rely on a variety of tools and third-party commercial partners to provide certain services and offerings (e.g., booking and ticketing tools). Any disruption or failure of these providers, tools and/or other third parties to handle existing or increased traffic and transactions could significantly harm our business. Any financial or other difficulties these providers face ~~may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.~~

As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations.

We rely on cloud-based applications and platforms for critical business functions. In early 2023, we completed the migration of our public-facing websites, internal applications and services, as well as our back-end business intelligence systems from being hosted at our data centers to a multi-cloud infrastructure. If we are not able to realize the anticipated benefits of our migration to this multi-cloud infrastructure, our business could be harmed. To date, although we may be subject to additional risk of cybersecurity breaches or other improper access to our data or confidential information following our migration to cloud-based computing platforms, the risk is less than us building and managing our own data centers before we moved to these cloud-based services. In addition, cloud computing services may operate differently than anticipated when introduced or when new versions or enhancements are released. As we have increased our reliance on cloud-based computing services, our exposure to damage from service interruptions may increase. In the event any such issues arise, it may be difficult for us to switch our operations from our primary cloud-based providers to alternative providers. Further, any such transition could involve significant time and expense and could negatively impact our ability to deliver our products and services, which could harm our financial condition and results of operations.

may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.

We rely on cloud-based applications and platforms for critical business functions. We have fully migrated our core operations to a multi-cloud infrastructure. If we are not able to realize the anticipated benefits of continued usage of this multi-cloud infrastructure, our business could be harmed. In addition, cloud computing services may operate differently than anticipated when introduced or when new versions or enhancements are released. As we have increased our reliance on cloud-based computing services, our exposure to damage from service interruptions may increase. In the event any such issues arise, it may be difficult for us to switch our operations from our primary cloud-based providers to alternative providers. Further, any such transition could involve significant time and expense and could negatively impact our ability to deliver our products and services, which could harm our financial condition and results of operations.

Our use of AI and machine learning poses new operational, legal, and reputational risks.

We continue to integrate AI technologies into our platform to enhance internal efficiency, marketing automation, and customer support. The use of these rapidly evolving technologies presents significant risks, including:

•Accuracy and Reputation: Generative AI models may produce inaccurate, biased, or offensive content. If our AI tools generate false deal terms or inappropriate customer communications, we could be exposed to liability for deceptive trade practices, regulatory scrutiny, and reputational harm.

•Intellectual Property and Liability: Content generated by AI, such as deal descriptions or marketing images, may not be eligible for copyright protection, limiting our ability to enforce intellectual property rights. Additionally, if our AI vendors use copyrighted third-party data to train their models, we could face infringement claims, resulting in legal costs or restrictions on our use of AI-generated content.

•Data Security and Privacy: The use of third-party AI tools may require sharing sensitive data with vendors. If proprietary merchant information or consumer personal data is inadvertently fed into public AI models, it could be exposed or used to train models accessible to others, increasing the risk of data breaches and loss of confidential information.

•Regulatory Uncertainty: Laws and regulations governing AI are rapidly evolving. New or proposed regulations could impose significant compliance costs, restrict our ability to deploy AI tools, or require changes to our business practices.

While we continue to implement policies and controls to mitigate these risks, the effectiveness of such measures is not assured given the pace of technological and regulatory change. If any of these risks materialize, our operations, financial results, and reputation could be adversely affected.

Risks Related to Transactions and Investments

Acquisitions, dispositions, joint ventures and strategic investments could result in operating difficulties, dilution and other consequences.

We routinely evaluate and consider a wide array of potential strategic transactions, including acquisitions and dispositions of businesses, joint ventures, technologies, services, products and other assets and minority investments. The pursuit and consummation of such transactions can result in operating difficulties, dilution, management distraction and other potentially adverse consequences. In the past, we have acquired and divested a number of companies and may complete additional transactions in the future.

Acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the acquired business and the performance of acquired customers, valuation of the acquired business and integration risks such as difficulties integrating acquired personnel into our business, the potential loss of key employees, customers or suppliers, difficulties in integrating different computer, payment and accounting systems and exposure to unknown or unforeseen liabilities of acquired companies. In addition, the integration of an acquisition could divert management's time and our resources. If we pay for an acquisition or a minority investment in cash, it would reduce our cash available for operations or cause us to incur debt, and if we pay with our stock, it could be dilutive to our stockholders. In addition, dispositions and attempted dispositions also involve significant risks and uncertainties, such as the risk of destabilizing the applicable operations, the loss of key personnel, the terms and timing of any dispositions, the ability to obtain necessary governmental or regulatory approvals, post-disposal disputes and indemnification obligations and risks and uncertainties with respect to the separation of disposed operations, including, for example, transition services, access by purchasers to certain of our systems and tools during transition periods, the migration of data and separation of systems, data privacy matters and misuse of trademarks and intellectual property. We may be unable to successfully complete potential strategic transactions or dispositions on a timely basis or at all, or we may not realize the anticipated benefits of any of our strategic transactions or dispositions (including any transactions involving minority investments) in the time frame expected or at all.

We do not have the ability to exert control over our minority investments, and therefore we are dependent on others in order to realize their potential benefits.

We currently hold non-controlling minority investments in entities, including SumUp, and we may make additional strategic minority investments in the future. Such minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the investments. We are dependent on such entities in order to realize the potential benefits of these investments. Further, currently there is no public market for the securities of any such entity, and we may not have rights with respect to transactions involving any of these entities. Other investors in these entities may have business goals and interests that are not aligned with ours, or may exercise their rights in a manner in which we do not approve. These circumstances could lead to delayed decisions or disputes and litigation with those other investors, all of which could have a material adverse impact on our reputation, business, financial condition and results of operations.

If these entities seek additional financing, such financing or other transactions may result in further dilution of our ownership stakes, and such transactions have, and in the future may, occur at lower valuations than the investment transactions through which we acquired such interests, which could significantly decrease the fair values of our investments in those entities. Alternatively, if any such financing or other transactions occur at higher valuations in the future, we may not be able to realize the potential benefits of such higher valuation. In addition, the lack of availability of financing on commercially reasonable terms or a decline in the business performance, financial condition and competitive environment of any of our minority investments could result in lower financial results or forecasted results, which also could significantly decrease the fair values of our investments in those entities. Further, we have made an irrevocable election to account for our investments in Monster Holdings LP and Nearby Pte Ltd at fair value with changes in fair value reported in earnings. Our other equity method investments, including SumUp, are accounted for at cost adjusted for observable price changes and impairments. The accounting for our investments has and may continue to cause fluctuations in our earnings from period to period, which could be significant.

of key employees, customers or suppliers, difficulties in integrating different computer, payment and accounting systems and exposure to unknown or unforeseen liabilities of acquired companies.

In addition, the integration of an acquisition could divert management's time and our resources. If we pay for an acquisition or a minority investment in cash, it would reduce our cash available for operations or cause us to incur debt, and if we pay with our stock, it could be dilutive to our stockholders.

Dispositions and attempted dispositions also involve significant risks and uncertainties, such as the risk of destabilizing the applicable operations, the loss of key personnel, the terms and timing of any dispositions, the ability to obtain necessary governmental or regulatory approvals, post-disposal disputes and indemnification obligations and risks and uncertainties with respect to the separation of disposed operations, including, for example, transition services, access by purchasers to certain of our systems and tools during transition periods, the migration of data and separation of systems, data privacy matters and misuse of trademarks and intellectual property. We may be unable to successfully complete potential strategic transactions or dispositions on a timely basis or at all, or we may not realize the anticipated benefits of any of our strategic transactions or dispositions (including any transactions involving minority investments) in the time frame expected or at all.

We do not have the ability to exert control over our minority investments, and therefore we are dependent on others in order to realize their potential benefits.

Further, currently there is no public market for the securities of any such entity, and we may not have rights with respect to transactions involving any of these entities. Our ability to monetize these investments is dependent on market conditions and the strategic decisions of the majority shareholders. Other investors in these entities may have business goals and interests that are not aligned with ours, or may exercise their rights in a manner in which we do not approve. These circumstances could lead to delayed decisions or disputes and litigation with those other investors, all of which could have a material adverse impact on our reputation, business, financial condition and results of operations.

Further, we have made an irrevocable election to account for our investments in Monster Holdings LP and Nearbuy Pte Ltd at fair value with changes in fair value reported in earnings. Our other equity method investments, including SumUp, are accounted for at cost adjusted for observable price changes and impairments. The accounting for our investments has and may continue to cause fluctuations in our earnings from period to period, which could be significant.

Risks Related to Our Brand and Intellectual Property

We allow third parties to sell products via our site, which increases our risk of litigation and other losses.

Our Goods category is operated on a third-party marketplace model in which we allow third party merchants to sell products to our customers via our marketplace platforms. By allowing third parties to sell products on our platform, we are subject to intellectual property and other risks, including that the merchandise may be of disputed authenticity, obtained or sourced outside of the rights holder's established distribution channels ~~or damaged~~, ~~which could result in potential liability under applicable laws~~counterfeit, ~~regulations, agreements and orders and increase the amount of returned merchandise~~ or ~~customer refunds~~damaged. Further, we may be found to be directly liable for actions by third party merchants who sell goods on our site. In addition, brand owners or regulators may take legal action against us. Even if we prevail, any such legal action could result in costly litigation, generate adverse publicity for us, and have a material adverse impact on our business, financial condition, results of operations, brand and reputation. Further, in any such matter, we may not be entitled to indemnification from the third-party merchant, or able to effectively enforce the merchant’s contractual indemnification obligations.

Risks regarding the provenance of goods are heightened by the current trade environment. Potential increases in U.S. tariffs or trade restrictions may incentivize third-party merchants to source goods from unauthorized channels or attempt to bypass customs classifications to maintain margins. This could result in potential liability under applicable laws, regulations, agreements and orders and increase the amount of returned merchandise or customer refunds.

Further, we may be found to be directly liable for actions by third party merchants who sell goods on our site. In addition, brand owners or regulators may take legal action against us. While we rely on existing legal and regulatory frameworks, as well as platform safeguards, to limit our liability for third-party content, these protections may change over time due to evolving judicial interpretations or legislative actions. Even if we prevail, any such legal action could result in costly litigation, generate adverse publicity for us, and have a material adverse impact on our business, financial condition, results of operations, brand and reputation. Further, in any such matter, we may not be entitled to indemnification from the third-party merchant, or able to effectively enforce the merchant’s contractual indemnification obligations.

We may be subject to substantial liability claims and damage to our brand and reputation if people or property are harmed by the products or services offered through our marketplace.

Some of the products and services offered through our marketplace may expose us to liability claims relating to personal injury, death, negligence, intentional misconduct, assault, abuse or environmental or property damage. Certain merchants and third parties sell products and offer services using our marketplace that based on the type of product or service, may increase our exposure to substantial claims and litigation, especially if these merchants or third-party sellers do not have sufficient protection from such claims or ability to pay for any judgments, liens, or fines that may be assessed. Although we believe we are not liable for the goods or services that merchants or third-parties offer through our marketplace, there is no assurance that a court would rule in our favor on such issues. Further, while we maintain liability insurance, we cannot be certain our coverage will apply to the claims at issue, be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, some of our agreements with vendors, merchants and third-party sellers do not indemnify us from certain liability and costs or we may not be able to effectively enforce our contractual indemnification rights. Claims relating to products or services offered through our marketplace also could result in significant damage to our brand and reputation regardless of whether we are ultimately liable for any such claims.

Our processes and procedures for onboarding merchants and third-party sellers also may expose us to liability claims or damage to our brand and reputation, if the processes or procedures are deemed inadequate. Additionally, while we maintain multiple channels through which our customers can submit feedback or complaints about their experiences with merchants and other third-party sellers on our platform, because our customers often deal directly with the sellers, pertinent feedback may not be provided to us. Moreover, our evaluation of any customer feedback or complaints we receive is subjective based on the information, which is sometimes very limited, that our customers provide, and we may not take, or be able to take, action in response to feedback or complaints. If our systems and procedures with respect to any such feedback or complaints are determined to be inadequate or any action or inaction is found to be inadequate, including, by way of example, not discontinuing on a timely basis offers of deals with merchants or sellers that have been the subject of material complaints, we could face substantial additional liability and damage to our brand and reputation for the misconduct of such merchants or third-party sellers.

We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

We regard our trademarks, service marks, copyrights, trade dress, trade secrets, proprietary technology, merchant lists, subscriber lists, sales methodology and similar intellectual property as critical to our success, and we rely on trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements with our employees and others to protect our proprietary rights. Effective intellectual property protection may not be available in every country in which our deals are made available. We also may not be able to acquire or maintain appropriate domain names or trademarks in all countries in which we do business. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties from acquiring and using domain names or trade names that are similar to, infringe upon or diminish the value of our trademarks and other proprietary rights. We may be unable to prevent third parties from

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using and registering our trademarks, or trademarks that are similar to, or diminish the value of, our trademarks in some countries.

We ~~may~~are ~~not~~increasingly beintegrating ~~able~~Generative toAI ~~discover~~tools orinto ~~determine the extent of any unauthorized use of~~ our ~~proprietary~~content ~~rights.~~creation ~~Third~~and ~~parties~~marketing ~~that license our intellectual property rights also may take actions that diminish the value of our proprietary rights or reputation~~processes. The ~~protection~~legal offramework ~~our~~regarding ~~intellectual property may require~~ the ~~expenditure~~copyright ability of ~~significant~~AI-generated ~~financial~~content ~~and~~is ~~managerial resources~~unsettled. ~~Moreover,~~If ~~the steps~~ we ~~take~~cannot toclaim ~~protect~~ownership ~~our~~of ~~intellectual~~AI-generated ~~property~~assets, ~~may not adequately protect~~ our ~~rights~~ability orto prevent ~~third~~competitors ~~parties~~ from ~~infringing~~copying ~~or misappropriating~~ our ~~proprietary~~content ~~rights. We are currently subject to multiple lawsuits and disputes related to our intellectual property and service offerings. We~~ may ~~in the future~~ be ~~subject to additional litigation and disputes~~diminished. ~~The~~Conversely, ~~costs~~if ofour ~~engaging~~internal inAI ~~such~~tools ~~litigation~~inadvertently ~~and~~reproduce ~~disputes~~copyrighted ~~are~~third-party ~~considerable~~material, ~~and~~we ~~there~~could ~~can~~ be nosubject ~~assurances~~to ~~that~~infringement ~~favorable outcomes will be obtained~~lawsuits.

We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. The protection of our intellectual property may require the expenditure of significant financial and managerial resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. We are currently subject to multiple lawsuits and disputes related to our intellectual property and service offerings. We may in the future be subject to additional litigation and disputes. The costs of engaging in such litigation and disputes are considerable, and there can be no assurances that favorable outcomes will be obtained.

We are currently subject to third-party claims that we infringed upon proprietary rights or trademarks and expect to be subject to additional claims in the future. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us or the payment of damages by us. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers and merchants could be impaired and our business and operating results could be harmed.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing the "Groupon" brand is critical to expanding our base of customers and merchants. In addition, maintaining and enhancing our brand may require us to make substantial additional investments over time and these investments may not be successful. If we fail to promote, maintain and protect the "Groupon" brand, our business, operating results and financial condition may be adversely affected. We anticipate that, as the local experiences market becomes increasingly competitive, maintaining and enhancing our brand may become more difficult and expensive. Maintaining and enhancing our brand will depend largely on our ability to continue to provide reliable, trustworthy and high quality inventory on our marketplace, which we may not do successfully.

We receive a high degree of media coverage around the world. Unfavorable publicity or consumer perception of our websites, mobile applications, practices or service offerings, or the offerings of our merchants or their products, could adversely affect our reputation, resulting in difficulties in recruiting, decreased revenue and a negative impact on the number of merchants we feature and the size of our customer base, the loyalty of our customers and the number and variety of our offerings. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Risks Related to Legal, Regulatory, Privacy and Tax Matters

We are involved in pending litigation and other claims and an adverse resolution of such matters may adversely affect our business, financial condition, results of operations and cash flows.

We are involved from time to time in litigation regarding, among other matters, patent and other intellectual property claims, consumer claims, contract disputes with merchants and vendors, employment claims, and securities law claims. Litigation, dispute resolution proceedings and investigations can be expensive, time-consuming and disruptive to normal business operations. The results of complex legal proceedings are often uncertain and difficult to predict. An unfavorable outcome with respect to any of these lawsuits or claims could have a material adverse effect on our business, financial condition, results of operations and cash flows. For additional information, see Item 8, Note 910, Commitments and Contingencies to the Consolidated Financial Statements.

We may also be the target of tort or negligence claims relating to incidents, injuries or illnesses incurred by customers visiting merchants. Although we disclaim legal liability for such claims and advise all of our customers that the merchants are solely responsible to purchasers for the care and quality of the advertised goods and services, there is no assurance that a court would rule in our favor on such issues. We also hold indemnity rights with respect to merchants in relation to any such claims, but there is no assurance that merchants will be sufficiently capitalized to cover all incurred losses.

Although we maintain insurance, we cannot be certain our coverage will apply to the claims at issue, be adequate for any liability incurred, or continue to be available to us on economically reasonable terms, or at all. The cost of insurance, including directors and officer insurance, errors and omission insurance, product liability, general liability insurance and other types of policies, has increased and could increase further at any time or become more limited based on market conditions or other circumstances outside of our control. Furthermore, certain insurance coverages may not be available for specific risks faced by us. Insurance premium increases and increased risk due to lack of availability, reduced coverage or increased deductibles could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The application of certain laws and regulations, including, among other laws, the CARD Act and similar state and foreign laws, may harm our business and results of operations.

The application of certain laws and regulations to vouchers is uncertain. Vouchers may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act, state laws governing gift cards, stored value cards and coupons, and, in certain instances, potentially subject to unclaimed and abandoned property laws. Other foreign jurisdictions have similar laws in place, in particular European jurisdictions where the European E-Money Directive regulates the business of electronic money institutions. Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. For example, if vouchers are subject to the CARD Act and are not included in the exemption for promotional programs, it is possible that the purchase value, which is the amount equal to the price paid for the voucher, or the promotional value, which is the add-on value of the voucher in excess of the price paid, or both, may not expire before the later of (i) five years after the date on which the voucher was issued; (ii) the voucher’s stated expiration date (if any); or (iii) a later date provided by applicable state law. In the event that it is determined that vouchers sold through our platform are subject to the CARD Act or any similar state or foreign law or regulation, and are not within various exemptions that may be available under the CARD Act or under some of the various state or foreign jurisdictions, our liabilities with respect to unredeemed vouchers may be materially higher than the amounts shown in our financial statements and we may be subject to additional fines and penalties.

In addition, ~~from~~federal ~~time to time, we may be notified of additional laws, or developments in existing laws~~ and ~~regulations~~state ~~that~~regulators ~~governmental~~are ~~organizations~~increasingly orscrutinizing ~~others~~pricing ~~may claim should be applicable to our business, or that otherwise affect our operations~~practices. If weour ~~are~~display ~~required~~of toprices, ~~alter our business practices~~taxes, or ~~there~~processing ~~are~~fees ~~other~~is ~~market~~deemed ~~changes,~~deceptive asunder anew ~~result~~interpretation of ~~any~~consumer ~~laws~~protection ~~and regulations~~laws, ~~our~~we ~~revenue~~ could ~~decrease,~~face ~~our~~significant ~~costs~~fines ~~could increase~~ and ~~our business could otherwise~~ be ~~harmed.~~forced ~~In addition, the costs and expenses associated with defending any actions related~~ to, oralter ~~otherwise reacting to, such legal or regulatory developments, and any related payments (including penalties, judgments, settlements or fees) could adversely impact~~ our ~~profitability.~~checkout ~~To the extent that we expand into new lines of business and new geographies~~flows, wepotentially ~~will~~impacting ~~become~~conversion ~~subject to additional laws and regulations~~rates.

From time to time, we may be notified of additional laws, or developments in existing laws and regulations that governmental organizations or others may claim should be applicable to our business, or that otherwise affect our operations. If we are required to alter our business practices, or there are other market changes, as a result of any laws and regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to, or otherwise reacting to, such legal or regulatory developments, and any related payments (including penalties, judgments, settlements or fees) could adversely impact our profitability. To the extent that we expand into new lines of business and new geographies, we will become subject to additional laws and regulations.

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce, which could impede our growth or limit our ability to offer certain online services in the future. These regulations and laws may involve taxation, tariffs and other trade policies, subscriber privacy, anti-spam, data protection, content, reference pricing, copyrights, distribution, communications, consumer protection, the provision of online payment services and the characteristics and quality of services. The application of existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy to the Internet is not clear as the vast majority of these laws were adopted prior to the advent of, and do not contemplate or address the unique issues raised by, the Internet or e-commerce. In addition, it is possible that governments of one or more countries may seek to censor, or entirely block access to the content available on our websites, mobile applications, or marketing emails. Adverse legal or regulatory developments also could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our gross profit as anticipated.

2829

the Internet is not clear as the vast majority of these laws were adopted prior to the advent of, and do not contemplate or address the unique issues raised by, the Internet or e-commerce. Evolving legal and regulatory standards, as well as changes to platform protections, may increase our exposure to claims related to content created by merchants and consumers. In addition, it is possible that governments of one or more countries may seek to censor, or entirely block access to the content available on our websites, mobile applications, or marketing emails. Adverse legal or regulatory developments also could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our gross profit as anticipated.

Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings.

Various federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act and foreign laws and regulations, such as the European Directive on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value cards. Examples of anti-money laundering requirements imposed on financial institutions include subscriber identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe that we are a financial institution subject to these laws and regulations based, in part, upon the characteristics of Groupon vouchers and our role with respect to the distribution of Groupon vouchers to customers. For example, the FinCEN, a division of the U.S. Treasury Department tasked with implementing the requirements of the BSA, has adopted regulations expanding the scope of the BSA and requirements for parties involved in stored value or prepaid access cards, including a proposed expansion of financial institutions to include sellers or issuers of prepaid access cards. While we believe Groupon vouchers are not subject to these regulations, it is possible that FinCEN or a court of law could consider Groupon vouchers (or other Groupon products) a financial product and thus deem Groupon to be subject to such laws and obligations as a financial institution. In the event that we become subject to the requirements of the Bank Secrecy Act or any other anti-money laundering law or regulation imposing obligations on us as a money services business, our regulatory compliance costs to meet these obligations would likely increase which could adversely impact our operating results.

State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services.

Many states and certain foreign jurisdictions impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions of what constitutes money transmission. We currently believe that we are not a money transmitter given our role and the product terms of Groupon vouchers or other Groupon products or services. However, a successful challenge to our position or expansion of state or foreign laws could subject us to increased compliance costs and delay our ability to offer Groupon vouchers or other products or services in certain jurisdictions pending receipt of any necessary licenses or registrations.

Failure to comply with existing, expanding or newly enacted U.S. federal, state and international privacy laws and regulations could adversely affect our business.

AFailure ~~variety~~to ofcomply ~~U.S.~~with ~~federal,~~conflicting ~~state~~ and ~~international laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are~~ evolving ~~and subject to potentially differing interpretations. In addition, various U.S. federal, state and foreign legislative and regulatory bodies continue to enact new laws regarding~~ privacy, ~~as well as expand the scope of existing~~ laws. For example, GDPR requires companies to satisfy requirements regarding the handling of personal and sensitive data, including its collection, use, security and the ability of persons whose data is stored to correct or delete such data about themselves. European countries continue to expand the scope of its application of GDPR within their local legislation. The CPRA, which expands on and effectively replaces the CCPA that became effective January 1, 2023, similarly regulates the collection and use of consumers' data, and includes additional protection for sensitive personal data. The CDPA, effective as of January 1, 2023, and the CPA, effective as of July 1, 2023, provide new data privacy rights to their respective residents. Complying with the GDPR, CCPA, CPRA, CDPA, CPA and similar laws and regulations may cause us to incur substantial operational costs or require us to change our business practices. Further, despite our diligent efforts to comply with these laws and regulations, we may not be successful either due to internal or external factors such as resource allocation limitations or a lack of vendor cooperation. Noncompliance could result in ~~proceedings~~significant ~~against us by governmental entities or others and~~ fines. ~~For example, fines under GDPR could be up to the greater of €20 million or 4% of annual global revenue~~ and ~~damage~~limit our ~~reputation~~ability ~~and brand and non-compliance with CPRA could result in fines of up~~ to ~~$7,500~~use ~~per~~consumer violation in addition to providing consumers with a private right of action. As a result of GDPR, CCPA, CPRA and similar laws and regulations, we may experience difficulty retaining or obtaining new customers due to the compliance cost, potential risk exposure and portability of customer data. We also may find it necessary to establish and maintain systems and procedures to comply with these evolving laws and regulations that involve substantial expense and distraction from other aspects of our business. Additionally, there could be uncertainty around how to comply with privacy laws, in

29We are subject to a complex and evolving set of U.S. federal, state, and international privacy laws and regulations, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the California Privacy Rights Act (CPRA). The absence of a unified federal privacy framework in the U.S. has resulted in a patchwork of state laws with divergent and sometimes conflicting requirements regarding data subject rights, opt-out mechanisms for targeted advertising, and data protection assessments. Internationally, regulations such as GDPR and proposed laws like the EU’s ePrivacy Regulation continue to expand and change, increasing compliance complexity.

~~various~~Compliance ~~jurisdictions~~with ~~such~~these aslaws ~~country~~requires orongoing ~~state-specific~~investment ~~laws~~in ~~that~~systems, procedures, and personnel, and may ~~conflict~~necessitate ~~with~~changes orto ~~deviate~~our ~~from~~business ~~established~~practices. ~~privacy~~The ~~directives,~~increasing orfocus ~~future~~on ~~laws~~biometric data privacy and ~~regulations~~the inuse ~~other~~of ~~jurisdictions.~~

We have posted privacy policies concerning the collection, use and disclosure of subscriber data as well as detailed cookie policies on our websites and applications. Several Internet companies have incurred substantial penalties for failing to abide by the representations made in their privacy policies and practices. In addition, several states in the U.S. have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach resulting in a loss or likely loss of personal information. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other U.S. federal, state or international privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or other third-parties or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of subscribers or merchants and adversely affect our business. U.S. federal, state and international governmental authorities also continue to evaluate the privacy implications inherent in the use of web trackers, including the use of "cookies" for tracking and behavioral advertising. For example, member states in the European Union are working to align on a draft of the “ePrivacy Regulation,” that would govern data privacy and the protection of personal data in electronic communications, in particular for direct marketing purposes. The regulation of web trackers and other current online advertising practices could adversely affect our business.30

artificial intelligence in automated decision-making further complicates compliance. Any actual or perceived failure to comply with applicable privacy laws, our posted privacy policies, or industry standards could result in substantial regulatory fines, litigation, loss of customers, and reputational harm. For example, GDPR violations can result in fines of up to the greater of €20 million or 4% of annual global revenue, while CPRA violations can result in fines of up to $7,500 per incident and provide consumers with a private right of action.

Additionally, stricter regulations and technical restrictions on cookies, web trackers, and other online advertising technologies may limit our ability to attribute sales and target advertisements, potentially reducing marketing efficiency and revenue. As privacy laws continue to expand and diverge across jurisdictions, we may face increased operational costs, uncertainty in compliance, and limitations on our ability to collect and use data, any of which could adversely affect our business, financial condition, and results of operations.

Misclassification or reclassification of our independent contractors, agency workers or employees could increase our costs and adversely impact our business.

Our workers are classified as either employees or non-employees (including as independent contractors or agency workers), and if employees in the U.S., as either exempt from overtime or non-exempt (and therefore overtime eligible). The U.S., certain foreign regulatory authorities, and private parties have recently asserted within several industries that some non-employee classified individuals should be classified as employees and that some exempt employees, including those in sales-related positions, should be classified as non-exempt based upon the applicable facts and circumstances and their interpretations of existing rules and regulations. If we are found to have misclassified employees, including as independent contractors, agency workers or non-exempt employees as exempt, we could face penalties and have additional exposure under U.S. federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as similar international laws, including for prior periods, as well as potential liability for employee overtime and benefits and tax withholdings. U.S. or foreign legislative, judicial, or regulatory (including tax) authorities could also introduce proposals or assert interpretations of existing rules and regulations that would change the classification of a significant number of independent contractors doing business with us from independent contractor to employee and a significant number of exempt employees to non-exempt. A reclassification in either case could result in a significant increase in employment-related costs such as wages, benefits and taxes as well as punitive damages in any related litigation. The costs associated with employee classification, including any related regulatory action or litigation could have a significant impact on our flexibility in managing costs and responding to market changes, and, could have a material adverse effect on our results of operations and our financial position. Because our workforce is distributed, differing federal and state classification rules increase administrative complexity and legal risk.

We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings.

We may be, and in certain cases have been, sued for defamation, civil rights infringement, negligence, patent, copyright or trademark infringement, invasion of privacy, personal injury, product liability, breach of contract, unfair competition, discrimination, antitrust reference pricing or other legal claims relating to information or content that is published or made available on our websites or service offerings we make available (including provision of an application programming interface platform for third parties to access our website, mobile device services and geolocation applications). This risk is enhanced in certain jurisdictions outside the U.S., where our liability for such third-party actions may be less clear. In addition, we could incur significant costs in investigating and defending such claims, even if we ultimately are not found liable. If any of these events occur, our business could be materially and adversely affected.

We are subject to risks associated with information disseminated through our websites and mobile applications, including consumer data, content that is produced by our editorial staff and errors or omissions related to the offerings on our marketplaces. Such information, whether accurate or inaccurate, may result in us being sued by our merchants, subscribers or third parties and as a result our results of operations and our financial position could be materially and adversely affected.

30We may have exposure to greater than anticipated tax liabilities, including foreign tax assessments.

byWe ~~our~~are ~~merchants,~~subject ~~subscribers~~to orincome ~~third~~taxes ~~parties~~in the U.S. (federal, state, and aslocal) aand ~~result~~numerous ~~our~~foreign ~~results~~jurisdictions. ofTax ~~operations~~laws, regulations, and ~~our~~administrative ~~financial~~practices ~~position~~in ~~could~~various jurisdictions may be ~~materially~~subject to significant change due to economic, political, and ~~adversely~~other ~~affected.~~conditions, and significant judgment is required in evaluating and estimating our

~~We may have exposure to greater than anticipated tax liabilities, including the Italy tax Assessment.~~ 31

We are subject to income taxes in the U.S. (federal, state, and local) and numerous foreign jurisdictions. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our income tax obligations are based on our corporate operating structure, including the manner in which we develop, value and use our intellectual property and the scope of our international operations.

The tax laws applicable to our domestic and international business activities, including the laws of the U.S. and other jurisdictions, are subject to interpretation. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or our intercompany arrangements, which could potentially increase our worldwide effective tax rate and harm our financial position and results of operations. In addition, there are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. Our effective tax rates could be adversely affected by the following: earnings being lower than anticipated in jurisdictions where we have lower statutory rates; earnings being higher than anticipated in jurisdictions where we have higher statutory rates; losses incurred in jurisdictions for which we are not able to realize the related tax benefits; changes in foreign currency exchange rates; entry into new businesses and geographies; changes to our existing businesses; acquisitions and investments; changes in our deferred tax assets and liabilities and their valuation; and changes in the relevant tax, accounting, and other laws, regulations and administrative practices, principles, and interpretations, including fundamental changes to the tax laws applicable to corporate multinationals. In addition, we consider various factors that involve significant judgment by management, including projected future earnings, in determining whether we believe deferred tax assets will be realized and whether a valuation allowance should be recorded against such deferred tax assets. Our conclusions in these matters could prove to be incorrect, resulting in a reduction to deferred tax assets and lower income. Further, developments in an audit, litigation or the relevant laws, regulations, administrative practices, principles and interpretations could have a material effect on our financial position, operating results and cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods.

We also are subject to regular review and audit by both U.S. (federal, state., local) and foreign tax authorities. In particular, we currently are, and expect to continue to be, subject to numerous federal, state and international tax audits relating to income, transfer pricing, sales, VAT and other tax liabilities. Some of these pending and future audits could involve significant liabilities and/or penalties. WeAlthough ~~are~~we ~~subject~~recently toresolved ~~claims~~a ~~for~~longstanding tax ~~assessments~~dispute byinvolving ~~foreign jurisdictions, including~~ a ~~proposed~~foreign ~~Assessment~~subsidiary ~~for $122.3 million (inclusive of estimated incremental interest from the original Assessment). We believe that the Assessment, which primarily relates to transfer pricing on transactions occurring~~ in ~~2011~~Italy, isother ~~without~~similar ~~merit~~tax audits and wedisputes ~~intend~~could toarise ~~vigorously defend ourselves~~ in ~~that~~other ~~matter~~foreign jurisdictions. See Item 8, Note 1415, Income Taxes, for additional information. Any adverse outcome of such a review or audit could have a significant negative effect on our financial position and results of operations. In addition, the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce and U.S. taxation could materially affect our financial position and results of operations.

It is possible that various states or foreign countries may regulate our transmissions or levy additional sales, income or other taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in Internet commerce and marketplace operators, and new or revised international, federal, state or local tax regulations may subject us or our customers to additional sales, income and other taxes. We cannot predict the effect of current attempts to impose sales, income or other taxes on commerce over the Internet. New or revised taxes and, in particular, obligations on online marketplaces and remote sellers to collect sales taxes, VAT and similar taxes, including digital service taxes, may result in liability for third party obligations and would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the Internet. For example, digital service taxes adopted by certain countries, or similar regulations, could adversely affect our financial results. New taxes or the enactment of new tax laws could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.

the attractiveness of advertising and selling goods and services over the Internet. For example, digital service taxes adopted by certain countries, or similar regulations, could adversely affect our financial results. New taxes or the enactment of new tax laws could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.

Our ability to use our tax attributes to reduce future U.S. income taxes could be subject to certain limitations.

Under Sections 382 and 383 of the United States Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (as defined by the Code) may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes such as research tax credits to offset future income taxes. If we undergo one or more ownership changes as a result of transactions in our stock, then our ability to utilize NOLs and other pre-change tax attributes could be limited by Sections 382 and 383 of the Code, and similar U.S. state provisions. Future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Section 382 or 383 of the Code. For these reasons, we might not be able to utilize our NOLs and other tax attributes, even if we maintain profitability.

on its ability to utilize its pre-change NOLs and other tax attributes such as research tax credits to offset future income taxes. If we undergo one or more ownership changes as a result of transactions in our stock, then our ability to utilize NOLs and other pre-change tax attributes could be limited by Sections 382 and 383 of the Code, and similar U.S. state provisions. Future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Section 382 or 383 of the Code. For these reasons, we might not be able to utilize our NOLs and other tax attributes, even if we maintain profitability.

We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change.

Various jurisdictions, ~~in particular the European Union, the United Kingdom and the United States,~~ are adopting or considering new laws and regulations that enhance mandatory sustainability disclosures, reporting and diligence requirements. We remain subject to these state and international reporting regimes. If we are unable to comply with new laws and regulations concerning ESG matters or fail to meet investor, industry or stakeholder expectations and standards, our reputation may be harmed, we may be subject to fines, penalties, regulatory or other enforcement actions, and our business financial condition may be adversely affected. If our ESG-related data, processes, and reporting are viewed as incomplete or inaccurate, or if we fail to achieve progress with respect to ESG-related goals on a timely basis or at all, we may be viewed negatively by stakeholders concerned about these matters.

Risks Related to Our Capital Structure

Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity.

We may need additional capital in the future and tomay seek additional financing or covenant relief. Any such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We have outstanding $5333.7 million, $47.3 million, and $~~197~~244.31 million in aggregate principal amount of our 2026 Notes, 2027 Notes, and ~~2027~~2030 Notes.

Other general economic conditions and our future operating performance could ultimately limit our access to funding and adversely affect our liquidity. Although we plan to continue to actively manage and optimize our cash balances and liquidity, working capital and operating expenses, there can be no assurances that we will be able to do so successfully. If we encounter unforeseen circumstances that place further constraints on our capital resources, including our access to funding, management will be required to take various additional measures to conserve liquidity, which could include, but not necessarily be limited to, reducing capital expenditures, controlling overhead expenses and raising additional sources of capital, such as monetizing certain existing assets. Furthermore, additional equity financing may dilute the interests of our Common Stockholders, and debt financing, if available, may involve restrictive covenants that could further restrict our business activities or our ability to execute our strategic objectives and could reduce our profitability. If we cannot access the full capacity of any existing credit facility or raise or borrow funds on acceptable terms or at all, it could adversely affect our liquidity, and we may not be able to grow our business or respond to competitive pressures.

32We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash, to repurchase the Notes upon a fundamental change or to repay the Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the Notes or at their maturity or to repurchase the Notes.

WeHolders ~~may~~of ~~not~~the Notes will have the ~~ability~~right to ~~raise~~require ~~the~~us ~~funds~~to ~~necessary~~repurchase toall ~~settle~~or ~~conversions~~a portion of their respective notes upon the ~~2026~~occurrence ~~Notes~~of ~~and~~a ~~2027~~fundamental ~~Notes~~change inbefore ~~cash,~~the tomaturity date at a repurchase price equal to 100% of the ~~2026~~principal amount of the Notes, respectively, to be repurchased, plus accrued and ~~2027~~unpaid ~~Notes~~interest, if any. In addition, upon aconversion ~~fundamental~~of ~~change~~the orNotes, unless we elect to ~~repay~~deliver solely shares of our Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional shares), we will be required to make cash payments in respect of the ~~2026~~respective ~~Notes~~notes ~~and~~being ~~2027~~converted. Moreover, we will be required to repay the Notes, in cash at their respective maturity ~~(if~~dates ~~not~~unless earlier converted, redeemed (noting that the 2027 Notes cannot be redeemed by us) or repurchased). However, ~~and~~we ~~our~~may ~~current~~not ~~outstanding~~have ~~and~~enough ~~future~~available ~~debt~~cash ~~may~~or ~~contain~~be ~~limitations~~able onto ~~our~~obtain ~~ability~~financing toat ~~pay~~the ~~cash~~time ~~upon~~we ~~conversions~~are required to make repurchases of the 2026 Notes, ~~and~~the 2027 Notes, and/or atthe ~~their~~2030 ~~maturity~~Notes surrendered or topay ~~repurchase~~cash with respect to the 2026 Notes, ~~and~~the 2027 Notes, and/or the 2030 Notes being converted or at their maturity.

Holders of the 2026 Notes and 2027 Notes will have the right to require us to repurchase all or a portion of their respective notes upon the occurrence of a fundamental change before the maturity date at a repurchase price equal to 100% of the principal amount of the 2026 Notes and 2027 Notes, respectively, to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the 2026 Notes and 2027 Notes, unless we elect to deliver solely shares of our Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional shares), we will be required to make cash payments in respect of the respective notes, being converted. Moreover, we will be required to repay the 2026 Notes and the 2027 Notes, in cash at their respective maturity dates unless earlier converted, redeemed (noting that the 2027 Notes cannot be redeemed by us) or repurchased. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2026 Notes and/or the 2027 Notes surrendered or pay cash with respect to the 2026 Notes and/or 2027 Notes being converted or at their maturity.

In addition, our ability to repurchase the 2026 Notes and 2027 Notes or to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to repurchase the 2026 Notes and 2027 Notes at a time when the repurchase is required by the 2026 Notes Indenture and 2027 Notes Indenture governing the 2026 Notes and 2027 Notes, respectively, or to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity as required by the Indenture would constitute a default under each respective indenture. A default under the 2026 Notes Indenture governing the 2026 Notes and the 2027 Notes Indenture governing the 2027 Notes could also lead to a default under agreements governing our existing and future indebtedness. Moreover, the occurrence of a fundamental change under the 2026 Notes Indenture governing the 2026 Notes and the 2027 Notes Indenture governing the 2027 Notes could constitute an event of default under any such future agreement. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the 2026 Notes and 2027 Notes or pay cash with respect to the 2026 Notes and 2027 Notes being converted or at maturity of the 2026 Notes and 2027 Notes.

The terms of the 2026 Notes and 2027 Notes could delay or prevent an attempt to take over our Company.

The terms of the 2026 Notes and 2027 Notes require us to repurchase the 2026 Notes and 2027 Notes in the event of a fundamental change. A takeover of our Company would constitute a fundamental change. This could have the effect of delaying or preventing a takeover of our Company that may otherwise be beneficial to our stockholders.

The conditional conversion feature of the 2026 Notes and 2027 Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the 2026 Notes and/or the 2027 Notes is triggered, holders of these notes will be entitled to convert their respective notes at any time during specified periods at their option. If one or more holders elect to convert their 2026 Notes and/or 2027 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election. Unless we elect to satisfy our conversion obligation by delivering solely shares of our Common Stock (other than paying cash in lieu of delivering any fractional shares), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, upon the occurrence of a fundamental change (as defined in the 2026 Indenture and 2027 Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes and/or the 2027 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes and/or the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Even if holders of the 2026 Notes and 2027 Notes do not elect to convert their respective notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes and 2027 Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.

In addition, our ability to repurchase the Notes or to pay cash upon conversions of the Notes or at their maturity may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to repurchase the Notes at a time when the repurchase is required by the Notes Indenture governing the 2030 Notes respectively, or to pay cash upon conversions of the Notes or at their maturity as required by the Indenture would constitute a default under each respective indenture. A default under the 2026 Notes Indenture governing the 2026 Notes, the 2027 Notes Indenture governing the 2027 Notes, and the 2030 Indenture governing the 2030 Notes could also lead to a default under agreements governing our existing and future indebtedness. Moreover, the occurrence of a fundamental change under the 2026 Notes Indenture governing the 2026 Notes, the 2027 Notes Indenture governing the 2027 Notes, and the 2030 Notes Indenture governing the 2030 Notes could constitute an event of default under any such future agreement. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the Notes or pay cash with respect to the Notes being converted or at maturity of the Notes.

The terms of the Notes could delay or prevent an attempt to take over our Company.

The terms of the Notes require us to repurchase the Notes in the event of a fundamental change. A takeover of our Company would constitute a fundamental change. This could have the effect of delaying or preventing a takeover of our Company that may otherwise be beneficial to our stockholders.

The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of the 2026 Notes, 2027 Notes, and/or 2030 Notes is triggered, holders of these notes will be entitled to convert their respective notes at any time during specified periods at their option. If one or more holders elect to convert their 2026 Notes, 2027 Notes, and/or 2030 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election. Unless we elect to satisfy our conversion obligation by delivering solely shares of our Common Stock (other than paying cash in lieu of delivering any fractional shares), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, upon the occurrence of a fundamental change (as defined in the 2026 Notes Indenture, 2027 Notes Indenture, and 2030 Notes Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes, 2027 Notes, and/or 2030 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes, 2027 Notes, and/or 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Even if holders of the Notes do not elect to convert their respective notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Risks Related to Ownership of Our Common Stock

The trading price of our Common Stock is highly volatile.

The trading price of our Common Stock has ~~fluctuated~~been ~~significantly~~and ~~since~~may ~~our~~continue ~~initial~~to ~~listing~~be onhighly ~~NASDAQ.~~volatile, Weand ~~expect~~may ~~that~~fluctuate ~~the~~significantly ~~trading~~due ~~price~~to offactors ~~our~~both ~~stock~~related ~~will~~and ~~continue~~unrelated to ~~be volatile due to variations in~~ our operating ~~results~~performance. ~~and~~In ~~also~~addition ~~may~~to ~~change~~general inmarket ~~response~~and tosector ~~other factors~~trends, ~~including~~our ~~factors~~stock ~~specific~~price tomay ~~technology~~be ~~and~~affected ~~Internet~~by ~~commerce~~fluctuations ~~companies,~~in ~~many~~our offinancial ~~which~~results, ~~are~~changes ~~beyond~~in ~~our~~financial ~~control.~~projections, ~~Among~~macroeconomic ~~the~~conditions, ~~factors~~and ~~that~~developments ~~could~~in ~~affect~~the ~~our~~technology ~~stock~~and ~~price~~Internet ~~are:~~commerce sectors.

•Our stock has experienced periods of extreme volatility, including rapid price movements driven by high short interest, short squeezes, and social media activity. These dynamics can result in price fluctuations that are disconnected from our ~~financial~~underlying ~~results;~~business fundamentals, and investors who purchase shares during such periods may incur significant losses if the price subsequently declines.

~~•any~~A ~~financial~~substantial ~~projections~~portion ~~that~~of weour ~~provide~~Common toStock ~~the~~is ~~public,~~held ~~any~~by ~~changes~~a small number of institutional investors and significant shareholders, resulting in a low public float and limited liquidity. Sales of large blocks of stock by these ~~projections~~holders orcould cause dramatic declines in our ~~failure~~stock ~~for~~price, ~~any~~and ~~reason~~concentrated ownership may give significant influence over corporate matters to ~~meet~~a ~~these~~few ~~projections~~investors orwhose ~~projections~~interests ~~made~~may bynot ~~research~~align ~~analysts;~~with those of other shareholders.

~~•the~~Other ~~number~~factors that could affect our stock price include future issuances of ~~shares~~equity or convertible securities, analyst coverage and estimates, viral dissemination of ~~our~~information ~~Common~~on ~~Stock~~social ~~that~~media, ~~are~~strategic ~~available~~transactions, ~~for~~executive ~~sale;~~

~~•the relative success of competitive products or services;~~34

~~•the~~leadership ~~public's~~changes, ~~response~~and toregulatory ~~press~~developments ~~releases~~affecting orour ~~other~~business ~~public~~model. ~~announcements~~As bya usresult, orthe ~~others,~~market ~~including~~price of our ~~filings~~Common ~~with~~Stock ~~the~~may ~~SEC~~continue to experience substantial volatility, and ~~announcements~~investors ~~relating~~may toexperience ~~litigation;~~significant gains or losses.

•the impact of macroeconomic conditions on our business;

•speculation about our business or investments in the press or the investment community;

•future sales of our Common Stock by our significant stockholders, officers and directors;

•announcements about any share repurchase program and purchases under the program;

•changes in our capital structure, such as any refinancing or future issuances of debt or equity securities;

•our entry into new markets or exits from existing markets;

•regulatory developments;

•strategic acquisitions, dispositions, partnerships, joint ventures, restructuring, financing or other transactions announced or consummated by us or our competitors;

•financing or other transactions announced or consummated by our minority investments;

•our ability to execute our strategy;

•our ability to complete the multi-phased cost savings plan and achieve the anticipated benefits from the plan;

•our executive leadership transitions; and

•changes in accounting principles.

We expect the volatility in our stock price and financial markets to continue for the foreseeable future as a result of these and other factors.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our Common Stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts, and in the past, we have had changes in analyst ratings that have affected our stock price. If one or more of the analysts who cover us should downgrade our shares or change their opinion of our shares, industry sector or products, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future.

We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business and do not anticipate paying cash dividends. As a result, stockholders can expect to receive a return on their investment in our Common Stock only if the market price of the stock increases.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

~~Provisions~~Certain provisions in our certificate of incorporation, ~~and~~ bylaws, ~~may~~and ~~have~~Delaware ~~the~~law ~~effect~~could ofdelay ~~delaying~~ or ~~preventing~~prevent a change of control or changes in our management. ~~These~~that ~~provisions~~stockholders ~~include~~may ~~the~~consider ~~following~~favorable. These include:

•~~Our~~The Board’s ~~has~~authority ~~the right~~ to ~~elect directors to~~ fill adirector ~~vacancy created by the expansion of the Board or the resignation~~vacancies, ~~death~~limiting ~~or removal of a director, which prevents~~ stockholders’ ~~from~~ability ~~being able~~ to ~~fill~~do ~~vacancies on our Board.~~so;

•~~Special~~Restrictions ~~meetings~~on ofcalling ~~our~~special ~~stockholders~~meetings, ~~may~~which berequire ~~called~~approval ~~only~~ by our Chairman ~~of the Board~~, ~~our~~ Chief Executive Officer, ~~our~~ Board, or holders of ~~not~~a ~~less than the~~ majority of ~~our issued and~~ outstanding ~~Common~~shares, ~~Stock.~~thereby ~~This~~limiting ~~limits the ability of~~ minority ~~stockholders~~stockholder ~~to take certain~~ actions ~~without an annual meeting of stockholders.~~;

•~~Our~~Limitations ~~stockholders~~on ~~may~~stockholder ~~not act by written consent unless the~~ action ~~to be effected and the taking of such action~~ by written consent, isrequiring ~~approved~~prior ~~in advance by our~~ Board. ~~As a result, a holder, or holders, controlling a majority of our Common Stock would generally not be able to take certain actions without holding a stockholders' meeting.~~approval;

•~~Our~~Prohibition ~~certificate~~ of ~~incorporation prohibits~~ cumulative voting in ~~the~~director ~~election~~elections, ofreducing ~~directors. This limits the ability of~~ minority stockholders’ ~~to elect director candidates.~~influence;

•~~Stockholders~~Advance ~~must provide timely~~ notice torequirements ~~nominate individuals~~ for ~~election~~director tonominations ~~the~~and ~~Board~~other orproposals ~~to propose matters that can be acted upon~~ at an annual ~~meeting~~meetings, ofwhich ~~stockholders. These provisions~~ may ~~discourage or~~ deter aproxy ~~potential~~contests ~~acquiror from conducting a solicitation of proxies to elect the acquiror's own slate of directors~~ or ~~otherwise~~takeover ~~attempting to obtain control of our company.~~attempts;

•~~Our~~The Board’s ~~may issue, without stockholder approval, shares of undesignated preferred stock. The~~ ability to ~~authorize undesignated preferred stock makes it possible for our Board to~~ issue preferred stock with ~~voting or other~~ rights or preferences that could impede ~~the~~an ~~success~~acquisition, ofwithout ~~any~~stockholder ~~attempt to acquire us~~approval.

These provisions may discourage unsolicited takeover attempts, proxy contests, or other actions that some stockholders may view as beneficial.

The capped call transactions may affect the value of our 2026 Notes and our Common Stock.

In connection with the issuance of the 2026 Notes, we entered into capped call transactions. The capped call transactions cover, subject to customary adjustments, the number of shares of our Common Stock that initially underlie the 2026 Notes. The capped call transactions are expected to offset the potential dilution to our Common Stock as a result of conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates may have purchased shares of Common Stock and/or entered into various derivative transactions with respect to our Common Stock, including with certain investors in the 2026 Notes.

In addition, the counterparties or their respective affiliates may modify their hedge positions in the future by entering into or unwinding various derivatives with respect to our Common Stock and/or purchasing or selling our Common Stock or other securities of ours in secondary market transactions prior to the maturity of the 2026 Notes. They are likely to do so on each exercise date for the capped call transactions, which are expected to occur during each 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the 2026 Notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the 2026 Notes. This activity could also cause or prevent an increase or decrease in the price of our Common Stock or the 2026 Notes, which could affect holders’ ability to convert the 2026 Notes, and, to the extent the activity occurs during any observation period related to a conversion of the 2026 Notes, it could affect the amount and value of the consideration that holders will receive upon conversion of the 2026 Notes. The potential effect, if any, of these transactions on the price of our Common Stock or the 2026 Notes will depend in

We are subject to counterparty risk with respect to the capped call transactions.

The counterparties to the capped call transactions are financial institutions, and we will be subject to the risk that one or more of the option counterparties may default, fail to perform or may exercise certain termination rights under the capped call transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral.

Global economic conditions have in the past resulted in the actual or perceived failure of financial difficulties of many financial institutions. If a counterparty to the capped call transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under such transactions. Our exposure will depend on many factors but, generally, our exposure will increase if the market price or the volatility of our Common Stock increases. In addition, upon a default or other failure to perform, or a termination of obligations by a counterparty, the counterparty may fail to deliver the shares of Common Stock required to be delivered to us under the capped call transactions and we may suffer adverse tax consequences or experience more dilution than we currently anticipate with respect to our Common Stock. We can provide no assurances as to the financial stability or viability of the counterparties.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We face significant and persistent cybersecurity risks due to the widespread use of our websites and mobile applications; the attractiveness of our websites and mobile applications to threat actors, including state-sponsored actors; the fact that we operate globally and must defend against cybersecurity attacks in thirteen countries; the substantial level of harm that could occur to our business, our customers, or our merchants if we were to suffer a material cybersecurity incident; and our use of third-party products and services. These risks include dependencies on cloud service providers and other third-party technology vendors that support our critical systems and operations. Protecting our systems, networks, data and confidential information is a priority at Groupon. We are committed to maintaining robust governance and oversight of these risks and implementing mechanisms, controls, technologies and processes designed to help us identify, assess and manage these risks.

As of the date of this Form 10-K, we have not experienced a material cybersecurity threat or incident that resulted in a material adverse impact to our business strategy, results of operations or financial condition, but there can be no guarantee that we will not experience such an incident in the future. The determination of whether a cybersecurity incident is material involves judgment and depends on the specific facts and circumstances at the time of assessment. Such incidents, whether or not successful, could result in significant costs related to, for example: rebuilding our internal systems, implementing additional threat protection measures, providing modifications to our websites and mobile applications, defending against litigation, responding to regulatory inquiries or actions, paying damages, providing merchants and customers with incentives to maintain a business relationship with us, taking other remedial steps with respect to third parties or incurring significant reputational harm. In addition, these threats are constantly evolving, which increases the difficulty of successfully defending against them or implementing adequate preventative measures. We have seen an increase in the volume, frequency and sophistication of cyberattacks. We seek to detect and investigate unauthorized attempts and attacks against our network, cloud infrastructure, websites, and mobile applications and to prevent their occurrence and recurrence where practicable through changes or updates to our internal processes and our websites and mobile applications; however, we remain potentially vulnerable to known or unknown threats. It is also possible that we, our merchants, our customers or our vendors will be unaware of a threat or incident or its magnitude and effects. Further, there is increasing regulation regarding responses to cybersecurity incidents, including reporting to regulators, which could subject us to additional liability and reputational harm. See Item 1A. - Risk Factors for more information on our cybersecurity risks.

The Audit Committee oversees risks pertaining to cybersecurity. A member of our IT and Information Security teams regularly reports to the Audit Committee, and directly to the Board, as appropriate, on the state of our cybersecurity program and provides updates on cybersecurity matters. In addition, our Vice President of Software Engineering typically conducts an annual cybersecurity review with our Board. We employ security practices to protect and maintain the systems located at our cloud hosting providers, invest in intrusion and anomaly detection tools and engage third-party security firms to test the security of our websites and systems. Specifically,

~~we leverage industry best practices to identify and mitigate data security risks~~network, ~~including~~cloud ~~but not limited to~~infrastructure, ~~utilizing processes and tools to monitor and address email security~~websites, ~~the security of our workstations~~ and ~~servers,~~mobile ~~cloud~~applications ~~security, password management, secure file transfers~~ and ~~ransomware~~to ~~protection.~~prevent Intheir ~~addition,~~occurrence ~~we utilize a firewall, a virtual private network, multi-factor authentication~~ and ~~single~~recurrence ~~sign-on~~where ~~and~~practicable ~~conduct~~through ~~regular~~changes ~~phishing~~or ~~testing.~~updates Weto ~~also regularly evaluate and assess~~ our ~~systems~~internal ~~and the controls,~~ processes and ~~practices to protect those systems, including recently completing the migration of~~ our ~~public-facing~~ websites and mobile applications; ~~and~~however, ~~our~~we ~~back-end~~remain ~~business~~potentially ~~intelligence~~vulnerable ~~systems~~ to ~~the~~known ~~cloud~~or unknown threats. WeIt is also ~~retain~~possible ~~personnel~~ that ~~have~~we, ~~in-depth experience in penetration testing and conduct penetration testing against~~ our ~~own systems. Further~~merchants, weour ~~utilize~~customers ~~third~~or ~~party~~our ~~partners~~vendors towill ~~help~~be usunaware ~~monitor~~of ~~issues~~a ~~that~~threat ~~are~~or ~~internally~~incident ~~discovered~~ or ~~externally~~its ~~reported~~magnitude ~~that may affect our websites~~ and ~~mobile~~effects. ~~applications~~Further, ~~and~~there weis ~~have~~increasing ~~processes~~regulation toregarding ~~assess~~responses ~~the~~to ~~potential~~ cybersecurity ~~impact~~incidents, orincluding ~~risk~~reporting ofto ~~these~~regulators, ~~issues.~~which Wecould ~~also~~subject ~~have~~us ~~a process in place~~ to ~~manage~~additional ~~cybersecurity~~liability ~~risks~~and ~~associated~~reputational ~~with third-party service providers~~harm. WeThis ~~impose~~includes ~~security~~enhanced regulatory requirements ~~upon~~in ~~our~~the ~~suppliers,~~United ~~including~~States ~~maintaining~~and another ~~effective~~jurisdictions ~~security~~related ~~management~~to ~~program~~the ~~abiding~~timing ~~by information handling~~ and ~~asset~~content ~~management~~of ~~requirements~~cybersecurity ~~and~~incident ~~notifying~~disclosures. usSee inItem ~~the~~1A. ~~event~~Risk ofFactors ~~any~~for ~~known~~more orinformation ~~suspected~~on ~~cyber~~our ~~incident~~cybersecurity risks.

The ~~day~~Audit Committee oversees risks pertaining to ~~day~~cybersecurity. ~~operations~~A member of our ~~cybersecurity~~IT ~~risk~~and ~~management~~Information Security teams regularly reports to the Audit Committee, and directly to the Board, as appropriate, on the state of our cybersecurity program ~~are~~and ~~overseen~~provides byupdates on cybersecurity matters. In addition, our IT and Information Security teams. ~~Our~~typically conduct an annual cybersecurity ~~program~~review, which is ~~run~~shared bywith our ~~Vice~~Board ~~President~~as ofneeded. ~~Engineering~~We ~~for~~employ ~~InfoSec,~~security ~~Darren~~practices ~~Redmond,~~to ~~who~~protect ~~reports~~and tomaintain ~~our~~the ~~COO,~~systems ~~Filip~~located ~~Popovic.~~at ~~Our~~our ~~COO~~cloud ~~has~~hosting ~~served~~providers, invest in ~~that~~intrusion ~~position~~and ~~since~~anomaly ~~June~~detection ~~2024.~~tools ~~Mr.~~and ~~Redmond~~engage ~~has~~third-party ~~served~~security infirms ~~this~~to ~~position~~test ~~for~~ the ~~last~~security 2of ~~years~~our websites and ~~has~~systems. ~~worked~~Specifically, atwe ~~Groupon~~leverage ~~for~~industry ~~over~~best 8practices ~~years,~~to identify and mitigate data security risks, ~~prior~~including tobut ~~Groupon~~not limited to, ~~his~~utilizing ~~experience~~processes ~~includes~~and ~~serving~~tools asto monitor and address email security, the ~~CTO~~security of ~~Knowledge~~our ~~Point~~workstations and servers, acloud ~~learning~~security, ~~materials~~password management, ~~service~~secure ~~provider.~~file ~~Our~~transfers ~~Information~~and ~~Security~~ransomware ~~Officer~~protection. ~~reports~~In toaddition, ~~Mr.~~we ~~Redmond~~utilize ~~and~~a ~~monitors prevention~~firewall, ~~detection~~a virtual private network, ~~mitigation~~multi-factor authentication and ~~remediation~~single ~~efforts~~sign-on ~~through~~and conduct regular ~~communication~~phishing testing. We also regularly evaluate and ~~reporting~~assess ~~from~~our ~~professionals~~systems inand the ~~Information~~controls, ~~Security~~processes ~~team~~and practices to protect those systems, ~~many~~including recently completing the migration of ~~whom~~our ~~hold~~public-facing ~~cybersecurity~~websites ~~certifications~~and ~~such~~applications asand aour ~~Certified~~back-end ~~Information~~business ~~Systems,~~intelligence ~~Security~~systems ~~Professional~~to orthe ~~Certified~~cloud. ~~Information~~We ~~Security~~also ~~Manager,~~retain ~~and~~personnel ~~through~~that ~~the~~have ~~use~~in-depth ofexperience ~~technological~~in ~~tools,~~penetration ~~software~~testing and ~~results~~conduct ~~from~~penetration testing against our own systems. Further, we utilize third party ~~audits.~~partners ~~Our~~to ~~Information~~help ~~Security~~us ~~Officer~~monitor ~~joined~~issues ~~Groupon~~that inare ~~November~~internally ~~2023,~~discovered or externally reported that may affect our websites and mobile applications, ~~prior~~and we have processes to ~~Groupon,~~assess ~~was~~the ~~previously~~potential incybersecurity ~~Vodafone,~~impact ~~based~~or risk of these issues. We also have a process in ~~Hungary~~place to manage cybersecurity risks associated with third-party service providers. ~~Our~~We ~~Security~~impose ~~Manager~~security ~~and~~requirements ~~Security~~upon ~~Operation~~our ~~Center~~suppliers, ~~Manager~~including ~~also~~maintaining ~~have~~an ~~extensive~~effective ~~experience~~security ~~assessing~~management program abiding by information handling and ~~managing~~asset ~~cybersecurity~~management ~~programs~~requirements and ~~cybersecurity~~notifying ~~risk~~us in the event of any known or suspected cyber incident.

~~Our~~The VPday-to-day operations of ~~InfoSec~~our ~~regularly~~cybersecurity ~~reports~~risk ~~directly~~management toprogram ~~the~~are ~~Audit~~overseen ~~Committee~~by on our IT and Information Security teams. Our cybersecurity program ~~and~~is ~~efforts~~run by our CTO, Ales Drabek, who reports to ~~prevent~~our CEO, ~~detect~~Dusan Senkypl. Ales Drabek joined Groupon as CTO on May 1, ~~mitigate~~2025, and ~~remediate~~is ~~issues.~~based Inin ~~addition~~Munich, weleading ~~have~~a anteam ~~escalation~~of ~~process~~around 350 people. He has deep expertise in ~~place~~digital toand ~~inform~~technology ~~senior~~transformation, ~~management~~cloud technologies, eCommerce, B2B & B2C marketplaces, Big Data, and ~~the~~CRM. ~~Board~~He was previously CIO at Lampenwelt GmbH, where he led a full technology modernization and AI initiatives across European marketplaces. Before that, as Chief Digital & Disruption Officer at Conrad Electronic SE, he launched one of ~~material~~Europe’s ~~issues~~first B2B marketplaces and built an IoT platform for home automation. He also held leadership roles at Metro Cash & Carry International, driving digital transformation and customer-focused tech solutions.

Our CTO regularly reports directly to the Audit Committee on our cybersecurity program and efforts to prevent, detect, mitigate and remediate issues. In addition, we have an escalation process in place to inform senior management and the Board of material issues.

ITEM 2. PROPERTIES

As of December 31, ~~2024~~2025, we owned no property and leased 16 facilities throughout the world. Our corporate headquarters is located in Chicago, Illinois. We believe that our leased properties are in good condition and meet the needs of our business, and that suitable additional or alternative space will be available as needed to accommodate our business operations.

ITEM 3. LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, please see Item 8, Note 910, Commitments and Contingencies, to the Consolidated Financial Statements of this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock has been listed on the NASDAQ Global Select Market under the symbol "GRPN" since November 4, 2011. We do not anticipate topaying ~~pay~~ cash dividends in the foreseeable future.

Holders

As of March 6, ~~2025~~2026, there were 8676 holders of record of our Common Stock. Each holder of our Common Stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders.

Recent Sales of Unregistered Securities

During the year ended December 31, ~~2024~~2025, we did not issue any unregistered equity securities.

Issuer Purchases of Equity Securities

In May 2018, the Board authorized us to repurchase up to $300.0 million of our Common Stock under our share repurchase program. During the year ended December 31, ~~2024~~2025, we did not purchase any shares under the repurchase program. As of December 31, ~~2024~~2025, up to $245.0 million of Common Stock remained available for purchase under our program. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the ~~2026~~ Notes ~~and 2027 Notes~~, share price, available cash and other factors, and the share repurchase program may be terminated at any time. We will fund the repurchases, if any, through cash on hand and future cash flows. Repurchases will be made in compliance with SEC rules and other legal requirements and may be made in part under a Rule 10b5-1 plan, which permits stock repurchases when we might otherwise be precluded from doing so.

Since the inception of our share repurchase programs in August 2013 through December 31, ~~2024~~2025, we have repurchased 10,294,117 shares of our Common Stock for an aggregate purchase price of $922.7 million (including fees and commissions).

The following table provides information about purchases of shares of our Common Stock during the three months ended December 31, ~~2024~~2025 related to shares withheld upon vesting of ~~restricted~~RSUs ~~stock~~and ~~units~~PSUs for minimum tax withholding obligations:

Date	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program
October 1-31, 2024	2,807	$	10.69	—	—
October 1-31, 2025	1,655	$	21.20	—	—
November 1-30, 2024	3,194	8.45		—	—
November 1-30, 2025	3,012	15.60		—	—
December 1-31, 2024	1,373	9.47		—	—
December 1-31, 2025	28,269	31.52		—	—
Total	732,~~374~~936	$	929.4955	—	—

(1)Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards.

Stock Performance Graph

This performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Groupon, Inc. under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Our stock price performance shown in the graph below is not indicative of our future stock price performance.

The graph set forth below compares the cumulative total return on our Common Stock with the cumulative total return of the Nasdaq Composite Index and the Nasdaq 100 Index, resulting from an initial investment of $100 in each and assuming the reinvestment of any dividends, based on closing prices on the last trading day of each year end period for ~~2020,~~ 2021, 2022, 2023, 2024, and ~~2024~~2025.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included under Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under Item 1A,. Risk Factors, and elsewhere in this Annual Report. See Part I, Forward-Looking Statements, for additional information. For further discussion regarding operating and financial data for the year ended December 31, ~~2023~~2024 as compared to the year ended December 31, ~~2022~~2023, refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024.

Overview

Groupon is a global scaled two-sided marketplace that connects consumers to merchants. Consumers access our marketplace through our mobile applications and our websites. We operate in two segments, North America and International, and in three categories, Local, Goods and Travel. See Item 8, Note 1819, Segment and Geographical Information, for additional information.

We generate service revenue from Local, Goods and Travel categories. Revenue primarily represents the net commissions earned from selling goods or services on behalf of third-party merchants. Revenue is reported on a net basis as the purchase price collected from the customer less the portion of the purchase price that is payable to the third-party merchant. We also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications.

Strategy

Our strategy is to be the trusted marketplace where customers go to buy local services and experiences. We plan to grow our revenue by building long-term relationships with local merchants to strengthen our online selection and by enhancing the customer reach through experience curation and improved convenience in order to drive customer demand and purchase frequency.

We are investing significant resources in making our platform more efficient, stable and agile. By improving our technology, our customer base can enjoy a modernized experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction. Our platform migrations are strategic investments in our ability to innovate faster, serve merchants better, and create more engaging experiences for our customers.

How We Measure Our Business

We use several operating and financial metrics to assess the progress of our business and make strategic decisions. Certain of the financial metrics are reported in accordance with GAAP and certain of those metrics are considered non-GAAP financial measures. As our business evolves, we may make changes to the key financial and operating metrics that we use to measure our business. For further information and reconciliations to the most applicable financial measures under GAAP, refer to our discussion under Non-GAAP Financial Measures in the Results of Operations section.

Operating Metrics

•Gross billings is the total dollar value of customer purchases of goods and services. Gross billings is presented net of customer refunds, order discounts and sales and related taxes. The substantial majority of our revenue transactions are comprised of sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party merchant who will provide the related goods or services. For these transactions, gross billings differs from Revenue reported in our Consolidated Statements of Operations, which is presented net of the merchant's share of the transaction price. Gross billings is an indicator of our growth and business performance as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants.

•Units are the number of purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces, a third-party marketplace, or directly with a merchant for which we earn a commission. We do not include purchases with retailers using digital coupons accessed through our websites or mobile applications in our units metric. We consider units to be an important indicator of the total volume of business conducted through our marketplaces.

•Active customers are unique user accounts, identified by a distinct email address, that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. We

~~also~~do ~~allows~~not usinclude toconsumers ~~monitor~~who ~~the~~solely ~~percentage~~make ofpurchases ~~gross~~with ~~billings~~retailers ~~that~~using wedigital ~~are~~coupons ~~able~~accessed tothrough ~~retain~~our ~~after~~websites ~~payments~~or tomobile ~~merchants.~~applications ~~However~~in our active customer metric, nor do we ~~are~~include ~~focused~~consumers onwho ~~achieving~~solely ~~long~~make purchases of our inventory through third-~~term~~party ~~gross~~marketplaces ~~profit~~with ~~and~~which ~~EBITDA~~we ~~growth~~partner.

~~•Units~~Our ~~are~~gross ~~the number of purchases during the reporting period~~billings, ~~before~~units ~~refunds~~ and ~~cancellations,~~TTM ~~made~~active ~~either~~customers ~~through one of our online marketplaces, a third-party marketplace, or directly with a merchant~~ for which we earn a commission. We do not include purchases with retailers using digital coupons accessed through our websites or mobile applications in our units metric. We consider units to be an important indicator of the ~~total~~years ~~volume~~ended ofDecember ~~business~~31, ~~conducted~~2025 ~~through our marketplaces. We report units on a gross basis prior to the consideration of customer refunds~~ and ~~therefore~~2024 ~~units~~were ~~are~~as ~~not~~follows ~~always~~(in ~~a good proxy for gross billings.~~thousands):

•Active customers are unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. We do not include consumers who solely make purchases with retailers using digital coupons accessed through our websites or mobile applications in our active customer metric, nor do we include consumers who solely make purchases of our inventory through third-party marketplaces with which we partner.


	Year Ended December 31,
	2025		2024
Gross billings	$	1,665,755	$	1,558,203
Units	36,826		36,640
TTM Active customers	16,229		15,432

Our gross billings, units and TTM active customers for the years ended December 31, 2024 and 2023 were as follows (in thousands):

	Year Ended December 31,
	2024		2023
Gross billings	$	1,558,203	$	1,645,058
Units	36,640		41,368
TTM Active customers	15,432		16,501

Financial Metrics

•Revenue is earned through transactions for which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue from those transactions is reported on a net basis as the purchase price collected from the customer for the offering less an agreed upon portion of the purchase price paid to the third-party merchant. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.

•Cost of revenue consists of direct and certain indirect costs incurred to generate revenue. Costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of our websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees are attributed to the cost of service.

•Gross profit reflects the net margin we earn after deducting our Cost of revenue from our Revenue.

•Contribution Profit ismeasures ~~our~~the ~~measure~~amount of ~~segment~~marketing ~~profitability,~~investment needed to generate revenue and is defined as net revenues less cost of sales and marketing expense. See Item 8, Note 1819, Segment and Geographical Information, for additional information.

•Adjusted EBITDA is a non-GAAP financial measure that we define as Net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, and other special charges and credits, including items that are unusual in nature or infrequently occurring. For further information and a reconciliation to Net income (loss) from continuing operations, refer to our discussion under Non-GAAP Financial Measures in the Results of Operations section.

•Free cash flow is a non-GAAP ~~financial~~liquidity measure that comprises ~~Net~~net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software. For further information and a reconciliation to Net cash provided by (used in) operating activities from continuing operations, refer to our discussion in the Liquidity and Capital Resources section.

42The following table presents the above financial metrics for the years ended December 31, 2025 and 2024 (in thousands):

The following table presents the above financial metrics for the years ended December 31, 2024 and 2023 (in thousands):


	Year Ended December 31,
	2025		2024
Revenue	$	498,422	$	492,557
Gross profit	452,539		444,306
Contribution profit	286,684		300,099
Adjusted EBITDA	69,332		69,308
Free cash flow	49,874		40,561

	Year Ended December 31,
	2024		2023
Revenue	$	492,557	$	514,910
Gross profit	444,306		450,664
Contribution profit	300,099		340,159
Adjusted EBITDA	69,308		55,453
Free cash flow	40,561		(97,270)

Operating Expenses

•Marketing expense consists primarily of online marketing costs, such as search engine marketing, advertising on social networking sites and affiliate programs, and offline marketing costs, such as television. Additionally, compensation expense for marketing employees is classified within Marketing expense. We record these costs within Marketing on the Consolidated Statements of Operations when incurred. From time to time, we have offerings from well-known national merchants for customer acquisition and activation purposes, for which the amount we owe the merchant for each voucher sold exceeds the transaction price paid by the customer. Our gross billings from those transactions generate no revenue and our net cost (i.e., the excess of the amount owed to the merchant over the amount paid by the customer) is classified as marketing expense. We evaluate marketing expense as a percentage of gross profit because it gives us an indication of how well our marketing spend is driving gross profit performance.

Additionally, compensation expense for marketing employees is classified within Marketing expense. We record these costs within Marketing on the Consolidated Statements of Operations when incurred. From time to time, we have offerings from well-known national merchants for customer acquisition and activation purposes, for which the amount we owe the merchant for each voucher sold exceeds the transaction price paid by the customer. Our gross billings from those transactions generate no revenue and our net cost (i.e., the excess of the amount owed to the merchant over the amount paid by the customer) is classified as marketing expense. We evaluate marketing expense as a percentage of gross profit because it gives us an indication of how well our marketing spend is driving gross profit performance.

•SG&A expenses include selling expenses such as sales commissions and other compensation expenses for sales representatives, as well as costs associated with supporting the sales function such as technology, telecommunications and travel. General and administrative expenses include compensation expense for employees involved in customer service, operations, technology and product development, as well as general corporate functions, such as finance, legal and human resources. Additional costs in general and administrative include depreciation and amortization, rent, professional fees, litigation costs, travel and entertainment, recruiting, maintenance, certain technology costs and other general corporate costs. We evaluate SG&A expense as a percentage of gross profit because it gives us an indication of our operating efficiency.

•Restructuring and related charges represent severance and benefit costs for workforce reductions, impairments and other facilities-related costs and professional advisory fees. See Item 8, Note 1314, Restructuring and Related Charges, for additional information about our restructuring plans.

Factors Affecting Our Performance

Attracting and retaining local merchants. As we focus on our local experiences marketplace, we depend on our ability to attract and retain merchants who are willing to offer their experiences on our platform. Merchants can withdraw their offerings from our marketplace at any time, and their willingness to continue offering services through our marketplace depends on the effectiveness of our marketplace offering. We ~~are~~continue ~~focused~~to focus on improving our marketplace offering and merchant value proposition by exploring opportunities to better balance the needs of merchant partners, customers and Groupon.

Acquiring and retaining customers. To acquire and retain customers to drive higher volumes on our platform from new and existing customers, we ~~are~~continue ~~focused~~to focus on strengthening our product ~~offering~~offerings, improving the attractiveness of our offerings, and enhancing the performance of our marketing campaigns.

Impact of macroeconomic conditions. We have been, and may continue to be, impacted by adverse consequences of the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, tariff and other trade policy, labor shortages, supply chain challenges and changes in consumer and merchant behavior. Judicial and executive developments relating to U.S. trade and tariff policies in February 2026 may further increase uncertainty regarding the scope, implementation and potential future direction of such measures, and further changes could occur. In addition, recent and potential future changes to trade and tariff policies may introduce increased pricing volatility and overall uncertainty into our operations. To minimize the impact of macroeconomic conditions on our business, and to create value for our merchants and customers, we are focusing on building long-term relationships with local merchants to enhance our inventory selection, improving the customer experience through inventory curation and expanding convenience in order to drive customer demand and purchase frequency.

Results of Operations

North America

Operating Metrics

North America segment gross billings, units and TTM active customers for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows (in thousands, except percentages):

Year Ended December 31,

% Change

2024

2023

2024 vs 2023

2025

2024

2025 vs 2024

Gross billings

Local

~~999~~1,~~836~~142,285

~~971~~999,~~313~~836

214.92

Goods

5334,~~589~~077

8853,~~987~~589

(3936.84)

Travel

7977,~~347~~817

8079,~~946~~347

(21.09)

Total gross billings

1,~~132~~254,~~772~~179

1,~~141~~132,~~246~~772

(010.7)

Units

Local

2123,~~805~~516

21,~~483~~805

17.58

Goods

~~1,882~~943

31,~~412~~882

(4449.89)

Travel

~~321~~302

~~334~~321

(35.9)

Total units

24,~~008~~761

2524,~~229~~008

(43.8)1

TTM Active customers

1011,~~289~~051

10,~~291~~289

—7.4

Comparison of the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024:

North America gross billings, units and ~~units~~TTM ~~decreased~~active customers increased by $8121.~~5 million~~4 ~~and 1.2~~ million, ~~while~~0.8 ~~TTM~~million ~~active~~and ~~customers~~0.8 ~~remained~~million, ~~flat~~respectively, for the year ended December 31, ~~2024~~2025 compared with the prior year period. AsOur aLocal ~~result~~category ofexperienced ~~favorable~~growth ~~refund~~in ~~rates~~gross billings and units driven by our ~~supply~~continued ~~transformation~~execution ~~efforts,~~of our ~~Local~~hyperlocal ~~category~~marketplace ~~experienced~~strategy ~~growth~~and inincreased ~~gross~~marketing ~~billings~~spend, ~~active~~with ~~customers~~strength in our core local business supported by improved supply quality and ~~units~~effective category management. The Local category growth is partially offset by a de-emphasis on our Goods category evidenced by a decrease of our Goods active customers that resulted in fewer unit sales and lower gross billings year over year in the Goods category.

Financial Metrics

North America segment revenue, cost of revenue and gross profit for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows (~~dollars~~ in thousands, except percentages):

	Year Ended December 31,						% Change
	2024			2023			2024 vs 2023
	2025			2024			2025 vs 2024
Revenue
Local	$	~~350~~366,~~876~~787		$	~~346~~350,~~962~~876		14.15	%
Goods	105,~~990~~484			1810,~~436~~990			(4050.41)
Travel	1413,~~206~~560			14,~~554~~206			(2.4.5)
Total revenue	$	~~376~~385,~~072~~831		$	~~379~~376,~~952~~072		(12.0)6
Cost of revenue
Local	$	3431,~~070~~695		$	4434,~~199~~070		(227.90)	%
Goods	~~1,405~~705			31,~~276~~405			(5749.18)
Travel	21,~~433~~712			32,~~484~~433			(3029.26)
Total cost of revenue	$	3734,~~908~~112		$	5037,~~959~~908		(2510.60)
Gross profit
Local	$	~~316~~335,~~806~~092		$	~~302~~316,~~763~~806		45.68	%
Goods	94,~~585~~779			159,~~160~~585			(3650.81)
Travel	11,~~773~~848			11,~~070~~773			60.46
Total gross profit	$	~~338~~351,~~164~~719		$	~~328~~338,~~993~~164		24.80
% of Consolidated revenue	7677.4		%	7376.84		%
% of Consolidated cost of revenue	7874.63			7978.36
% of Consolidated gross profit	7677.17			7376.01

Comparison of the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024:

North America revenue and ~~cost~~gross ofprofit ~~revenue~~increased ~~decreased~~ by $3.9.8 million, and $13.16 million, respectively, while ~~gross~~cost ~~profit~~of ~~increased~~revenue decreased by $93.28 million for the year ended December 31, ~~2024~~2025 compared with the prior year period. AsOur aLocal ~~result~~revenue ofincreased ~~favorable~~by ~~refund rates and our supply transformation efforts~~4.5%, ~~our~~lagging ~~Local~~the ~~category~~rate ~~experienced~~of ~~revenue~~ growth. ~~The~~in ~~Local~~gross ~~category~~billings ~~growth~~as ~~is offset by~~ a ~~de-emphasis~~result ~~on our Goods category evidenced by a decrease~~ of ~~our~~promotional ~~Goods~~discounts ~~active customers that resulted in fewer unit sales~~ and ~~lower~~higher ~~gross~~redemption ~~billings year over year~~rates. The decrease in cost of revenue is primarily due to a decrease in amortization of internally-developed software relating to customer-facing applications, which is a direct result of our cost savings initiatives. Gross profit increased due to ~~revenue~~an ~~remaining~~increase ~~relatively~~in ~~flat~~revenue and a decrease in cost of revenue. The decline in our Goods category is primarily attributable to our overall de-emphasis of the Goods category.

Marketing and Contribution Profit

North America marketing and contribution profit for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows (~~dollars~~ in thousands, except percentages):

	Year Ended December 31,						% Change
	2024			2023			2024 vs 2023
	2025			2024			2025 vs 2024
Marketing	$	~~113~~127,~~096~~608		$	73113,~~178~~096		5412.58	%
% of Revenue	3033.1		%	1930.31		%
Contribution Profit	$	~~225~~224,~~068~~111		$	~~255~~225,~~815~~068		(~~12.~~0.4)	%

Comparison of the Years Ended December 31, 2024 and 2023:

North America marketing expense and marketing expense as a percentage of revenue increased for the year ended December 31, 2024 compared with the prior year period, primarily driven by an increased investment in our performance marketing campaigns.

~~North~~Comparison ~~America~~of ~~contribution profit decreased for~~ the ~~year~~Years ~~ended~~ Ended December 31, ~~2024~~2025 ~~compared~~and ~~with the prior year period, primarily due to an increase in marketing expense.~~2024:

North America marketing expense increased for the year ended December 31, 2025 compared with the prior year period, primarily due to increased investment in our online marketing spend to drive customer acquisition and demand growth. Marketing expense as a percentage of revenue increased as revenue growth did not keep pace with our marketing investment as strong performance in paid channels was offset by headwinds in non-paid channels.

North America contribution profit remained relatively flat for the year ended December 31, 2025, compared with the prior year period, as the increase in marketing expense was largely offset by the increase in gross profit.

International

Operating Metrics

International segment gross billings, units and TTM active customers for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows (in thousands, except percentages):

Year Ended December 31,

% Change

2024

2023

2024 vs 2023

2025

2024

2025 vs 2024

Gross billings

Local

~~332~~328,~~795~~964

~~380~~332,~~797~~795

(121.62)

Goods

6053,~~530~~172

8060,~~062~~530

(2412.42)

Travel

3229,~~106~~440

4232,~~953~~106

(258.3)

Total gross billings

~~425~~411,~~431~~576

~~503~~425,~~812~~431

(153.63)

Units

Local

10,~~764~~601

1310,~~032~~764

(171.45)

Goods

1,~~688~~290

21,~~866~~688

(4123.16)

Travel

~~180~~174

~~241~~180

(253.23)

Total units

12,~~632~~065

1612,~~139~~632

(214.75)

TTM Active customers

5,~~143~~178

65,~~210~~143

~~(17~~0.2)7

Comparison of the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024:

International gross billings, ~~units~~ and ~~TTM~~units ~~active customers~~ decreased by $7813.49 million, 3and 0.56 million, ~~and~~respectively, ~~1.1 million~~while TTM active customers remained flat for the year ended December 31, ~~2024~~2025 compared with the prior year period. The decline in the Local category ~~decrease~~ was ~~primarily~~mainly ~~attributable~~due to the ~~exit~~divestiture of Giftcloud and, to a lesser extent, our ~~Local~~withdrawal ~~business~~from the Italian market in mid-2024. Excluding Giftcloud and Italy, International Local gross billings increased 13%, driven by our continued execution of our hyperlocal marketplace strategy and aincreased ~~decline~~marketing spend, with strength in ~~site~~our ~~traffic~~core local business supported by improved supply quality and effective category management. The decline in our Goods ~~and~~category ~~Travel~~is ~~categories were~~ primarily attributable to anour overall ~~decline~~de-emphasis inof ~~site~~the ~~traffic~~Goods category. In addition, there was a $315.43 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates.

Financial Metrics

International segment revenue, cost of revenue and gross profit for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows (~~dollars~~ in thousands, except percentages):

	Year Ended December 31,						% Change
	2024			2023			2024 vs 2023
	2025			2024			2025 vs 2024
Revenue
Local	$	9997,~~333~~506		$	~~111~~99,~~543~~333		(101.98)	%
Goods	109,~~929~~561			1410,~~961~~929			(2712.05)
Travel	65,~~223~~524			86,~~454~~223			(2611.42)
Total revenue	$	~~116~~112,~~485~~591		$	~~134~~116,~~958~~485		(133.73)
Cost of revenue
Local	$	79,~~889~~505		$	97,~~903~~889		(20.3)5	%
Goods	1,~~691~~527			21,~~305~~691			(269.67)
Travel	~~763~~739			~~1,079~~763			(~~29.~~3.1)
Total cost of revenue	$	1011,~~343~~771		$	1310,~~287~~343		~~(22~~13.2)8
Gross profit
Local	$	9188,~~444~~001		$	~~101~~91,~~640~~444		(103.08)	%
Goods	98,~~238~~034			129,~~656~~238			(2713.0)
Travel	54,~~460~~785			75,~~375~~460			(2612.04)
Total gross profit	$	~~106~~100,~~142~~820		$	~~121~~106,~~671~~142		(125.80)
% of Consolidated revenue	2322.6		%	2623.26		%
% of Consolidated cost of revenue	2125.47			2021.74
% of Consolidated gross profit	2322.93			2723.09

Comparison of the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024:

International revenue, ~~cost of revenue~~ and gross profit decreased by $183.59 million, and $25.93 million, ~~and~~respectively, while cost of revenue increased by $151.54 million for the year ended December 31, ~~2024~~2025 compared with the prior year period. The decline in the Local category ~~decrease~~ was ~~primarily~~mainly ~~attributable~~due to the ~~exit~~divestiture of Giftcloud and, to a lesser extent, our ~~Local~~withdrawal ~~business~~from the Italian market in ~~Italy~~mid-2024. Excluding Giftcloud and aItaly, ~~decline~~International inLocal ~~site~~revenue ~~traffic~~increased 6%. The decline in our Goods ~~and~~category ~~Travel~~is ~~categories were~~ primarily attributable to anour overall ~~decline~~de-emphasis inof ~~site~~the ~~traffic~~Goods category. Revenue and gross profit had favorable impacts of $14.03 million and $03.9 million, respectively, from year-over-year changes in foreign currency exchange rates. The increase in cost of revenue was primarily due to higher credit card processing fees. This was driven by growth in international units excluding Giftcloud, which had no credit card processing fees.

Marketing and Contribution Profit

International marketing and contribution profit for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows (~~dollars~~ in thousands, except percentages):

	Year Ended December 31,						% Change
	2024			2023			2024 vs 2023
	2025			2024			2025 vs 2024
Marketing	$	3138,~~111~~247		$	3731,~~327~~111		~~(16~~22.7)9	%
% of Revenue	2634.70		%	2726.7		%
Contribution Profit	$	7562,~~031~~573		$	8475,~~344~~031		(1116.06)	%

Comparison of the Years Ended December 31, 2024 and 2023:

International marketing expense and marketing expense as a percentage of revenue decreased for the year ended December 31, 2024 compared to the prior year period, primarily due to traffic declines and a lower investment in our online marketing spend.

International contribution profit decreased for the year ended December 31, 2024 compared with the prior year period, primarily due to a decrease in revenue.

Comparison of the Years Ended December 31, 2025 and 2024:

International marketing expense increased for the year ended December 31, 2025 compared to the prior year period, primarily due to increased investment in our online marketing spend to drive customer acquisition and demand growth. Marketing expense as a percentage of revenue increased as revenue growth did not keep pace with our marketing investment as strong performance in paid channels was offset by headwinds in non-paid channels.

International contribution profit decreased for the year ended December 31, 2025 compared with the prior year period, primarily due to a decrease in gross profit and an increase in marketing.

Consolidated Operating Expenses

Operating expenses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows (~~dollars~~ in thousands, except percentages):

	Year Ended December 31,						% Change
	2024			2023			2024 vs 2023
	2025			2024			2025 vs 2024
Marketing	$	~~144~~165,~~207~~855		$	~~110~~144,~~505~~207		3015.50	%
Selling, general and administrative (1)	~~295~~273,~~399~~728			~~350~~295,~~405~~399			(~~15.~~7.3)
Restructuring and related charges	1,066			8,006			(86.7)
(Gain) on sale of assets	—			(5,160)			(100.0)
(Gain) on sale of assets	(5,160)			—			—
(Gain) on sale of business	(10,650)			—			100.0
Total operating expenses	$	435,512		$	468,916		(7.1)
Restructuring and related charges (credits)	(34)			1,066			(103.2)
% of Gross profit:
Total operating expenses	$	428,899		$	435,512		(1.5)
Marketing	32.5		%	24.5		%
% of Revenue:
Selling, general and administrative	66.5		%	77.8		%
Marketing	33.3		%	29.3		%
Selling, general and administrative	54.9		%	60.0		%

(1)The years ended December 31, ~~2024~~2025 and ~~2023~~2024 include $2637.63 million and $1426.36 million of stock-based compensation expense and $1710.06 million and $2617.20 million of depreciation and amortization expense.

Comparison of the Years ended December 31, ~~2024~~2025 and ~~2023~~2024:

~~Marketing~~SG&A ~~expense~~ and ~~marketing~~SG&A ~~expense~~ as a percentage of ~~gross~~revenue ~~profit~~decreased ~~increased~~ for the year ended December 31, ~~2024~~2025 compared with the prior year period, due to anlower ~~increased~~technology ~~investment~~expenses, inpartially ~~our~~offset ~~North~~by ~~America~~higher ~~performance~~payroll ~~marketing campaigns~~costs.

~~SG&A~~Gain ~~and~~on ~~SG&A~~sale ~~as a percentage~~ of ~~gross~~assets ~~profit~~ decreased for the year ended December 31, ~~2024~~2025 compared with the prior year period, primarily due to a ~~decrease~~gain infrom ~~cloud~~the ~~computing~~sale ~~costs~~of ~~and~~certain aintangible ~~reduction~~assets in ~~headcount~~2024. asSee aItem ~~result~~8, ofNote ~~our~~5, ~~2022~~Goodwill ~~Restructuring~~and ~~Plan~~Other Intangible Assets, for additional information.

~~Restructuring~~Gain ~~and~~on ~~related~~sale ~~charges~~of ~~decreased~~business increased for the year ended December 31, ~~2024~~2025 compared with the prior year period, ~~primarily~~ due to a ~~decrease~~gain infrom ~~severance~~the ~~and~~sale ~~benefit~~of ~~costs~~Giftcloud ~~related to our 2022 Restructuring Plan, partially offset by an increase~~ in ~~charges related to the Italy Restructuring Plan~~2025. See Item 8, Note 133, ~~Restructuring~~Business ~~and Related Charges~~Dispositions, for additional information.

~~Gain~~Restructuring onand ~~sale~~related ofcharges ~~assets~~(credits) ~~increased~~decreased for the year ended December 31, ~~2024~~2025 compared with the prior year period, primarily due to asubstantially ~~gain~~all ~~from~~costs pertaining to the ~~sale~~various restructuring plans having been incurred as of ~~certain~~the ~~intangible~~year ~~assets~~ended December 31, 2024. See Item 8, Note 414, ~~Goodwill~~Restructuring and ~~Other~~Related ~~Intangible Assets~~Charges, for additional information.

Consolidated Other Income (Expense), Net

Other income (expense), net includes interest income, interest expense, gains and losses from changes in fair value of investments, gain on sale of investment, and foreign currency gains and losses, primarily resulting from intercompany balances with our subsidiaries that are denominated in foreign currencies.

Other income (expense), net for the years ended December 31, 2024 and 2023 was as follows (dollars in thousands):

	Year Ended December 31,
	2024		2023
Other income (expense), net	$	(39,185)	$	(25,174)

Comparison of the Years Ended December 31, 2024 and 2023:

The change in Other income (expense), net for the year ended December 31, 2024 compared with the prior year period is primarily related to a $40.3 million change in foreign currency gains and losses. This was partially offset by a remeasurement of our investment in SumUp of $25.8 million in the year ended December 31, 2023, with no comparable activity in the current year period. See Item 8, Note 5, Investments, for additional information.

Other income (expense), net for the years ended December 31, 2025 and 2024 was as follows (in thousands, except percentages):


	Year Ended December 31,
	2025		2024
Other income (expense), net	$	30,829	$	(37,554)

Comparison of the Years Ended December 31, 2025 and 2024:

The change in Other income (expense), net for the year ended December 31, 2025 compared with the prior year period is primarily related to a $67.3 million increase in foreign currency gains (losses) which primarily resulted from U.S. dollar-denominated intercompany balances with our foreign subsidiaries. The increase is primarily driven by the Euro appreciation against the U.S. dollar during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Consolidated Provision (Benefit) for Income Taxes

Comparison of the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024:

Provision (benefit) for income taxes for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was as follows (~~dollars~~ in thousands, except percentages):

	Year Ended December 31,						% Change
	2024			2023			2024 vs 2023
	2025			2024			2025 vs 2024
Provision (benefit) for income taxes	$	2635,~~123~~625		$	926,~~508~~123		~~174~~36.74	%
Effective tax rate	(8678.04)		%	(2186.90)		%

Our U.S. Federal income tax rate was 21% for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

The primary factors impacting the effective tax rate for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets, including U.S. pre-tax losses due to a loss on extinguishment of debt and the tax settlement expense for the Italy 2012 and 2017 Assessments. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we continue to maintain a full valuation allowance against all U.S. federal and state deferred tax assets. We expect that our consolidated effective tax rate in future periods may continue to differ significantly from the U.S. federal income tax rate as a result of our tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses.

See Item 8, Note 1415, Income Taxes, for additional information relating to tax audits and assessments and regulatory and legal developments that may impact our business and results of operations in the future.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with GAAP, we have provided the following non-GAAP financial measures: Adjusted EBITDA, free cash flow and foreign currency exchange rate neutral operating results. Those non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that those non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, those non-GAAP financial measures are not intended to be a substitute for those reported in accordance with GAAP.

Adjusted EBITDA. Adjusted EBITDA is a non-GAAP performance measure that we define as Net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation and other special charges and credits, including items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board to evaluate operating performance, generate future operating plans and make strategic decisions. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board. However, Adjusted EBITDA is not intended to be a substitute for Net income (loss).

We exclude stock-based compensation expense and depreciation and amortization because they are primarily non-cash in nature and we believe that non-GAAP financial measures excluding those items provide meaningful supplemental information about our operating performance and liquidity. For the years ended December 31, 2024 and 2023, special charges and credits included charges related to our Italy, 2022 and 2020 Restructuring Plans, gain on sale of assets and foreign VAT assessments. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results. For the foreign VAT assessments, we also considered the fact that we ceased operations in Portugal in 2016 and it is not part of our ongoing business. We have not engaged in any revenue-generating or payroll-related activity in Portugal since ceasing those operations nor do we intend to engage in these activities in that jurisdiction in the future.

~~The~~strategic ~~following~~decisions. isAccordingly, awe ~~reconciliation~~believe ofthat Adjusted EBITDA provides useful information to ~~the~~investors ~~most~~and ~~comparable~~others ~~GAAP~~in ~~financial~~understanding ~~measure,~~and ~~Net~~evaluating ~~income~~our ~~(loss)~~operating ~~for~~results in the ~~years~~same ~~ended~~manner ~~December~~as ~~31,~~our ~~2024~~management and ~~2023~~Board. ~~(dollars~~However, inAdjusted ~~thousands~~EBITDA is not intended to be a substitute for Net income (loss): from continuing operations.

	Year Ended December 31,
	2024		2023
Net income (loss)	$	(56,514)	$	(52,934)
Adjustments:
Stock-based compensation (1)	26,734		14,481
Depreciation and amortization	30,900		51,218
Restructuring and related charges (2)	1,066		8,006
(Gain) on sale of assets	(5,160)		—
Foreign VAT assessments (3)	6,974		—
Other (income) expense, net (4)	39,185		25,174
Provision (benefit) for income taxes	26,123		9,508
Total adjustments	125,822		108,387
Adjusted EBITDA	$	69,308	$	55,453

We exclude stock-based compensation expense and depreciation and amortization because they are primarily non-cash in nature and we believe that non-GAAP financial measures excluding those items provide meaningful supplemental information about our operating performance and liquidity. For the years ended December 31, 2025 and 2024, special charges and credits included charges related to our Italy Restructuring Plan, 2022 Restructuring Plan and 2020 Restructuring Plan, as well as gain on sale of assets, gain on sale of business, loss on extinguishment of debt and foreign VAT assessments. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results. For the foreign VAT assessments, we also considered the fact that we ceased operations in Portugal in 2016 and it is not part of our ongoing business. We have not engaged in any revenue-generating or payroll-related activity in Portugal since ceasing those operations nor do we intend to engage in these activities in that jurisdiction in the future.

~~(1)Stock-based~~The ~~compensation~~following ~~excludes~~is ~~expense~~a ~~related~~reconciliation toof ~~the~~Adjusted ~~2024~~EBITDA ~~Executive~~to ~~PSUs~~the ~~that~~most ~~are~~comparable ~~required~~GAAP tofinancial bemeasure, ~~settled~~Net inincome ~~cash.~~(loss) ~~Refer~~for tothe ~~Item~~years 8,ended ~~Note~~December 1131, ~~Compensation~~2025 ~~Arrangements,~~and ~~for~~2024 ~~additional~~(in ~~information.~~thousands):

(2)Includes a settlement of $4.25 million related to our sublease to Uptake for the year ended December 31, 2023. Refer to Item 8, Note 9, Commitments and Contingencies and Item 8, Note 13, Restructuring and Related Charges, for additional information.


	Year Ended December 31,
	2025		2024
Income (loss) from continuing operations	$	(81,081)	$	(56,514)
Adjustments:
Stock-based compensation (1)	37,774		26,734
Depreciation and amortization	18,602		30,900


Restructuring and related charges (credits)	(34)		1,066
(Gain) on sale of assets	—		(5,160)
(Gain) on sale of business	(10,650)		—
Foreign VAT assessments (2)	—		6,974
Loss on extinguishment of debt	99,925		1,631
Other (income) expense, net (3)	(30,829)		37,554
Provision (benefit) for income taxes	35,625		26,123
Total adjustments	150,413		125,822
Adjusted EBITDA	$	69,332	$	69,308

(31)~~The~~Stock-based ~~Foreign~~compensation ~~VAT assessments adjustment~~ excludes ~~related interest~~ expense ofrelated ~~$1.8~~to ~~million for~~ the ~~year~~liability-classified ~~ended December 31,~~ 2024 asExecutive ~~the interest expense is included within Other (income) expense, net~~PSUs. Refer to Item 8, Note 912, ~~Commitments~~Compensation ~~and~~Arrangements, ~~Contingencies~~ for additional information.

(42)~~Includes~~The ~~$1.6~~Foreign ~~million~~VAT ~~related~~assessments toadjustment aexcludes ~~loss~~related oninterest ~~extinguishment~~expense of ~~exchanged~~$1.8 ~~debt~~million ~~in connection with the Exchange and Subscription Agreements~~ for the year ended December 31, 2024. ~~Refer~~as tothe ~~Item~~interest 8,expense ~~Note~~is 7,included ~~Financing~~within ~~Arrangements.~~Other ~~Includes~~(income) ~~a $25.8 million remeasurement of our investment in SumUp during the year ended December 31~~expense, ~~2023~~net. Refer to Item 8, Note 510, ~~Investments,~~Commitments and Contingencies for additional information.

~~Free~~(3)Includes ~~cash flow~~$6.0 ~~Free~~million ~~cash~~gain ~~flow~~on issale arelated ~~non-GAAP~~to ~~liquidity~~proceeds ~~measure~~received ~~that~~in ~~comprises~~the ~~net~~sale ~~cash provided by operating activities less purchases~~ of ~~property~~the ~~and~~Company's ~~equipment~~minority ~~and~~investment ~~capitalized~~in ~~software~~TodayTix. WeRefer ~~use free cash flow~~ to ~~conduct~~Item ~~and evaluate our business because~~8, ~~although~~Note ~~it is similar to cash flow~~6, ~~we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets~~Investments, ~~software developed~~ for ~~internal~~additional ~~use and website development costs are necessary components of our ongoing operations~~information. ~~Free cash flow is not intended to represent the total increase or decrease in our cash balance for the applicable period.~~

Free cash flow. Free cash flow is a non-GAAP liquidity measure that comprises Net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software. We use free cash flow to conduct and evaluate our business because, although it is similar to Net cash provided by (used in) from continuing operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in our cash balance for the applicable period.

Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. Therefore, we believe it is important to view free cash flow as a complement to our Consolidated Statements of Cash Flows. For a reconciliation of free cash flow to the most comparable GAAP financial measure, see Liquidity and Capital Resources below.

Foreign currency exchange rate neutral operating results. Foreign currency exchange rate neutral operating results show current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. Those measures are intended to facilitate comparisons to our historical performance.

~~The~~Foreign ~~following~~currency ~~table~~exchange ~~represents~~rate ~~the~~neutral ~~effect~~operating onresults. ~~our~~Foreign ~~Consolidated~~currency ~~Statements~~exchange ofrate ~~Operations~~neutral ~~from~~operating ~~changes~~results inshow current period operating results as if foreign currency exchange rates ~~versus~~had remained the ~~U.S.~~same ~~dollar~~as ~~for~~those in effect in the ~~years~~prior ~~ended~~year ~~December~~period. ~~31,~~Those ~~2024~~measures ~~and~~are ~~2023~~intended ~~(in~~to ~~thousands):~~facilitate comparisons to our historical performance.

	Year Ended December 31, 2024						Year Ended December 31, 2023
	At Avg. 2023 Rates (1)		Exchange Rate Effect (2)		As Reported		At Avg. 2022 Rates (1)		Exchange Rate Effect (2)		As Reported
Gross billings	$	1,554,825	$	3,378	$	1,558,203	$	1,637,091	$	7,967	$	1,645,058
Revenue	491,600		957		492,557		512,576		2,334		514,910
Cost of revenue	48,201		50		48,251		64,014		232		64,246
Gross profit	443,399		907		444,306		448,562		2,102		450,664
Marketing	144,144		63		144,207		109,600		905		110,505
Selling, general and administrative	294,628		771		295,399		347,683		2,722		350,405
Restructuring charges	959		107		1,066		8,183		(177)		8,006
(Gain) on sale of assets	(5,160)		—		(5,160)		—		—		—
Income (loss) from operations	$	8,828	$	(34)	$	8,794	$	(16,904)	$	(1,348)	$	(18,252)

The following table represents the effect on our Consolidated Statements of Operations from changes in exchange rates versus the U.S. dollar for the years ended December 31, 2025 and 2024 (in thousands):


	Year Ended December 31, 2025						Year Ended December 31, 2024
	At Avg. 2024 Rates (1)		Exchange Rate Effect (2)		As Reported		At Avg. 2023 Rates (1)		Exchange Rate Effect (2)		As Reported
Gross billings	$	1,650,458	$	15,297	$	1,665,755	$	1,554,825	$	3,378	$	1,558,203
Revenue	494,118		4,304		498,422		491,600		957		492,557
Cost of revenue	45,424		459		45,883		48,201		50		48,251
Gross profit	448,694		3,845		452,539		443,399		907		444,306
Marketing	164,054		1,801		165,855		144,144		63		144,207
Selling, general and administrative	271,341		2,387		273,728		294,628		771		295,399

Long-lived asset impairment	2		(2)		—		—		—		—
(Gain) on sale of assets	—		—		—		(5,160)		—		(5,160)
(Gain) on sale of business	(10,176)		(474)		(10,650)		—		—		—
Restructuring and related charges (credits)	(19)		(15)		(34)		959		107		1,066
Income (loss) from operations	$	23,492	$	148	$	23,640	$	8,828	$	(34)	$	8,794

(1)Represents the financial statement balances that would have resulted had exchange rates in the reporting period been the same as those in effect in the prior year period.

(2)Represents the increase or decrease in the reported amount resulting from changes in exchange rates from those in effect in the prior year period.

Liquidity and Capital Resources

Our principal source of liquidity is our cash balance totaling $~~228~~296.81 million as of December 31, ~~2024~~2025. The Company's cash requirements are subject to change as business conditions warrant and opportunities arise. Additionally, with the ~~Rights~~execution ~~Offering,~~of ~~termination~~the ofExchange ~~our~~and ~~Credit~~Subscription ~~Agreement~~Agreements in ~~February~~November 2024, and ~~the~~ Exchange ~~and~~Agreement ~~Subscription Agreements~~ in ~~November~~July ~~2024~~2025, we believe that the Company has sufficient liquidity to support its overall ongoing operational needs within the next 12 months, including the repayment of the remaining outstanding $33.7 million principal of the 2026 Notes upon maturity in March 2026.

We are subject to claims for tax assessments by foreign jurisdictions,. ~~including~~On aAugust ~~proposed~~5, ~~Assessment~~2025, ~~for~~Groupon ~~$122~~S.~~3 million (€117~~r.5l. ~~million),~~and ~~inclusive~~the ofItalian ~~estimated~~Tax ~~incremental~~Authority ~~interest~~reached ~~from~~an agreement in principle to resolve the ~~original~~Italy ~~Assessment.~~2012 ~~The~~and ~~subsidiary~~2017 ~~subject~~Assessments. toOn ~~the~~December ~~Assessment~~29, is2025, Groupon S.r.l., ~~one~~and of the ~~Company's~~ Italian ~~subsidiaries~~tax ~~formerly~~authorities ~~with~~entered ~~operations~~into ~~relating~~a ~~specifically~~binding toframework ~~the~~agreement ~~local~~that ~~voucher~~definitively ~~business~~resolved inall ~~Italy.~~outstanding Intax ~~December~~disputes ~~2024,~~involving Groupon S.r.l.. ~~received~~Pursuant anto ~~unfavorable~~the ~~ruling~~framework atagreement, ~~the~~Groupon ~~second-level~~S.r.l. ~~Tax~~agreed ~~Court.~~to ~~The~~pay ~~Company~~a ~~continues~~total toof ~~believe~~approximately ~~that~~$25.3 ~~the~~million ~~Assessment~~(€21.5 ismillion), ~~without~~inclusive ~~merit~~of ~~and~~amounts ~~Groupon~~previously ~~S.r.l.~~paid ~~intends~~through toinstallment ~~pursue~~plans aof ~~prompt~~$10.4 ~~appeal~~million to(€8.9 ~~the~~million) ~~Italian~~to ~~Supreme~~resolve ~~Court~~all disputes. If Groupon S.r.l. ~~loses~~paid ~~that~~a ~~appeal,~~net ~~Groupon~~amount Sof approximately $14.~~r.l.~~8 ~~plans~~million to(€12.6 ~~further~~million) ~~challenge~~in the ~~Assessment~~fourth quarter of 2025 and ~~seek~~an ~~relief~~immaterial additional amount in anthe ~~international~~first ~~mutual~~quarter ~~agreement~~of ~~procedure~~2026. Following ~~that~~these ~~involves~~payments, the Company considers the matters covered by the Italian tax ~~authorities~~assessments to be effectively settled as of ~~Ireland~~December ~~and~~31, ~~Italy~~2025. See Item 1, Note 15, Income Taxes, for additional information.

Under Italian tax court procedures, taxpayers are required to deposit “provisional payments” while tax appeals are pending, which are held in trust by tax authorities and returned to the taxpayer if the taxpayer prevails on the appeal. At present, Groupon S.r.l. would be required to deposit provisional amounts equal to two-thirds of the assessed amount. However, Groupon S.r.l. has sought and obtained approval of installment plans whereby the provisional payments may be deposited pro rata in monthly installments over seventy-two months. A third provisional amount (equal to the remaining third of the Assessment) would come due in October 2025. However, contemporaneous with its appeal to the Italian Supreme Court, Groupon S.r.l. intends to seek a full stay of the provisional payment obligations. Groupon S.r.l. expects a hearing on the possible stay of provisional payments to take place in the first half of 2025. If Groupon S.r.l. does not succeed in staying the provisional payment obligation, Groupon S.r.l. will consider its options, including making monthly installment payments up to the amount of its assets, or undertaking further restructuring actions. The payments due in 2025 under the terms of the installment plans total $13.7 million (€13.2 million). Such amounts are recorded as Other non-current assets within the Consolidated Balance Sheets when cash is remitted.

The Company continues to expect that the Assessment will not result in financial exposure that exceeds the amounts disclosed in its Form 8-K, filed on April 15, 2024. We do not expect any related developments to impact the ability of the Company to meet its obligations outside of Groupon S.r.l. See Item 1, Note 14, Income Taxes, for additional information.

Our net cash flows from operating, investing and financing activities from continuing operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 were as follows (in thousands):

	Year Ended December 31,
	2024		2023
	2025		2024
Cash provided by (used in):
Operating activities	$	5564,~~894~~498	$	~~(77~~55,~~985)~~894
Investing activities	(6,~~812)~~423		(16,~~397~~812)
Financing activities	$	47(7,~~790~~510)	$	~~(35~~47,~~690)~~790

Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities, less purchases of property and equipment and capitalized software. Our free cash flow for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and reconciliations to the most comparable GAAP financial measure, Net cash provided by (used in) operating activities from continuing operations, for those periods are as follows (in thousands):

	Year Ended December 31,
	2024		2023
	2025		2024
Net cash provided by (used in) operating activities	$	55,894	$	(77,985)
Net cash provided by (used in) operating activities from continuing operations	$	64,498	$	55,894
Purchases of property and equipment and capitalized software	(15,333)		(19,285)
Purchases of property and equipment and capitalized software from continuing operations	(14,624)		(15,333)
Free cash flow	$	4049,~~561~~874	$	~~(97~~40,~~270)~~561

Our revenue-generating transactions are primarily structured such that we collect cash up-front from customers and pay third-party merchants at a later date, either based upon the customer's redemption of the related voucher or fixed payment terms, which are generally ~~biweekly~~weekly, throughout the term of the merchant's offering.

Our cash balances fluctuate significantly throughout the year based on many variables, including changes in gross billings and the timing of payments to merchants and suppliers.

Net cash provided by (used in) operating activities

For the year ended December 31, ~~2024~~2025, our net cash provided by operating activities from continuing operations was $5564.95 million as compared with net cash ~~used~~provided inby operating activities from continuing operations of $7855.09 million in the prior period. The improved cash flow from operating activities is primarily due to atiming ~~reduction~~of merchant payments. Strategic supplier payments in ~~headcount~~late as2024 decreased merchant payable entering into 2025, resulting in a ~~result~~lower ofbeginning merchant payable balance for the ~~impacts~~current ofperiod ~~our~~and ~~2022~~improved ~~Restructuring~~cash ~~Plan~~flow over the comparable period. We resumed regular payment cycles during the year ended December 31, 2025. Further we have seen increased revenue and billings growth year-over-year.

Net cash provided by (used in) investing activities

For the year ended December 31, ~~2024~~2025, our net cash ~~used~~provided inby investing activities from continuing operations was $6.84 million as compared with net cash used in investing activities from continuing operations of $16.48 million in the prior period. The ~~change~~improvement isin ~~primarily~~investing cash flow is driven by $15.0 million of proceeds ~~from~~earned on the sale of ~~SumUp~~Giftcloud ofand $186.90 million inof proceeds from the ~~prior~~sale ~~year~~of ~~period,~~our ~~with~~minority noinvestment ~~comparable~~in ~~activity~~TodayTix in the current year ~~period~~, partially offset by $9.1 million of ~~net~~ proceeds from the sale ~~intangible assets and fewer purchases~~ of ~~property~~certain ~~and~~intangible ~~equipment~~assets ~~and~~in ~~capitalized software during~~ the prior year.

Net cash provided by (used in) financing activities

For the year ended December 31, ~~2024~~2025, our net cash ~~provided~~used byin financing activities from continuing operations was $477.85 million as compared with net cash ~~used~~provided inby financing activities from continuing operations of $3547.78 million in the prior period. The ~~improved~~reduced cash flow from financing activities is primarily due to $79.6 million of proceeds received from the Rights Offering and partially offsetting repayments of borrowings under our revolving credit agreement of $2042.08 million ofduring ~~proceeds~~the ~~received~~year inended ~~the~~December ~~Exchange~~31, ~~and~~2024. ~~Subscription~~To ~~Agreements~~a lesser extent, ~~partially~~the ~~offset~~reduced cash flow was impacted by an increase in taxes paid for net share settlements of stock-based compensation awards of $~~10.~~6.2 million induring ~~payments~~the ofyear ~~borrowings~~ended ~~under~~December ~~our~~31, ~~revolving~~2025 ~~credit~~compared ~~facility~~with $2.3 million in the prior year period.

Matters related to the Rights Offering and Credit Agreement

In March 2023, we entered into the Fourth Amendment to the Credit Agreement, which reduced borrowing capacity under our senior secured revolving credit facility from $150.0 million to $75.0 million. In connection with the Fourth Amendment, we repaid $27.3 million of outstanding borrowings. Prior to entering into the Fourth Amendment, our access to the full capacity of our Credit Agreement was partially restricted and our liquidity impacted

~~accordingly.~~Matters ~~Additionally,~~related ~~we have contracts in place with multiple payment processors, which give our payment processors in certain instances discretion~~ to ~~impose~~the ~~receivable~~Rights ~~holdbacks~~Offering or reserve requirements based on changes to our business model or material changes in our financial condition. Any material increase in receivable holdbacks or reserve requirements could have a material impact on our cash flow and ~~available~~Credit ~~liquidity.~~Agreement

On November 7, 2023, the Board approved the Rights Offering to our stockholders of record of our Common Stock, as of the close of business on November 20, 2023. To be able to execute the Rights Offering, the Credit Agreement was amended.

On January 22, 2024, we announced the closing of our $80.0 million fully backstopped Rights Offering for shares of our Common Stock. Pursuant to the terms of the Rights Offering, 7,079,646 shares of Common Stock were purchased at $11.30 per share, generating $80.0 million in gross proceeds to the Company.

On February 12, 2024, we prepaid the Payoff Amount to terminate all commitments to extend further credit under the Credit Agreement using our $80.0 million in proceeds received from the Rights Offering. The terms of the Rights Offering permit the Company to use the proceeds for general corporate purposes, including the repayment of debt. We were not subject to any early termination penalties under the Credit Agreement. The payment of the Payoff Amount terminated our obligations under the Credit Agreement, except for ordinary and customary survival terms. In addition, we retained access to letters of credit, originally available under the Credit Agreement.

See Item 8, Note 78, Financing Arrangements, for additional information regarding the Credit Agreement and Item 8, Note 1011, Stockholders' Equity (Deficit), for additional information regarding the Rights Offering.

Matters related to the ~~2026~~ Notes ~~and 2027 Notes~~

In 2021, the Company issued the 2026 Notes in the principal amount of $230.0 million~~, which mature on March 15, 2026~~.

OnThe ~~November~~2026 ~~19,~~Notes ~~2024,~~bear weinterest ~~issued~~at ~~$197.3~~a ~~million~~rate ~~aggregate principal amount~~ of ~~2027 Notes~~1.125% ~~From~~per ~~the issuance~~annum, wepayable ~~(i)~~semi-annually ~~exchanged~~in ~~$176.3~~arrears ~~million~~on ~~aggregate~~March ~~principal~~15 ~~amount of the 2026 Notes~~ and ~~(ii)~~September ~~issued~~15 ~~and sold to certain Offering Participants $21.0 million additional principal amount~~ of ~~the~~each ~~2027~~year, ~~Notes~~and ~~for~~will ~~gross~~mature ~~cash~~March ~~proceeds~~15, of2026, ~~$20.0~~subject ~~million. We used the $20.0 million of the cash proceeds~~ to ~~offset~~earlier ~~the~~repurchase ~~cash~~or ~~outflows associated with the debt issuance costs as well as general corporate purposes~~conversion.

~~The~~On ~~2027~~November ~~Notes~~19, ~~bear~~2024, ~~interest~~we atissued a$197.3 million ~~rate~~aggregate ofprincipal ~~6.25%~~amount ~~per~~of ~~annum,~~2027 ~~payable~~Notes. ~~semi-annually~~From ~~commencing~~the ~~March 15~~issuance, ~~2025~~we ~~and~~(i) ~~will~~exchanged ~~mature~~$176.3 million ~~March~~aggregate ~~15,~~principal ~~2027,~~amount ~~subject~~of tothe ~~earlier~~2026 ~~repurchase~~Notes orand ~~conversion.~~(ii) Weissued ~~may~~and besold ~~required~~ to ~~pay~~certain ~~additional~~2027 ~~interest~~Notes ofOffering 2Participants $21.5%0 million ~~per~~additional ~~annum~~principal amount of the 2027 Notes infor ~~the~~gross ~~event~~cash ~~that~~proceeds weof ~~fail~~$20.0 million. toWe ~~pledge~~used ~~certain~~the ~~assets~~$20.0 million ~~as part~~ of the ~~collateral~~cash ~~for~~proceeds to offset the ~~2027~~cash ~~Notes,~~outflows ~~unless~~associated ~~such~~with ~~assets~~the ~~are~~debt ~~sold,~~issuance bycosts ~~November~~as ~~20,~~well ~~2025~~as general corporate purposes.

~~See~~The ~~Item~~2027 8,Notes ~~Note~~bear 7,interest ~~Financing~~at ~~Arrangements~~a rate of 6.25% per annum, ~~for~~payable ~~additional~~semi-annually ~~information~~March ~~regarding~~15 ~~the~~and ~~2026~~September 15 of each year, and will mature March 15, 2027, ~~Notes~~subject to earlier repurchase or conversion.

On July 2, 2025, the Company issued $244.1 million aggregate principal amount of the 2030 Notes, consisting of (i) $20.0 million aggregate principal amount of 2030 Notes issued in exchange for $20.0 million aggregate principal amount of the Company’s outstanding 2026 Notes and (ii) $224.1 million aggregate principal amount of 2030 Notes issued in exchange for $150.0 million aggregate principal amount of the Company’s outstanding 2027 Notes with certain 2030 Notes Offering Participants.

The 2030 Notes are senior, unsecured obligations of the Company and accrue interest at a rate of 4.875% per annum, payable semi-annually in arrears on each June 30 and December 30, commencing December 30, 2025, and will mature on June 30, 2030, unless earlier converted, redeemed or repurchased.

See Item 8, Note 8, Financing Arrangements, for additional information regarding the Notes.

Other Liquidity and Capital Resource matters

As of December 31, ~~2024~~2025, we had $8572.7 million in cash held by our international subsidiaries, which is primarily denominated in British Pounds Sterling, Euros, Indian Rupees and Australian dollars. In general, it is our practice and intention to re-invest the earnings of our non-U.S. subsidiaries in those operations or remit such earnings in a tax-efficient manner. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business.

In May 2018, the Board authorized us to repurchase up to $300.0 million of our Common Stock under our share repurchase program. As of December 31, ~~2024~~2025, up to $245.0 million of Common Stock remained available for purchase under our program. The timing and amount of share repurchases, if any, will be determined based on market conditions, share price, available cash and other factors, and the share repurchase program may be terminated at any time. Repurchases will be made in compliance with SEC rules and other legal requirements and may be made, in part, under a Rule 10b5-1 plan, which permits share repurchases when we might otherwise be precluded from doing so.

Contractual Obligations and Commitments

For additional information on our commitments for other financing arrangements, ~~future lease payments~~ and purchase obligations, see Item 8, Note 78, Financing Arrangements, Note 89, Leases, ~~and~~ Note 910, Commitments and Contingencies and Note 15, Income Taxes, for additional information.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, ~~2024~~2025.

Critical Accounting Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. Our significant accounting policies are discussed in Item 8, Note 2, Summary of Significant Accounting Policies, in the notes to the Consolidated Financial Statements.

The preparation of Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and related disclosure of contingent liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates under different assumptions or conditions.

We believe that the estimates and assumptions related to revenue recognition, impairment assessments, and income taxes have the greatest potential impact on our Consolidated Financial Statements. Therefore, we consider these to be our critical accounting estimates.

Revenue Recognition

We make significant estimates related to revenue recognition including estimates for refund reserve, variable consideration from vouchers that will not ultimately be redeemed, and breakage income from customer credits that are not expected to be used. We estimate future refunds, voucher redemptions, and customer credit redemptions using historical refund and redemption experience. We also consider trends when making those estimates that could be driven by changes to our policies, or in general, economic conditions that may impact customer behavior. We reevaluate our estimate as facts and circumstances change.

These estimates rely on judgments regarding future expectations of customer behavior. While the basis of our estimates is historical data, customer behavior may not always be predictable. If actual refunds or redemptions differ from our estimates, the effects could be material to the Consolidated Financial Statements.

See Item 8, Note 2, Summary of Significant Accounting Policies and Note 1213, Revenue Recognition, for information about our revenue recognition accounting policies.

Impairment Assessments

Impairment assessment estimates apply to goodwill, long-lived assets, right-of-use assets and investments.

Goodwill is allocated to our reporting units at the date the goodwill is initially recorded. We evaluate goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may exceed its fair value. We review our long-lived assets, such as property, equipment and software, intangible assets, right-of-use assets and investments for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Significant judgment and estimates are required when determining the fair value of these assets for impairment tests.

When determining fair values in impairment tests, we use the income approach (including discounted cash flows). Our significant estimates in those fair value measurements may include identifying business factors such as size, growth, profitability and risk and return on investment. Further, when measuring fair value based on discounted

cash flows, we make assumptions about risk-adjusted discount rates, including the weighted average cost of capital; rates of increase in revenue, cost of revenue and operating expenses; rates of long-term growth; working capital levels; and income tax rates. Valuations are performed by management or third-party valuation specialists under management's supervision, where appropriate. We believe that the estimated fair values used in impairment tests are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates. See Item 8, Note 34, Property, Equipment and Software, Net, Note 45, Goodwill and Other Intangible Assets, Note 56, Investments and Note 89, Leases for more information about our impairment assessments.

Future changes in our assumptions or the interrelationship of the assumptions described above may negatively impact future valuations. In future measurements of fair value, adverse changes in assumptions could result in impairments of goodwill or long-lived assets that would require non-cash charges to the Consolidated Statements of Operations and those charges could have a material effect on our financial condition and operating results.

See Item 8, Note 2, Summary of Significant Accounting Policies for information about our accounting policies relating to impairment of goodwill, long-lived assets, right-of-use assets and investments.

Income Taxes

We account for income taxes using the asset and liability method and assess whether it is more likely than not that the deferred tax assets will be realized. We are also subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities.

To assess whether it is more likely than not that deferred tax assets will be realized and whether a valuation allowance needs to be recorded against them, we consider the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, and (d) tax planning strategies.

Our ability to realize deferred tax assets depends on future taxable income, the reversal of taxable temporary differences, and feasible tax planning strategies. Given the Company’s recent history of U.S. taxable earnings, a future release of the U.S. valuation allowance could occur if we achieve sustained profitability in the U.S. The timing and amount of any release will depend on the weight of positive evidence relative to negative evidence, including recent results and likelihood of future utilization of attributes. A release would reduce income tax expense in the period of release and could materially affect our effective tax rate.

During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, by changes in the measurement of uncertain tax positions, by changes affecting transfer pricing or by changes in the relevant laws, regulations, principles and interpretations.

See Item 8, Note 2, Summary of Significant Accounting Policies, and Note 1415, Income Taxes, for information about our income tax accounting policies.

Recently Issued Accounting Standards

For a description of recently issued accounting standards, please see Item 8, Note 2, Summary of Significant Accounting Policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business, including the effect of foreign currency fluctuations, interest rate changes and inflation. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Foreign Currency Exchange Risk

We transact business in various foreign currencies other than the U.S. dollar, principally the Euro, British ~~pound~~Pound ~~sterling~~Sterling, Canadian dollar, Indian Rupee, Polish Zloty, Czech Koruna, and, to a lesser extent, Swiss Franc and Australian dollar, which exposes us to foreign currency risk. As of December 31, 2025, the U.S. dollar index was down 9.4% over December 31, 2024. For the year ended December 31, ~~2024~~2025, we derived approximately 2322.6% of our revenue from our International segment. Revenue and related expenses generated from our international operations are generally denominated in the local currencies of the corresponding countries. The functional currencies of our subsidiaries that either operate or support these markets are generally the same as the corresponding local currencies. However, the results of operations of, and certain of our intercompany balances associated with, our international operations are exposed to foreign currency exchange rate fluctuations. Upon consolidation, as exchange rates vary, our revenue and other operating results may differ materially from expectations, and we may record significant gains or losses on the re-measurement of intercompany balances.

We assess our foreign currency exchange risk based on hypothetical changes in rates utilizing a sensitivity analysis that measures the potential impact on working capital based on a 10% change (increase and decrease) in currency rates. We use a current market pricing model to assess the changes in the value of the U.S. dollar on foreign currency denominated monetary assets and liabilities. The primary assumption used in this model is a hypothetical 10% weakening or strengthening of the U.S. dollar against those currency exposures as of December 31, ~~2024~~2025 and ~~2023~~2024.

As of December 31, ~~2024~~2025, our net working capital ~~surplus~~deficit (defined as current assets less current liabilities) from subsidiaries that are subject to foreign currency translation risk was $826.35 million. The potential increase in this working capital ~~surplus~~deficit from a hypothetical 10% adverse change in quoted foreign currency exchange rates would be $02.87 million. This compares with a $218.73 million working capital ~~deficit~~surplus subject to foreign currency exposure as of December 31, ~~2023~~2024, for which a 10% adverse change would have resulted in a potential increase in this working capital ~~deficit~~surplus of $20.28 million.

Interest Rate Risk

Our cash balance as of December 31, ~~2024~~2025 consists of bank deposits so exposure to market risk for changes in interest rates is limited. The 2026 Notes, 2027 Notes and ~~2027~~2030 Notes have an aggregate principal amount of $5333.7 million, $47.3 million and $~~197~~244.31 million, respectively, and bear interest at a fixed rate, so we have no financial statement impact from changes in interest rates. However, changes in market interest rates impact the fair value of the ~~2026~~ Notes ~~and 2027 Notes~~ along with other variables such as our credit spreads and the market price and volatility of our Common Stock. See Item 8, Note 78, Financing Arrangements, for additional information.

Inflation Risk

Our business is affected by changes to our merchants' and customers' discretionary spend. WePeriods expect such discretionary spend limitations to continue, and if we do not see increased overall demand for discounted goods and services to help offset these limitations on individual merchants and customers, our business, financial condition and results of ~~operations could be adversely impacted. Additionally, periods of~~ increased inflation could negatively impact our business by driving up our operating costs. Our costs are subject to inflationary pressures, and if those pressures become significant, we may not be able to offset such higher costs through price increases or other cost efficiency measures. Our inability or failure to do so could harm our business, financial condition and results of operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Table of Contents

Groupon, Inc.

Consolidated Financial Statements

As of December 31, ~~2024~~2025 and ~~2023~~2024 and for the Years Ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

			Page
Report of Independent Registered Public Accounting Firm			59
Consolidated Balance Sheets			6261
Consolidated Statements of Operations			6362
Consolidated Statements of Comprehensive Income (Loss)			6463
Consolidated Statements of Stockholders' Equity (Deficit)			6564
Consolidated Statements of Cash Flows			6665
Notes to Consolidated Financial Statements			6867

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Groupon, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Groupon, Inc. and subsidiaries (the "Company") as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes and the schedule listed in the Index at Item 15(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024,~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1110, ~~2025~~2026, expressed an ~~adverse~~unqualified opinion on the Company's internal control over financial reporting ~~because of a material weakness~~.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current-period audit of the financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

Variable Consideration Revenue Recognition—Refer to Notes 2 and 1213 to the financial statements

Critical Audit Matter Description

In accordance with the measurement principles of the revenue recognition accounting standard, the Company estimates variable consideration and includes such estimates in its determination of the transaction price that is recognized as revenue. The Company’s estimate of variable consideration each period is associated with gross billings for vouchers that are ultimately not redeemed by customers and for which the Company’s payment terms to merchants are upon redemption. For vouchers with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold unless and until the customer redeems the related voucher. If the voucher is never redeemed by the customer, the Company retains the full amount paid for the voucher and is not required to remit to the merchant its portion of the voucher’s sales proceeds.

Evaluating management’s model and assumptions used to estimate variable consideration revenue involved especially subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to evaluating the Company’s model and assumptions used to estimate the variable consideration revenue amount included the following, among others:

•· We tested the effectiveness of controls over the estimation of the variable consideration revenue.

•· We evaluated the Company’s model, including testing the mathematical accuracy of the model, used to measure the variable consideration revenue amount by considering if it conforms with the objectives and measurement principles of the revenue recognition standard related to variable consideration.

•· We evaluated whether the Company used the proper data in the model. We also tested the completeness and accuracy of the data used in the model.

•· We evaluated the assumptions used in the model, specifically the estimated redemption rates for cohorts of vouchers, by comparing the assumed redemption rates used in the model to historical redemption rates for similar vouchers.

Income Taxes—Foreign Tax Position—Refer to Notes 2, 9, and 14 to the financial statements

Critical Audit Matter Description

The Company received a proposed income tax assessment from the Italian tax authority in the amount of $122.3 million, inclusive of estimated incremental interest from the original assessment. In December 2023, the subsidiary subject to the proposed assessment received an unfavorable ruling at the lowest court level. In October 2024, the subsidiary subject to the proposed assessment received an unfavorable ruling at the second-tier court. They intend to pursue a prompt appeal to the Italian Supreme Court. The Company believes the assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit and has been vigorously defending the subsidiary in that matter.

Given the complexity of the relevant tax laws and regulations, auditing management’s evaluation and accounting for the tax position associated with the foreign income tax assessment involved especially subjective and complex judgments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accounting for the tax position associated with the foreign income tax assessment included the following, among others:

•We tested the effectiveness of controls over income taxes, including those over accounting for uncertain tax positions.

•With the assistance of our foreign and US income tax specialists, we evaluated management’s analysis regarding the likelihood of sustaining its foreign tax position upon examination by the relevant foreign tax authorities; we evaluated management’s estimate of the amount of tax benefit recognized;

•We assessed the basis of the Company’s analysis and measurement by:

◦Obtaining, reading, and evaluating the outside legal opinion received by the Company supporting its position

◦Examining communication between tax authorities and the Company or their tax legal advisors

◦Obtaining, reading, and evaluating management’s written analysis supporting the accounting position

◦Making direct inquiries of the outside legal counsel representing the Company in this proposed assessment by the foreign tax authority

◦Evaluating any developments in the matter during the current fiscal year through inquiry of Company personnel and their outside legal counsel.

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 1110, ~~2025~~2026

We have served as the Company's auditor since 2017.

6160

GROUPON, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31,
	2024		2023
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	~~228~~296,~~843~~080	$	~~141~~228,~~563~~843
Accounts receivable, net	3425,~~153~~792		5034,~~373~~153
Prepaid expenses and other current assets	52,~~365~~548		6352,~~647~~365
Total current assets	~~315~~374,~~361~~420		~~255~~315,~~583~~361
Property, equipment and software, net	1716,~~827~~120		3017,~~530~~827
Right-of-use assets - operating leases, net	6,~~041~~316		26,~~197~~041
Goodwill	178,685		178,685
Intangible assets, net	43,~~738~~224		114,~~404~~738
Investments	74,823		74,823
Deferred income taxes	69,~~071~~648		116,~~639~~071
Other non-current assets	97,~~144~~170		69,~~095~~144
Total assets	$	~~612~~670,~~690~~406	$	~~570~~612,~~956~~690
Liabilities and equity (deficit)
Current liabilities:
Short-term borrowings	$	—	$	42,776
Current portion of convertible senior notes, net	$	33,691	$	—
Accounts payable	118,~~311~~688		1511,~~016~~311
Accrued merchant and supplier payables	~~196~~235,~~350~~473		~~209~~196,~~423~~350
Accrued expenses and other current liabilities	97106,~~765~~057		~~101~~97,~~939~~765
Total current liabilities	~~305~~383,~~426~~909		~~369~~305,~~154~~426
Convertible senior notes, net	~~246~~309,~~013~~155		~~226~~246,~~470~~013
Operating lease obligations	3,~~604~~206		23,~~382~~604
Other non-current liabilities	16,~~596~~526		1316,~~262~~596
Total liabilities	~~571~~712,~~639~~796		~~611~~571,~~268~~639
Commitments and contingencies (see Note 9)
Stockholders' equity (deficit)
Common Stock, par value $0.0001 per share, 100,500,000 shares authorized; 50,090,026 shares issued and 39,795,909 shares outstanding at December 31, 2024; 42,147,266 shares issued and 31,853,149 shares outstanding at December 31, 2023	5		4
Common Stock, par value $0.0001 per share, 100,500,000 shares authorized; 51,026,430 shares issued and 40,732,313 shares outstanding at December 31, 2025; 50,090,026 shares issued and 39,795,909 shares outstanding at December 31, 2024	5		5
Additional paid-in capital	2,~~441~~478,~~656~~038		2,~~337~~441,~~565~~656
Treasury stock, at cost, 10,294,117 shares at December 31, 2024 and December 31, 2023	(922,666)		(922,666)
Treasury stock, at cost, 10,294,117 shares at December 31, 2025 and December 31, 2024	(922,666)		(922,666)
Accumulated deficit	(1,~~508~~592,~~914~~434)		(1,~~449~~508,~~887~~914)
Accumulated other comprehensive income (loss)	30(5,~~734~~505)		(530,~~647)~~734
Total Groupon, Inc. stockholders' equity (deficit)	40(42,~~815~~562)		(40,~~631)~~815
Noncontrolling interests	~~236~~172		~~319~~236
Total equity (deficit)	41(42,~~051~~390)		~~(40~~41,~~312)~~051
Total liabilities and equity (deficit)	$	~~612~~670,~~690~~406	$	~~570~~612,~~956~~690

See Notes to Consolidated Financial Statements.

6261

GROUPON, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Revenue	$	~~492~~498,~~557~~422	$	~~514~~492,~~910~~557	$	~~599~~514,~~085~~910
Cost of revenue	4845,~~251~~883		6448,~~246~~251		7664,~~261~~246
Gross profit	~~444~~452,~~306~~539		~~450~~444,~~664~~306		~~522~~450,~~824~~664
Operating expenses:
Marketing	~~144~~165,~~207~~855		~~110~~144,~~505~~207		~~149~~110,~~231~~505
Selling, general and administrative	~~295~~273,~~399~~728		~~350~~295,~~405~~399		~~481~~350,~~375~~405
Goodwill impairment	—		—		35,424
Restructuring and related charges (credits)	(34)		1,066		8,006
Long-lived asset impairment	—		—		12,259
(Gain) on sale of assets	—		(5,160)		—
Restructuring and related charges	1,066		8,006		12,350
(Gain) on sale of business	(10,650)		—		—
(Gain) on sale of assets	(5,160)		—		—
Total operating expenses	428,899		435,512		468,916
Total operating expenses	435,512		468,916		690,639
Income (loss) from operations	23,640		8,794		(18,252)
Income (loss) from operations	8,794		(18,252)		(167,815)
Loss on extinguishment of debt	(99,925)		(1,631)		—
Other income (expense), net	~~(39~~30,~~185)~~829		(2537,~~174~~554)		(2425,~~155~~174)
Income (loss) before provision (benefit) for income taxes	(30,391)		(43,426)		(191,970)
Income (loss) from continuing operations before provision (benefit) for income taxes	(45,456)		(30,391)		(43,426)
Provision (benefit) for income taxes	2635,~~123~~625		926,~~508~~123		429,~~410~~508
Net income (loss)	(56,514)		(52,934)		(234,380)
Income (loss) from continuing operations	(81,081)		(56,514)		(52,934)
Net (income) loss attributable to noncontrolling interests	(2,513)		(2,476)		(3,229)
Income (loss) from discontinued operations, net of tax	(616)		—		—
Net income (loss) attributable to Groupon, Inc.	$	(59,027)	$	(55,410)	$	(237,609)
Net income (loss)	(81,697)		(56,514)		(52,934)
Basic and diluted net income (loss) per share:	$	(1.51)	$	(1.77)	$	(7.88)
Net income attributable to noncontrolling interests	(1,823)		(2,513)		(2,476)
Basic and diluted weighted average number of shares outstanding:	39,170,368		31,243,179		30,166,100
Net income (loss) attributable to Groupon, Inc.	$	(83,520)	$	(59,027)	$	(55,410)
Net income (loss) per share:
Continuing operations	$	(2.06)	$	(1.51)	$	(1.77)
Discontinued operations	(0.02)		—		—
Basic and diluted net income (loss) per share	$	(2.08)	$	(1.51)	$	(1.77)
Basic and diluted weighted average number of shares outstanding:	40,299,826		39,170,368		31,243,179

See Notes to Consolidated Financial Statements.

6362

GROUPON, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Year Ended December 31,

2024

2023

2022

2025

2024

2023

Net income (loss)

(5681,~~514~~697)

(5256,~~934~~514)

(~~234~~52,~~380~~934)

Other comprehensive income (loss):

Other comprehensive income (loss)

Net change in unrealized gain (loss) on foreign currency translation adjustments

(36,~~381~~239)

(836,~~589)~~381

7(8,~~755~~589)

Other comprehensive income (loss)

(36,~~381~~239)

(836,~~589)~~381

7(8,~~755~~589)

Comprehensive income (loss)

(20117,~~133~~936)

(6120,~~523~~133)

(~~226~~61,~~625~~523)

Comprehensive income attributable to noncontrolling interests

(21,~~513~~823)

(2,~~476~~513)

(32,~~229~~476)

Comprehensive income (loss) attributable to Groupon, Inc.

(22119,~~646~~759)

(6322,~~999~~646)

(~~229~~63,~~854~~999)

See Notes to Consolidated Financial Statements.

6463

GROUPON, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(in thousands, except share amounts)

	Groupon, Inc. Stockholders' Equity (Deficit)
	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Groupon, Inc. Stockholders' Equity (Deficit)		Non-controlling Interests		Total Equity (Deficit)
	Shares	Amount				Shares	Amount
Balance at December 31, 2021	40,007,255	$	4	$	2,294,215	(10,294,117)	$	(922,666)	$	(1,156,868)	$	(4,813)	$	209,872	$	424	$	210,296
Comprehensive income (loss)	—	—		—		—	—		(237,609)		7,755		(229,854)		3,229		(226,625)
Vesting of RSUs and PSUs	1,101,375	—		—		—	—		—		—		—		—		—
Shares issued under ESPP	83,551	—		1,105		—	—		—		—		1,105		—		1,105
Tax withholdings related to net share settlements of stock-based compensation awards	(405,185)	—		(6,043)		—	—		—		—		(6,043)		—		(6,043)
Stock-based compensation on equity-classified awards	—	—		33,395		—	—		—		—		33,395		—		33,395
Distributions to noncontrolling interest holders	—	—		—		—	—		—		—		—		(3,270)		(3,270)
Balance at December 31, 2022	40,786,996	$	4	$	2,322,672	(10,294,117)	$	(922,666)	$	(1,394,477)	$	2,942	$	8,475	$	383	$	8,858
Comprehensive income (loss)	—	—		—		—	—		(55,410)		(8,589)		(63,999)		2,476		(61,523)
Exercise of stock options	437,500	—		2,625		—	—		—		—		2,625		—		2,625
Vesting of RSUs and PSUs	1,385,284	—		—		—	—		—		—		—		—		—
Shares issued under ESPP	45,879	—		307		—	—		—		—		307		—		307
Tax withholdings related to net share settlements of stock-based compensation awards	(508,393)	—		(3,321)		—	—		—		—		(3,321)		—		(3,321)
Stock-based compensation on equity-classified awards	—	—		15,282		—	—		—		—		15,282		—		15,282
Distributions to noncontrolling interest holders	—	—		—		—	—		—		—		—		(2,540)		(2,540)
Balance at December 31, 2023	42,147,266	$	4	$	2,337,565	(10,294,117)	$	(922,666)	$	(1,449,887)	$	(5,647)	$	(40,631)	$	319	$	(40,312)
Comprehensive income (loss)	—	—		—		—	—		(59,027)		36,381		(22,646)		2,513		(20,133)
Rights Offering, net of issuance costs	7,079,646	1		79,618		—	—		—		—		79,619		—		79,619
Vesting of RSUs and PSUs	1,029,421	—		—		—	—		—		—		—		—		—
Shares issued under ESPP	11,612	—		92		—	—		—		—		92		—		92
Tax withholdings related to net share settlements of stock-based compensation awards	(177,919)	—		(2,501)		—	—		—		—		(2,501)		—		(2,501)
Stock-based compensation on equity-classified awards	—	—		26,882		—	—		—		—		26,882		—		26,882
Distributions to noncontrolling interest holders	—	—		—		—	—		—		—		—		(2,596)		(2,596)
Balance at December 31, 2024	50,090,026	$	5	$	2,441,656	(10,294,117)	$	(922,666)	$	(1,508,914)	$	30,734	$	40,815	$	236	$	41,051
Comprehensive income (loss)	—	—		—		—	—		(83,520)		(36,239)		(119,759)		1,823		(117,936)
Vesting of RSUs and equity-classified PSUs	1,166,076	—		—		—	—		—		—		—		—		—
Shares issued under ESPP	12,594	—		129		—	—		—		—		129		—		129
Tax withholdings related to net share settlements of stock-based compensation awards	(242,266)	—		(6,808)		—	—		—		—		(6,808)		—		(6,808)
Stock-based compensation on equity-classified awards	—	—		40,266		—	—		—		—		40,266		—		40,266
Distributions to noncontrolling interest holders	—	—		—		—	—		—		—		—		(1,887)		(1,887)
Unwind of capped call transactions	—	$	—	$	2,795	—	$	—	$	—	$	—	$	2,795	$	—	$	2,795
Balance at December 31, 2025	51,026,430	$	5	$	2,478,038	(10,294,117)	$	(922,666)	$	(1,592,434)	$	(5,505)	$	(42,562)	$	172	$	(42,390)

See Notes to Consolidated Financial Statements.

6564

GROUPON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Operating activities
Net income (loss)	$	(5681,~~514~~697)	$	(5256,~~934~~514)	$	(~~234~~52,~~380~~934)
Less: Income (loss) from discontinued operations, net of tax	(616)		—		—
Income (loss) from continuing operations	(81,081)		(56,514)		(52,934)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property, equipment and software	2717,~~889~~121		4327,~~401~~889		5443,~~170~~401
Amortization of acquired intangible assets	31,~~011~~481		73,~~817~~011		87,~~493~~817
Impairment of goodwill	—		—		35,424
Stock-based compensation	37,774		26,734		14,481
Impairment of long-lived assets	—		—		12,259
(Gain) loss from changes in fair value of investments	—		—		25,751
Restructuring-related impairment	—		—		2,949
Deferred income taxes	(2,932)		4,496		1,735
Stock-based compensation	26,734		14,481		30,006
Foreign currency (gains) losses, net	(21,452)		30,036		(5,105)
Changes in fair value of investments	—		25,751		—
Foreign VAT assessments	—		8,692		—
Deferred income taxes	4,496		1,735		49,099
(Gain) on sale of assets	—		(5,160)		—
(Gain) loss on early lease termination	(596)		(729)		(4,471)
(Gain) on sale of business	(10,650)		—		—
Loss on extinguishment of debt	1,631		—		—
(Gain) on sale of investment	(5,998)		—		—
Foreign currency (gains) losses, net	30,036		(5,105)		10,934
Loss on extinguishment of debt	99,925		1,631		—
Foreign VAT assessments	8,692		—		—
(Gain) on sale of assets	(5,160)		—		—
Change in assets and liabilities:
Accounts receivable	153,~~276~~009		(415,~~482)~~276		(104,~~088~~482)
Prepaid expenses and other current assets	18(4,~~598~~319)		2118,~~364~~598		921,~~812~~364
Right-of-use assets - operating leases	23,~~525~~443		92,~~747~~525		169,~~986~~747
Accounts payable	(32,~~637~~980)		(443,~~594~~637)		37(44,~~540~~594)
Accrued merchant and supplier payables	(932,~~694)~~845		(189,~~286~~694)		(3918,~~428~~286)
Accrued expenses and other current liabilities	(78,~~047)~~486		(377,~~851~~047)		(7137,~~804~~851)
Operating lease obligations	(63,~~144~~831)		(276,~~149~~144)		(3027,~~295~~149)
Payments for early lease terminations	(2,155)		(9,724)		—
Payment for early lease termination	—		(2,155)		(9,724)
Other, net	7(6,~~953~~343)		(17,~~427)~~357		(132,~~193~~156)
Net cash provided by (used in) operating activities	55,894		(77,985)		(135,987)
Net cash provided by (used in) operating activities from continuing operations	64,498		55,894		(77,985)
Net cash provided by (used in) operating activities from discontinued operations	—		—		—
Net cash provided by (used in) operating activities	64,498		55,894		(77,985)
Investing activities
Purchases of property and equipment and capitalized software	(1514,~~333~~624)		(1915,~~285~~333)		(3619,~~168~~285)
Proceeds from sale or divestment of investment	—		18,924		—
Proceeds from sale of assets, net	—		9,116		1,489
Proceeds from sale of assets, net	9,116		1,489		—
Proceeds from sale of business, net	15,049		—		—
Acquisitions of intangible assets and other investing activities	(595)		(2,525)		(2,677)
Proceeds from sale or divestment of investment	5,998		—		18,924
Net cash provided by (used in) investing activities	(6,812)		(1,397)		(38,845)
Acquisitions of intangible assets and other investing activities	—		(595)		(2,525)
Net cash provided by (used in) investing activities from continuing operations	6,423		(6,812)		(1,397)
Net cash provided by (used in) investing activities from discontinued operations	—		—		—
Net cash provided by (used in) investing activities	6,423		(6,812)		(1,397)
Financing activities
Proceeds from borrowings under revolving credit agreement	—		—		40,000
Payments of borrowings under revolving credit agreement	—		(42,776)		(32,224)
Payments of borrowings under revolving credit agreement	(42,776)		(32,224)		(65,000)
Proceeds from issuance of 2027 Notes	—		19,950		—
Proceeds from issuance of 2027 Notes	19,950		—		—
Issuance costs for 2027 Notes	—		(3,703)		—
Issuance costs for 2027 Notes	(3,703)		—		—
Issuance costs for 2030 Notes	(2,296)		—		—
Proceeds from Rights Offering, net of issuance costs	~~79,619~~—		—79,619		—
Taxes paid related to net share settlements of stock-based compensation awards	(26,~~332~~188)		(32,~~299~~332)		(63,~~065~~299)
Other financing activities	(2,968)		(167)		(3,342)
Proceeds from settlement of Capped Call Transactions	2,732		—		—
Net cash provided by (used in) financing activities	47,790		(35,690)		(34,407)
Distributions to noncontrolling interest holders	(1,887)		(2,596)		(2,540)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,941)		1,014		(8,548)
Other financing activities	129		(372)		2,373
Net increase (decrease) in cash, cash equivalents and restricted cash	94,931		(114,058)		(217,787)
Net cash provided by (used in) financing activities	(7,510)		47,790		(35,690)
Cash, cash equivalents and restricted cash, beginning of period (1)	167,638		281,696		499,483
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(368)		(1,941)		1,014
Cash, cash equivalents and restricted cash, end of period (1)	$	262,569	$	167,638	$	281,696
Net increase (decrease) in cash, cash equivalents and restricted cash	63,043		94,931		(114,058)
Less: Net increase (decrease) in cash classified within current assets of discontinued operations	—		—		—
Net increase (decrease) in cash, cash equivalents and restricted cash	63,043		94,931		(114,058)
Cash, cash equivalents and restricted cash, beginning of period (1)	262,569		167,638		281,696
Cash, cash equivalents and restricted cash, end of period (1)	$	325,612	$	262,569	$	167,638

See Notes to Consolidated Financial Statements.

6665

GROUPON, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2024		2023		2022
Supplemental disclosure of cash flow information
Cash activity:
Cash paid for interest	$	3,366	$	6,624	$	5,940
Income tax payments	15,511		7,904		5,184
Cash paid for amounts included in the measurement of operating lease liabilities	5,508		26,686		31,508
Non-cash investing activity:
Right-of-use assets obtained in exchange for operating lease liabilities	6,456		973		2,635
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software	356		(1,770)		3,325
Non-cash financing activity:
Exchanged 2026 Notes	(176,260)		—		—
Issuance of the 2027 Notes in exchange for 2026 Notes	$	176,260	$	—	$	—

(1) The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to amounts reported within the Consolidated Balance Sheets as of December 31, 2025, 2024 and 2023 (in thousands):

(1)The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to amounts reported within the Consolidated Balance Sheets as of December 31, 2024, 2023 and 2022 (in thousands):


	December 31,
	2025		2024		2023
Cash and cash equivalents	$	296,080	$	228,843	$	141,563
Restricted cash included in prepaid expenses and other current assets	29,532		33,726		26,075
Cash, cash equivalents and restricted cash	$	325,612	$	262,569	$	167,638

	December 31, 2024		December 31, 2023		December 31, 2022
	Year Ended December 31,
Cash and cash equivalents	$	228,843	$	141,563	$	281,279
	2025		2024		2023
Restricted cash included in prepaid expenses and other current assets	33,726		26,075		417
Supplemental disclosure of cash flow information
Cash, cash equivalents and restricted cash	$	262,569	$	167,638	$	281,696
Cash activity:
Cash paid for interest	$	14,678	$	3,366	$	6,624
Income tax payments (2)	36,771		15,511		7,904
Cash paid for amounts included in the measurement of operating lease liabilities	3,984		5,508		26,686
Non-cash investing activity:
Right-of-use assets obtained in exchange for operating lease liabilities	3,301		6,456		973
Increase (decrease) in liabilities related to purchases of property and equipment and capitalized software	(127)		356		(1,770)
Non-cash financing activity:
Exchanged 2026 Notes	(20,000)		(176,260)		—
Exchanged 2027 Notes	(150,000)		—		—
Issuance of the 2027 Notes in exchange for 2026 Notes	—		176,260		—
Issuance of the 2030 Notes in exchange for 2026 Notes and 2027 Notes	244,071		—		—

(2) Income tax payments is inclusive of payments remitted, net of refunds received, related to the settlement of the Italy 2012 and 2017 Assessments. See Note 15, Income Taxes, for additional information.

See Notes to Consolidated Financial Statements.

6766

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Company Information

Groupon, Inc. and its subsidiaries, which commenced operations in October 2008, is a global scaled two-sided marketplace that connects consumers to merchants by offering goods and services, generally at a discount. Consumers access those marketplaces through our mobile applications and our websites.

Our operations are organized into two segments: North America and International. See Note 1819, Segment and Geographical Information, for more information.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Groupon, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Consolidated Financial Statements were prepared in accordance with GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which we exercise control and variable interest entities for which we have determined that we are the primary beneficiary. Outside stockholders' interests in subsidiaries are shown on the Consolidated Financial Statements as Noncontrolling interests. Investments in entities in which we do not have a controlling financial interest are accounted for at fair value, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate.

~~Adoption~~In connection with the disposition of ~~New~~our ~~Accounting~~operations ~~Standards~~in Latin America in 2017, we recorded indemnification liabilities for certain tax assessments and other matters which were presented in Income (loss) from discontinued operations, net of tax. During the year ended December 31, 2025, we recorded an additional accrual related to one of the assessments under the indemnification which is presented in Income (loss) from discontinued operations, net of tax. See Note 10, Commitments and Contingencies, for additional information.

We adopted the guidance in ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures as of December 31, 2024. This ASU expands the annual and interim disclosure requirements for reportable segments, primarily through additional disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in the segment measure of profit or loss. It also requires an explanation of how the chief operating decision maker uses the segment measure of profit or loss to assess segment performance and allocate resources. The adoption of ASU 2023-07 resulted in additional disclosures in the notes to our consolidated financial statements that we applied retrospectively to all prior periods presented.

Reclassifications

Certain reclassifications have been made to the Consolidated Financial Statements of prior periods and the accompanying notes to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Estimates in our financial statements include, but are not limited to, the following: variable consideration from unredeemed vouchers; income taxes; stock-based compensation; leases; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; investments; receivables; customer credits, customer refunds and other reserves; contingent liabilities; and the useful lives of property, equipment and software and intangible assets. Actual results could differ materially from those estimates.

Cash, Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.

68Accounts Receivable, Net

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~Accounts~~payment ~~Receivable~~terms offered in the normal course of business. Receivables with similar risk characteristics are grouped into pools. For each pool, ~~Net~~we consider the historical credit loss experience, current economic conditions, bankruptcy filings, published or estimated credit default rates, age of the receivable and any recoveries in assessing the lifetime expected credit losses.

Accounts receivable primarily represents the net cash due from credit card and other payment processors and from merchants and performance marketing networks for commissions earned on consumer purchases. The carrying amount of receivables is reduced by an allowance for expected credit losses that reflects management's best estimate of amounts that will not be collected. We establish an allowance for expected credit losses on accounts receivable based on identifying the following customer risk characteristics: size, type of customer, and payment terms offered in the normal course of business. Receivables with similar risk characteristics are grouped into pools. For each pool, we consider the historical credit loss experience, current economic conditions, bankruptcy filings, published or estimated credit default rates, age of the receivable and any recoveries in assessing the lifetime expected credit losses.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization of property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets within Selling, general and administrative expense on the Consolidated Statements of Operations. Generally, the useful lives are three to five years for computer hardware, office equipment, furniture and fixtures and the shorter of the term of the lease or the expected life of the underlying asset for leasehold improvements.

Internal-Use Software

We incur costs related to internal-use software and website development, including purchased software and internally-developed software. Costs incurred in the planning and evaluation stage of internally-developed software and website development are expensed as incurred. Costs incurred and accumulated during the application development stage are capitalized and included within Property, equipment and software, net on the Consolidated Balance Sheets. Amortization of internal-use software is recorded on a straight-line basis over the two-year estimated useful life of the assets within Cost of revenue and Selling, general and administrative expense on the Consolidated Statements of Operations.

Cloud Computing Costs

We have entered into non-cancelable cloud computing hosting arrangements for which we incur implementation costs. Costs incurred in the planning and evaluation stage of the cloud computing hosting arrangement are expensed as incurred. Costs incurred during the application development stage related to implementation of the hosting arrangement are capitalized and included within Prepaid expenses and other current assets and Other non-current assets on the Consolidated Balance Sheets. Amortization of implementation costs is recorded on a straight-line basis over the expected term of the associated hosting arrangement for each module or component of the related hosting arrangement when it is ready for its intended use. Amortization costs are recorded in Selling, general and administrative expense on the Consolidated Statements of Operations.

Goodwill

Goodwill is allocated to our reporting units at acquisition. Our reporting units are the same as our operating segments, North America and International. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety.

We evaluate goodwill for impairment annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may exceed its fair value. We have the option to assess goodwill for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If it is determined that the reporting unit fair value is more-likely-than-not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit's fair value. If the fair value of the reporting unit is in excess of its carrying value, the related goodwill is not impaired. If the fair value is less than the carrying value, we recognize an impairment equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill.

69Investments

Generally, investments in equity shares without a readily determinable fair value and for which we do not have the ability to exercise significant influence are accounted for at cost adjusted for observable price changes and impairments, with changes in the measurement recognized through Other income (expense), net on the Consolidated Statements of Operations. Those investments are classified within Investments on the Consolidated Balance Sheets.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We have investments in Common Stock or in-substance Common Stock for which we made an irrevocable election to account for those investments at fair value as, at the time of such election, we had the ability to exercise significant influence. Those investments are classified within Investments on the Consolidated Balance Sheets.

Investments in equity shares without a readily determinable fair value and for which we do not have the ability to exercise significant influence are accounted for at cost adjusted for observable price changes and impairments, with changes in the measurement recognized through Other income (expense), net on the Consolidated Statements of Operations. Those investments are classified within Investments on the Consolidated Balance Sheets.

We have investments in Common Stock or in-substance Common Stock for which we have the ability to exercise significant influence and we have made an irrevocable election to account for those investments at fair value. Those investments are classified within Investments on the Consolidated Balance Sheets.

We classify our debt securities as available-for-sale securities, which are classified within Investments on the Consolidated Balance Sheets. Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses, net of the related tax effects, are excluded from earnings and recorded as a separate component within Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets until realized. Interest income from available-for-sale securities is reported within Other income (expense), net on the Consolidated Statements of Operations. We conduct reviews of our available-for-sale investments with unrealized losses on a quarterly basis to evaluate whether those impairments are other-than-temporary. Investments with unrealized losses that are determined to be other-than-temporary are written down to fair value with a charge to earnings. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in Accumulated other comprehensive income (loss) for available-for-sale securities on the Consolidated Balance Sheets.

Income Taxes

We account for income taxes using the asset and liability method, under which deferred income tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. We regularly review deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establish a valuation allowance for portions of such assets to reduce the carrying value.

For purposes of assessing whether it is more likely than not that deferred tax assets will be realized, we consider the following four sources of taxable income for each tax jurisdiction: (a) future reversals of existing taxable temporary differences, (b) projected future earnings, (c) taxable income in carryback years, to the extent that carrybacks are permitted under the tax laws of the applicable jurisdiction, and (d) tax planning strategies, which represent prudent and feasible actions that a company ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused. To the extent that evidence about one or more of these sources of taxable income is sufficient to support a conclusion that a valuation allowance is not necessary, other sources need not be considered. Otherwise, evidence about each of the sources of taxable income is considered in arriving at a conclusion about the need for and amount of a valuation allowance.

We are subject to taxation in the United States, various states and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory rates and higher than anticipated in countries where it has higher statutory rates, by changes in foreign currency exchange rates, by changes in the valuation of deferred tax assets and liabilities, by changes in the measurement of uncertain tax positions or by changes in the relevant laws, regulations, principles and interpretations. We account for uncertainty in income taxes by recognizing the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criteria, the amount recognized in the Consolidated Financial Statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Lease Obligations

We have entered into various non-cancelable operating lease agreements for our offices. Significant judgment is required when determining whether a contract is or contains a lease. We review contracts to determine whether the language conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

70We classify leases at their commencement as either operating or finance leases. We recognize a right-of-use asset and lease liability for all of our leases at the commencement of the lease, which is the date we have the right to control the asset. Lease liabilities are measured based on the present value of the minimum lease payments discounted by a rate determined as of the date of commencement. The discount rate used to calculate the present value for lease payments is the rate implicit in the lease, unless that rate cannot be readily determined. For leases in which the rate implicit in the lease is not readily determinable, the discount rate is our incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term as the lease. Right-of-use assets are measured based on the lease liability adjusted for any initial direct costs, prepaid rent, or lease incentives. Minimum lease payments made under operating leases are apportioned between interest expense and a reduction of the related operating lease obligations. Operating lease costs, including interest expense on operating leases, are generally presented within Selling, general and administrative expense on the Consolidated Statements of Operations and the related operating lease obligation is presented within Accrued expenses and other current liabilities and Operating lease obligations on the Consolidated Balance Sheets. Short term leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed in the period in which they are incurred.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

whether the language conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

We classify leases at their commencement as either operating or finance leases. We recognize a right-of-use asset and lease liability for all of our leases at the commencement of the lease, which is the date we have the right to control the asset. Lease liabilities are measured based on the present value of the minimum lease payments discounted by a rate determined as of the date of commencement. The discount rate used to calculate the present value for lease payments is the rate implicit in the lease, unless that rate cannot be readily determined. For leases in which the rate implicit in the lease is not readily determinable, the discount rate is our incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term as the lease. Right-of-use assets are measured based on the lease liability adjusted for any initial direct costs, prepaid rent, or lease incentives. Minimum lease payments made under operating leases are apportioned between interest expense and a reduction of the related operating lease obligations. Operating lease costs, including interest expense on operating leases, are generally presented within Selling, general and administrative expense on the Consolidated Statements of Operations and the related operating lease obligation is presented within Accrued expenses and other current liabilities and Operating lease obligations on the Consolidated Balance Sheets. Short term leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed in the period in which they are incurred.

We may receive renewal or expansion options, rent holidays, leasehold improvements or other incentives on certain lease agreements. We assess whether it is reasonably certain that we will exercise an option to renew or terminate a lease by considering factors that create an economic incentive or disincentive.

Certain lease agreements include variable lease costs which are primarily related to costs that are dependent on our usage of the underlying asset or lease payments that are dependent on an index when that index has changed since lease commencement. Those costs are expensed in the period in which they are incurred.

Loss Contingencies

We establish an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. Those accruals represent management's best estimate of probable losses based on the information available at the time of our assessment. If the amount of loss is a range, we accrue for the best estimate within that range. If no amount within the range is a better estimate, we accrue for the minimum amount within that range. Developments in these matters could affect the amount of any liability we may accrue. As additional information becomes available, we may revise our estimates.

Revenue Recognition

We recognize revenue when we satisfy a performance obligation by transferring a promised good or service to a customer. Substantially all of our performance obligations are satisfied at a point in time rather than over time. We offer goods and services through our online marketplaces in three primary categories: Local, Goods and Travel.

Service and Product Revenue

Service revenue primarily represents the net commissions earned from selling goods or services on behalf of third-party merchants. Those transactions generally involve a customer's purchase of a voucher through one of our online marketplaces that can be redeemed by the customer with a third-party merchant for goods or services (or for discounts on goods or services). Service revenue from those transactions is reported on a net basis as the purchase price collected from the customer less the portion of the purchase price that is payable to the third-party merchant. We recognize revenue from those transactions when our commission has been earned, which occurs when a sale through one of our online marketplaces is completed and the related voucher has been made available to the customer. We believe that our remaining obligations to remit payment to the merchant and to provide information about vouchers sold are administrative activities that are immaterial in the context of the contract with the merchant. Revenue from hotel reservation offerings is recognized at the time the reservation is made, net of an allowance for estimated cancellations.

We also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications. We recognize those commissions as revenue in the period in which the underlying transactions between the customer and the third-party merchant are completed. Additionally, we earn advertising revenue when the advertiser's logo or website link has been included on our websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

advertising revenue when the advertiser's logo or website link has been included on our websites or in specified email distributions for the requisite period of time as set forth in the agreement with the advertiser.

Variable Consideration for Unredeemed Vouchers

For merchant agreements with redemption payment terms, the merchant is not paid its share of the sale price for a voucher sold through one of our online marketplaces until the customer redeems the related voucher. If the customer does not redeem a voucher with such merchant payment terms, we retain all of the gross billings for that voucher, rather than retaining only our net commission. We estimate the variable consideration from vouchers that will not ultimately be redeemed using our historical voucher redemption experience and recognize that amount as revenue at the time of sale. We apply a constraint to ensure it is probable that a significant reversal of revenue will not occur in future periods. If actual redemptions differ from our estimates, the effects could be material to the Consolidated Financial Statements.

Refunds

Refunds are recorded as a reduction of revenue. The liability for estimated refunds is included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We estimate our refund reserve using historical refund experience by category. We assess the trends that could affect our estimates on an ongoing basis and make adjustments to the refund reserve calculations if it appears that changes in circumstances, including changes to our refund policies or general economic conditions, may cause future refunds to differ from our initial estimates. If actual refunds differ from our estimates, the effects could be material to the Consolidated Financial Statements.

Discounts, Customer Credits and Other Consideration Payable to Customers

We provide discount offers to encourage purchases of goods and services through our online marketplaces. We record discounts as a reduction of revenue.

Additionally, we issue credits to customers that can be applied to future purchases through our online marketplaces. Credits are primarily issued as consideration for refunds. To a lesser extent, credits are issued for customer relationship purposes. Credits issued to satisfy refund requests are applied as a reduction to the refund reserve and customer credits issued for relationship purposes are classified as a reduction of revenue. Breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for customer credits that are used.

Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant. When customer credits are redeemed for goods or services provided by a third-party merchant, service revenue is recognized on a net basis as the difference between the carrying amount of the customer credit liability derecognized and the amount due to the merchant for the related transaction. Customer credits are primarily used within one year of issuance.

Sales and Related Taxes

Sales, use, value-added and related taxes that are imposed on specific revenue-generating transactions are presented on a net basis and excluded from revenue.

Costs of Obtaining Contracts

Incremental costs to obtain contracts with third-party merchants, such as sales commissions, are deferred and recognized on a straight-line basis over the expected period of the merchant arrangement, generally from 12 to 18 months. Those costs are classified within Selling, general and administrative expense in the Consolidated Statements of Operations.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cost of Revenue

Cost of revenue consists of direct and certain indirect costs incurred to generate revenue. Costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of our websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees are attributed to the cost of service.

Impairment of Long-Lived Assets

We review our long-lived assets, such as property, equipment and software, intangible assets and right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require that a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

Long-lived assets or disposal groups classified as held for sale are recorded at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-Based Compensation

We measure stock-based compensation cost at fair value. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, which are recognized using the accelerated method. We present stock-based compensation expense primarily within Selling, general, and administrative expense in the Consolidated Statements of Operations.

Foreign Currency

Balance sheet accounts of our operations outside of the United States are translated from foreign currencies into U.S. dollars at exchange rates as of the Consolidated Balance Sheet date. Revenue and expenses are translated at average exchange rates during the period. Foreign currency translation adjustments and foreign currency gains and losses on intercompany balances that are of a long-term investment nature are included within Accumulated other comprehensive income on the Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions that are denominated in currencies other than the entity's functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within Other income (expense), net on the Consolidated Statements of Operations.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company is assessing the effect this guidance may have on our disclosures.

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 and early adoption is permitted. The Company is assessing the effect this guidance may have on our disclosures.

Additionally, in November 2024, the FASB issued ASU 2024-04 Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods and early adoption is permitted. The Company isassessed ~~assessing the effect~~ this guidance ~~may~~and ~~have~~concluded onthere ~~our~~is ~~disclosures.~~no ~~The~~impact ~~Company~~to ~~has~~our ~~not had any induced conversions of debt~~disclosures.

73In July 2025, the FASB issued ASU 2025-05 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides an optional practical expedient for measuring expected credit losses on current trade receivables and contract assets arising from transactions accounted for under ASC Topic 606, Revenue from Contracts with Customers. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods beginning after December 15, 2025 and early adoption is permitted. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to project stages in ASC Subtopic 350-40, clarifies the threshold to begin capitalizing costs and specifies that the property, plant and equipment disclosure requirements under ASC Subtopic 360-10 apply to all capitalized software costs accounted for under ASC Subtopic 350-40. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods beginning after December 15, 2028 and early adoption is permitted. The Company is assessing the effect this guidance may have on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270): Narrow Scope Improvements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 and early adoption is permitted. The Company is assessing the effect this guidance may have on our disclosures.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. ~~PROPERTY,~~BUSINESS ~~EQUIPMENT AND SOFTWARE, NET~~DISPOSITIONS

~~The~~On ~~following~~April ~~summarizes~~10, ~~property~~2025, ~~equipment~~the ~~and~~Company ~~software,~~completed ~~net~~the assale of ~~December~~Giftcloud. 31Giftcloud was a non-core, ~~2024~~UK-based business specializing in digitizing traditional plastic gift cards through an online platform and ~~2023~~smartphone (application. The Company sold 100% of Giftcloud shares in ~~thousands~~exchange for cash consideration of $17.1 million. The net proceeds received for the sale equate to $15.0 million. The related cash activity is presented within Net cash provided by (used in): investing activities from continuing operations for the year ended December 31, 2025.

	December 31,
	2024		2023
Furniture and fixtures and other	$	394	$	571
Leasehold improvements (1)	1,001		19,167
Computer hardware and purchased software	4,367		5,741
Internally-developed software (2)	267,777		295,860
Total property, equipment and software, gross	273,539		321,339
Less: accumulated depreciation and amortization	(255,712)		(290,809)
Property, equipment and software, net	$	17,827	$	30,530

We recognized a pre-tax gain on the sale of $10.7 million that is presented within Gain on sale of business on the Consolidated Statement of Operations for the year ended December 31, 2025. The gain represents the excess of the net proceeds over the carrying value of the net assets sold and immaterial transaction costs.

~~(1)~~The ~~decrease~~financial inresults ~~Leasehold~~of ~~improvements~~Giftcloud inare ~~primarily~~presented ~~related~~within toour International segment within Income (loss) from continuing operations on the ~~expiration~~Consolidated Statement of ~~our~~Operations ~~600~~through ~~West~~the ~~Chicago~~disposition ~~lease~~date. Those financial results were not material for the year ended December 31, 2025.

~~(2)The net carrying amount of Internally-developed software was $17~~4.1 ~~million~~PROPERTY, ~~and~~EQUIPMENT ~~$28.4~~AND ~~million as of December 31~~SOFTWARE, ~~2024 and 2023.~~NET

WeThe ~~performed~~following ansummarizes ~~assessment~~property, ~~during~~equipment ~~the~~and ~~years~~software, ~~ended~~net as of December 31, ~~2024~~2025 and ~~2023~~2024 ~~and~~(in ~~did not identify a triggering event that would have required us to test for impairment for such periods.~~thousands):

During the first quarter of 2022, we determined the impact to our business from the new variant of COVID-19 required us to evaluate our long-lived assets for impairment. Our interim quantitative assessment for the first quarter of 2022 did not identify any long-lived asset impairment.


	December 31,
	2025		2024
Furniture and fixtures and other	$	337	$	394
Leasehold improvements	982		1,001
Computer hardware and purchased software	4,682		4,367
Internally-developed software (1)	222,596		267,777
Total property, equipment and software, gross	228,597		273,539
Less: accumulated depreciation and amortization	(212,477)		(255,712)
Property, equipment and software, net	$	16,120	$	17,827

~~During~~(1)The ~~the~~net ~~second~~carrying ~~quarter~~amount of ~~2022,~~Internally-developed wesoftware ~~determined~~was a$14.6 ~~downward~~million ~~revision~~and ~~of our forecast required us to evaluate our long-lived assets for impairment~~$17.1 Asmillion aas ~~result~~ of ~~our~~December ~~interim quantitative assessment~~31, we2025 ~~recognized~~and ~~long-lived asset impairment related to certain asset groups within our International reporting unit~~2024.

~~During~~We ~~the~~performed ~~fourth~~an ~~quarter of 2022, we determined a further downward revision of our forecast required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative~~ assessment, ~~we recognized long-lived asset impairment related to certain asset groups within our International reporting unit. Additionally,~~ during the ~~fourth~~years ~~quarter~~ended ofDecember ~~2022~~31, we2025, ~~determined~~2024 ~~that~~and ~~certain~~2023 ~~internally~~and ~~developed~~did ~~software~~not ~~was~~identify noa ~~longer~~triggering inevent ~~use.~~that Aswould ahave ~~result,~~required weus ~~recognized~~to ~~long-lived~~test ~~asset~~for impairment ~~related~~for tosuch ~~internally developed software~~periods.

InDepreciation ~~order~~and toamortization ~~evaluate~~expense ~~long-lived~~on ~~assets for impairment in 2022~~property, weequipment ~~compared~~and ~~the~~software ~~fair~~is ~~value~~classified ~~our~~as ~~asset~~follows ~~groups~~in ~~to their carrying value. In determining~~ the ~~fair~~accompanying ~~values~~Consolidated Statements of ~~our~~Operations ~~asset~~for ~~groups, we used~~ the ~~discounted~~years ~~cash~~ended ~~flow~~December ~~method~~31, ~~under the income approach that uses Level 3 inputs. The significant estimates used in the discounted cash flow models are the risk-adjusted discount rates; forecasted revenue~~2025, ~~cost~~2024 ~~of revenue~~ and ~~operating~~2023 ~~expenses;~~(in ~~forecasted capital expenditures and working capital needs; weighted-average cost of capital; rates of long-term growth; and income tax rates.~~thousands):


	Year Ended December 31,
	2025		2024		2023
Cost of revenue	$	8,049	$	13,760	$	25,024
Selling, general and administrative	9,072		14,129		18,377
Total	$	17,121	$	27,889	$	43,401

The above amounts include amortization of internally-developed software of $16.4 million, $26.3 million and $38.1 million for the years ended December 31, 2025, 2024 and 2023.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes impairment charges for property, equipment and software by segment that are presented within Long-lived asset impairment on the Consolidated Statements of Operations for the year ended December 31, 2022 (in thousands)5. WeGOODWILL ~~did~~AND ~~not~~OTHER ~~recognize~~INTANGIBLE ~~any impairment of our long-lived assets during the years ended December 31, 2024, and 2023:~~ ASSETS

	Year Ended December 31, 2022
		North America		International		Total
Property, equipment and software impairment:
Leasehold improvements		$	—	$	1,747	$	1,747
Computer hardware		—		1,498		1,498
Internally-developed software		753		—		753
Other property, equipment and software, net (1)		—		491		491
Total property, equipment and software impairment		$	753	$	3,736	$	4,489

(1) Excludes impairment of right-of-use assets - operating leases. See Note 8, Leases, for additional information.

Depreciation and amortization expense on property, equipment and software is classified as follows in the accompanying Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 (in thousands):

	Year Ended December 31,
	2024		2023		2022
Cost of revenue	$	13,760	$	25,024	$	32,554
Selling, general and administrative	14,129		18,377		21,616
Total	$	27,889	$	43,401	$	54,170

The above amounts include amortization of internally-developed software of $26.3 million, $38.1 million and $44.2 million for the years ended December 31, 2024, 2023 and 2022.

4. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

As of December 31, ~~2024~~2025 and ~~2023~~2024, the balance of our goodwill was $178.7 million. All goodwill is within our North America segment, which had a negative carrying value as of December 31, 2025. There was no goodwill activity during the years ended December 31, ~~2024~~2025 and ~~2023~~2024. ~~All goodwill is within our North America segment.~~

We performed ~~an assessment in each quarter of 2024 and 2023 and did not identify a triggering event that required us to test for impairment for such periods. Additionally, we performed~~ our annual goodwill impairment assessment as of October 1, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 ~~which~~using the income approach and did not identify any goodwill impairment.

During the first quarter of 2022, we determined the impact to our business from a new variant of COVID-19 required us to evaluate our goodwill for impairment. Our interim quantitative assessment for the first quarter of 2022 did not identify any goodwill impairment.

During the second quarter of 2022, we determined a downward revision of our forecast required us to evaluate our goodwill for impairment. As a result of our interim quantitative assessment, we recognized goodwill impairment within our International reporting unit, representing a full impairment of goodwill for $35.4 million.

In order to evaluate goodwill for impairment, we compared the fair value of our two reporting units, North America and International, to their carrying values. In determining the fair values of our reporting units, we used the discounted cash flow method under the income approach that uses Level 3 inputs.

Other Intangible Assets

In March 2024, we entered into an agreement with a third party to sell the rights to certain intangible assets in exchange for cash consideration of $10.0 million, subject to license-back provisions that permit continued use of the assets in the ordinary course of our business. The sale was completed in April 2024 and resulted in a pre-tax gain of $5.0 million. The pre-tax gain is presented within Gain on sale of assets on the Consolidated Statement of Operations for the year ended December 31, 2024. The cash activity is presented within Proceeds from sale of assets, net in the investing section on the Consolidated Statement of Cash Flows and includes cash consideration received of $10.0 million, less $1.0 million in fees. The assets were within our North America segment.

75The following table summarizes intangible assets as of December 31, 2025 and 2024 (in thousands):

GROUPON, INC.


	December 31, 2025						December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Merchant relationships	17,067		17,067		—		18,576		18,576		—
Trade names	9,190		9,100		90		9,425		9,027		398
Patents	1,250		1,160		90		1,250		1,008		242
Other intangible assets	10,519		7,475		3,044		10,483		6,385		4,098
Total	$	38,026	$	34,802	$	3,224	$	39,734	$	34,996	$	4,738

~~NOTES~~Amortization TOof ~~CONSOLIDATED~~intangible ~~FINANCIAL~~assets ~~STATEMENTS~~is ~~(Continued)~~computed using the straight-line method over their estimated useful lives, which range from 1 to 10 years. Amortization expense related to intangible assets was $1.5 million, $3.0 million and $7.8 million for the years ended December 31, 2025, 2024 and 2023.

~~gain~~As of ~~$5.0 million. The pre-tax gain is presented within Gain on sale of assets on the Consolidated Statements of Operations for the year ended~~ December 31, ~~2024.~~2025, ~~The~~our ~~cash~~estimated ~~activity~~future isamortization ~~presented~~expense ~~within~~related ~~Proceeds~~to ~~from~~intangible ~~sale of~~ assets, ~~net~~is inas ~~the~~follows ~~investing section on the Consolidated Statements of Cash Flows and includes cash consideration received of $10.0 million, less $1.0 million~~ (in ~~fees. The assets were within our North America segment.~~thousands):

The following table summarizes intangible assets as of December 31, 2024 and 2023 (in thousands):


2026	$	1,218
2027	1,069
2028	853
2029	84
2030	—
Thereafter	—
Total	$	3,224

	December 31, 2024						December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Merchant relationships	18,576		18,576		—		18,842		17,944		898
Trade names	9,425		9,027		398		9,459		8,753		706
Patents (1)	1,250		1,008		242		13,235		7,237		5,998
Other intangible assets	10,483		6,385		4,098		9,318		5,516		3,802
Total	$	39,734	$	34,996	$	4,738	$	50,854	$	39,450	$	11,404

6. INVESTMENTS

(1) The change in the net carrying value is primarily due to the sale of certain intangible assets.

Amortization of intangible assets is computed using the straight-line method over their estimated useful lives, which range from 1 to 10 years. Amortization expense related to intangible assets was $3.0 million, $7.8 million and $8.5 million for the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2024, our estimated future amortization expense related to intangible assets is as follows (in thousands):

2025	$	1,504
2026	1,228
2027	1,069
2028	853
2029	84
Thereafter	—
Total	$	4,738

5. INVESTMENTS

The following table summarizes our percentage ownership in our investments for the periods noted below:

	December 31, 2024 and 2023
Other equity investments	1%	to	19%
Available-for-sale securities	1%	to	19%
Fair value option investments	10%	to	19%

Other Equity Investments

Other equity investments represent equity investments without readily determinable fair values. We have elected to record equity investments without readily determinable fair values at cost adjusted for observable price changes in orderly transactions and impairments. As of December 31, 2025 and 2024, SumUp is the only equity investment with a positive carrying value. As of December 31, 2025 and 2024, the Company holds a 1% to 19% ownership percentage in equity investments that have a zero carrying value.

7674

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~The~~As ~~following~~of ~~table~~December ~~summarizes~~31, ~~other~~2025, we hold a 1.79% non-controlling equity ~~investment~~interest ~~activity~~in ~~for~~SumUp, a privately-held mobile payments company. During the ~~year~~third ~~ended~~quarter ~~December~~of 312023, ~~2023~~we (recorded a remeasurement of our investment in ~~thousands)~~SumUp, resulting in a decline of $25.8 million ~~There~~based ~~was~~on noa preliminary Share Purchase Agreement. This remeasurement represents non-cash investing activity. The loss was driven by a share price reduction on a Euro basis as well as foreign currency depreciation of U.S. dollars versus Euros. The loss on the remeasurement is classified within Other income (expense), net on the Consolidated Statement of Operations for the year ended December 31, ~~2024 and 2022~~2023.

Balance as of December 31, 2022	$	119,541
Gain (loss) from changes in fair value and foreign currency depreciation	(25,794)
Dispositions	(18,924)
Balance as of December 31, 2023	$	74,823

During the year ended December 31, 2023, the Company sold approximately 21.1% of its interest in SumUp and received cash of $19.0 million. As a result, our non-controlling equity interest in SumUp decreased from 2.29% to 1.79%.

WeTodayTix hold a 1.79% non-controlling equity interest in SumUp, a privately-held mobile payments company. During the third quarter of 2023, we recorded a remeasurement of our investment in SumUp, resulting in a decline of $25.8 million based on a preliminary Share Purchase Agreement. This remeasurement represents non-cash investing activity. The loss was driven by a share price reduction on a Euro basis as well as foreign currency depreciation of U.S. dollars versus Euros. The loss on the remeasurement is classified within Other income (expense), net on the Consolidated Statements of Operations for the year ended December 31, 2023. During the fourth quarter of 2023, we entered into the Purchase Agreement agreeing to sell approximately 9.4% of our shares in SumUp and received cash of $8.8 million in connection with the sale. As a result of the transaction, our non-controlling equity interest in SumUp decreased from 2.29% to 2.08%.Sale

~~Additionally,~~In ~~during~~September ~~the fourth quarter of 2023~~2025, the Company ~~entered~~received ~~into~~notice from a ~~separate~~third-party ~~Share~~of ~~Purchase~~its ~~Agreement~~intent ~~pursuant~~ to ~~which~~buy itour ~~agreed~~minority toinvestment ~~sell~~in ~~shares~~TodayTix ~~representing~~in ~~approximately~~exchange 11for cash consideration.7% ofOn October 20, 2025, the Company sold its ~~2.08%~~noncontrolling interest in ~~SumUp~~TodayTix atresulting ~~approximately~~in a gain recognized in the ~~same~~fourth ~~price~~quarter asof ~~agreed~~2025 of $6.0 million, equal to inthe ~~connection~~cash ~~with~~consideration received as the ~~first~~investment's ~~transaction~~carrying ~~noted~~value ~~above~~prior ~~and~~to ~~received~~the ~~cash~~sale ofwas $100 due to a previous impairment in-full in 2019.~~2 million~~ The gain is presented in ~~relation~~Other toincome (expense), net in the ~~sale~~Consolidated Statement of Operations. AsThe arelated ~~result~~cash ofactivity ~~the~~is ~~second~~presented ~~transaction,~~within ~~our~~Net ~~non-controlling~~cash ~~equity~~provided ~~interest~~by (used in) ~~SumUp~~investing ~~decreased~~activities from ~~2.08%~~continuing tooperations 1for the year ended December 31, 2025.~~79%.~~

Available-for-Sale Securities

Our available-for-sale securities had a fair value of $0.0 ~~million~~ as of December 31, ~~2024~~2025 and ~~2023~~2024 and no financial statement activity was recorded for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Fair Value Option Investments

In connection with the dispositions of controlling stakes in Ticket Monster and Groupon India in prior periods, we obtained minority investments in Monster LP and in Nearbuy. We made an irrevocable election to account for both of those investments at fair value with changes in fair value reported in earnings. We elected to apply fair value accounting to those investments because we believe that fair value is the most relevant measurement attribute for those investments, as well as to reduce operational and accounting complexity. Our election to apply fair value accounting to those investments has and may continue to cause fluctuations in our earnings from period to period.

The fair value of both of these investments was $0~~.0 million~~ as of December 31, ~~2024~~2025 and ~~2023~~2024 and no financial statement activity was recorded for the years ended December 31, ~~2024~~2025, 2024 and 2023. As of December 31, 2025 and ~~2022~~2024, the Company holds a 10% to 19% ownership percentage in our fair value option investments.

67. SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION

The following table summarizes Prepaid expenses and other current assets as of December 31, ~~2024~~2025 and ~~2023~~2024 (in thousands):

	December 31,
	2024		2023
	2025		2024
Prepaid expenses	$	118,~~319~~614	$	911,~~799~~319
Income taxes receivable	28,~~686~~640		52,~~349~~686
Deferred cloud implementation costs, net (1)	371		14,627
Restricted cash (1)	29,532		33,726
Restricted cash (2)	33,726		26,075
Other	5,762		4,634
Other	4,263		7,797
Total prepaid expenses and other current assets	$	52,548	$	52,365
Total prepaid expenses and other current assets	$	52,365	$	63,647

77(1) Primarily consists of cash collateral related to our letters of credit and other cash collateral. See Note 8, Financing Arrangements, for additional information.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes Other non-current assets as of December 31, 2025 and 2024 (in thousands):

(1)	The decrease in Deferred cloud implementation costs, net relates to amortization.
	December 31,
(2)	Primarily consists of cash collateral related to our letters of credit and other cash collateral. See Note 7,Financing Arrangements, for additional information.
	2025		2024
Deferred contract acquisition costs	$	3,908	$	3,211
Security deposits	3,031		2,983
Provisional tax payments (1)	—		2,402
Other	231		548
Total other non-current assets	$	7,170	$	9,144

	December 31,
	2024		2023
Deferred contract acquisition costs	$	3,211	$	2,940
Security deposits	2,983		2,150
Other	2,950		1,005
Total other non-current assets	$	9,144	$	6,095

(1) Relates to provisional payments remitted under the installment plans for Groupon S.r.l. that were reclassified to Foreign Income tax expense as of and during the year ended December 31, 2025. See Note 15, Income Taxes, for additional information.

The following table summarizes Accrued expenses and other current liabilities as of December 31, 2025 and 2024 (in thousands):

	December 31,
	2024		2023
	2025		2024
Customer credits	$	2225,~~349~~942	$	2622,~~595~~349
Accrued marketing	1519,~~118~~696		815,~~771~~118
Compensation and benefits	11,~~436~~502		1011,~~717~~436
Foreign VAT assessments (1)	89,~~355~~724		—8,355
Accrued consulting and professional fees	42,~~429~~158		4,~~295~~429
Refunds reserve	4,~~328~~091		4,~~445~~328
Deferred revenue	41,~~130~~793		24,~~736~~130
Current portion of lease obligations	3,~~317~~547		73,~~121~~317
Income taxes payable	27,~~691~~525		12,~~072~~691
Other	21,612		36,187
Accrued interest	1,005		1,509
Total accrued expenses and other current liabilities	$	97,765	$	101,939
Accrued VAT and related liabilities	4,328		3,796
Other	14,746		16,307
Total accrued expenses and other current liabilities	$	106,057	$	97,765

(1) See Note 910, Commitments and Contingencies, for additional information.

The following table summarizes Other non-current liabilities as of December 31, ~~2024~~2025 and ~~2023~~2024 (in thousands):

	December 31,
	2024		2023
	2025		2024
Contingent income tax liabilities	$	13,~~358~~520	$	913,~~373~~358
Deferred income taxes	12,~~918~~065		21,~~525~~918
Other	~~1,320~~941		1,~~364~~320
Total other non-current liabilities	$	16,~~596~~526	$	1316,~~262~~596

7876

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes Other income (expense), net for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 (in thousands):

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Interest income	$	5,~~149~~953	$	105,~~264~~149	$	910,~~533~~264
Interest expense	(814,~~531~~254)		(158,~~718~~531)		(1415,~~380~~718)
Loss from changes in fair value of investment (1)	—		~~(25,847)~~—		—(25,847)
Loss on extinguishment of debt (2)	(1,631)		—		—
Gain on sale of investment (2)	5,998		—		—
Foreign currency gains (losses), net and other (3)	~~(34~~33,~~172)~~132		6(34,~~127~~172)		~~(19~~6,~~308)~~127
Other income (expense), net	$	~~(39~~30,~~185)~~829	$	(2537,~~174~~554)	$	(2425,~~155~~174)

(1)Loss from changes in fair value of investment for the year ended December 31, 2023 is due to a remeasurement of our investment in SumUp. See Note 56, Investments, for additional information.

(2)~~Loss~~Gain on ~~extinguishment~~sale of ~~debt~~investments for the year ended December 31, ~~2024~~2025, ~~refers~~is due to the ~~2026~~sale ~~Notes~~of ~~and 2027 Notes exchange transaction~~TodayTix. See Note 76, ~~Financing Arrangements~~Investments, for additional information.

(3)Foreign currency gains (losses), net and other for the year ended December 31, 2025 and 2024 is primarily due to ~~unfavorable~~ foreign currency fluctuations on intercompany balances with our subsidiaries.

78. FINANCING ARRANGEMENTS

AsThe offollowing ~~December~~table ~~31,~~summarizes ~~2024,~~ the ~~Company~~outstanding ~~has~~debt ~~the~~obligations ~~following~~as ~~material~~of ~~financing~~December ~~arrangements~~31, ~~outstanding:~~2025 ~~the~~and ~~2027~~2024 ~~Notes,~~and ~~the~~related ~~2026~~maturity ~~Notes~~dates, ~~capped~~contractual ~~call~~interest ~~transactions~~rates and ~~letters~~carrying ofamounts ~~credit~~as ~~pursuant~~of toDecember ~~the~~31, ~~Cash~~2025: ~~Collateral Agreement.~~

On November 19, 2024, the Company issued $197.3 million aggregate principal amount of the 2027 Notes (i) in exchange for $176.3 million aggregate principal amount of the 2026 Notes held by the Operating Participants (ii) issued and sold to certain Offering Participants for $21.0 million aggregate principal amount of the 2027 Notes for gross cash proceeds of $19.9 million, representing an issue price of 95%.


			December 31, 2025								December 31, 2024
Instrument / Description	Contractual Interest Rate		Principal amount		Unamortized debt issuance costs and discounts		Unamortized debt premium		Carrying amount		Principal amount		Unamortized debt issuance costs and discounts		Carrying amount
2026 Notes, due March 15, 2026	1.125	%	$	33,740	$	(49)	$	—	$	33,691	$	53,740	$	(454)	$	53,286
2027 Notes, due March 15, 2027 (1)	6.250	%	46,210		(466)		—		45,744		196,210		(3,483)		192,727
2030 Notes, due June 30, 2030	4.875	%	244,071		(2,066)		21,406		263,411		—		—		—
Total convertible senior notes			$	324,021	$	(2,581)	$	21,406	$	342,846	$	249,950	$	(3,937)	$	246,013
Less: Current portion of convertible senior notes, net									(33,691)						—
Convertible senior notes, net									$	309,155					$	246,013

We(1) The ~~assessed~~original ~~whether~~principal ~~the exchange~~ of the ~~$176.3 million~~2027 ~~of the 2026~~ Notes ~~resulted~~at inissuance anwas ~~insubstantial~~recorded ~~modification~~at orfair anvalue ~~extinguishment~~ of ~~the~~$196.2 ~~existing~~million, ~~debt~~which ~~for~~is ~~each~~equal ~~loan~~to in the ~~syndication by grouping the lenders that participated in both the 2026 Notes and the 2027 Notes. The~~ exchanged ~~amount~~principal of ~~the 2026 Notes is a non-cash financing activity. The Company determined that~~ $176.3 million of the 2026 Notes ~~was extinguished~~ and ~~new debt pertaining to the 2027 Notes was obtained, resulting in a loss on extinguishment of $1.6 million. In addition, the 2027 Notes raised additional~~ cash ~~proceeds~~consideration ~~which~~received ~~resulted in a cash inflow from financing activities~~ of $19.9 million. inAfter the ~~Consolidated~~exchange ~~Statements~~on ofJuly ~~Cash~~2, ~~Flows.~~2025, Wethe ~~used~~remaining ~~the~~fair ~~$19.9 million~~value of ~~net cash proceeds to offset~~ the ~~cash~~principal ~~outflows~~recorded ~~associated~~at ~~with the debt~~ issuance ~~costs~~of asthe ~~well~~2027 asNotes ~~for~~was ~~general~~$46.2 ~~corporate purposes~~million.

~~6.25%~~ Convertible Senior ~~Secured~~ Notes due ~~2027~~2030

On ~~November~~July 192, ~~2024~~2025, the Company issued its senior, unsecured 2030 Notes, consisting of (i) $~~197~~20.30 million aggregate principal amount of ~~the~~2030 ~~2027~~ Notes to ~~the~~issued ~~Offering Participants~~ in aexchange ~~private~~for ~~offering~~$20.0 million ~~The~~aggregate ~~2027~~principal ~~Notes~~amount ~~bear~~of ~~interest~~the atCompany’s aoutstanding ~~rate~~2026 ~~of 6.25% per annum~~Notes, ~~payable~~and ~~semi-annually~~(ii) in$224.1 million ~~arrears~~aggregate onprincipal ~~March~~amount ~~15 and September 15~~ of ~~each~~2030 ~~year,~~Notes ~~commencing~~issued ~~March~~in ~~15,~~exchange ~~2025~~for $150.0 million ~~The~~aggregate ~~2027~~principal ~~Notes~~amount ~~will~~of ~~mature~~the onCompany’s ~~March~~outstanding ~~15,~~ 2027, ~~subject to earlier repurchase or conversion~~Notes.

The ~~initial~~Company ~~conversion~~determined ~~rate~~that the exchange of the ~~2027~~2026 Notes isand ~~33.333~~the ~~shares~~2027 ofNotes ~~Common~~for ~~Stock,~~2030 ~~par~~Notes ~~value~~should ~~$0.0001~~be ~~per~~accounted ~~share~~for ~~per~~as ~~$1,000~~a ~~principal~~debt ~~amount of 2027 Notes~~extinguishment, ~~which~~resulting isin ~~the~~a ~~equivalent~~loss toon anextinguishment ~~initial~~of ~~conversion~~debt ~~price~~ of ~~approximately~~ $3099.9 million. ~~per~~The ~~share,~~loss ~~subject~~on toextinguishment ~~customary~~of ~~adjustments.~~debt ~~Upon~~consists of the ~~occurrence~~difference ofbetween athe ~~make-whole~~fair ~~fundamental~~value ~~change,~~of wethe ~~will,~~2030 inNotes ~~certain~~at ~~circumstances,~~issuance ~~increase~~and the ~~conversion~~net ~~rate~~carrying byamount ~~a number~~ of ~~additional~~the ~~shares~~2026 ~~for~~Notes aand ~~holder that elects to convert its~~ 2027 Notes ~~in connection with such make-whole fundamental change~~exchanged. ~~Based~~The onnet ~~the~~carrying ~~closing~~amount ~~price~~ of the ~~Common~~portion ~~Stock~~ of ~~$12.15 as of December 31, 2024,~~ the ~~if-converted~~2026 ~~value~~Notes ofand ~~the~~ 2027 Notes that was ~~less~~extinguished ~~than~~was ~~the~~determined ~~principal~~on ~~amount~~a pro rata basis.

The ~~2027~~interest on the 2030 Notes ~~are~~is ~~not~~payable ~~redeemable~~semi-annually byin ~~the~~arrears ~~Company~~on each June 30 and December 30 of each year, commencing December 30, 2025.

7977

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~Certain~~The ~~conditions~~2030 ~~apply~~Notes toare ~~the~~convertible ~~conversion~~into byCommon ~~holders~~Stock or a combination of ~~the~~cash ~~2027~~and ~~Notes.~~Common IfStock, at the Company’s ~~undergoes~~election. aSubject ~~fundamental~~to ~~change~~certain conditions, holders of the ~~2027~~2030 Notes ~~have~~may ~~the~~convert ~~right~~all toor ~~require~~any ~~the~~portion ~~Company~~of totheir ~~repurchase~~2030 ~~for~~Notes ~~cash~~at ~~all~~their oroption at any ~~portion~~time on or after March 31, 2030, until the close of ~~their~~business ~~2027~~on ~~Notes~~the atsecond scheduled trading day immediately preceding the maturity date. In addition, if specified events occur in a ~~fundamental~~calendar ~~change~~quarter ~~repurchase~~prior ~~price~~to ~~equal~~December 15, 2026, the holders may elect to ~~100%~~convert on an effective date of such event. Based on the ~~principal~~closing ~~amount~~price of the ~~2027~~Common ~~Notes~~Stock toof be$17.61 ~~repurchased,~~as ~~plus~~of ~~accrued~~December ~~and~~31, ~~unpaid interest~~2025, the if-converted ~~any~~value of the 2030 Notes was less than the principal amount.

The ~~2027~~initial ~~Notes~~conversion ~~are~~rate ~~convertible~~of ~~into~~the ~~Common~~2030 ~~Stock~~Notes oris a18.503 ~~combination~~shares of ~~cash~~Company ~~and~~ Common Stock, atper ~~the~~$1,000 ~~Company’s~~principal ~~election.~~amount ~~Subject~~of to2030 ~~certain conditions~~Notes, ~~holders~~which ofis ~~the~~equivalent ~~2027~~to ~~Notes~~an ~~may~~initial ~~convert~~conversion ~~the~~price ~~2027~~of ~~Notes~~approximately at$54.04 ~~their~~per ~~option~~share, atsubject ~~any~~to ~~time~~customary onadjustments. orIn ~~after December 15~~addition, ~~2026,~~upon ~~until~~ the ~~close~~occurrence of ~~business~~a onmake-whole fundamental change, as defined in the ~~second~~2030 ~~scheduled~~Notes ~~trading~~Indenture, ~~day~~or ~~immediately~~if ~~preceding~~we exercise the ~~maturity~~optional ~~date.~~redemption, Inwe ~~addition~~will, ifin ~~specified~~certain ~~events~~circumstances, ~~occur~~increase inthe aconversion ~~calendar~~rate ~~quarter~~by ~~prior~~a tonumber ~~December~~of ~~15,~~additional ~~2026,~~shares ~~the~~for ~~holders~~a ~~may~~holder ~~elect~~that elects to convert onits an2030 ~~effective~~Notes ~~date~~in ofconnection with such ~~event~~a make-whole fundamental change or redemption.

~~Pursuant~~In tono ~~the~~event ~~2027~~will ~~Notes Indenture,~~ the ~~Company is entitled to not effect any~~ conversion ~~that~~rate ~~will~~be ~~result~~increased into ~~any~~exceed ~~holder thereof, together with any Attribution Parties, beneficially owning more than 9~~27.9%7546 shares of the Company’s Common Stock ~~(the~~per ~~“Exchange Cap”)~~$1,000 ~~after~~principal ~~giving~~amount ~~effect to such conversion. The Company’s obligation to deliver any shares~~ of ~~Common~~the ~~Stock~~2030 ~~that~~Notes, ~~will~~subject ~~result in any holder thereof~~ to exceed the Exchange Cap (the “Excess Shares”) is not extinguished and is suspended until such holder advises the Company in writing that it may receive the Excess Shares without exceeding the Exchange Capadjustments.

The ~~2027~~Company ~~Notes~~is ~~are~~entitled ~~fully~~to ~~and~~not ~~unconditionally~~effect ~~guaranteed~~any byconversion ~~certain~~that ~~material~~will ~~wholly~~result ~~owned~~in ~~domestic~~any ~~subsidiaries~~holder ofthereof, ~~the~~together ~~Company~~with ~~(the~~any ~~“Guarantors”)~~Attribution Parties, ~~subject~~beneficially toowning ~~the~~more ~~terms~~than 4.9% of the ~~2027~~Company's ~~Notes~~Common ~~Indenture~~Stock, after giving effect to such conversion. The ~~2027~~Company’s ~~Notes~~obligation ~~and~~to ~~related~~deliver ~~guarantees~~any ~~will~~shares beof ~~secured~~Common onStock athat ~~first-priority~~will ~~basis~~result byin ~~liens~~any onholder ~~substantially~~thereof ~~all~~to ofexceed the ~~assets~~2030 ofNotes Exchange Cap is not extinguished and is suspended until such holder advises the Company ~~and~~in writing that it may receive the ~~Guarantors,~~2030 ~~subject~~Notes toExcess ~~certain~~Shares ~~exceptions~~without ~~and~~exceeding ~~permitted~~the ~~liens~~2030 Notes Exchange Cap.

The Company ~~may~~has bethe ~~required~~conditional right to ~~pay~~redeem ~~additional~~the ~~interest~~notes offor cash on or after July 2, 2028 at 100.50% ~~per~~of ~~annum~~the ofprincipal amount, plus accrued and unpaid interest. No sinking fund is provided for the ~~2027~~2030 Notes. The Company has the right to repurchase notes in the ~~event~~open ~~that~~market itor ~~fails~~through toother ~~pledge~~means, ~~certain~~without the consent of ~~its~~holders ~~assets~~and aswithout ~~part~~prior ofnotice. In addition, upon the ~~collateral~~occurrence ~~for~~of a fundamental change, as defined in the ~~2027~~2030 Notes byIndenture, ~~November~~prior ~~20,~~to ~~2025~~the maturity date, ~~unless~~holders ~~such~~may ~~assets~~require ~~are~~us ~~sold~~to repurchase all or a portion of the 2030 Notes for cash.

The ~~2027~~2030 Notes Indenture contains customary ~~terms~~non-financial ~~and~~covenants ~~conditions as well as various affirmative~~ and ~~negative~~ covenants ~~that,~~relating ~~among~~to ~~other~~events ~~things,~~of ~~may~~default. ~~restrict~~If ~~the~~an ~~ability~~event of ~~the~~default ~~Company~~occurs and ~~its~~is ~~subsidiaries to incur additional indebtedness~~continuing, ~~pay~~the ~~dividends,~~principal ~~repurchase~~amount ~~stock,~~of ~~prepay~~the ~~junior~~2030 orNotes ~~unsecured~~and ~~indebtedness~~any oraccrued ~~make~~and ~~certain~~unpaid ~~investments.~~interest Inmay ~~addition,~~be ~~the~~declared ~~2027~~immediately ~~Notes~~due ~~Indenture~~and ~~contains~~payable. ~~limitations~~In on the ~~Company’s~~case ~~and its subsidiaries’ ability to dispose~~ of ~~certain~~bankruptcy ~~assets,~~or ~~and~~insolvency, inthe ~~certain~~principal ~~circumstances,~~amount ~~requires~~of the ~~Company~~2030 toNotes ~~make~~and anany ~~offer~~accrued toand ~~repurchase~~unpaid ~~the~~interest ~~2027~~would ~~Notes~~automatically ~~using~~become ~~proceeds~~immediately ~~from~~due ~~certain~~and ~~asset~~payable. ~~sales~~The at2030 aNotes ~~price~~will ofbe ~~par~~considered ~~plus~~in ~~accrued~~default ~~and~~if ~~unpaid~~there ~~interest,~~is ~~and~~ a ~~premium~~default ~~equal~~by to the ~~lesser~~Company or any of ~~all~~its ~~remaining~~significant ~~interest~~subsidiaries onwith ~~the~~respect ~~2027~~to ~~Notes~~indebtedness orfor ~~one~~borrowed ~~year~~money of ~~accrued~~at ~~interest~~least ~~on the 2027 Notes~~$75. 0 million.

The ~~2027~~carrying value of the 2030 Notes ~~Indenture~~was ~~includes~~determined ~~customary~~by ~~events~~deducting third party transaction costs incurred in connection with the issuance of ~~default~~the 2030 Notes of $2.3 million Iffrom anthe ~~event~~2030 Notes fair value of ~~default~~$267.7 million ~~occurs~~at ~~and~~issuance. isThe ~~continuing,~~fair value of the principal ~~amount~~ of the ~~2027~~2030 Notes ~~and~~at ~~any~~issuance ~~accrued~~was ~~and~~determined ~~unpaid~~using ~~interest~~a ~~may~~lattice bemodel. ~~declared~~The ~~immediately~~transaction ~~due~~costs ~~and~~are ~~payable~~amortized as interest expense. InThe ~~the~~fair ~~case~~value of ~~bankruptcy~~the or2030 ~~insolvency,~~Notes exceeds the principal amount by $23.6 million. This premium is being amortized over the term of the ~~2027~~2030 Notes ~~and~~as ~~any~~a ~~accrued~~reduction ~~and~~of ~~unpaid~~interest expense. Together with the cash interest, ~~would~~the ~~automatically~~amortization ~~become~~of ~~immediately~~debt ~~due~~issuance costs and ~~payable~~debt premium result in an effective interest rate of 2.99% over the term of the 2030 Notes.

We ~~account~~classified ~~for~~ the ~~2027~~fair ~~Notes as a single liability-classified instrument measured at amortized cost. The carrying~~ value of the ~~2027~~2030 Notes ~~was~~as ~~determined~~a byLevel ~~deducting~~3 ~~third~~measurement ~~party~~due ~~transaction~~to ~~costs incurred in connection with~~ the ~~issuance~~lack of ~~the~~observable ~~2027~~market ~~Notes~~data ofover ~~$3.7 million from the 2027 Notes~~ fair value ~~amount~~inputs ofsuch ~~$196.2~~as ~~million,~~our ~~which~~stock isprice ~~based~~volatility onover the ~~exchanged~~term ~~amount~~ of ~~$176.3 million~~the ~~plus~~2030 ~~the~~Notes ~~cash~~and ~~consideration~~our ~~received~~cost of ~~$19~~debt.~~9 million.~~ The ~~transaction~~estimated ~~costs~~fair ~~were~~value ~~recorded~~of ~~as a debt discount in~~ the ~~Consolidated~~2030 ~~Balance~~Notes ~~Sheets and are amortized~~ as ~~interest expense and presented in Other income (expense) on the Consolidated Statements~~ of ~~Operations.~~December ~~Together with the cash interest~~31, ~~this~~2025 ~~results~~was ~~in an effective interest rate of 7~~$223.~~17%~~4 million ~~over~~and ~~the~~was ~~term~~determined ofusing ~~the~~a ~~2027~~lattice ~~Notes~~model. ~~We have presented the 2027 Notes in non-current liabilities in the accompanying Consolidated Balance Sheets.~~

~~The~~During ~~carrying~~the ~~amount~~year ofended December 31, 2025, we recognized interest costs on the ~~2027~~2030 Notes, ~~consisted~~which ofare presented in Other income (expense), net in the ~~following~~Consolidated asStatement of ~~December 31~~Operations, ~~2024~~as follows (in thousands):

	December 31, 2024
Fair value of principal recorded at issuance	$	196,210
Less: debt discount	(3,483)
Total	$	192,727

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the year ended December 31, 2024, we recognized interest costs on the 2027 Notes as follows (in thousands):


	Year Ended December 31, 2025
Contractual interest	$	5,949
Amortization of debt premium and debt issuance costs, net	(1,993)
Total	$	3,956

	Year ended December 31, 2024
Contractual interest	$	1,438
Amortization of debt discount	220
Total	$	1,658

Convertible Senior Secured Notes due 2027

WeIn ~~classified~~November ~~the~~2024, ~~fair value of~~ the ~~2027~~Company ~~Notes~~issued ~~as a Level~~ $197.3 million ~~measurement~~aggregate ~~due~~principal toamount ~~the lack~~ of ~~observable~~its ~~market~~senior, ~~data~~secured ~~over~~2027 ~~fair~~Notes ~~value~~to ~~inputs such as our stock price volatility over~~ the ~~term of the~~ 2027 Notes ~~and~~Offering ~~our~~Participants ~~cost~~in ofa ~~debt~~private offering. The ~~estimated~~interest ~~fair~~on ~~value of~~ the 2027 Notes asis ofpayable ~~December~~semi-annually ~~31,~~in ~~2024~~arrears ~~was~~on ~~$192.0~~March ~~million~~15 and ~~was~~September ~~determined~~15 ~~using~~of aeach ~~lattice model~~year.

The initial conversion rate of the 2027 Notes is 33.333 shares of Company Common Stock per $1,000 principal amount of 2027 Notes, which is the equivalent to an initial conversion price of approximately $30 per share, subject to customary adjustments.~~125%~~ ~~Convertible~~The ~~Senior~~2027 Notes ~~due~~are ~~2026~~convertible into Common Stock or a combination of cash and Common Stock, at the Company's election. Upon the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2027 Notes in connection with such make-whole fundamental change.

InThe ~~March~~Company ~~and~~is ~~April~~entitled ~~2021~~to not effect any conversion that will result in any holder thereof, wetogether ~~issued~~with ~~$230~~any Attribution Parties, beneficially owning more than 9.09% ~~million~~of ~~aggregate~~the ~~principal~~Company's ~~amount~~Common Stock, after giving effect to such conversion. The Company’s obligation to deliver any shares of ~~2026~~Common ~~Notes~~Stock that will result in aany ~~private~~holder ~~offering~~thereof to ~~qualified~~exceed ~~institutional~~the ~~buyers~~2027 Notes Exchange Cap is not extinguished and is suspended until such holder advises the Company in writing that it may receive the 2027 Notes Excess Shares without exceeding the 2027 Notes Exchange Cap.

The ~~2026~~2027 Notes ~~bear~~will ~~interest~~be atconsidered ~~a rate of 1.125% per annum, payable semiannually~~ in ~~arrears~~default onif ~~March~~there 15is ~~and~~a ~~September~~default 15by ofthe ~~each~~Company ~~year,~~or ~~with~~any ~~an annual effective interest rate~~ of ~~1.83%.~~its ~~The~~significant ~~2026~~subsidiaries ~~Notes~~with ~~will~~respect ~~mature~~to onindebtedness ~~March~~for ~~15,~~borrowed ~~2026,~~money ~~subject~~of toat ~~earlier~~least ~~repurchase, redemption or conversion~~$35. 0 million.

~~Each~~Concurrent ~~$1,000~~with ofthe ~~principal~~issuance ~~amount~~ of the ~~2026~~2030 Notes ~~initially~~in isexchange ~~convertible~~for ~~into~~a ~~14.6800~~large ~~shares~~portion of ~~Common~~the ~~Stock~~2027 Notes, ~~which~~all isof ~~equivalent~~the tonegative ancovenants ~~initial~~and ~~conversion~~related ~~price~~provisions offrom ~~$68.12~~the ~~per~~2027 ~~share,~~Notes ~~subject~~Indenture towere ~~adjustment~~eliminated, ~~upon~~and all of the ~~occurrence~~liens ofon ~~specified~~the ~~events.~~collateral Insecuring ~~addition,~~the ~~upon~~obligations under the ~~occurrence~~2027 ofNotes awere ~~make-whole~~released. ~~fundamental~~In ~~change~~addition, orthe ifCompany wewas ~~issue~~relieved aof ~~notice~~its ofobligation ~~redemption,~~to wepay ~~will,~~additional ininterest ~~certain~~of ~~circumstances,~~2.5% ~~increase~~per ~~the~~annum ~~conversion~~of ~~rate~~the by2027 aNotes ~~number~~in ofthe ~~additional~~event ~~shares~~that ~~for~~it afailed ~~holder~~to ~~that~~sell ~~elects~~or topledge ~~convert~~certain of its ~~2026~~assets ~~Notes~~as inpart ~~connection~~of ~~with~~the ~~such~~collateral ~~make-whole~~for ~~fundamental~~the ~~change~~2027 ~~or redemption~~Notes.

~~Upon~~Following ~~conversion, we can elect to settle~~ the ~~conversion~~issuance ~~value in cash, shares~~ of ~~our~~the ~~Common~~2030 ~~Stock,~~Notes ~~or any combination of cash~~ and ~~shares~~partial ofexchange ~~our Common Stock. Subject to certain conditions, holders~~ of the ~~2026~~2027 Notes ~~may convert the 2026 Notes at their option at any time until the close of business~~ on ~~the~~July ~~scheduled trading day immediately preceding the maturity date. In addition~~2, ~~if specified corporate events occur prior to the maturity date~~2025, ~~we may be required to increase~~ the ~~conversion~~remaining ~~rate~~outstanding ~~for~~principal ~~holders who elect to convert based on the effective date~~ of ~~such event and~~ the ~~applicable~~2027 ~~stock~~Notes ~~price~~was ~~attributable to the event. Based on the closing price of the Common Stock of~~ $1247.153 million asand ~~of December 31, 2024,~~ the ~~if-converted~~annual ~~value~~effective ofinterest ~~the~~rate ~~2026~~is ~~Notes was less than the principal amount~~7.27%.

~~Certain~~We ~~conditions~~classified ~~apply~~the tofair value of the ~~conversion~~2027 byNotes ~~holders~~as ~~and~~a ~~redemption~~Level by3 usmeasurement ofdue to the ~~2026~~lack ~~Notes.~~of Inobservable ~~addition,~~market ~~upon~~data ~~the~~over ~~occurrence~~fair ofvalue ainputs ~~fundamental~~such ~~change~~as ~~prior~~our tostock price volatility over the ~~maturity~~term ~~date,~~of ~~holders~~the ~~may~~2027 ~~require~~Notes usand toour ~~repurchase~~cost ~~all~~of ordebt. aThe ~~portion~~estimated fair value of the ~~2026~~2027 Notes ~~for~~as ~~cash~~of December 31, 2025 and 2024 was $48.8 million and $192.0 million and was determined using a lattice model.

~~The~~During ~~2026~~the ~~Notes~~years ~~are~~ended ~~our~~December ~~senior~~31, ~~unsecured~~2025 ~~obligations~~ and ~~will~~2024, ~~rank~~we ~~senior~~recognized ininterest ~~right~~costs ofon ~~payment to any of our indebtedness that is expressly subordinated in right of payment to~~ the ~~2026~~2027 Notes;, ~~equal~~which inare ~~right~~presented ofin ~~payment~~Other toincome ~~any~~(expense), ofnet ~~our unsecured indebtedness that is not so subordinated; effectively junior~~ in ~~right of payment to any of our secured indebtedness to~~ the ~~extent~~Consolidated ofStatements ~~the value~~ of ~~the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of current or future subsidiaries~~Operations, ~~including~~as ~~trade~~follows ~~payables.~~(in thousands):

The 2026 Notes Indenture includes customary events of default. If an event of default occurs and is continuing, the principal amount of the 2026 Notes and any accrued and unpaid interest may be declared immediately due and payable. In the case of bankruptcy or insolvency, the principal amount of the 2026 Notes and any accrued and unpaid interest would automatically become immediately due and payable. We account for the 2026 Notes as a single liability-classified instrument measured at amortized cost. The carrying value of the 2026 Notes was determined by deducting transaction costs incurred in connection with the issuance of the 2026 Notes of $7.8 million from the principal amount. Those transaction costs were recorded as a debt discount in the Consolidated Balance Sheets and are amortized to interest expense.


	Year Ended December 31,
	2025		2024
Contractual interest	$	7,693	$	1,438
Amortization of debt discount	940		220
Total	$	8,633	$	1,658

8179

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~We have presented the 2026 Notes in~~ Convertible ~~senior~~Senior ~~notes, net in the accompanying Consolidated Balance Sheets The carrying amount of the 2026~~ Notes ~~consisted~~due ~~of the following as of December 31, 2024 and 2023 (in thousands):~~2026

	December 31,
	2024		2023
Principal amount	$	53,740	$	230,000
Less: debt discount	(454)		(3,530)
Net carrying amount of liability component	$	53,286	$	226,470

In March and April 2021, the Company issued $230.0 million aggregate principal amount of its senior, unsecured 2026 Notes in a private offering to qualified institutional buyers. The interest on the 2026 Notes is payable semi-annually in arrears on March 15 and September 15 of each year.

~~During~~In connection with the ~~years~~issuance ~~ended~~of ~~December~~the ~~31,~~2027 ~~2024~~Notes ~~and~~in ~~2023~~November 2024, wethe ~~recognized~~Company ~~interest~~exchanged ~~costs~~$176.3 million ~~and~~aggregate aprincipal ~~loss~~amount onof ~~extinguishment~~2026 onNotes held by the 2026 Notes asOffering ~~follows~~Participants (for $176.3 million aggregate principal amount of the 2027 Notes. Following the issuance of the 2027 Notes and partial exchange of the 2026 Notes in ~~thousands):~~November 2024, the remaining outstanding principal of the 2026 Notes was $53.7 million.

	Year Ended December 31,
	2024		2023
Contractual interest	$	2,227	$	2,588
Amortization of debt discount	1,434		1,547
Loss on extinguishment of exchanged debt	1,631		—
Total	$	5,292	$	4,135

Following the issuance of the 2030 Notes and partial exchange of the 2026 Notes on July 2, 2025, the remaining outstanding principal of the 2026 Notes was $33.7 million and the annual effective interest rate of the 2026 Notes remained 1.83%.

WeEach ~~classified~~$1,000 ~~the~~of ~~fair~~principal ~~value~~amount of the 2026 Notes asinitially ais ~~Level~~convertible 3into ~~measurement~~14.680 ~~due~~shares toof ~~the~~Common ~~lack~~Stock, ofwhich ~~observable~~is ~~market~~equivalent ~~data~~to ~~over~~an ~~fair~~initial ~~value~~conversion ~~inputs~~price ~~such~~of as$68.12 ~~our~~per ~~stock~~share, ~~price~~subject ~~volatility~~to ~~over~~adjustment upon the ~~term~~occurrence of ~~the~~specified events. The 2026 Notes ~~and~~are convertible into cash, shares of our ~~cost~~Common Stock, or any combination of ~~debt~~cash and shares of our Common Stock. ~~The~~Upon ~~estimated~~the ~~fair~~occurrence ~~value~~of a make-whole fundamental change, or if we issue a notice of redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2026 Notes asin ofconnection ~~December~~with ~~31,~~such ~~2024~~make-whole ~~and~~fundamental ~~2023~~change ~~was~~or ~~$48~~redemption.7 ~~million~~The ~~and~~2026 ~~$141.9~~Notes ~~million~~will ~~and~~be ~~was~~considered ~~determined~~in ~~using~~default if there is a ~~lattice~~default ~~model~~by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $50.0 million.

We classified the fair value of the 2026 Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as our stock price volatility over the term of the 2026 Notes and our cost of debt. The estimated fair value of the 2026 Notes as of December 31, 2025 and December 31, 2024 was $33.4 million and $48.7 million and was determined using a lattice model.

During the year ended December 31, 2025 and 2024, we recognized interest costs on the 2026 Notes, which are presented in Other income (expense), net in the Consolidated Statements of Operations, as follows (in thousands):


	Year Ended December 31,
	2025		2024
Contractual interest	$	493	$	2,227
Amortization of debt discount	305		1,434
Total	$	798	$	3,661

Capped Call Transactions

In connection with the issuance of the 2026 Notes, we entered into privately-negotiated capped call transactions ~~with each of Barclays Bank PLC, BNP Paribas and Mizuho Markets Americas LLC~~. The capped call transactions cover, subject to customary adjustments, the number of shares of Common Stock initially underlying the 2026 Notes. The capped call transactions are expected generally to reduce potential dilution to our Common Stock upon any conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap initially equal to $104.80, which represents a premium of 100% over the last reported sale price of our Common Stock on The Nasdaq Global Select Market on March 22, 2021, subject to certain adjustments under the terms of the capped call transactions.

~~The~~During ~~capped~~the ~~call~~year ~~transactions~~ended ~~are~~December ~~accounted~~31, ~~for~~2025, asthe ~~freestanding~~Company ~~derivatives~~entered ~~and~~into ~~recorded~~agreements atwith the ~~initial~~bank ~~fair~~counterparties ~~value~~to collectively unwind and terminate 196,200 ~~net~~capped ofcall ~~tax~~transactions, inwhich ~~Additional~~is ~~paid-in-capital~~equal into the ~~Consolidated~~proportion ~~Balance~~of ~~Sheets~~the ~~with~~total noprincipal ~~recorded~~of ~~subsequent~~the ~~change~~2026 toNotes ~~fair~~that ~~value~~was asexchanged ~~long~~for asthe ~~they~~2027 ~~meet~~Notes ~~the~~and ~~criteria~~2030 Notes. The Company received cash proceeds of $2.7 million for ~~equity~~the ~~classification~~settlement of the capped call transactions.

Under the if-converted method, the shares of Common Stock underlying the conversion option in the 2026 Notes are included in the diluted income (loss) per share denominator and the interest expense and amortization of the debt discount on the 2026 Notes, net of tax, are added to the numerator. However, upon conversion, there will be minimized economic dilution from the 2026 Notes, as exercise of the capped call transactions reduces dilution from the 2026 Notes that would have otherwise occurred when the price of our Common Stock exceeds the conversion price. The capped call transactions are intended to offset actual dilution from the conversion of the 2026 Notes and to effectively increase the overall conversion price from $68.12 to $104.80 ~~per share.~~

No changes to the Capped Call Agreement occurred in connection with the Exchange and Subscription agreements pertaining to the issuance of the 2027 Notes.

Revolving Credit Agreement

In May 2019, we entered into the Credit Agreement, as amended from time to time, with a maturity date of

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~May~~Upon 14entering into the unwind and termination agreements, ~~2024~~the Company determined the related portion of the capped call transactions no longer met the criteria for equity classification. The remaining capped call transactions continue to be accounted for as freestanding financial instruments and recorded at the initial fair value in Additional paid-in capital in the Consolidated Balance Sheets with no recorded subsequent change to fair value as long as they meet the criteria for equity classification.

~~From~~Revolving ~~September~~Credit 28, 2022 to June 30, 2023, the borrowing bore an (a) interest at a rate per annum equal to (i) SOFR plus 10 basis points or (ii) a customary base rate, with loans denominated in certain currencies bearing interest at rates specific to such currencies, plus an additional margin ranging between 0.50% and 2.50% and (b) commitment fee of 0.40% on the daily amount of the unused commitments. Agreement

~~After~~In ~~June~~May 302019, ~~2023,~~we ~~the~~entered ~~borrowings~~into ~~bore~~the anCredit ~~(a) interest at a rate per annum equal to (i) SOFR plus 10 basis points or (ii) a customer base rate~~Agreement, ~~with~~as ~~loans~~amended ~~denominated in certain currencies bearing interest at rates specific to such currencies, plus an additional margin ranging between 0.50% and 2.00% and (b) commitment fees ranging~~ from ~~0.25%~~time to ~~0.35% on the daily amount of unused commitments. Additionally~~time, inwith ~~the~~a ~~event~~maturity ~~the~~date ~~ratio~~ of ~~funded~~May ~~indebtedness to EBITDA exceeded 3.00:1.00~~14, ~~ABR and Canadian prime spreads increased to 1~~2024.~~25%, fixed rate spreads increased to 2.25% and the commitment fee increased to 0.40% on the daily amount of the unused commitments under the Credit Agreement.~~

In March 2023, we entered into the Fourth Amendment to the Credit Agreement to modify certain financial covenants and provide for additional flexibility in our operations, among other changes, including our requirement to maintain a monthly minimum liquidity balance of at least $50.0 million, inclusive of any undrawn amounts under the revolving credit facility. In addition, the Fourth Amendment reduced our borrowing capacity under our senior secured revolving credit facility from $150.0 million to $75.0 million, with letters of credit up to $75.0 million, so long as that the sum of outstanding borrowings and letters of credit did not exceed the maximum funding commitment of $75.0 million.

InAfter ~~November~~June 30, 2023, the ~~Company~~borrowings ~~entered~~bore ~~into~~an ~~the~~(a) ~~Fifth~~interest ~~Amendment~~at toa ~~the~~rate ~~Credit~~per ~~Agreement~~annum ~~for~~equal ~~additional~~to ~~flexibility~~(i) ~~with~~SOFR ~~regards~~plus to10 ~~the~~basis ~~fully~~points ~~backstopped~~or ~~Rights~~(ii) ~~Offering.~~a ~~See~~customer ~~Note~~base 10rate, ~~Stockholders'~~with ~~Equity~~loans ~~(Deficit),~~denominated ~~for~~in ~~additional~~certain ~~information~~currencies ~~regarding~~bearing ~~the~~interest ~~Rights~~at ~~Offering.~~rates ~~The~~specific ~~Fifth~~to ~~Amendment~~such ~~effected~~currencies, ~~certain~~plus ~~modifications~~an toadditional ~~the~~margin ~~definition~~ranging ofbetween ~~the~~0.50% ~~term~~and ~~“Change~~2.00% ~~in Control”~~ and ~~added~~(b) ~~the~~commitment ~~term~~fees ~~“Disqualified~~ranging ~~Equity~~from ~~Interest”~~0.25% to 0.35% on the ~~Credit~~daily ~~Agreement,~~amount ~~among~~of ~~other~~unused ~~changes~~commitments. ~~In addition~~Additionally, in the ~~Fifth~~event ~~Amendment modified~~ the ~~restricted~~ratio ~~payment~~of ~~covenant~~funded indebtedness to ~~permit~~EBITDA ~~the~~exceeded ~~Company~~3.00:1.00, toABR ~~declare~~ and ~~pay~~Canadian ~~dividends~~prime ~~with~~spreads ~~respect~~increased to ~~its~~1.25%, ~~Equity~~fixed ~~Interests,~~rate ~~other~~spreads ~~than~~increased ~~Disqualified~~to ~~Equity~~2.25% ~~Interests,~~and ~~payable~~the ~~solely~~commitment infee ~~additional~~increased ~~shares~~to of0.40% ~~its~~on ~~Equity~~the ~~Interests,~~daily ~~other~~amount ~~than~~of ~~Disqualified~~the ~~Equity~~unused ~~Interests~~commitments under the Credit Agreement.

In November 2023, the Company entered into the Fifth Amendment to the Credit Agreement for additional flexibility with regards to the fully backstopped Rights Offering. See Note 11, Stockholders' Equity (Deficit), for additional information regarding the Rights Offering.

The Credit Agreement was secured by substantially all of our tangible and intangible assets, including a pledge of 100% of the outstanding capital stock of substantially all of our direct and indirect domestic subsidiaries and 65% of the shares or equity interests of first-tier foreign subsidiaries and each U.S. entity whose assets substantially consist of capital stock and/or intercompany debt of one or more foreign subsidiaries, subject to certain exceptions. Certain of our domestic and foreign subsidiaries were guarantors under the Credit Agreement.

OnIn February ~~12,~~ 2024, we ~~prepaid~~paid ~~$43.1 million~~off ~~to terminate~~ all ~~commitments~~amounts tooutstanding ~~extend further credit~~ under the Credit Agreement using ~~our~~a portion of the $80.0 million in proceeds received from the Rights Offering. The ~~terms~~Payoff ofAmount ~~the~~included ~~Rights~~$42.8 million ~~Offering~~in ~~permit the Company to use the proceeds for general corporate purposes~~principal, ~~including~~$0.1 million ~~the~~in ~~repayment~~interest ofand ~~debt~~$0.2 million Wein ~~were not subject to any early termination penalties under the Credit Agreement~~fees. The ~~payment~~payoff ~~of the Payoff Amount~~ terminated our right and obligations under the Credit Agreement, ~~including compliance with certain financial covenants,~~ except for ordinary and customary survival terms. In addition, we retained access to letters of credit, originally available under the Credit Agreement, pursuant to our pre-existing Cash Collateral Agreement.

~~Amounts~~The amounts committed to ~~outstanding borrowings and~~ letters of credit under the Cash Collateral Agreement and Credit Agreement as of December 31, ~~2024~~2025 and ~~2023~~December 31, 2024 were $32.8 million and $33.7 million. Pursuant to the Cash Collateral Agreement, cash collateral is required for letters of credit and treated as ~~follows~~restricted (cash, which is presented in ~~thousands):~~Prepaid expense and other current assets on the Consolidated Balance Sheets. See Note 7, Supplemental Consolidated Balance Sheets and Statements of Operations Information, for additional information.

			December 31, 2024						December 31, 2023
Letters of credit and other cash collateral (1)			$

Filing Compare · Groupon, Inc.