UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 23~~March 10, ~~2025~~2026

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 406 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)

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. ☐

Item 12.0102. Results —of ~~Entry~~Operations ~~into~~and aFinancial ~~Material Definitive Agreement~~Condition.

AsOn ~~previously reported in the Quarterly Reports on Form~~ March 10-Q, ~~and~~2026, ~~Annual Reports on Form 10-K of~~ Groupon, Inc. (the “"Company”"), anissued ~~Italian~~a ~~subsidiary~~press ofrelease ~~the~~announcing ~~Company,~~its ~~Groupon~~financial ~~S.r.l.~~results ~~(“Groupon~~for ~~Italy”),~~its ~~has~~fiscal ~~been~~quarter ~~party~~ended toDecember ~~various~~31, ~~disputed~~2025. ~~matters~~A ~~with~~copy of the ~~Italian~~press ~~tax~~release ~~authorities~~is ~~relating~~attached tohereto ~~tax years beginning~~ as ~~early~~Exhibit ~~as 2012~~99.1 Inand ~~connection~~incorporated ~~with~~herein ~~these~~by ~~matters, the Italian tax authorities had collectively asserted claims totaling approximately $170 million (€144 million)~~reference.

Item 9.01. Financial Statements and Exhibits.

As reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, on August 5, 2025, Groupon Italy and the Italian tax authorities reached a non-binding agreement in principle to resolve these matters for approximately $25.3 million (€21.6 million), of which approximately $10.1 million (€8.6 million) had been previously paid by Groupon Italy through provisional installment payments. As of September 30, 2025, the Company recorded foreign income tax expense of approximately $25.3 million (€21.6 million) related to these assessments, with approximately $15.2 million (€13.0 million) reflected in accrued expenses and other current liabilities.

(d)

Exhibits:

Exhibit No.

Description

99.1*

Earnings Press Release dated March 10, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

On*The ~~December~~information ~~29,~~in ~~2025,~~Exhibit 99.1 ~~Groupon~~is ~~Italy~~being furnished and ~~the~~shall ~~Italian~~not ~~tax~~be ~~authorities~~deemed ~~entered~~to ~~into~~be a"filed" ~~binding~~for ~~framework~~the ~~agreement~~purposes ~~that~~of ~~definitively~~Section 18 ~~resolves~~of ~~all outstanding tax disputes involving Groupon Italy. Pursuant to~~ the ~~framework~~Securities ~~agreement,~~Exchange ~~Groupon~~Act ~~Italy paid approximately $25.2 million (€21.5 million) on or before December 31, 2025, inclusive~~ of ~~amounts previously paid~~1934, ~~and~~as ~~will~~amended ~~pay an additional approximately $33,000~~ (~~€28,000) in~~ the ~~first~~"Exchange ~~quarter~~Act"), ofor ~~2026.~~incorporated ~~Following~~by ~~these~~reference ~~payments,~~in ~~the~~any ~~Company~~filing ~~expects~~under the ~~matters~~Securities ~~covered~~Act byof ~~the~~1933 ~~Italian~~or ~~tax assessments to be formally closed in~~ the ~~first~~Exchange ~~quarter of 2026~~Act, ~~and~~except ~~the~~as ~~Company~~shall ~~does~~be ~~not~~expressly ~~expect~~set ~~any~~forth ~~further~~by ~~material~~specific ~~obligations~~reference ~~relating~~in tosuch ~~these~~a ~~assessments~~filing.

The Company does not expect any material changes to its accrued expenses related to these matters in the fourth quarter of 2025, and the settlement payments are expected to reduce the Company’s free cash flow by approximately $15 million.

The foregoing description of the framework agreement does not purport to be complete and is qualified in its entirety by reference to the framework agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

On December 22, 2025, the Compensation Committee of the Board of Directors the Company approved an amendment (the “Amendment”) to the Company’s previously disclosed Performance Share Unit (“PSU”) award agreement with Dušan Šenkypl, the Company’s Chief Executive Officer, which was executed by Mr. Šenkypl and the Company on December 23, 2025.

The Amendment was approved and entered into to facilitate the correction of an administrative error relating to the tax treatment of PSUs that vested on August 11, 2025, in light of applicable foreign tax requirements. The Compensation Committee determined that the Amendment is administrative in nature, does not increase the number of PSUs or shares deliverable to Mr. Šenkypl, does not modify any performance- or service-based vesting conditions, except as necessary to effect the administrative correction, and does not confer any additional economic benefit or constitute a new compensatory arrangement.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber						Description
10.1						Groupon S.r.l. Italian Tax Framework Settlement Agreement
10.2						Amendment No 1 to DS Performance Share Unit Award Agreement
104						Cover Page Interactive Data File (embedded as Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GROUPON, INC. Date: ~~December~~March 3110, ~~2025~~2026 By: /s/ Rana ~~KashyapName~~Kashyap Name: Rana KashyapTitle: Chief Financial Officer

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