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Item 9A. Controls and Procedures

2025-03-11 compared with 2024-03-15 · 42 added, 23 removed, 160 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), as of December 31, 2023.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), as of December 31, 2024.

Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of December 31, 2024 due to a material weakness in our internal control over financial reporting, which is described below.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2024.

As previously disclosed in our annual report for the year ended December 31, 2022, we identified a material weakness due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances.

Management committed to designing and implementing the following control activities related to complex manual calculations:

• Design new controls and enhance existing controls for complex manual processes

• Automate complex accounting calculations to minimize human error

• Formalize a process to identify and address accounting implications for new initiatives

Management, with the oversight of the audit committee of our Board of Directors, has dedicated resources and efforts to improve our internal controls over financial reporting and has taken action to remediate such material weakness.

Actions include taking steps towards the automation of certain complex accounting calculations, adding detective analytical management review controls, adding controls to reconcile source data across accounts, and enhancing review procedures within account reconciliations.

While the Company has improved its control activities, the material weakness identified in the prior year remains unremediated as of December 31, 2023 and the Company’s remediation efforts will continue to take place in 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed in our annual report for the years ended December 31, 2023 and 2022, we identified a material weakness due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche, LLP, an independent registered public accounting firm, as stated in its report below.

This report contains an adverse opinion on the effectiveness of our internal control over financial reporting.

Remediation Plan and Status

Management, with the oversight of the audit committee of our Board, has dedicated resources and efforts to improve our internal controls over financial reporting and has taken the following actions towards remediating the material weakness relating to complex manual calculations.

• Designed new controls and enhanced existing controls for complex manual processes including controls to reconcile source data across accounts and additional review procedures within account reconciliations

• Automated reporting for certain complex accounting calculations to minimize human error

• Formalized a process to identify and address accounting implications for new initiatives

• Added detective analytic management review controls

While we believe these efforts will improve our internal control over financial reporting and substantially address the root cause of the material weakness, such material weakness will not be remediated until we have concluded, through testing, that our controls are designed and operating effectively for a sufficient period of time.

Changes in Internal Control over Financial Reporting

Other than described above under “Management’s Report on Internal Control over Financial Reporting", management did not identify changes that occurred in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than matters described above under “Management’s Report on Internal Control over Financial Reporting", management did not identify changes that occurred in our internal control over financial reporting during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

27 unchanged sentences

The following material weakness has been identified and is included in management's assessment:

A material weakness exists due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances such that there is a reasonable possibility that a material misstatement would not be identified timely.

A material weakness exists due to inadequate preventative and detective controls over complex manual calculations used to record certain month-end balances.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

11 unchanged sentences

Pursuant to General Instruction G(3) on Form 10-K, information regarding our Executive Officers can be found in Part I of this Annual Report on Form 10-K under the caption "Information About Our Executive Officers."

Code of Ethics

We have adopted a Code of Conduct, which is applicable to our chief executive officer, chief financial officer and other principal executive and senior financial officers.

2 unchanged sentences

We will post any amendment to or waiver from the provisions of the Code of Conduct that applies to the above executive officers on our investor relations website (investor.groupon.com) under the caption "Corporate Governance."

Information regarding our insider trading policies and procedures is incorporated by reference from the information under the caption ("Insider Trading Policy") in our 2025 Proxy Statement.

In addition, our Insider Trading Policy is filed as Exhibit 19 to this Report.

EXECUTIVE COMPENSATION

44 unchanged sentences

4.4 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .

4.5 Indenture, dated as of November 19, 2024, between Groupon, Inc.

Bank National Association, (incorporated by reference to the Company's Current Report on Form 8-K filed on November 19, 2024) .

4.6 Form of 6.25% Convertible Senior Note due 2027 (included in Exhibit 4.

5 and incorporated by reference to the Company's Current Report on Form 8-K filed on November 19, 202 4 ) .

10.1* Form of Indemnification Agreement.**

1 unchanged sentence

10.3 Amended and Restated Groupon, Inc.

2011 Incentive Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule DEF14A, filed with the SEC on May 1, 2023) .

2011 Incentive Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule DEF14A, filed with the SEC on A pril 29 , 202 4 ).**

10.4 Non-Employee Directors’ Compensation Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).**

9 unchanged sentences

10.14 CEO Notice of Grant of Stock Option and Non-qualified Stock Option Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 31, 2023)**

10.15 CEO Employmen t Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current R e port on Form 8-K filed on March 31, 2023)**

10.15 CEO Employment Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 31, 2023)**

10.16 CEO Severance Benefit Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 31, 2023)**

10.17 Standstill Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 31, 2023)

10.18 C FO Employment Agreement, dated A pril 13, 2023 ( incorporated by reference to the C ompany's Current Report on Form 8- K filed on April 13, 2023)**

10.19 C FO Equity Side L etter, dated April 13, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on April 13, 2023)**

10.20 C FO Severance Benefit Agreement, dated April 13, 2023 (incorporated by reference to the Company's Current R e port on Form 8-K filed on April 13, 2023)**

10.21 Backstop A greement , d a t ed November 9, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on November 13 , 2023) .

10.18 CFO Employment Agreement, dated April 13, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on April 13, 2023)**

10.19 CFO Equity Side Letter, dated April 13, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on April 13, 2023)**

10.20 CFO Severance Benefit Agreement, dated April 13, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on April 13, 2023)**

10.21 Backstop Agreement, dated November 9, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on November 13, 2023) .

10.22 A mendment to CEO Employment Agreement (incorporated by reference to the Company's C urrent Report on Form 8-K filed April 1, 2024)**

10.23 C EO Employment Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024)**

10.24 C EO Notice of Grant and Performance Share Agreement (inco rporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024 )**

10.25 C FO Me rit Letter (inc orporated by reference to the Company's C urrent Report on Form 8- K filed May 7, 2024)**

10.26 C FO Notice of Grant and Performance Share Agreement (incorporated by r eference to the Company's Current Report on Form 8-K filed May 7, 2024)**

10.27 C EO Severance Benefit Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 9, 2024)

10.28 C FO Severance Benef it Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 9, 2024)

10.29 A mended and Restated Groupon, Inc.

2011 Incentive Plan, as amended (incorporated by reference to the Company's Current Report on Form 8-K filed June 12, 2024)

10.30 F orm of Exchange and Subscription Agreement (incorporate d by reference to the Company's Current Report on Form 8-K, filed November 12, 2024)

10.31 Security Agreement, dated as of November 19, 2024 , among Groupon, Inc., the Guarantors, that may from time to time be a party there to and U.S.

Bank National Association, as a collateral agent (incorporated by reference to the Comp any's Current Report on Form 8-K, filed November 19, 2024 )

10.32 M ajor Rocket Agreement, dated March 11, 2025

19 Groupon, Inc.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 G roupon , Inc.

97 Groupon, Inc.

Clawback Policy

15 unchanged sentences

Dusan Senkypl

Interim Chief Executive Officer

Chief Executive Officer

POWER OF ATTORNEY

4 unchanged sentences

/s/ Dusan Senkypl

Interim Chief Executive Officer and Director (Principal Executive Officer)

Chief Executive Officer and Director (Principal Executive Officer)

Dusan Senkypl

11 unchanged sentences

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 9A. Controls and Procedures