Groupon, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Table of Contents Groupon, Inc. Consolidated Financial Statements As of December 31, 2024 and 2023 and for the Years Ended December 31, 2024, 2023 and 2022 Page Report of Independent Registered Public Accounting Firm 59 Consolidated Balance Sheets 62 Consolidated Statements of Operations 63 Consolidated Statements of Comprehensive Income (Loss) 64 Consolidated Statements of Stockholders' Equity (Deficit) 65 Consolidated Statements of Cash Flows 66 Notes to Consolidated Financial Statements 68 58 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 and 2023, 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, 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, and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 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 11, 2025, expressed an adverse 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 The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate 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 below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Variable Consideration Revenue Recognition—Refer to Notes 2 and 12 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. 59 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 60 ◦ 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 11, 2025 We have served as the Company's auditor since 2017. 61 GROUPON, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 228,843 $ 141,563 Accounts receivable, net 34,153 50,373 Prepaid expenses and other current assets 52,365 63,647 Total current assets 315,361 255,583 Property, equipment and software, net 17,827 30,530 Right-of-use assets - operating leases, net 6,041 2,197 Goodwill 178,685 178,685 Intangible assets, net 4,738 11,404 Investments 74,823 74,823 Deferred income taxes 6,071 11,639 Other non-current assets 9,144 6,095 Total assets $ 612,690 $ 570,956 Liabilities and equity (deficit) Current liabilities: Short-term borrowings $ — $ 42,776 Accounts payable 11,311 15,016 Accrued merchant and supplier payables 196,350 209,423 Accrued expenses and other current liabilities 97,765 101,939 Total current liabilities 305,426 369,154 Convertible senior notes, net 246,013 226,470 Operating lease obligations 3,604 2,382 Other non-current liabilities 16,596 13,262 Total liabilities 571,639 611,268 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 Additional paid-in capital 2,441,656 2,337,565 Treasury stock, at cost, 10,294,117 shares at December 31, 2024 and December 31, 2023 ( 922,666 ) ( 922,666 ) Accumulated deficit ( 1,508,914 ) ( 1,449,887 ) Accumulated other comprehensive income (loss) 30,734 ( 5,647 ) Total Groupon, Inc. stockholders' equity (deficit) 40,815 ( 40,631 ) Noncontrolling interests 236 319 Total equity (deficit) 41,051 ( 40,312 ) Total liabilities and equity (deficit) $ 612,690 $ 570,956 See Notes to Consolidated Financial Statements. 62 GROUPON, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) Year Ended December 31, 2024 2023 2022 Revenue $ 492,557 $ 514,910 $ 599,085 Cost of revenue 48,251 64,246 76,261 Gross profit 444,306 450,664 522,824 Operating expenses: Marketing 144,207 110,505 149,231 Selling, general and administrative 295,399 350,405 481,375 Goodwill impairment — — 35,424 Long-lived asset impairment — — 12,259 Restructuring and related charges 1,066 8,006 12,350 (Gain) on sale of assets ( 5,160 ) — — Total operating expenses 435,512 468,916 690,639 Income (loss) from operations 8,794 ( 18,252 ) ( 167,815 ) Other income (expense), net ( 39,185 ) ( 25,174 ) ( 24,155 ) Income (loss) before provision (benefit) for income taxes ( 30,391 ) ( 43,426 ) ( 191,970 ) Provision (benefit) for income taxes 26,123 9,508 42,410 Net income (loss) ( 56,514 ) ( 52,934 ) ( 234,380 ) Net (income) loss attributable to noncontrolling interests ( 2,513 ) ( 2,476 ) ( 3,229 ) Net income (loss) attributable to Groupon, Inc. $ ( 59,027 ) $ ( 55,410 ) $ ( 237,609 ) Basic and diluted net income (loss) per share: $ ( 1.51 ) $ ( 1.77 ) $ ( 7.88 ) Basic and diluted weighted average number of shares outstanding: 39,170,368 31,243,179 30,166,100 See Notes to Consolidated Financial Statements. 63 GROUPON, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2024 2023 2022 Net income (loss) $ ( 56,514 ) $ ( 52,934 ) $ ( 234,380 ) Other comprehensive income (loss): Net change in unrealized gain (loss) on foreign currency translation adjustments 36,381 ( 8,589 ) 7,755 Other comprehensive income (loss) 36,381 ( 8,589 ) 7,755 Comprehensive income (loss) ( 20,133 ) ( 61,523 ) ( 226,625 ) Comprehensive income attributable to noncontrolling interests ( 2,513 ) ( 2,476 ) ( 3,229 ) Comprehensive income (loss) attributable to Groupon, Inc. $ ( 22,646 ) $ ( 63,999 ) $ ( 229,854 ) See Notes to Consolidated Financial Statements. 64 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 See Notes to Consolidated Financial Statements. 65 GROUPON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 Operating activities Net income (loss) $ ( 56,514 ) $ ( 52,934 ) $ ( 234,380 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization of property, equipment and software 27,889 43,401 54,170 Amortization of acquired intangible assets 3,011 7,817 8,493 Impairment of goodwill — — 35,424 Impairment of long-lived assets — — 12,259 Restructuring-related impairment — — 2,949 Stock-based compensation 26,734 14,481 30,006 Changes in fair value of investments — 25,751 — Deferred income taxes 4,496 1,735 49,099 (Gain) loss on early lease termination ( 596 ) ( 729 ) ( 4,471 ) Loss on extinguishment of debt 1,631 — — Foreign currency (gains) losses, net 30,036 ( 5,105 ) 10,934 Foreign VAT assessments 8,692 — — (Gain) on sale of assets ( 5,160 ) — — Change in assets and liabilities: Accounts receivable 15,276 ( 4,482 ) ( 10,088 ) Prepaid expenses and other current assets 18,598 21,364 9,812 Right-of-use assets - operating leases 2,525 9,747 16,986 Accounts payable ( 3,637 ) ( 44,594 ) 37,540 Accrued merchant and supplier payables ( 9,694 ) ( 18,286 ) ( 39,428 ) Accrued expenses and other current liabilities ( 7,047 ) ( 37,851 ) ( 71,804 ) Operating lease obligations ( 6,144 ) ( 27,149 ) ( 30,295 ) Payments for early lease terminations ( 2,155 ) ( 9,724 ) — Other, net 7,953 ( 1,427 ) ( 13,193 ) Net cash provided by (used in) operating activities 55,894 ( 77,985 ) ( 135,987 ) Investing activities Purchases of property and equipment and capitalized software ( 15,333 ) ( 19,285 ) ( 36,168 ) Proceeds from sale or divestment of investment — 18,924 — Proceeds from sale of assets, net 9,116 1,489 — Acquisitions of intangible assets and other investing activities ( 595 ) ( 2,525 ) ( 2,677 ) Net cash provided by (used in) investing activities ( 6,812 ) ( 1,397 ) ( 38,845 ) Financing activities Proceeds from borrowings under revolving credit agreement — — 40,000 Payments of borrowings under revolving credit agreement ( 42,776 ) ( 32,224 ) ( 65,000 ) Proceeds from issuance of 2027 Notes 19,950 — — Issuance costs for 2027 Notes ( 3,703 ) — — Proceeds from Rights Offering, net of issuance costs 79,619 — — Taxes paid related to net share settlements of stock-based compensation awards ( 2,332 ) ( 3,299 ) ( 6,065 ) Other financing activities ( 2,968 ) ( 167 ) ( 3,342 ) Net cash provided by (used in) financing activities 47,790 ( 35,690 ) ( 34,407 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,941 ) 1,014 ( 8,548 ) Net increase (decrease) in cash, cash equivalents and restricted cash 94,931 ( 114,058 ) ( 217,787 ) Cash, cash equivalents and restricted cash, beginning of period (1) 167,638 281,696 499,483 Cash, cash equivalents and restricted cash, end of period (1) $ 262,569 $ 167,638 $ 281,696 See Notes to Consolidated Financial Statements. 66 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, 2024, 2023 and 2022 (in thousands): December 31, 2024 December 31, 2023 December 31, 2022 Cash and cash equivalents $ 228,843 $ 141,563 $ 281,279 Restricted cash included in prepaid expenses and other current assets 33,726 26,075 417 Cash, cash equivalents and restricted cash $ 262,569 $ 167,638 $ 281,696 See Notes to Consolidated Financial Statements. 67 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 18, 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 of New Accounting Standards 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; leases; initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets; investments; receivables; 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. 68 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounts Receivable, Net 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. 69 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Investments 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 70 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. 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. 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 71 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. 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. 72 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. 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 is assessing the effect this guidance may have on our disclosures. The Company has not had any induced conversions of debt. 73 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. PROPERTY, EQUIPMENT AND SOFTWARE, NET The following summarizes property, equipment and software, net as of December 31, 2024 and 2023 (in thousands): 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 (1) The decrease in Leasehold improvements in primarily related to the expiration of our 600 West Chicago lease. (2) The net carrying amount of Internally-developed software was $ 17.1 million and $ 28.4 million as of December 31, 2024 and 2023. We performed an assessment during the years ended December 31, 2024 and 2023 and did not identify a triggering event that would have required us to test for impairment for such periods. 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. During the second quarter of 2022, we determined a 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. During the fourth 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 quarter of 2022, we determined that certain internally developed software was no longer in use. As a result, we recognized long-lived asset impairment related to internally developed software. In order to evaluate long-lived assets for impairment in 2022, we compared the fair value our asset groups to their carrying value. In determining the fair values of our asset groups, we used the discounted cash flow method 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, cost of revenue and operating expenses; forecasted capital expenditures and working capital needs; weighted-average cost of capital; rates of long-term growth; and income tax rates. 74 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). We did not recognize any impairment of our long-lived assets during the years ended December 31, 2024, and 2023: 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 and 2023, the balance of our goodwill was $ 178.7 million. There was no goodwill activity during the years ended December 31, 2024 and 2023. 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, 2023, and 2022 which did no t 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 no t 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 75 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) gain 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. The cash activity is presented within Proceeds from sale of assets, net in the 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. The following table summarizes intangible assets as of December 31, 2024 and 2023 (in thousands): 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 (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, 2024, SumUp is the only equity investment with a positive carrying value. 76 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes other equity investment activity for the year ended December 31, 2023 (in thousands). There was no activity for the year ended December 31, 2024 and 2022. 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 We 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 %. Additionally, during the fourth quarter of 2023, the Company entered into a separate Share Purchase Agreement pursuant to which it agreed to sell shares representing approximately 11.7 % of its 2.08 % interest in SumUp at approximately the same price as agreed to in connection with the first transaction noted above and received cash of $ 10.2 million in relation to the sale. As a result of the second transaction, our non-controlling equity interest in SumUp decreased from 2.08 % to 1.79 %. Available-for-Sale Securities Our available-for-sale securities had a fair value of $ 0.0 million as of December 31, 2024 and 2023 and no financial statement activity was recorded for the years ended December 31, 2024, 2023 and 2022. 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 and 2023 and no financial statement activity was recorded for the years ended December 31, 2024, 2023 and 2022. 6. SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION The following table summarizes Prepaid expenses and other current assets as of December 31, 2024 and 2023 (in thousands): December 31, 2024 2023 Prepaid expenses $ 11,319 $ 9,799 Income taxes receivable 2,686 5,349 Deferred cloud implementation costs, net (1) 371 14,627 Restricted cash (2) 33,726 26,075 Other 4,263 7,797 Total prepaid expenses and other current assets $ 52,365 $ 63,647 77 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (1) The decrease in Deferred cloud implementation costs, net relates to amortization. (2) Primarily consists of cash collateral related to our letters of credit and other cash collateral. See Note 7, Financing Arrangements, for additional information . The following table summarizes Other non-current assets as of December 31, 2024 and 2023 (in thousands): 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 The following table summarizes Accrued expenses and other current liabilities as of December 31, 2024 and 2023 (in thousands): December 31, 2024 2023 Customer credits $ 22,349 $ 26,595 Accrued marketing 15,118 8,771 Compensation and benefits 11,436 10,717 Foreign VAT assessments (1) 8,355 — Accrued consulting and professional fees 4,429 4,295 Refunds reserve 4,328 4,445 Deferred revenue 4,130 2,736 Current portion of lease obligations 3,317 7,121 Income taxes payable 2,691 1,072 Other 21,612 36,187 Total accrued expenses and other current liabilities $ 97,765 $ 101,939 (1) See Note 9, Commitments and Contingencies , for additional information The following table summarizes Other non-current liabilities as of December 31, 2024 and 2023 (in thousands): December 31, 2024 2023 Contingent income tax liabilities $ 13,358 $ 9,373 Deferred income taxes 1,918 2,525 Other 1,320 1,364 Total other non-current liabilities $ 16,596 $ 13,262 78 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes Other income (expense), net for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ended December 31, 2024 2023 2022 Interest income $ 5,149 $ 10,264 $ 9,533 Interest expense ( 8,531 ) ( 15,718 ) ( 14,380 ) Loss from changes in fair value of investment (1) — ( 25,847 ) — Loss on extinguishment of debt (2) ( 1,631 ) — — Foreign currency gains (losses), net and other (3) ( 34,172 ) 6,127 ( 19,308 ) Other income (expense), net $ ( 39,185 ) $ ( 25,174 ) $ ( 24,155 ) (1) Loss from changes in fair value of investment for the December 31, 2023 is due to a remeasurement of our investment in SumUp. See Note 5, Investments, for additional information. (2) Loss on extinguishment of debt for the year ended December 31, 2024 refers to the 2026 Notes and 2027 Notes exchange transaction. See Note 7, Financing Arrangements , for additional information. (3) Foreign currency gains (losses), net and other for the year ended December 31, 2024 is primarily due to unfavorable foreign currency fluctuations on intercompany balances with our subsidiaries. 7. FINANCING ARRANGEMENTS As of December 31, 2024, the Company has the following material financing arrangements outstanding: the 2027 Notes, the 2026 Notes, capped call transactions and letters of credit pursuant to the Cash 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 %. We assessed whether the exchange of the $ 176.3 million of the 2026 Notes resulted in an insubstantial modification or an extinguishment of the existing debt for each loan in the syndication by grouping the lenders that participated in both the 2026 Notes and the 2027 Notes. The exchanged amount 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 which resulted in a cash inflow from financing activities of $ 19.9 million in the Consolidated Statements of Cash Flows. We used the $ 19.9 million of net cash proceeds to offset the cash outflows associated with the debt issuance costs as well as for general corporate purposes. 6.25 % Convertible Senior Secured Notes due 2027 On November 19, 2024, the Company issued $ 197.3 million aggregate principal amount of the 2027 Notes to the Offering Participants in a private offering. The 2027 Notes bear interest at a rate of 6.25 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2025. The 2027 Notes will mature on March 15, 2027, subject to earlier repurchase or conversion. The initial conversion rate of the 2027 Notes is 33.333 shares of Common Stock, par value $ 0.0001 per share 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. 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. Based on the closing price of the Common Stock of $ 12.15 as of December 31, 2024, the if-converted value of the 2027 Notes was less than the principal amount. The 2027 Notes are not redeemable by the Company. 79 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Certain conditions apply to the conversion by holders of the 2027 Notes. If the Company undergoes a fundamental change, holders of the 2027 Notes have the right to require the Company to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any. The 2027 Notes are convertible into Common Stock or a combination of cash and Common Stock, at the Company’s election. Subject to certain conditions, holders of the 2027 Notes may convert the 2027 Notes at their option at any time on or after December 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date. In addition, if specified events occur in a calendar quarter prior to December 15, 2026, the holders may elect to convert on an effective date of such event. Pursuant to the 2027 Notes Indenture, the Company is entitled to not effect any conversion that will result in any holder thereof, together with any Attribution Parties, beneficially owning more than 9.9 % of the Company’s Common Stock (the “Exchange Cap”), after giving effect to such conversion. The Company’s obligation to deliver any shares of Common Stock that will 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 Cap. The 2027 Notes are fully and unconditionally guaranteed by certain material wholly owned domestic subsidiaries of the Company (the “Guarantors”), subject to the terms of the 2027 Notes Indenture. The 2027 Notes and related guarantees will be secured on a first-priority basis by liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions and permitted liens. The Company may be required to pay additional interest of 2.5 % per annum of the 2027 Notes in the event that it fails to pledge certain of its assets as part of the collateral for the 2027 Notes by November 20, 2025, unless such assets are sold. The 2027 Notes Indenture contains customary terms and conditions as well as various affirmative and negative covenants that, among other things, may restrict the ability of the Company and its subsidiaries to incur additional indebtedness, pay dividends, repurchase stock, prepay junior or unsecured indebtedness or make certain investments. In addition, the 2027 Notes Indenture contains limitations on the Company’s and its subsidiaries’ ability to dispose of certain assets, and, in certain circumstances, requires the Company to make an offer to repurchase the 2027 Notes using proceeds from certain asset sales at a price of par plus accrued and unpaid interest, and a premium equal to the lesser of all remaining interest on the 2027 Notes or one year of accrued interest on the 2027 Notes. The 2027 Notes Indenture includes customary events of default. If an event of default occurs and is continuing, the principal amount of the 2027 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 2027 Notes and any accrued and unpaid interest would automatically become immediately due and payable. We account for the 2027 Notes as a single liability-classified instrument measured at amortized cost. The carrying value of the 2027 Notes was determined by deducting third party transaction costs incurred in connection with the issuance of the 2027 Notes of $ 3.7 million from the 2027 Notes fair value amount of $ 196.2 million, which is based on the exchanged amount of $ 176.3 million plus the cash consideration received of $ 19.9 million. The transaction costs were recorded as a debt discount in the Consolidated Balance Sheets and are amortized as interest expense and presented in Other income (expense) on the Consolidated Statements of Operations. Together with the cash interest, this results in an effective interest rate of 7.17 % over the term of the 2027 Notes. We have presented the 2027 Notes in non-current liabilities in the accompanying Consolidated Balance Sheets. The carrying amount of the 2027 Notes consisted of the following as of December 31, 2024 (in thousands): December 31, 2024 Fair value of principal recorded at issuance $ 196,210 Less: debt discount ( 3,483 ) Total $ 192,727 80 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, 2024 Contractual interest $ 1,438 Amortization of debt discount 220 Total $ 1,658 We classified the fair value of the 2027 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 2027 Notes and our cost of debt. The estimated fair value of the 2027 Notes as of December 31, 2024 was $ 192.0 million and was determined using a lattice model. 1.125 % Convertible Senior Notes due 2026 In March and April 2021, we issued $ 230.0 million aggregate principal amount of 2026 Notes in a private offering to qualified institutional buyers. The 2026 Notes bear interest at a rate of 1.125 % per annum, payable semiannually in arrears on March 15 and September 15 of each year, with an annual effective interest rate of 1.83 %. The 2026 Notes will mature on March 15, 2026, subject to earlier repurchase, redemption or conversion. Each $1,000 of principal amount of the 2026 Notes initially is convertible into 14.6800 shares of Common Stock, which is equivalent to an initial conversion price of $ 68.12 per share, subject to adjustment upon the occurrence of specified events. In addition, upon the occurrence 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 in connection with such make-whole fundamental change or redemption. Upon conversion, we can elect to settle the conversion value in cash, shares of our Common Stock, or any combination of cash and shares of our Common Stock. Subject to certain conditions, holders of the 2026 Notes may convert the 2026 Notes at their option at any time until the close of business on the scheduled trading day immediately preceding the maturity date. In addition, if specified corporate events occur prior to the maturity date, we may be required to increase the conversion rate for holders who elect to convert based on the effective date of such event and the applicable stock price attributable to the event. Based on the closing price of the Common Stock of $ 12.15 as of December 31, 2024, the if-converted value of the 2026 Notes was less than the principal amount. Certain conditions apply to the conversion by holders and redemption by us of the 2026 Notes. In addition, upon the occurrence of a fundamental change prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes for cash. The 2026 Notes are our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of current or future subsidiaries, including trade payables. 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. 81 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We have presented the 2026 Notes in Convertible senior notes, net in the accompanying Consolidated Balance Sheets The carrying amount of the 2026 Notes consisted of the following as of December 31, 2024 and 2023 (in thousands): 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 During the years ended December 31, 2024 and 2023, we recognized interest costs and a loss on extinguishment on the 2026 Notes as follows (in thousands): 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 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, 2024 and 2023 was $ 48.7 million and $ 141.9 million and was determined using a lattice model. Capped Call Transactions In connection with 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 capped call transactions are accounted for as freestanding derivatives and recorded at the initial fair value, net of tax, 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. 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 82 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) May 14, 2024. From September 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. After June 30, 2023, the borrowings bore an (a) interest at a rate per annum equal to (i) SOFR plus 10 basis points or (ii) a customer 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 2.00 % and (b) commitment fees ranging from 0.25 % to 0.35 % on the daily amount of unused commitments. Additionally, in the event the ratio of funded indebtedness to EBITDA exceeded 3.00 :1.00, ABR and Canadian prime spreads increased to 1.25 %, 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. 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 10, Stockholders' Equity (Deficit), for additional information regarding the Rights Offering. The Fifth Amendment effected certain modifications to the definition of the term “Change in Control” and added the term “Disqualified Equity Interest” to the Credit Agreement, among other changes. In addition, the Fifth Amendment modified the restricted payment covenant to permit the Company to declare and pay dividends with respect to its Equity Interests, other than Disqualified Equity Interests, payable solely in additional shares of its Equity Interests, other than Disqualified Equity Interests. 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. On February 12, 2024, we prepaid $ 43.1 million 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, 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 committed to outstanding borrowings and letters of credit under the Cash Collateral Agreement and Credit Agreement as of December 31, 2024 and 2023 were as follows (in thousands): December 31, 2024 December 31, 2023 Letters of credit and other cash collateral (1) $ 33,726 $ 25,200 Borrowings — 42,776 (1) Pursuant to the Cash Collateral Agreement, cash collateral is required for all letters of credit and treated as restricted cash, which is presented in Prepaid expenses and other current assets on the Consolidated Balance Sheets. See Note 6, Supplemental Consolidated Balance Sheets and Statements of Operations Information, for additional information . 83 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 8. LEASES Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2025 and 2028. These arrangements typically do not transfer ownership of the underlying asset as we do not assume, nor do we intend to assume, the risks and rewards of ownership. Our finance leases were related to property and equipment, primarily computer hardware, all of which expired in the year ended December 31, 2022. In November 2023, we signed a lease for our new headquarters that continues to be located in Chicago, Illinois. We gained access to the facility effective December 2023 and the lease was originally set to expire on December 15, 2025. In October 2024, we amended the lease to extend the term through December 15, 2027. We previously leased our headquarters located at 600 West Chicago. During the year ended December 31, 2022, we reassessed the term of our 600 West Chicago operating lease as we were reasonably certain to exercise our option to early terminate the lease. As a result, our expected future minimum lease payments related to that lease were modified. Our reassessment included an increase in our Accrued expenses and other current liabilities of $ 11.6 million, a decrease to our long-term Operating lease obligations of $ 25.6 million, a decrease to our Right-of-use assets - operating leases, net of $ 9.5 million in the Consolidated Balance Sheets and a gain of $ 4.5 million in Restructuring and related charges in the Consolidated Statements of Operations. Refer to Note 13, Restructuring and Related Charges, for additional information on the gain recognized. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which required us to pay a penalty of $ 9.6 million with our early termination notice. We subleased a portion of 600 West Chicago to Uptake, Inc. ("Uptake"), a Lightbank LLC portfolio company as a related party transaction. The sublease was a market rate transaction on terms that we believe are no less favorable than would have been reached with an unrelated party. As part of our reassessment of 600 West Chicago lease and early termination option noted above, we modified the sublease term to expire on January 30, 2024, as well. Given the uncertainty of collectability of our sublease income with Uptake, we recognized impairment of $ 1.8 million related to that portion of the right-of-use assets - operating leases for the year ended December 31, 2022, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. In the first quarter of 2023, we initiated a lawsuit against Uptake for breach of the lease agreement and settled that lawsuit in the fourth quarter of 2023. See Note 9, Commitments and Contingencies, for additional information. The following summarizes right-of-use assets as of December 31, 2024 and 2023 (in thousands): December 31, 2024 December 31, 2023 Right-of-use assets - operating leases $ 10,555 $ 18,099 Less: accumulated depreciation and amortization ( 4,514 ) ( 15,902 ) Right-of-use assets - operating leases, net $ 6,041 $ 2,197 For the year ended December 31, 2022, we determined a downward revision of our forecast in the second quarter of 2022 and further downward revision in the fourth quarter of 2022 each required us to evaluate our long-lived assets for impairment. As a result of our interim quantitative assessments, we recognized impairment related to our right-of-use assets - operating leases of $ 7.8 million within our International segment, which is presented in Long-lived asset impairments on the Consolidated Statements of Operations. We also recognized impairment for our right-of-use assets - operating leases related to our 2020 Restructuring Plan of $ 1.2 million, which is presented in Restructuring and related charges on the Consolidated Statements of Operations. See Note 13, Restructuring and Related Charges , for more information. 84 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes our lease costs and sublease income for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ended December 31, 2024 2023 2022 Financing lease cost: Amortization of right-of-use assets $ — $ — $ 543 Interest on lease liabilities — — 12 Total finance lease cost — — 555 Operating lease cost (1) 2,809 10,962 20,880 Variable lease cost (2) 1,379 6,332 7,966 Short-term lease cost 334 58 57 Sublease income, gross (3) ( 47 ) ( 6,039 ) ( 3,949 ) Total lease cost $ 4,475 $ 11,313 $ 25,509 (1) Operating lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $ 2.8 million and $ 0.0 million for the year ended December 31, 2024, $ 8.6 million and $ 2.4 million for the year ended December 31, 2023 and $ 15.7 million and $ 5.2 million for the year ended December 31, 2022. (2) Variable lease costs presented as Selling, general and administrative and Restructuring and related charges in the Consolidated Statements of Operations totaled $ 1.5 million and $( 0.1 ) million for the year ended December 31, 2024, $ 3.7 million and $ 2.6 million for the year ended December 31, 2023 and $ 5.6 million and $ 2.4 million for the year ended December 31, 2022. (3) Sublease income, gross primarily presented as Restructuring and related charges in the Consolidated Statements of Operations for the year ended December 31, 2023 and entirely for the year ended December 31, 2022, Additionally, for the year ended December 31, 2023, subl ease income, gross includes the settlement related to Uptake. See Note 9, Commitments and Contingencies, for additional information. As of December 31, 2024, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands): Operating Leases 2025 $ 3,622 2026 2,008 2027 1,584 2028 285 2029 — Thereafter — Total minimum lease payments 7,499 Less: Amount representing interest ( 578 ) Present value of net minimum lease payments 6,921 Less: Current portion of lease obligations ( 3,317 ) Total long-term lease obligations $ 3,604 As of December 31, 2024, we do not have any material non-cancelable operating lease commitments that have not yet commenced. As of December 31, 2024 and 2023, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows: December 31, 2024 December 31, 2023 Weighted-average lease term 2 years 1 year Weighted-average discount rate 6.4 % 5.8 % 85 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9. COMMITMENTS AND CONTINGENCIES Contractual Obligations We have entered into non-cancelable arrangements with third-parties, primarily related to cloud computing and other information technology services. As of December 31, 2024 and through the date of this report, future payments under these contractual purchase obligations were as follows (in thousands): 2025 $ 10,441 2026 19,137 2027 2,620 2028 — 2029 — Thereafter — Total contractual purchase obligations $ 32,198 Additionally, Groupon S.r.l sought and obtained approval of installment plans whereby the provisional payments may be deposited pro rata in monthly installments. Refer to 14, Income Taxes, for additional information. Legal Matters and Other Contingencies From time to time, we are party to various legal proceedings incident to the operation of our business. For example, we currently are involved in proceedings brought by merchants, employment and related matters, intellectual property infringement suits, customer lawsuits, stockholder claims relating to U.S. securities law, consumer class actions and suits alleging, among other things, violations of state consumer protection or privacy laws. As of December 31, 2024, we had an appeal lodged in the Portuguese courts relating to a Portugal VAT assessment for the periods from 2013 to 2015 of approximately $ 4.0 million, inclusive of penalties and interest through December 31, 2024. After negative rulings at lower level courts in November 2023 and May 2024, we lodged a final appeal to the highest-level court. On October 31, 2024, we learned the highest-level court declined to hear our appeal and the related assessment became final and due during the fourth quarter of 2024. The related assessment is expected to be paid in 2025. During the year ended December 31, 2024, we recorded a contingent liability of $ 4.1 million in our Consolidated Balance Sheets and recognized expenses in our Consolidated Statements of Operations for $ 3.3 million of taxes and penalties within Selling, general and administrative and $ 0.8 million of interest expense within Other income (expense), net. We currently have a bank guarantee of $ 3.6 million in place relating to the assessment that is classified as restricted cash in our Consolidated Balance Sheets as of December 31, 2024. In 2015, we lodged an appeal in the Portuguese courts relating to a Portugal VAT assessment for the periods from 2011 to 2012 of up to $ 4.3 million, inclusive of penalties and interest through December 31, 2024. On October 31, 2024, we learned we received a negative ruling at the lowest level court. We lodged an appeal to the second-level court to assert factual and legal challenges to the assessment. During the year ended December 31, 2024, we recorded a contingent liability of $ 4.6 million in our Consolidated Balance Sheets and recognized expenses in our Consolidated Statement of Operations for $ 3.7 million of taxes and penalties within Selling, general and administrative and $ 0.9 million of interest expense within Other income (expense), net. The Company recorded this liability after concluding that an adverse outcome is now probable, in light of the developments described above. We currently have a bank guarantee of $ 3.9 million in place relating to the assessment that is classified as restricted cash in our Consolidated Balance Sheets as of December 31, 2024. A Groupon subsidiary in Italy, Groupon S.r.l., is presently litigating a tax dispute with the Italian tax authorities relating to a $ 122.3 million Assessment, inclusive of taxes, penalties and interest through December 31, 2024. In December 2024, we received an unfavorable ruling in the second-level appellate court in favor of the Italian tax authorities. The decision was based on legal determinations by the Court that the Company assesses can be appealed to the Italian Supreme Court including the application or misapplication of the applicable statute of limitations. Groupon S.r.l. intends to file a prompt appeal to the Italian Supreme Court. If Groupon S.r.l. loses that appeal, Groupon S.r.l. plans to further challenge the Assessment and seek relief in an international mutual 86 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) agreement procedure that involves the tax authorities of Ireland and Italy. The international mutual agreement procedure would adjudicate issues that are not currently under review by the Italian courts. The Company continues to believe that the Assessment, which primarily relates to transfer pricing on transactions occurring in 2011, is without merit. The subsidiary continues to vigorously defend itself in this matter and believes it will prevail on the merits of the case. Refer to Note 14, Income Taxes for additional information. We subleased a portion of 600 West Chicago to Uptake. In the first quarter of 2023, we initiated a lawsuit against Uptake in the Circuit Court of Cook County for breach of the lease agreement. In the fourth quarter of 2023, that lawsuit was settled amicably for $ 4.25 million. The matter has been concluded and the full settlement was received as of December 31, 2023. The settlement was recorded within Restructuring and related charges in the Consolidated Statements of Operations. In addition, third parties have from time to time claimed, and others may claim in the future, that we have infringed their intellectual property rights. We are subject to intellectual property disputes, including patent infringement claims, and expect that we will continue to be subject to intellectual property infringement claims as our services expand in scope and complexity. In the past and/or at present, we have litigated patent infringement and other intellectual property-related claims, including pending litigation or trademark disputes relating to, for example, our Goods category, some of which involved or could have involved potentially substantial claims for damages or injunctive relief. We may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and we become subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. We believe that additional lawsuits alleging that we have violated patent, copyright or trademark laws may be filed against us. Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes in our methods of doing business or the goods we sell, or could require us to enter into costly royalty or licensing agreements. We also are subject to consumer claims or lawsuits relating to alleged violations of consumer protection or privacy rights and statutes, some of which could involve potentially substantial claims for damages, including statutory or punitive damages. Consumer and privacy-related claims or lawsuits, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, or require us to change our business practices, sometimes in expensive ways. We are also subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where we conduct our business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property and privacy rules and regulations. Any regulatory actions against us, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, require us to change our business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources, materially damage our brand or reputation, or otherwise harm our business. 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 and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. However, we believe that the amount of reasonably possible losses in excess of the amounts accrued for those matters would not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows. Our accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation and other regulatory matters can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In connection with the disposition of our operations in Latin America in 2017, we recorded $ 5.4 million in indemnification liabilities for certain tax and other matters upon the closing of the transactions as an adjustment to 87 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) the net loss on the dispositions within discontinued operations at their fair value. We estimated the indemnification liabilities using a probability-weighted expected cash flow approach. Our remaining indemnification liabilities were $ 2.8 million as of December 31, 2024. We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications in excess of amounts accrued as of December 31, 2024 were approximately $ 11.7 million. In the normal course of business to facilitate transactions related to our operations, we indemnify certain parties, including employees, lessors, service providers, merchants, and counterparties to investment agreements and asset and stock purchase agreements with respect to various matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or other claims made against those parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. We are also subject to increased exposure to various claims as a result of our divestitures and acquisitions. We may also become more vulnerable to claims as we expand the range and scope of our services and are subject to laws in jurisdictions where the underlying laws with respect to potential liability are either unclear or less favorable. In addition, we have entered into indemnification agreements with our officers, directors and underwriters, and our bylaws contain similar indemnification obligations that cover officers, directors, employees and other agents. Except as noted above, it is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, any payments that we have made under these agreements have not had a material impact on our operating results, financial position or cash flows. 10. STOCKHOLDERS' EQUITY (DEFICIT) Preferred Stock Our Board of Directors has the authority, without approval by the stockholders, to issue up to a total of 50,000,000 shares of preferred stock in one or more series. The Board may establish the number of shares to be included in each such series and may fix the designations, preferences, powers and other rights of the shares of a series of preferred stock. The Board could authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of our Common Stock. As of December 31, 2024 and 2023, there were no shares of preferred stock outstanding. Common Stock Pursuant to our restated certificate of incorporation, as of December 31, 2024, the Board had the authority to issue up to a total of 100,500,000 shares of Common Stock. Each holder of Common Stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders. In addition, holders of our Common Stock will vote as a single class of stock on any matter that is submitted to a vote of stockholders. Share Repurchase Program 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, we did no t repurchase any shares under the program. As of December 31, 2024, $ 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, 2027 Notes, share price, available cash and other factors, and the share repurchase program may be terminated at any time. Rights Offering On November 7, 2023, the Board approved an $ 80.0 million fully backstopped 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. See Note 7 , Financing Arrangements, for additional information. The Rights Offering was made through the distribution of non-transferable subscription rights to purchase shares of Common Stock at a subscription price of $ 11.30 per share and otherwise on such terms and subject to 88 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) such conditions as may be required to comply with any applicable Nasdaq Global Market stock exchange rules and regulations. The subscription period for the Rights Offering expired at the Expiration Date. The Rights Offering was fully backstopped by the Backstop Party, an entity affiliated with (i) Dusan Senkypl, the Company’s Chief Executive Officer and a member of the Board, and (ii) Jan Barta, a member of the Board. The Backstop Party had a binding commitment to (i) fully exercise its pro rata subscription right prior to the Expiration Date and (ii) fully purchase any and all unsubscribed shares in the Rights Offering following the Expiration Date at the same price and on the same terms and conditions as other participants in the Rights Offering. On January 22, 2024, Groupon announced the closing of the fully backstopped Rights Offering, in which 7,079,646 shares of Common Stock were purchased at $ 11.30 per share, generating $ 80.0 million in gross proceeds to the Company. As detailed below, the Rights Offering was oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges well exceeded $ 80.0 million, the maximum aggregate offering size of the Rights Offering. Through the exercise of both basic subscription rights and over-subscription privileges the Backstop Party, subscribed for approximately 7.1 million shares and other stockholders subscribed for approximately 9.7 million shares. The Company issued 4,574,113 shares of Common Stock via the exercise of the basic subscription rights and 2,505,533 shares of Common Stock via the exercise of over-subscription privileges. The Backstop Party purchased approximately 3.1 million shares of Common Stock in connection with the Rights Offering. 11. COMPENSATION ARRANGEMENTS Groupon, Inc. Stock Plan In August 2011, we established the 2011 Plan under which options, RSUs, PSUs and 2024 Executive PSUs for up to 13,775,000 shares of Common Stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee. In June 2024, at the Company's annual meeting of stockholders, the Company's stockholders approved an amendment to the 2011 Plan to increase the number of authorized shares by 7,000,000 . Accordingly, a total of 20,775,000 shares of Common Stock have been authorized for issuance under the 2011 Plan. As of December 31, 2024, 5,843,911 shares of Common Stock were available for future issuance under the 2011 Plan. The stock-based compensation expense, net of capitalization related to stock awards issued under the 2011 Plan are presented within the following line items of the 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 $ 121 $ 119 $ 395 Marketing 52 53 1,054 Selling, general and administrative 26,561 14,309 28,557 Total stock-based compensation expense (1) $ 26,734 $ 14,481 $ 30,006 (1) Excludes expense related to the 2024 Executive PSUs that are required to be settled in cash. Employee Stock Purchase Plan The ESPP authorizes us to grant up to 1,000,000 shares of Common Stock under that plan. For the years ended December 31, 2024, 2023 and 2022, 11,612 , 45,879 and 83,551 shares of Common Stock were issued under the ESPP. 89 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Restricted Stock Units The RSUs generally have vesting periods between one and four years and are amortized on a straight-line basis over their requisite service period. The table below summarizes RSUs activity under the 2011 Plan for the year ended December 31, 2024: RSUs Weighted- Average Grant Date Fair Value (per share) Unvested at December 31, 2023 745,840 $ 10.61 Granted 760,858 10.56 Vested ( 607,188 ) 8.95 Forfeited ( 188,164 ) 12.51 Unvested at December 31, 2024 711,346 $ 11.18 The weighted-average grant date fair value of RSUs granted in 2023 and 2022 was $ 5.26 and $ 16.95 . The fair value of RSUs that vested during each of the three years ended December 31, 2024, 2023 and 2022 was $ 8.1 million, $ 8.9 million and $ 15.6 million. As of December 31, 2024, $ 5.4 million of unrecognized compensation costs related to unvested employee RSUs are expected to be recognized over a remaining weighted-average period of 1.28 years. Stock Options On March 30, 2023, we issued 3,500,000 units of stock options with a per share value of $ 0.95 , a strike price of $ 6.00 and vesting over two years . The exercise price of stock options granted is equal to the fair market value of the underlying stock on the date of grant. The contractual term for these stock options expires three years from the grant date. The fair value of stock options on the grant date is amortized on a straight-line basis over the requisite service period. The fair value of stock options granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Expected volatility is based on Groupon's historical volatility over the estimated expected life of the stock options. The expected term represents the period of time the stock options are expected to be outstanding. The risk-free interest rate is based on yields on U.S. Treasury STRIPS with maturity similar to the estimated expected life of the stock options. The weighted-average assumptions for stock options granted are outlined in the following table: Dividend yield 0.0 % Risk-free interest rate 4.1 % Expected term (in years) 2.00 Expected volatility 78.2 % There were no stock options granted or exercised for the year ended December 31, 2024 and 2022. The total intrinsic value of options that were exercised during the year ended December 31, 2023 was $ 2.0 million. Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 (1) 3,062,500 $ 6.00 2.25 $ 20,948 Outstanding at December 31, 2024 3,062,500 6.00 1.25 18,834 Exercisable at December 31, 2024 2,625,000 $ 6.00 1.25 $ 16,144 (1) Consists of 2,187,500 outstanding (unvested) stock options and 875,000 exercisable stock options as of December 31, 2023, as presented within our 2023 Annual Report on Form 10-K As of December 31, 2024, there was $ 0.4 million of total unrecognized compensation costs related to unvested stock options granted under the 2011 Plan. That cost is expected to be recognized over a weighted- 90 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) average period of 0.25 years. The total fair value of shares vested during the years ended December 31, 2024, 2023 and 2022 was $ 2.2 million, $ 0.8 million and $ 0.0 million . These stock options were granted to our CEO, who is based in the Czech Republic. Taxes on stock options in the Czech Republic are payable upon the sale of the underlying shares. The Company's tax liability is determined by multiplying the applicable tax rate by the difference between the value of the shares underlying the options on the date of exercise and the aggregate exercise price of the options. These taxes will be recognized in the Consolidated Statement of Operations upon any subsequent sale of the shares acquired upon exercise of the options. Performance Share Units Both our PSUs and the 2024 Executive PSUs are subject to continued service through the period dictated by the award and certification by the Compensation Committee that the specified performance and market conditions have been achieved. PSUs We have granted PSUs that vest in shares of our Common Stock upon the achievement of financial and operational targets specified in the respective award agreement. Based on our financial and operational results for the year ended December 31, 2023, 422,368 shares became issuable upon vesting of PSUs following the Compensation Committee's certification in April 2024. The table below summarizes PSU activity for the year ended December 31, 2024: PSUs Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2023 506,324 $ 6.34 Granted 16,417 16.68 Vested ( 422,368 ) 6.35 Forfeited ( 83,956 ) 6.31 Unvested at December 31, 2024 16,417 $ 16.68 Maximum shares issuable upon vesting at December 31, 2024 24,626 As of December 31, 2024, there was no remaining unrecognized compensation cost related to unvested PSUs as the specified performance conditions were not met by the end of the performance period. As of December 31, 2024, the remaining weighted-average service period of the awards is 0.25 years. 2024 Executive PSUs Equity-classified 2024 Executive PSUs On June 12, 2024 and October 14, 2024, we granted 2024 Executive PSUs. The 2024 Executive PSUs may only be earned if certain stock price hurdles are met and the recipient satisfies certain service conditions. The achievement of the stock price hurdles is measured during a period beginning on February 2, 2025. The 2024 Executive PSUs have four stock price hurdles: $ 14.86 , $ 20.14 , $ 31.01 , and $ 68.82 . The shares awarded under the 2024 Executive PSU award are divided equally between four tranches corresponding to achievement of each stock price hurdle. Once the stock price hurdle is achieved, a service condition must also be met before the shares will vest. Specifically, the service condition for: (i) 33 % of the award will be met after May 1, 2025; (ii) an additional 33 % of the award will be met after May 1, 2026; and (ii) the final 34 % of the award will be met after May 1, 2027. The 2024 Executive PSUs are subject to downward adjustments by the Compensation Committee. We determined these awards are subject to a market condition, and therefore used a Monte Carlo simulation to calculate the grant date fair value of the awards and the related derived service period. The requisite service condition period for each award exceeds the derived service period and therefore we recognize the expense over the requisite service period. 91 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The key inputs used in the Monte Carlo simulation and requisite service period for the equity-classified 2024 Executive PSUs by grant date are outlined in the following table: Equity-classified 2024 Executive PSUs June 12, 2024 October 14, 2024 Dividend yield 0.00 % 0.00 % Risk-free interest rate 4.46 % 3.86 % Expected volatility 95.73 % 98.70 % Requisite service period (in years) 2.88 2.54 The table below summarizes equity-classified 2024 Executive PSU activity for the year ended December 31, 2024: Equity-classified 2024 Executive PSUs Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2023 — $ — Granted 3,698,064 13.29 Vested — — Forfeited — — Unvested at December 31, 2024 3,698,064 $ 13.29 As of December 31, 2024, we had unrecognized compensation costs related to unvested equity-classified 2024 Executive PSUs of $ 29.3 million. The cost is expected to be recognized over a remaining weighted-average period of 1.58 years. Liability-classified 2024 Executive PSUs In October 2024, the Compensation Committee approved a cash incentive award, which is required to be settled in cash upon vesting. The award is subject to the same market, performance and service conditions as the 2024 Executive PSUs. Upon vesting, the cash settlement, if any, will be calculated by multiplying the closing stock price on each vesting date by the number of shares that would have otherwise vested if the award provided for equity settlement. The Company's compensation plan limits cash awards to $ 5.0 million per annum with any amount in excess of $ 5.0 million to be paid the following year. The related award obligation is presented within Accrued expenses and other current liabilities The 2.54 year service condition period exceeds the derived service period and therefore we will recognize the expense over the 2.54 year requisite period. The total compensation expense to be recognized for the award will be based on remeasurement of the award at each interim reporting period through the final vesting date of May 1, 2027. The key inputs used in the initial Monte Carlo simulation on the grant date were the risk-free rate of 3.86 %, dividend yield of 0.00 %, and our stock price volatility of 98.70 %. As of December 31, 2024, the 2.33 year service condition period exceeds the derived service period and therefore we will recognize the expense over the 2.33 year requisite period. The key inputs used in the Monte Carlo simulation as of December 31, 2024 were the risk-free rate of 4.21 %, dividend yield of 0.00 % and our stock price volatility of 100.27 %. 92 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The table below summarizes liability-classified 2024 Executive PSU activity for the year ended December 31, 2024: Liability-classified 2024 Executive PSUs Weighted-Average Grant Date Fair Value (per unit) Unvested at December 31, 2023 — $ — Granted 261,365 6.70 Vested — — Forfeited — — Unvested at December 31, 2024 261,365 $ 6.70 As of December 31, 2024, we had unrecognized compensation costs related to unvested liability-classified 2024 Executive PSUs of $ 1.4 million. The cost is expected to be recognized over a remaining weighted-average period of 2.33 years. Defined Contribution Plans We have a 401(k) defined contribution retirement savings plan covering substantially all domestic employees. Each participant may elect to defer a portion of his or her compensation subject to certain limitations. We contribute up to 50 % of the first 6 % of eligible compensation contributed to the plan, subject to a 3 year graded vesting schedule. We also have several foreign defined contribution plans, which require us to contribute a percentage of participating employee's salary according to local regulations. During the years ended December 31, 2024, 2023 and 2022, our contributions for all plans were $ 2.9 million, $ 1.9 million and $ 5.8 million. 12. REVENUE RECOGNITION See Note 18, Segment and Geographical Information , for revenue summarized by reportable segment and category. Contract Balances Our deferred revenue relates to gift card revenue and is recognized upon customer redemption. As of December 31, 2024, 2023 and 2022, our deferred revenue was $ 4.1 million, $ 2.7 million and $ 1.6 million. All deferred revenue was recognized in the following annual period for the respective year-end. 93 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Customer Credits The following table summarizes the activity in the liability for customer credits for the years ended December 31, 2024 and 2023 (in thousands): Customer Credits Balance as of December 31, 2022 $ 36,220 Credits issued 76,767 Credits redeemed (1) ( 83,902 ) Breakage revenue recognized ( 2,597 ) Foreign currency translation 107 Balance as of December 31, 2023 $ 26,595 Credits issued 67,373 Credits redeemed (1) ( 66,354 ) Breakage revenue recognized ( 5,111 ) Foreign currency translation ( 154 ) Balance as of December 31, 2024 $ 22,349 (1) Customer credits can be redeemed through our online marketplaces for goods or services provided by a third-party merchant and 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 typically used within one year of issuance. Cost of Obtaining Contracts Deferred contract acquisition costs are presented in Prepaid expenses and other current assets and Other non-current assets on the Consolidated Balance Sheets. As of December 31, 2024 and 2023, deferred contract acquisition costs were $ 4.2 million and $ 3.9 million. The amortization of deferred contract acquisition costs is classified within Selling, general and administrative expense in the Consolidated Statements of Operations. For the years ended December 31, 2024, 2023 and 2022, we amortized $ 5.9 million, $ 7.9 million and $ 10.7 million of deferred contract acquisition costs. Allowance for Expected Credit Losses on Accounts Receivable The following table summarizes the activity in the allowance for expected credit losses on accounts receivables for the years ended December 31, 2024 and 2023 (in thousands): Allowance for Expected Credit Losses Balance as of December 31, 2022 $ 4,538 Change in provision ( 959 ) Write-offs ( 779 ) Foreign currency translation 56 Balance as of December 31, 2023 $ 2,856 Change in provision ( 71 ) Write-offs ( 106 ) Foreign currency translation ( 6 ) Balance as of December 31, 2024 $ 2,673 Variable Consideration for Unredeemed Vouchers During the years ended December 31, 2024, 2023, and 2022, we recognized $ 9.9 million, $ 6.1 million, and $ 9.1 million of variable consideration from unredeemed vouchers that were sold in a prior year. When actual redemptions differ from our estimates, the effects could be material to the Consolidated Financial Statements. 94 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. RESTRUCTURING AND RELATED CHARGES Italy Restructuring Plan In July 2024, Groupon S.r.l.'s Board approved the exit of the local business in Italy and the related restructuring actions associated with the exit. We have incurred pre-tax charges of $ 2.2 million since the inception of the Italy Restructuring Plan, substantially all of which have been paid in cash as of December 31, 2024 and relate to employee severance and compensation benefits. The Italy Restructuring Plan included a reduction of 33 positions locally, all of which were completed as of December 31, 2024. Costs incurred related to the Italy Restructuring Plan are classified as Restructuring and related charges on the Consolidated Statements of Operations. All activity is within our International segment. 2022 and 2020 Restructuring Plans In August 2022 and April 2020, we initiated Board-approved restructuring plans. Costs incurred related to the restructuring plans are classified as Restructuring and related charges on the Consolidated Statements of Operations. The restructuring activities are summarized by plan in the sections below. 2022 Restructuring Plan In August 2022, we initiated a multi-phase cost savings plan designed to reduce our expense structure to align with our go-forward business and financial objectives. We have incurred total pre-tax charges of $ 21.2 million since the inception of the 2022 Restructuring Plan. A majority of the pre-tax charges have been paid in cash and relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. The 2022 Restructuring plan included an overall reduction of approximately 1,150 positions globally through natural attrition or involuntary termination. These reductions were substantially completed as of December 31, 2024. The following tables summarize activity by segment related to the 2022 Restructuring Plan for the years ended December 31, 2024, 2023, and 2022 (in thousands): Year Ending December 31, 2024 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 55 $ 1 $ 56 International (2) ( 292 ) — ( 292 ) Consolidated $ ( 237 ) $ 1 $ ( 236 ) (1) The employee severance and benefits costs for the year ended December 31, 2024 are related to the termination of approximately 15 employees. (2) The credit recorded during the year ended December 31, 2024 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. Year Ending December 31, 2023 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 5,477 $ 938 $ 6,415 International 5,385 — 5,385 Consolidated $ 10,862 $ 938 $ 11,800 (1) The employee severance and benefits costs for the year ended December 31, 2023 are related to the termination of approximately 470 employees. 95 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Year Ending December 31, 2022 Employee Severance and Benefit Costs (Credits) (1) Other Exit Costs Total Restructuring Charges (Credits) North America $ 8,024 $ 161 $ 8,185 International 1,464 — 1,464 Consolidated $ 9,488 $ 161 $ 9,649 (1) The employee severance and benefits costs for the year ended December 31, 2022 are related to the termination of approximately 380 employees. The following table summarizes restructuring liability activity for the years ended December 31, 2024 and 2023 for the 2022 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2022 $ 175 $ — $ 175 Charges payable in cash 10,862 938 11,800 Cash payments ( 10,602 ) ( 894 ) ( 11,496 ) Foreign currency translation 109 — 109 Balance as of December 31, 2023 544 44 588 Charges payable in cash and changes in estimate (1) ( 237 ) 1 ( 236 ) Cash payments ( 249 ) ( 45 ) ( 294 ) Foreign currency translation ( 54 ) — ( 54 ) Balance as of December 31, 2024 $ 4 $ — $ 4 (1) The credit recorded during the year ended December 31, 2024 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. 2020 Restructuring Plan In April 2020, the Board approved a multi-phase restructuring plan related to our previously-announced strategic shift and as part of the cost cutting measures implemented in response to the impact of COVID-19 on our business. We have incurred total pretax charges of $ 104.7 million since the inception of the 2020 Restructuring Plan. Our 2020 Restructuring Plan included workforce reductions of approximately 1,600 positions globally, the exit or discontinuation of the use of certain leases and other assets, impairments of our right-of-use and other long-lived assets, and the exit of our operations in New Zealand and Japan. The following tables summarize activity by segment related to the 2020 Restructuring Plan for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ending December 31, 2024 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America (1) $ — $ — $ ( 293 ) $ ( 293 ) International (2) ( 589 ) 22 ( 39 ) ( 606 ) Consolidated $ ( 589 ) $ 22 $ ( 332 ) $ ( 899 ) (1) The credit recorded during the year ended December 31, 2024 primarily relates to an over contribution of estimated real estate taxes in 2023 for the terminated lease at 600 West Chicago. (2) The credit recorded during the year ended December 31, 2024 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. 96 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Year Ending December 31, 2023 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America (1) $ 102 $ 9 $ ( 2,254 ) $ ( 2,143 ) International (2) ( 2,890 ) 10 1,229 ( 1,651 ) Consolidated $ ( 2,788 ) $ 19 $ ( 1,025 ) $ ( 3,794 ) (1) The credit recorded during the year ended December 31, 2023 primarily relates to a $ 4.25 million settlement related to Uptake. See Note 9, Commitments and Contingencies, for additional information. (2) The credit recorded during the year ended December 31, 2023 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. Year Ending December 31, 2022 Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits) Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits) North America $ 1 $ 155 $ 418 $ 574 International (1) ( 95 ) 92 2,130 2,127 Consolidated $ ( 94 ) $ 247 $ 2,548 $ 2,701 (1) The credit recorded during the year ended December 31, 2022 primarily relates to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period. As a part of our 2020 Restructuring Plan, we terminated or modified several of our leases. The year ended December 31, 2023 includes a $ 4.25 million settlement related to Uptake in our North America segment. See Note 9, Commitments and Contingencies, for additional information. For the year ended December 31, 2022, we recognized long-lived asset impairment related to those leases of $ 1.8 million and $ 1.2 million in our North America and International segments, respectfully. In addition, during the year ended December 31, 2022, we recognized a gain of $ 4.5 million for one of our previously-impaired leases in our North America segment due to our reassessment of our 600 West Chicago lease given our option to early terminate. In January 2023, we exercised our option to early terminate our lease at 600 West Chicago, which expired on January 31, 2024, which requires us to pay $ 9.6 million with our early termination notice. See Note 3, Property, Equipment and Software, Net and Note 8, Leases, for additional information. Rent expense, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, termination and modification gains and losses, and other variable lease costs related to the leased facilities vacated as part of our 2020 Restructuring Plan are presented within Restructuring and related charges in the Consolidated Statements of Operations. The current and non-current liabilities associated with these leases continue to be presented within Accrued expenses and other current liabilities and Operating lease obligations in the Consolidated Balance Sheets. 97 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes restructuring liability activity for the years ended December 31, 2024 and 2023 for the 2020 Restructuring Plan (in thousands): Employee Severance and Benefit Costs Other Exit Costs Total Balance as of December 31, 2022 $ 4,306 $ 301 $ 4,607 Charges payable in cash and changes in estimate (1) ( 2,788 ) 19 ( 2,769 ) Cash payments ( 727 ) ( 113 ) ( 840 ) Foreign currency translation 48 7 55 Balance as of December 31, 2023 $ 839 $ 214 $ 1,053 Charges payable in cash and changes in estimate (1) ( 589 ) 22 ( 567 ) Cash payments ( 119 ) ( 162 ) ( 281 ) Foreign currency translation ( 37 ) ( 5 ) ( 42 ) Balance as of December 31, 2024 (2) $ 94 $ 69 $ 163 (1) The credits recorded during the year ended December 31, 2024 and 2023 primarily relate to the release of our estimated accrual for certain severance benefits upon expiration of the eligible payout period (2) Substantially all of the cash payments for the 2020 Restructuring Plan costs have been disbursed. 14. INCOME TAXES The components of pretax income (loss) for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2024 2023 2022 United States $ 53,852 $ 16,285 $ ( 65,256 ) International ( 84,243 ) ( 59,711 ) ( 126,714 ) Income (loss) before provision (benefit) for income taxes $ ( 30,391 ) $ ( 43,426 ) $ ( 191,970 ) The Provision (benefit) for income taxes for the years ended December 31, 2024, 2023 and 2022 consisted of the following components (in thousands): Year Ended December 31, 2024 2023 2022 Current taxes: U.S. federal $ 10,336 $ 1,305 $ 161 State 2,577 2,094 704 International 8,572 4,374 ( 7,554 ) Total current taxes 21,485 7,773 ( 6,689 ) Deferred taxes: U.S. federal 40 35 31,132 State 46 106 20,307 International 4,552 1,594 ( 2,340 ) Total deferred taxes 4,638 1,735 49,099 Provision (benefit) for income taxes $ 26,123 $ 9,508 $ 42,410 98 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The items accounting for differences between the income tax provision (benefit) computed at the U.S. federal statutory rate and the Provision (benefit) for income taxes for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2024 2023 2022 U.S. federal income tax provision (benefit) at statutory rate $ ( 6,382 ) $ ( 9,120 ) $ ( 40,314 ) Foreign income and losses taxed at different rates (1) 8,348 6,842 9,035 State income taxes, net of federal benefits, and state tax credits 6,592 3,709 4,133 Change in valuation allowances 3,589 87,993 64,328 Effect of income tax rate changes on deferred items 449 ( 104 ) 443 Adjustments related to uncertain tax positions ( 1,133 ) ( 5,117 ) ( 13,062 ) Non-deductible stock-based compensation expense 3,527 1,728 2,191 Tax (windfalls)/shortfalls on stock-based compensation awards ( 370 ) 1,606 2,741 Federal research and development credits, net of adjustments — — ( 812 ) Forgiveness of intercompany liabilities — ( 43 ) 1,468 Tax attribute expiration — — 5,519 Asset impairments — ( 82,988 ) 7,213 Non-deductible or non-taxable items 8,847 5,002 ( 473 ) Convertible debt payoff 2,656 — — Provision (benefit) for income taxes $ 26,123 $ 9,508 $ 42,410 (1) Tax rates in foreign jurisdictions were generally lower than the U.S. federal statutory rate through December 31, 2024. This resulted in an adverse impact to the Provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2024, 2023 and 2022 prior to the impact of valuation allowances, due to the net pretax losses from operations in certain foreign jurisdictions with lower tax rates. 99 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The deferred income tax assets and liabilities consisted of the following components as of December 31, 2024 and 2023 (in thousands): December 31, 2024 2023 Deferred tax assets: Accrued expenses and other liabilities $ 31,104 $ 33,517 Stock-based compensation 2,584 2,153 Net operating loss and tax credit carryforwards (1) 214,944 217,560 Property, equipment and software, net 14,022 8,462 Intangible assets, net 20,368 20,586 Right-of-use assets 628 1,238 Investments 5,802 26,350 Convertible senior notes 2,047 3,353 Unrealized foreign currency exchange losses 1,510 955 Capitalized research and development costs 16,259 12,645 Other 274 171 Total deferred tax assets 309,542 326,990 Less: Valuation allowances ( 286,827 ) ( 296,129 ) Deferred tax assets, net of valuation allowance 22,715 30,861 Deferred tax liabilities: Prepaid expenses and other assets ( 11,201 ) ( 11,399 ) Operating lease obligation ( 31 ) ( 1,417 ) Deferred revenue ( 7,330 ) ( 8,931 ) Total deferred tax liabilities ( 18,562 ) ( 21,747 ) Net deferred tax asset (liability) $ 4,153 $ 9,114 (1) Includes $ 83.0 million of tax losses recorded in 2023 due to an impairment of investment in subsidiaries. An offsetting valuation allowance was recorded in 2023. We recognize deferred tax assets to the extent that they will be realizable through future reversals of existing taxable temporary differences, through taxable income in carryback years for the applicable jurisdictions or based on projections of future income for those jurisdictions that have achieved sustained profitability. In evaluating the need for a valuation allowance, management considers both positive and negative evidence that could affect its view of the future realization of deferred tax assets and places greater weight on recent and objectively verifiable current information. For the years ended December 31, 2024 and 2023, we continue to maintain a valuation allowance against substantially all of our U.S. federal and state and foreign deferred tax assets. As of December 31, 2022, we were in a cumulative pre-tax loss position, adjusted for certain permanent items, in the U.S. Additionally, we do not have any sources of income that support utilization of our U.S. deferred tax assets. In analyzing all available evidence, management determined that it is not more likely than not that the U.S. deferred tax assets will be realized due to the significant negative evidence outweighing the positive evidence. As a result, for the year ended December 31, 2022, we recognized a valuation allowance against all U.S. federal and state deferred tax assets, which resulted in a $ 51.9 million charge to income tax expense. We had $ 16.0 million of federal net operating loss carryforwards as of December 31, 2024 which will begin expiring in 2027. We had $ 20.6 million of state net operating loss carryforwards as of December 31, 2024, which will begin expiring in 2025. As of December 31, 2024, we had $ 863.4 million of foreign net operating loss carryforwards, a significant portion of which carry forward for an indefinite period. We are subject to taxation in the United States, state jurisdictions and foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording the related income tax assets and liabilities. We recognize the financial statement benefit of a tax position only after determining that the 100 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not criterion, the amount recognized in the 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. The following table summarizes activity related to our gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ended December 31, 2024 2023 2022 Beginning Balance $ 33,599 $ 39,172 $ 49,502 Increases related to prior year tax positions 1,450 — — Decreases related to prior year tax positions ( 858 ) — ( 124 ) Increases related to current year tax positions 658 790 3,028 Decreases based on settlements with taxing authorities ( 1,965 ) — ( 109 ) Decreases due to lapse of statute limitations ( 10,234 ) ( 6,743 ) ( 12,410 ) Foreign currency translation ( 226 ) 380 ( 715 ) Ending Balance $ 22,424 $ 33,599 $ 39,172 The total amount of unrecognized tax benefits as of December 31, 2024, 2023 and 2022 that, if recognized, would affect the effective tax rate are $ 11.9 million, $ 7.6 million and $ 9.8 million. We recognized $ 0.7 million, $ 0.6 million and $ 0.8 million of interest and penalties within Provision (benefit) for income taxes on our Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022. Total accrued interest and penalties as of December 31, 2024 and 2023 were $ 1.9 million and $ 2.0 million, and are included within Other non-current liabilities in our Consolidated Balance Sheets. We are currently under audit by several foreign jurisdictions. It is likely that the examination phase of some of those audits will conclude in the next 12 months. There are many factors, including factors outside of our control, which influence the progress and completion of those audits. We recognized income tax benefits of $ 12.5 million, $ 6.7 million and $ 12.5 million for the years ended December 31, 2024, 2023 and 2022, as a result of new information that impacted our estimates of the amounts that are more likely than not of being realized upon settlement of the related tax positions and due to expirations of the applicable statues of limitations. We are subject to claims for tax assessments by foreign jurisdictions, including a proposed Assess ment for $ 122.3 million , inclusive of estimated incremental interest from the original Assessment. The subsidiary subject to the Assessment is Groupon S.r.l., one of the Company's Italian subsidiaries formerly with operations relating specifically to the local voucher business in Italy. In December 2024, Groupon S.r.l. received an unfavorable ruling at the second-level Tax Court. The Company continues to believe that the Assessment is without merit and Groupon S.r.l. intends to pursue a prompt appeal to the Italian Supreme Court. If Groupon S.r.l. loses that appeal, Groupon S.r.l. plans to further challenge the Assessment and seek relief in an international mutual agreement procedure that involves the tax authorities of Ireland and Italy. 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 be enforceable 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 early 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. Additionally, unrelated to the tax matter above, in July 2024, Groupon S.r.l. received final assessments of approximately $ 30.9 million related to a 2017 distribution made to its parent entity. On October 18, 2024, Groupon 101 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) S.r.l. lodged an appeal to the first-tier court. The hearing is expected to occur on March 28, 2025. We believe this assessment is also without merit and Groupon S.r.l. intends to vigorously defend against such assessment. No liability has been recorded for either of the Groupon S.r.l. tax assessment matters discussed above as we believe it is more likely than not that we will ultimately prevail in defending the matters. In addition to any potential increases in our liabilities for uncertain tax positions from the ultimate resolution of these assessments, we believe it is reasonably possible that reductions of up to $ 3.2 million in unrecognized tax benefits may occur within the 12 months following December 31, 2024 upon closing of income tax audits or the expiration of applicable statutes of limitations. In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations or remit such earnings in a tax-efficient manner. Additionally, an actual repatriation from our non-U.S. subsidiaries could be subject to foreign and U.S. state income taxes. Aside from limited exceptions for which the related deferred tax liabilities recognized as of December 31, 2024 and 2023 are immaterial, we do not intend to distribute earnings of foreign subsidiaries for which we have an excess of the financial reporting basis over the tax basis of our investments and therefore have not recorded any deferred taxes related to such amounts. The actual tax cost resulting from a distribution would depend on income tax laws and circumstances at the time of distribution. Determination of the amount of unrecognized deferred tax liability related to the excess of the financial reporting basis over the tax basis of our foreign subsidiaries is not practical due to the complexities associated with the calculation. 15. VARIABLE INTEREST ENTITY We have an arrangement with a strategic partner to offer deals related to live events, and a limited liability company has been established to administer that arrangement. Groupon and the strategic partner each own 50 % of the outstanding LLC interests, and income and cash flows of the LLC are allocated based on agreed upon percentages specified in the related LLC agreement. Our obligations associated with our interests in the LLC are primarily administering transactions, contributing intellectual property, identifying deals and promoting the sale of deal offerings, coordinating the distribution of deal offerings and providing the record keeping. Under the LLC agreement, as amended, the LLC shall be dissolved upon the occurrence of any of the following events: (1) either party becoming a majority owner; (2) July 2025; (3) certain elections of Groupon or the strategic partner based on the operational performance of the LLC or other changes to certain terms in the agreement; (4) election of either Groupon or the strategic partner in the event of bankruptcy by the other party; (5) sale of the LLC; or (6) a court's dissolution of the LLC. We have determined that the LLC is a variable interest entity and that we are its primary beneficiary. We consolidate the LLC because we have the power to direct the activities of the LLC that most significantly impact the LLC's economic performance. In particular, we identify and promote the deal offerings, provide all of the operational and back office support, present the LLC's deal offerings via our websites and mobile applications and provide the editorial resources that create the verbiage for the related deal offers. 16. FAIR VALUE MEASUREMENTS Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. 102 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. In determining fair value, we use various valuation approaches within the fair value measurement framework. The valuation methodologies used for our assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Fair value option investments and available-for-sale securities. We have fair value option investments and available-for-sale securities that we measure using the income approach. We have classified these investments as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections and discount rates. There was no activity in the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2024, 2023, and 2022. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are written down to fair value as a result of an impairment or modified due to an observable price change in an orderly transaction. We did not record any significant nonrecurring fair value remeasurements for the year ended December 31, 2024. We recognized a non-cash remeasurement of our investment in SumUp of $ 25.8 million during the year ended December 31, 2023. See Note 5, Investments , for additional information. We recognized $ 35.4 million in non-cash impairment charges related to goodwill for the year ended December 31, 2022. We recognized $ 15.3 million in non-cash impairment charges related to long-lived assets for the year ended December 31, 2022, of which $ 3.0 million are included in Restructuring and related charges on our Consolidated Statements of Operations. See Note 3, Property, Equipment and Software, Net, Note 4, Goodwill and Other Intangible Assets and Note 13, Restructuring and Related Charges , for additional information. Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value Our financial instruments not carried at fair value consist primarily of accounts receivable, restricted cash, short-term borrowings, accounts payable, accrued merchant and supplier payables and accrued expenses. The carrying values of those assets and liabilities approximate their respective fair values as of December 31, 2024 and 2023 due to their short-term nature. 17. INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, RSUs, PSUs, ESPP shares, convertible senior notes and capped call transactions. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share using the treasury stock method, except for the convertible senior notes, which are subject to the if-converted method. 103 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table sets forth the computation of basic and diluted net income (loss) per share of Common Stock for the years ended December 31, 2024, 2023 and 2022 (in thousands, except share amounts and per share amounts): Year Ended December 31, 2024 2023 2022 Basic and diluted net income (loss) per share: Numerator Net Income (loss) $ ( 56,514 ) $ ( 52,934 ) $ ( 234,380 ) Less: Net income (loss) attributable to noncontrolling interests 2,513 2,476 3,229 Basic net income (loss) attributable to common stockholders ( 59,027 ) ( 55,410 ) ( 237,609 ) Denominator Weighted-average common shares outstanding 39,170,368 31,243,179 30,166,100 Net income (loss) per share: Basic and diluted net income (loss) per share: $ ( 1.51 ) $ ( 1.77 ) $ ( 7.88 ) The following weighted-average potentially dilutive instruments are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share: Year Ended December 31, 2024 2023 2022 Capped call transactions (1) 3,081,088 3,376,400 3,376,400 Convertible senior notes due 2026 (2) 3,081,088 3,376,400 3,376,400 Stock options 3,062,500 2,477,793 — Convertible senior notes due 2027 (2) 750,438 — — RSUs 792,675 1,475,683 2,587,585 PSUs 280,807 110,823 16,032 ESPP 11,793 28,139 81,171 Total 11,060,389 10,845,238 9,437,588 (1) The capped call transactions are expected to reduce potential dilution to our Common Stock upon conversion of the 2026 Notes outstanding principal. Upon conversion of both the capped call transactions and then-outstanding 2026 Notes, 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. (2) We apply the if-converted method in computing the effect of our convertible senior notes on diluted net income (loss) per share, whereby the numerator of our diluted net income (loss) per share computations is adjusted for interest expense, net of tax, and loss on extinguishment of debt, and the denominator is adjusted for the number of shares into which the convertible senior notes could be converted. The effect is only included in the calculation of income (loss) per share for those instruments for which it would reduce income (loss) per share. See Note 7, Financing Arrangements , for additional information. As of December 31, 2024, there were up to 3,698,064 shares of Common Stock issuable upon vesting of outstanding 2024 Executive PSUs and 16,417 shares issuable upon vesting of outstanding PSUs that were excluded from the table above, as the applicable market and performance conditions were not satisfied as of the end of the period. See Note 11, Compensation Arrangements, for additional information. 18. SEGMENT AND GEOGRAPHICAL INFORMATION In accordance with FASB ASC Topic 280, Segment Reporting , we disaggregate our operations into two operating and reportable segments: North America and International based on geographically distinct market dynamics. The segment information below reflects the operating results that are regularly provided to and are 104 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) reviewed by our chief operating decision maker ("CODM"), who is our Chief Executive Officer, to assess performance and make resource allocation decisions. Our segment information is based on the "management" approach. The "management" approach, as defined within FASB ASC Topic 280, designates the internal reporting used by the CODM for making decisions and assessing performance as the source of our reportable segments. Our measure of segment profitability is contribution profit, defined as net revenues less cost of sales and marketing expenses, as presented below, and is regularly provided to and reviewed by the CODM to allocate resources and assess performance. The CODM assesses our segments’ performance based on contribution profit predominantly in the monthly budget-to-actual variances analysis when making decisions about the allocation of our investment in marketing expenses to each segment. We do not report asset-related information by reportable segment because our CODM does not regularly receive asset information on a reportable segment basis. The following table summarizes revenue by reportable segment and category for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ended December 31, 2024 2023 2022 North America Local $ 350,876 $ 346,962 $ 390,449 Goods 10,990 18,436 28,785 Travel 14,206 14,554 17,035 Total North America revenue (1) $ 376,072 $ 379,952 $ 436,269 International Local $ 99,333 $ 111,543 $ 128,295 Goods 10,929 14,961 23,742 Travel 6,223 8,454 10,779 Total International revenue (1) $ 116,485 $ 134,958 $ 162,816 Total revenue $ 492,557 $ 514,910 $ 599,085 (1) North America includes revenue from the United States of $ 371.3 million, $ 374.0 million and $ 428.5 million for the years ended December 31, 2024, 2023 and 2022. There were no other individual countries that represented more than 10% of consolidated total revenue for the years ended December 31, 2024, 2023 and 2022. Revenue is attributed to individual countries based on the location of the customer. 105 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes contribution profit by reportable segment and reconciles contribution profit to consolidated income (loss) before provision (benefit) for income taxes for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ended December 31, 2024 2023 2022 North America Revenue $ 376,072 $ 379,952 $ 436,269 Cost of revenue Payment processor fees 24,608 25,004 25,495 Other segment items (cost of revenue) (1) 13,300 25,955 36,620 Total cost of revenue 37,908 50,959 62,115 Marketing Online marketing 109,996 69,403 82,257 Other segment items (marketing) (2) 3,100 3,775 21,605 Total marketing 113,096 73,178 103,862 Segment contribution profit $ 225,068 $ 255,815 $ 270,292 International Revenue $ 116,485 $ 134,958 $ 162,816 Cost of revenue Payment processor fees 5,902 7,415 9,215 Other segment items (cost of revenue) (1) 4,441 5,872 4,931 Total cost of revenue 10,343 13,287 14,146 Marketing Online marketing 27,432 30,270 38,235 Other segment items (marketing) (2) 3,679 7,057 7,134 Total marketing 31,111 37,327 45,369 Segment contribution profit $ 75,031 $ 84,344 $ 103,301 Total Total contribution profit for the reportable segments $ 300,099 $ 340,159 $ 373,593 Selling, general and administrative 295,399 350,405 481,375 Goodwill impairment — — 35,424 Long-lived asset impairment — — 12,259 Restructuring and related charges 1,066 8,006 12,350 (Gain) on sale of assets ( 5,160 ) — — Income (loss) from operations 8,794 ( 18,252 ) ( 167,815 ) Other income (expense), net ( 39,185 ) ( 25,174 ) ( 24,155 ) Income (loss) before provision (benefit) for income taxes $ ( 30,391 ) $ ( 43,426 ) $ ( 191,970 ) (1) Includes editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of our websites, amortization of internally-developed software relating to customer-facing applications, and web hosting. (2) Includes offline marketing costs, such as television, compensation expense for marketing employees, and customer acquisition and activation expense. 106 GROUPON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes tangible property and equipment, net of accumulated depreciation, by geographical region as of December 31, 2024 and 2023 (in thousands): December 31, 2024 2023 United States $ 344 $ 1,037 Rest of the world 397 1,127 Total tangible long-lived assets $ 741 $ 2,164 19. SUBSEQUENT EVENTS Major Rocket Incentive Shares On March 11, 2025, the Company entered into an incentive marketing agreement (the “Major Rocket Agreement”) with Major Rocket LLC (“Major Rocket”). Pursuant to this Major Rocket Agreement, Major Rocket will provide marketing services in North America including sourcing and facilitation of contracts for enterprise offerings on Groupon’s platform. Under the Major Rocket Agreement, Major Rocket is eligible to receive incentive compensation if the merchant offerings it is responsible for sourcing achieve certain financial benchmarks measured on an annual basis during the three-year term of the Major Rocket Agreement. The benchmarks are based on the funds Groupon receives from offerings that Major Rocket sources and range in amount from $ 10 million to $ 25 million. The incentives payable to Major Rocket upon satisfaction of these benchmarks may be satisfied through the Company’s issuance of up to 954,000 shares of the Company’s common stock or, at the Company’s election, the payment of cash in an amount equal to the then current value of such shares. Any shares so issued would be subject to the achievement of the above-noted benchmarks and are expected to be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. If such issuance occurs, the Company will not receive any cash proceeds from any such issuance. The Major Rocket Agreement also grants Groupon the unilateral option to invoke a one-year transition period agreement after the conclusion of the term of the Agreement, during which Major Rocket would continue to undertake responsibilities relating to the facilitation of commercial agreements between Groupon and third party merchants (including the facilitation of the transfer of merchant contracts directly to Groupon) in exchange for a fixed fee of $ 25,000 per month and additional performance based incentives, both of which are to be paid in cash. The description herein is qualified in its entirety by reference to the full and complete terms of the Major Rocket Agreement, a copy of which is attached hereto as Exhibit 10.32. 107 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.