What changed in this filing

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Item 1. Business

2025-03-11 compared with 2024-03-15 · 85 added, 81 removed, 96 unchanged (63% of the section changed)

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We operate in two segments, North America and International, and in three categories, Local, Goods and Travel.

See Item 8, Note 18, Segment Information, for additional information.

See Item 8, Note 18, 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.

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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 inventory selection and by enhancing the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency.

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.

Our Categories

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Customers can access our offerings indirectly through third-party search engines.

We use search engine optimization ("SEO") and search engine marketing ("SEM") to increase the visibility of our offerings in web search results.

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 short messaging services ("SMS") to our customers based on their locations and personal preferences.

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.

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Attracting and securing top-notch talent from around the world is the cornerstone of our future.

Our senior leadership, guided by our Board of Directors (the "Board"), oversees this mission by crafting and implementing our human capital strategy.

This involves recruiting, developing and retaining the best minds to fuel our operations and drive our strategic goals and shaping competitive compensation and benefits packages.

As of December 31, 2023, we had employees in the following geographies and roles:

Sales Corporate, Operational and Customer Support Total Employees

Our senior leadership, guided by our Board, oversees this mission by crafting and implementing our human capital strategy.

This involves recruiting, developing, and retaining the best minds to fuel our operations, drive our strategic goals, and shape competitive compensation and benefits packages.

Our Workforce

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

Corporate, Operational and Customer Support

Total Employees

North America

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381 1,242 1,623

676 1,403 2,079

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 and curate the experiences.

Within our human capital management strategy, there are three core pillars:

Our People & Culture, Diversity, Equity & Inclusion ("DEI") and Compensation & Benefits.

Our People & Culture.

At Groupon, we believe experiences make life richer and that philosophy extends to our work culture as well.

We thrive on the strength and diversity of our global teams, where resilient, energized and collaborative individuals bring their unique perspectives to the table.

Our mission is to foster a culture that ignites innovation, empowers smart decision-making and celebrates every success along the way.

In 2023, we focused on gathering feedback from peers, colleagues and employees so managers and leaders can actively identify areas for improvement and implement tailored action plans.

We started with a Transformation Truth survey that collected anonymous responses company-wide and provided employees the opportunity to address ongoing transformations within the organization.

We place a high value on collecting and acting upon employee feedback as it provides valuable insights into our team’s overall health.

We believe maintaining the highest ethical standards is not only a policy, it's a shared responsibility.

Every team member plays a crucial role in upholding our commitment to business ethics, safety and integrity.

To cultivate this awareness, we mandate bi-annual completion of foundational training courses like our Global Code of Conduct, Anti-Corruption, Respectful and Harassment Free Workplace and unconscious bias training.

We also offer a Global Code of Conduct Recertification Quiz in alternate years to ensure constant reinforcement.

To address any concerns regarding potential policy violations, we have established a secure and confidential internal channel called the Groupon Ethics Reporting Service.

To support the career development of our team members, we offer a diverse range of training and development programs that cater to various needs.

From building a strong foundation in ethics and workplace culture through unconscious bias training for all employees to Respect in the Workplace training for managers.

We also initiated Talent Acquisition Spotlight Newsletters that provided teams the update on open roles along with changes and improvements to the recruitment process.

Our Internal Talent Mobility process fosters cross-team collaborations and growth opportunities, allowing people to explore their full potential within Groupon.

Additionally, we also offer an Employee Referral Program with bonuses for eligible hires to help us hire great talent across the globe.

Diversity, Equity and Inclusion .

Cultivating a diverse workforce and fostering an inclusive workplace isn't only about doing the right thing;

it's about building a brighter future for Groupon.

Our strength lies in embracing diverse perspectives and experiences, which fuels innovation, creativity and problem-solving.

By fostering an inclusive environment where everyone feels valued and respected, we unlock the full potential of our talent, allowing us to navigate challenges and thrive in a competitive marketplace.

In 2023, we focused on:

• Creating opportunities for employees to engage in cultural competency workshops and conversations

• Creating new programming to build and champion our diverse merchant base

• Engaging our employees by launching a monthly DEI newsletter.

This is emailed to all employees and details any DEI updates, Employee Resource Group activities, other resources and more.

Compensation and Benefits.

To bring in and keep the best, we offer a compelling combination of competitive compensation and comprehensive benefits.

This includes standard health, dental, vision, life, and disability insurance, along with a 401(k) plan with company matching for our US employees.

This year we expanded our Annual Bonus Plan to include additional Global Grades in the plan to increase coverage of employees who were not eligible previously.

We’re also deeply invested in our people's well-being and why we've significantly expanded our wellness programs to prevent burnout and keep our global teams healthy and thriving.

We initiated a number of wellness programs this year on top of the existing access to mental health support and services and Global Wellness Week, an entire week dedicated to personal wellness programming aimed at boosting all of our physical, nutritional and mental well-being.

We also continued our Groupon Step-a-Thon challenge.

It was designed to build healthy habits and increase activity levels of our employees.

We're cultivating a thriving performance-driven culture and a team committed to our transformation.

In line with this we re-vamped our values in 2023 to ensure that they were supporting the culture and behaviors we need to succeed.

Our new values are:

• Ownership and accountability

• High performing

• Transparent

• Customer focused

• Respect, integrity and inclusion

Together they form the foundations of a culture that embraces speed and agility, relies on data-driven decisions based on measurable results and fosters a culture of ownership and accountability.

We believe this fosters a resilient workforce equipped to weather challenges and capitalize on opportunities.

Our focus on performance isn't only about numbers;

it's about attracting and retaining top talent who thrive in a fast-paced, results-oriented environment.

Ultimately, we see this cultural shift as the engine that propels us towards our ambitious vision of becoming the go-to platform for experiences.

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 we empower a diverse, collaborative global team.

In 2023 and 2024, we gathered employee feedback through initiatives such as the “Transformation Truths” engagement survey.

This anonymous company-wide survey provided valuable insights into ongoing organizational changes such as the status of our transformation efforts.

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.

Our career development offerings include diverse training programs such as Unconscious Bias training and Respect in the Workplace training for managers.

Additionally, our Internal Talent Mobility process supports cross-functional growth, while our Employee Referral Program incentivizes hiring top talent globally.

Diversity, Equity & Inclusion

In 2024, we have focused on establishing strong organizational foundations.

We remain committed to fostering a high-performance culture by promoting diversity in thought, experience, and background.

Given our role in connecting people and communities, we recognize the importance of maintaining a workforce that reflects the diversity of our customer base.

During the year, we introduced several initiatives aimed at enhancing workplace support and employee engagement in alignment with its core values:

• 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.

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.

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.

Additionally, in the third quarter of 2023, we migrated our Payment Card Information data to a third-party provider so that these details are no longer stored within Groupon's cloud environment.

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 platform migrations are strategic investments in our ability to innovate faster, serve merchants better, and create more engaging experiences for our customers.

We have also made significant improvements to our search functionality.

Our enhanced search now provides real-time query suggestions, corrects spelling errors, and supports synonyms for improved accuracy.

It can recognize destinations and brands, automatically applying relevant filters to refine search results.

Additionally, it suggests related queries and categorizes results into experiences, travel deals, and merchants, optimizing relevance based on precise location for a more intuitive user experience.

We employ security practices and modern tools to try to recognize intrusions to our technology infrastructure.

We engage independent third-party Internet security firms to regularly test the security of our websites and identify vulnerabilities.

In financial transactions with customers conducted on our websites and mobile applications, we use data encryption protocols to secure information while in transit.

See Risk Factors and Cybersecurity for additional information relating to potential cyber threats.

In financial transactions with customers conducted on our websites and mobile applications, we use data encryption protocols

to secure information while in transit.

Risk Factors and Item 1C.

Cybersecurity for additional information relating to potential cyber threats.

Our customers and merchants are at the center of our two-sided marketplace.

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Additionally, those laws and regulations may be interpreted differently across domestic and foreign jurisdictions.

As a company in a relatively new and 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.

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.

The Credit Card Accountability Responsibility and Disclosure Act of 2009 (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").

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 ESG regulations in California and New York that may impact our reporting and compliance obligations.

The Climate Corporate Data 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.

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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 by regulatory regimes and laws in Europe and other jurisdictions outside the United States that may be more restrictive and adversely impact our business.

laws and regulations, such as the Bank Secrecy Act of 1970 (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.

Congress, various state legislative bodies and foreign governments that could affect us, and our global operations may be constrained

by regulatory regimes and laws in Europe and other jurisdictions outside the United States that may be more restrictive and adversely impact our business.

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.

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federal, state and international laws and regulations governing consumer data.

The General Data Protection Regulation ("GDPR"), which was adopted by the European Union and became effective in May 2018, and the California Privacy Rights Act (the "CPRA"), which expands on and effectively replaces the California Consumer Privacy Act (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 Virginia Consumer Data Protection Act (the "CDPA"), effective as of January 1, 2023, and the Colorado Privacy Act (the "CPA"), effective as of July 1, 2023, provide new data privacy rights to their respective residents.

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.

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.

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Groupon and its related entities own a number of trademarks and service marks registered or pending in the United States and internationally.

In addition, we own a number of issued patents and pending patent applications in the United States and internationally and own and have applied for copyright registrations in the United States.

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.

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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.

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.

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Name Age Position

Dusan Senkypl 48 Interim Chief Executive Officer

Jiri Ponrt 50 Chief Financial Officer

Dusan Senkypl was appointed as our Interim Chief Executive Officer in March 2023 and has served as a member of our Board since June 2022.

He joined Groupon from Pale Fire Capital SE ("PFC"), a Groupon shareholder and a private equity investment group that invests in e-commerce companies both in Europe and worldwide.

Dusan Senkypl 49 CEO

Jiri Ponrt 51 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 NetBrokers Holding (“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.

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 Chief Financial Officer in April 2023.

Jiri Ponrt was appointed as our CFO in April 2023.

He joined Groupon from PFC where he served as a partner since July 2022 and Group CFO since November 2021.

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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 Chief Financial Officer, he stepped down from day-to-day responsibilities at PFC.

In conjunction with his appointment to Groupon CFO, he stepped down from day-to-day responsibilities at PFC.

Available Information

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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 Securities Exchange Act of 1934 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.

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business