What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-10 compared with 2025-03-11 · 78 added, 60 removed, 121 unchanged (53% of the section changed)

5 unchanged sentences

Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.

Our strategy is to be the trusted marketplace where customers go to buy local services and experiences.

Our strategy is to be the trusted local experience marketplace where customers go to buy quality local services and experiences at unbeatable value.

We plan to grow our revenue by building long-term relationships with local merchants to strengthen our online selection and by enhancing the customer reach through experience curation and improved convenience in order to drive customer demand and purchase frequency.

We are investing significant resources in making our platform more efficient, stable and agile.

We continue to invest in making our platform more efficient, stable and agile.

By improving our technology, our customer base can enjoy a modernized experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction.

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

Central to this is our continued investment in our product and engineering organization, building the development velocity, platform depth, and technical capabilities required to deliver faster innovation and more personalized experiences for both customers and merchants.

Our product agenda is focused on driving growth through smarter discovery, deeper personalization, and an increasingly seamless experience across every surface we serve.

We believe the next generation of local commerce will be driven by AI native experiences, for which AI agents will become an important discovery and transaction channel.

We are building and beginning to implement modern API architecture, AI-ready search & relevance, AI-ready checkout in addition to internal AI tools to drive productivity and efficiency.

We are investing now with the goal of Groupon being well positioned to be the partner of choice for local experiences as this channel scales.

Our Categories

Our Local category includes experiences and services from local and national merchants, and other revenue sources that are primarily generated through our relationships with local and national merchants.

Our local inventory includes, things to do, beauty and wellness and dining, as well as other types of experiences and services.

Our local inventory includes, things to do, beauty and wellness, food and drink, home and automotive services, online services, as well as other types of experiences and services.

In our Goods category, we earn revenue from transactions in which third-party merchants sell products to customers through our marketplaces.

1 unchanged sentence

Through our Travel category, we feature travel experiences at both discounted and market rates, including hotels, airfare and package deals covering both domestic and international travel.

For many of our travel experiences, the customer must contact the merchant directly to make a travel reservation after purchasing a travel voucher from us.

However, for some of our hotel offerings, customers make room reservations directly through our websites and mobile applications.

For many of our travel experiences, the customer makes reservations directly through our websites and mobile applications.

However, for some travel experiences, customers must contact the merchant directly to make a travel reservation after purchasing a travel voucher from us.

Traffic Channels and Platforms

19 unchanged sentences

Human Capital Management

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

Groupon aims to manage human capital with high standards, clear ownership, and a focus on outcomes over activity.

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

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

This involves recruiting, developing, and seeking to retain the talent needed to fuel our operations, drive our strategic goals, and shape competitive compensation and benefits packages.

Our Workforce

12 unchanged sentences

People & Culture

At Groupon we empower a diverse, collaborative global team.

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

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

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

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

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

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

In December 2025, Groupon introduced five Operating Principles that define the explicit behavioral standards against which our people are hired, developed, and assessed:

Extreme Ownership (one owner per outcome;

no passengers;

Speed Over Comfort (ship fast;

learn faster — perfect is too slow);

Impact Obsessed (focus only on what moves the metrics that matter);

Simplify to Scale (complexity kills;

simplicity scales);

and Disciplined (do more with less — constraints breed creativity).

These principles are directly embedded in our

annual and mid-year review cadences and our management evaluation framework, with the goal of ensuring that cultural standards translate into talent outcomes.

We believe that the companies best positioned for long-term success are those that develop an AI fluent talent base.

In 2025, Groupon continued to embed AI tools into how our teams operate day-to-day.

Our aim is to build an AI-native operating culture at Groupon.

As part of the effort, we are including AI fluency as a performance criteria that we used to evaluate manager and individual effectiveness.

Following the “Transformation Truths” engagement survey in 2023 and 2024, we continued to gather structured employee feedback throughout 2025 to monitor sentiment during ongoing organizational changes.

These surveys help inform leadership decision-making and highlight areas where additional clarity, support, or resources may be needed.

In 2025, we also introduced a mid-year performance review cycle to complement our year-end process.

This additional touchpoint provides employees with clearer expectations, more regular feedback, and improved visibility into development opportunities.

Together with our Internal Talent Mobility process and Employee Referral Program, this helps support career progression and the movement of talent across teams where business needs are greatest.

We also strive to regularly develop and assess manager capability.

In 2025, training for people managers covered performance conversations, inclusive leadership, and the practical application of Groupon's operating principles in day-to-day team management, including the goal of AI-first execution.

We work to uphold ethical and compliance standards through bi-annual training programs, including the Global Code of Conduct, Anti-Corruption, and Respectful Workplace courses, reinforcing expectations for a safe and compliant workplace.

Our career development offerings remained consistent, with training available for managers and employees across areas such as respectful workplace practices and inclusive leadership.

While these programs continue to evolve, they are designed to serve as an important foundation for building capability and supporting our teams through the company’s transformation.

Diversity, Equity & Inclusion

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

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

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

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

• Employee Resource Groups (ERGs):

We have strengthened ERGs to give our team members platforms for connection, advocacy, and celebration of shared identities and interests.

We now have functioning ERGs for BlacksandAllies@Groupon, LatinosandAllies@Groupon, Wellness@Groupon, PrideandAllies@Groupon, WomenandAllies@Groupon.

Together they have updated our recently launched Diversity, Equity and Inclusion library to ensure teams have access to online resources, run workshops, developed educational content and been a sounding board for internal initiatives.

• Internal Workshops:

Training and education have been important in fostering awareness and growth, with workshops that challenge biases and drive equity in decision-making.

This year our workshops focused on Menopause and Fertility in the workplace.

• Policy Enhancements:

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

• External Campaigns:

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

In 2025, Groupon continued strengthening its cultural foundations around performance, ownership, and accountability.

Our Employee Resource Groups ("ERG") operate through a unified ERG Task Force, which provides structure, consistency, and clear scope.

The focus of this model is to surface employee experiences, offer grounded feedback, and help identify where policy adjustments or increased awareness could support a more inclusive and effective workplace.

Compensation & Benefits

1 unchanged sentence

These include health, dental, vision, life, and disability insurance, along with a 401(k) plan with company matching for U.S.

Our Cultural Foundation

In early 2024, we revamped our values to align with the culture and behaviors needed to drive Groupon’s transformation.

These values—Ownership and Accountability, High Performance, Transparency, Innovation, Customer Focus, and Respect, Integrity, and Inclusion—form the foundation of our culture.

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

In early 2023, we completed the migration of our public-facing websites, internal applications and services, as well as our back-end business intelligence systems from being hosted at our data centers to a multi-cloud infrastructure.

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

Groupon’s business model and day-to-day operations are fundamentally dependent on the effective use, integration, and continual advancement of technology platforms, which underpin our customer and merchant experiences, enable our transaction processing, support our data-driven decision-making, and drive our ability to innovate and compete in the digital marketplace.

In the third quarter of 2024, we successfully migrated our cloud systems in North America to allow us to run in a further stream-lined multi-cloud infrastructure, further reducing our technological footprint and attack and threat vectors.

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

We have also made significant improvements to our search functionality.

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

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

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

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

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

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

to secure information while in transit.

During 2025, we successfully decommissioned multiple legacy databases and hosting applications as part of a strategic effort to reduce technical complexity and modernize our digital infrastructure.

Further, we advanced our technology platforms to better serve both consumers and merchants.

We expanded the rollout of our new website internationally and launched a redesigned mobile application for iOS in North America, with an Android version planned in 2026 for North America.

To improve our merchant experience, we improved performance from our platform and automated selected processes between merchants and our sales teams, resulting in greater efficiency and streamlined operations.

Internally, we focused on automating and standardizing workflows for customer service and sales, consolidating multiple legacy applications

into unified systems for both internal and external technologies.

These initiatives have improved operational effectiveness, enabled more data-driven decision-making, and simplified the deal creation process for both our merchants and our sales teams.

Additionally, we continue to invest in user experience improvements.

In 2025, we rebuilt online maps and introduced new solutions for marketing automation to enhance user experience and deal discovery.

Our engineering teams adopted a new AI-first development framework to further enhance productivity and delivery speed.

We also implemented a range of cybersecurity enhancements, including upgrades to payment and logging systems, improved device security, and we started with the decommissioning of legacy infrastructure for blocking our website against attack and bots.

Risk Factors and Item 1C.

5 unchanged sentences

In addition, we compete with companies who address only specific verticals in the local experiences market, and in our Goods and Travel categories, companies who have greater scale and larger customer bases than we do.

These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer trends.

These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond quicker than we can to new or emerging technologies and changes in customer trends.

These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than we do.

In addition, some competitors are increasingly leveraging AI and machine-learning technologies to enhance marketing effectiveness, dynamic pricing, and demand-optimization capabilities.

To the extent these technologies allow competitors to more efficiently acquire customers, optimize merchant offerings, or respond quicker to changes in consumer behavior, our ability to compete effectively could be adversely affected.

We also compete with companies that can offer alternative services for our merchants.

1 unchanged sentence

Our merchants could choose to leverage these other platforms to attract customers to their businesses.

We believe we can compete due to the access we provide our merchants to our large customer base, our trusted brand, and the investments we are making in self-service tools that will allow merchants to manage demand more effectively and better attract and retain customers.

We believe we can compete due to the access we provide our merchants to our large customer base, our trusted brand, and the investments we continue to make in self-service tools that will allow merchants to manage demand more effectively and better attract and retain customers.

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet.

5 unchanged sentences

For example, the CSRD and the SFDR impose enhanced sustainability disclosure obligations on companies operating in the European Union.

Additionally, we are subject to emerging ESG regulations in California and New York that may impact our reporting and compliance obligations.

The Climate Corporate Data Accountability Act (SB 253) and the Climate-Related Financial Risk Disclosure Act (SB 261) impose climate-related disclosure requirements on companies operating in California, including mandatory reporting of greenhouse gas emissions and climate-related financial risks.

Additionally, if enacted in New York, SB 3697 would require entities operating in New York whose revenue exceeded $500 million in the prior fiscal year to release reports that would need to include disclosures aligned with the Task Force on Climate-related Financial Disclosures framework or another equivalent reporting requirement.

These regulations, along with evolving international ESG frameworks, may require us to enhance our sustainability disclosures, implement additional compliance measures, and allocate additional resources to ESG reporting.

Additionally, we are subject to emerging domestic ESG regulations in various states, which may impact our reporting and compliance obligations.

These regulations may include climate-related disclosure requirements, including mandatory reporting of greenhouse gas emissions and climate-related financial risks.

These regulations, along with evolving international ESG frameworks, may require us to enhance our sustainability disclosures,

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

The CARD Act, as well as the laws of most states, contain provisions governing gift cards, gift certificates, stored value or pre-paid cards or coupons (collectively, "gift cards").

2 unchanged sentences

There are also a number of legislative proposals pending before the U.S.

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

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

laws and regulations, such as the Bank Secrecy Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the USA PATRIOT Act and the CARD Act impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services.

Congress, various state legislative bodies and foreign governments that could affect us, and our global operations may be constrained by regulatory regimes and laws in Europe and other jurisdictions outside the United States that may be more restrictive and adversely impact our business.

laws and regulations, such as the Bank Secrecy Act, the Dodd-Frank Act, the USA PATRIOT Act and the CARD Act impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services.

Those laws and regulations broadly define financial institutions to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value.

19 unchanged sentences

Companies in the Internet, technology and other industries as well as non-practicing entities may own large numbers of patents, copyrights and trademarks or other intellectual property rights and may request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights.

We are currently subject to, and expect to face in the future, lawsuits and allegations that we have infringed the intellectual property rights of third parties.

We are currently subject to, and expect to face in the future, lawsuits and allegations that

we have infringed the intellectual property rights of third parties.

As our business evolves, we may face more claims of infringement, and may experience an adverse result which could impact our business and/or our operating results.

We have received in the past, and we anticipate we will receive in the future, communications alleging that items offered or sold through our website infringe third-party copyrights, trademarks, patents and trade names or other intellectual property rights or that we have otherwise infringed third parties’ past, current or future intellectual property rights.

We may be unable to prevent third parties from offering and selling unlawful or infringing goods or goods of disputed authenticity, and we may be subject to allegations of civil or criminal liability for unlawful activities

carried out by third parties through our website.

We may implement measures in an effort to protect against these potential liabilities that could require us to spend substantial resources and/or to reduce revenue by discontinuing certain service offerings.

4 unchanged sentences

Dusan Senkypl 50 CEO

Jiri Ponrt 51 CFO

Jiri Ponrt 52 COO

Rana Kashyap 42 CFO

Dusan Senkypl was appointed as our CEO in May 2024, he previously served as our Interim CEO beginning in March 2023.

5 unchanged sentences

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

Jiri Ponrt was appointed as our CFO in April 2023.

Jiri Ponrt was appointed as our COO in September 2025.

Prior to his appointment to COO, he served as the Company’s CFO since April 2023.

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

1 unchanged sentence

Prior to his time at Alza.cz, he spent 15 years at Nutricia, a Danone brand, in a variety of financial and commercial roles.

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

In conjunction with his appointment to Groupon CFO in April 2023, he stepped down from day-to-day responsibilities at PFC.

Rana Kashyap was appointed as our CFO in September 2025.

Prior to his appointment to CFO, he served as the Company’s Senior Vice President of Finance since May 2025.

Kashyap also served the Company in a variety of roles before then, including as Senior Vice President of Corporate Development & Investor Relations, from May 2023 to May 2025.

Prior to joining Groupon, Mr.

Kashyap served in a variety of roles at RPD Fund Management, from January 2014 to November 2022, and prior to that, held positions at Maini Group and JPMorgan Chase & Co.

Available Information

3 unchanged sentences

Our Code of Conduct, Corporate Governance Guidelines and committee charters are also posted on the site.

We use our Investor Relations website (investor.groupon.com) and our press site (www.groupon.com/press) as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

We use our Investor Relations website (investor.groupon.com) and our press site (www.groupon.com/press) as a means of disclosing material non-public information and for complying with our

disclosure obligations under Regulation FD.

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

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

What changed 10-K

Item 1. Business