What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-10 compared with 2025-03-11 · 510 added, 588 removed, 1043 unchanged (51% of the section changed)

16 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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.

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, 2025, 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 10, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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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

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Variable Consideration Revenue Recognition—Refer to Notes 2 and 13 t o the financial statements

Critical Audit Matter Description

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· 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

◦ 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

20 unchanged sentences

Current liabilities:

Short-term borrowings $ — $ 42,776

Current portion of convertible senior notes, net $ 33,691 $ —

Accounts payable 8,688 11,311

6 unchanged sentences

Total liabilities 712,796 571,639

Commitments and contingencies (see Note 9)

Stockholders' equity (deficit)

9 unchanged sentences

stockholders' equity (deficit) ( 42,562 ) 40,815

40,815 ( 40,631 )

Noncontrolling interests 172 236

Total equity (deficit) ( 42,390 ) 41,051

41,051 ( 40,312 )

Total liabilities and equity (deficit) $ 670,406 $ 612,690

$ 612,690 $ 570,956

See Notes to Consolidated Financial Statements.

4 unchanged sentences

2025 2024 2023

$ 492,557 $ 514,910 $ 599,085

Revenue $ 498,422 $ 492,557 $ 514,910

Cost of revenue 45,883 48,251 64,246

48,251 64,246 76,261

Gross profit 452,539 444,306 450,664

2 unchanged sentences

Selling, general and administrative 273,728 295,399 350,405

Goodwill impairment — — 35,424

Long-lived asset impairment — — 12,259

Restructuring and related charges 1,066 8,006 12,350

Restructuring and related charges (credits) ( 34 ) 1,066 8,006

(Gain) on sale of assets — ( 5,160 ) —

( 5,160 ) — —

(Gain) on sale of business ( 10,650 ) — —

Total operating expenses 428,899 435,512 468,916

Income (loss) from operations 23,640 8,794 ( 18,252 )

Loss on extinguishment of debt ( 99,925 ) ( 1,631 ) —

Other income (expense), net 30,829 ( 37,554 ) ( 25,174 )

Income (loss) before provision (benefit) for income taxes

( 30,391 ) ( 43,426 ) ( 191,970 )

Income (loss) from continuing operations before provision (benefit) for income taxes ( 45,456 ) ( 30,391 ) ( 43,426 )

Provision (benefit) for income taxes 35,625 26,123 9,508

Income (loss) from continuing operations ( 81,081 ) ( 56,514 ) ( 52,934 )

Income (loss) from discontinued operations, net of tax ( 616 ) — —

Net income (loss) ( 81,697 ) ( 56,514 ) ( 52,934 )

( 56,514 ) ( 52,934 ) ( 234,380 )

Net (income) loss attributable to noncontrolling interests ( 2,513 ) ( 2,476 ) ( 3,229 )

Net income attributable to noncontrolling interests ( 1,823 ) ( 2,513 ) ( 2,476 )

Net income (loss) attributable to Groupon, Inc.

$ ( 83,520 ) $ ( 59,027 ) $ ( 55,410 )

Net income (loss) per share:

Continuing operations $ ( 2.06 ) $ ( 1.51 ) $ ( 1.77 )

Discontinued operations ( 0.02 ) — —

Basic and diluted net income (loss) per share

9 unchanged sentences

Net income (loss) $ ( 81,697 ) $ ( 56,514 ) $ ( 52,934 )

$ ( 56,514 ) $ ( 52,934 ) $ ( 234,380 )

Other comprehensive income (loss)

1 unchanged sentence

Other comprehensive income (loss) ( 36,239 ) 36,381 ( 8,589 )

36,381 ( 8,589 ) 7,755

Comprehensive income (loss) ( 117,936 ) ( 20,133 ) ( 61,523 )

14 unchanged sentences

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 — — — — — — — — —

5 unchanged sentences

Comprehensive income (loss) — — — — — ( 59,027 ) 36,381 ( 22,646 ) 2,513 ( 20,133 )

Exercise of stock options

Rights Offering, net of issuance costs

7,079,646 1 79,618 — — — — 79,619 — 79,619

6 unchanged sentences

Comprehensive income (loss) — — — — — ( 83,520 ) ( 36,239 ) ( 119,759 ) 1,823 ( 117,936 )

Rights Offering, net of issuance costs

7,079,646 1 79,618 — — — — 79,619 — 79,619

Vesting of RSUs and PSUs 1,029,421 — — — — — — — — —

Vesting of RSUs and equity-classified PSUs 1,166,076 — — — — — — — — —

Shares issued under ESPP

3 unchanged sentences

Distributions to noncontrolling interest holders — — — — — — — — ( 1,887 ) ( 1,887 )

Unwind of capped call transactions

— $ — $ 2,795 — $ — $ — $ — $ 2,795 $ — $ 2,795

Balance at December 31, 2025 51,026,430 $ 5 $ 2,478,038 ( 10,294,117 ) $ ( 922,666 ) $ ( 1,592,434 ) $ ( 5,505 ) $ ( 42,562 ) $ 172 $ ( 42,390 )

7 unchanged sentences

Net income (loss) $ ( 81,697 ) $ ( 56,514 ) $ ( 52,934 )

$ ( 56,514 ) $ ( 52,934 ) $ ( 234,380 )

Income (loss) from discontinued operations, net of tax ( 616 ) — —

Income (loss) from continuing operations ( 81,081 ) ( 56,514 ) ( 52,934 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization of property, equipment and software 17,121 27,889 43,401

27,889 43,401 54,170

Amortization of acquired intangible assets 1,481 3,011 7,817

Impairment of goodwill — — 35,424

Impairment of long-lived assets — — 12,259

Restructuring-related impairment — — 2,949

Stock-based compensation 37,774 26,734 14,481

26,734 14,481 30,006

Changes in fair value of investments — 25,751 —

(Gain) loss from changes in fair value of investments — — 25,751

Deferred income taxes ( 2,932 ) 4,496 1,735

4,496 1,735 49,099

(Gain) loss on early lease termination

( 596 ) ( 729 ) ( 4,471 )

Loss on extinguishment of debt

Foreign currency (gains) losses, net ( 21,452 ) 30,036 ( 5,105 )

1 unchanged sentence

(Gain) on sale of assets — ( 5,160 ) —

( 5,160 ) — —

(Gain) on sale of business ( 10,650 ) — —

(Gain) on sale of investment ( 5,998 ) — —

Loss on extinguishment of debt 99,925 1,631 —

Change in assets and liabilities:

Accounts receivable 3,009 15,276 ( 4,482 )

15,276 ( 4,482 ) ( 10,088 )

Prepaid expenses and other current assets ( 4,319 ) 18,598 21,364

18,598 21,364 9,812

Right-of-use assets - operating leases 3,443 2,525 9,747

2,525 9,747 16,986

Accounts payable ( 2,980 ) ( 3,637 ) ( 44,594 )

( 3,637 ) ( 44,594 ) 37,540

Accrued merchant and supplier payables 32,845 ( 9,694 ) ( 18,286 )

( 9,694 ) ( 18,286 ) ( 39,428 )

Accrued expenses and other current liabilities 8,486 ( 7,047 ) ( 37,851 )

( 7,047 ) ( 37,851 ) ( 71,804 )

Operating lease obligations ( 3,831 ) ( 6,144 ) ( 27,149 )

Payments for early lease terminations

( 2,155 ) ( 9,724 ) —

7,953 ( 1,427 ) ( 13,193 )

Payment for early lease termination — ( 2,155 ) ( 9,724 )

Other, net ( 6,343 ) 7,357 ( 2,156 )

Net cash provided by (used in) operating activities from continuing operations 64,498 55,894 ( 77,985 )

Net cash provided by (used in) operating activities from discontinued operations — — —

Net cash provided by (used in) operating activities 64,498 55,894 ( 77,985 )

55,894 ( 77,985 ) ( 135,987 )

Investing activities

Purchases of property and equipment and capitalized software ( 14,624 ) ( 15,333 ) ( 19,285 )

( 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

Proceeds from sale of business, net 15,049 — —

Proceeds from sale or divestment of investment 5,998 — 18,924

Acquisitions of intangible assets and other investing activities — ( 595 ) ( 2,525 )

( 595 ) ( 2,525 ) ( 2,677 )

Net cash provided by (used in) investing activities from continuing operations 6,423 ( 6,812 ) ( 1,397 )

Net cash provided by (used in) investing activities from discontinued operations — — —

Net cash provided by (used in) investing activities 6,423 ( 6,812 ) ( 1,397 )

( 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 )

1 unchanged sentence

Issuance costs for 2027 Notes — ( 3,703 ) —

( 3,703 ) — —

Issuance costs for 2030 Notes ( 2,296 ) — —

Proceeds from Rights Offering, net of issuance costs — 79,619 —

Taxes paid related to net share settlements of stock-based compensation awards ( 6,188 ) ( 2,332 ) ( 3,299 )

( 2,332 ) ( 3,299 ) ( 6,065 )

Proceeds from settlement of Capped Call Transactions 2,732 — —

Distributions to noncontrolling interest holders ( 1,887 ) ( 2,596 ) ( 2,540 )

Other financing activities 129 ( 372 ) 2,373

( 2,968 ) ( 167 ) ( 3,342 )

Net cash provided by (used in) financing activities ( 7,510 ) 47,790 ( 35,690 )

47,790 ( 35,690 ) ( 34,407 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 368 ) ( 1,941 ) 1,014

( 1,941 ) 1,014 ( 8,548 )

Net increase (decrease) in cash, cash equivalents and restricted cash 63,043 94,931 ( 114,058 )

94,931 ( 114,058 ) ( 217,787 )

Net increase (decrease) in cash classified within current assets of discontinued operations — — —

Net increase (decrease) in cash, cash equivalents and restricted cash 63,043 94,931 ( 114,058 )

Cash, cash equivalents and restricted cash, beginning of period (1)

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(in thousands)

(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, 2025, 2024 and 2023 (in thousands):

2025 2024 2023

Cash and cash equivalents $ 296,080 $ 228,843 $ 141,563

Restricted cash included in prepaid expenses and other current assets 29,532 33,726 26,075

Cash, cash equivalents and restricted cash $ 325,612 $ 262,569 $ 167,638

Year Ended December 31,

4 unchanged sentences

Income tax payments (2)

36,771 15,511 7,904

Cash paid for amounts included in the measurement of operating lease liabilities 3,984 5,508 26,686

4 unchanged sentences

Exchanged 2026 Notes ( 20,000 ) ( 176,260 ) —

Exchanged 2027 Notes

( 150,000 ) — —

Issuance of the 2027 Notes in exchange for 2026 Notes — 176,260 —

$ 176,260 $ — $ —

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

Issuance of the 2030 Notes in exchange for 2026 Notes and 2027 Notes

(2) Income tax payments is inclusive of payments remitted, net of refunds received, related to the settlement of the Italy 2012 and 2017 Assessments.

See Note 15, Income Taxes, for additional information.

See Notes to Consolidated Financial Statements.

17 unchanged sentences

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.

In connection with the disposition of our operations in Latin America in 2017, we recorded indemnification liabilities for certain tax assessments and other matters which were presented in Income (loss) from discontinued operations, net of tax.

During the year ended December 31, 2025, we recorded an additional accrual related to one of the assessments under the indemnification which is presented in Income (loss) from discontinued operations, net of tax.

See Note 10, Commitments and Contingencies , for additional information.

Reclassifications

5 unchanged sentences

income taxes;

stock-based compensation;

initial valuation and subsequent impairment testing of goodwill, other intangible assets and long-lived assets;

customer refunds and other reserves;

customer credits, customer refunds and other reserves;

contingent liabilities;

3 unchanged sentences

We consider all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounts Receivable, Net

2 unchanged sentences

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.

size, type of customer, and

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

payment terms offered in the normal course of business.

Receivables with similar risk characteristics are grouped into pools.

23 unchanged sentences

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.

Generally, 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.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

We have investments in Common Stock or in-substance Common Stock for which we made an irrevocable election to account for those investments at fair value as, at the time of such election, we had the ability to exercise significant influence.

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.

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.

13 unchanged sentences

Significant judgment is required when determining whether a contract is or contains a lease.

We review contracts to determine

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 review contracts to determine 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.

7 unchanged sentences

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.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We may receive renewal or expansion options, rent holidays, leasehold improvements or other incentives on certain lease agreements.

4 unchanged sentences

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.

Those accruals represent management's best estimate of probable losses based on the information available at the time of our assessment.

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.

Developments in these matters could affect the amount of any liability we may accrue.

As additional information becomes available, we may revise our estimates.

Revenue Recognition

12 unchanged sentences

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

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.

Additionally, we earn 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

6 unchanged sentences

The liability for estimated refunds is included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We estimate our refund reserve using historical refund experience by category.

17 unchanged sentences

Those costs are classified within Selling, general and administrative expense in the Consolidated Statements of Operations.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cost of Revenue

7 unchanged sentences

Long-lived assets are not depreciated or amortized while classified as held for sale.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-Based Compensation

9 unchanged sentences

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):

5 unchanged sentences

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 assessed this guidance and concluded there is no impact to our disclosures.

In July 2025, the FASB issued ASU 2025-05 Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This ASU provides an optional practical expedient for measuring expected credit losses on current trade receivables and contract assets arising from transactions accounted for under ASC Topic 606, Revenue from Contracts with Customers .

The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods beginning after December 15, 2025 and early adoption is permitted.

The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This ASU removes all references to project stages in ASC Subtopic 350-40, clarifies the threshold to begin capitalizing costs and specifies that the property, plant and equipment disclosure requirements under ASC Subtopic 360-10 apply to all capitalized software costs accounted for under ASC Subtopic 350-40.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods beginning after December 15, 2028 and early adoption is permitted.

The Company is assessing the effect this guidance may have on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270):

Narrow Scope Improvements .

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.

The Company has not had any induced conversions of debt.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

BUSINESS DISPOSITIONS

On April 10, 2025, the Company completed the sale of Giftcloud.

Giftcloud was a non-core, UK-based business specializing in digitizing traditional plastic gift cards through an online platform and smartphone application.

The Company sold 100 % of Giftcloud shares in exchange for cash consideration of $ 17.1 million.

The net proceeds received for the sale equate to $ 15.0 million.

The related cash activity is presented within Net cash provided by (used in) investing activities from continuing operations for the year ended December 31, 2025.

We recognized a pre-tax gain on the sale of $ 10.7 million that is presented within Gain on sale of business on the Consolidated Statement of Operations for the year ended December 31, 2025.

The gain represents the excess of the net proceeds over the carrying value of the net assets sold and immaterial transaction costs.

The financial results of Giftcloud are presented within our International segment within Income (loss) from continuing operations on the Consolidated Statement of Operations through the disposition date.

Those financial results were not material for the year ended December 31, 2025.

PROPERTY, EQUIPMENT AND SOFTWARE, NET

8 unchanged sentences

Property, equipment and software, net $ 16,120 $ 17,827

(1) The decrease in Leasehold improvements in primarily related to the expiration of our 600 West Chicago lease.

(1) The net carrying amount of Internally-developed software was $ 14.6 million and $ 17.1 million as of December 31, 2025 and 2024.

We performed an assessment during the years ended December 31, 2025, 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.

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)

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, 2025, 2024 and 2023 (in thousands):

6 unchanged sentences

The above amounts include amortization of internally-developed software of $ 16.4 million, $ 26.3 million and $ 38.1 million for the years ended December 31, 2025, 2024 and 2023.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

GOODWILL AND OTHER INTANGIBLE ASSETS

As of December 31, 2025 and 2024, the balance of our goodwill was $ 178.7 million.

All goodwill is within our North America segment, which had a negative carrying value as of December 31, 2025.

There was no goodwill activity during the years ended December 31, 2025 and 2024.

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.

We performed our annual goodwill impairment assessment as of October 1, 2025, 2024, and 2023 using the income approach and did no t identify any goodwill impairment.

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

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 sale was completed in April 2024 and resulted in a pre-tax gain of $ 5.0 million.

The pre-tax gain is presented within Gain on sale of assets on the Consolidated Statement 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 Statement 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.

4 unchanged sentences

Trade names 9,190 9,100 90 9,425 9,027 398

1,250 1,008 242 13,235 7,237 5,998

Patents 1,250 1,160 90 1,250 1,008 242

Other intangible assets 10,519 7,475 3,044 10,483 6,385 4,098

Total $ 38,026 $ 34,802 $ 3,224 $ 39,734 $ 34,996 $ 4,738

(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.

2 unchanged sentences

Total $ 3,224

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

1 unchanged sentence

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.

As of December 31, 2025 and 2024, SumUp is the only equity investment with a positive carrying value.

As of December 31, 2025 and 2024, the Company holds a 1 % to 19 % ownership percentage in equity investments that have a zero carrying value.

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

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.

As of December 31, 2025, 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.

2 unchanged sentences

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 %.

The loss on the remeasurement is classified within Other income (expense), net on the Consolidated Statement of Operations for the year ended December 31, 2023.

During the year ended December 31, 2023, the Company sold approximately 21.1 % of its interest in SumUp and received cash of $ 19.0 million.

As a result, our non-controlling equity interest in SumUp decreased from 2.29 % to 1.79 %.

TodayTix Sale

In September 2025, the Company received notice from a third-party of its intent to buy our minority investment in TodayTix in exchange for cash consideration.

On October 20, 2025, the Company sold its noncontrolling interest in TodayTix resulting in a gain recognized in the fourth quarter of 2025 of $ 6.0 million, equal to the cash consideration received as the investment's carrying value prior to the sale was $ 0 due to a previous impairment in-full in 2019.

The gain is presented in Other income (expense), net in the Consolidated Statement of Operations.

The related cash activity is presented within Net cash provided by (used in) investing activities from continuing operations for the year ended December 31, 2025.

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.

Our available-for-sale securities had a fair value of $ 0 as of December 31, 2025 and 2024 and no financial statement activity was recorded for the years ended December 31, 2025, 2024 and 2023.

Fair Value Option Investments

3 unchanged sentences

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.

The fair value of both of these investments was $ 0 as of December 31, 2025 and 2024 and no financial statement activity was recorded for the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2025 and 2024, the Company holds a 10 % to 19 % ownership percentage in our fair value option investments.

SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS INFORMATION

2 unchanged sentences

Income taxes receivable 8,640 2,686

Deferred cloud implementation costs, net (1)

Restricted cash (1)

2 unchanged sentences

Total prepaid expenses and other current assets $ 52,548 $ 52,365

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The decrease in Deferred cloud implementation costs, net relates to amortization.

(1) Primarily consists of cash collateral related to our letters of credit and other cash collateral.

See Note 8, Financing Arrangements, for additional information .

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes Other non-current assets as of December 31, 2025 and 2024 (in thousands):

1 unchanged sentence

Security deposits

Provisional tax payments (1)

Other 231 548

Total other non-current assets $ 7,170 $ 9,144

(1) Relates to provisional payments remitted under the installment plans for Groupon S.r.l.

that were reclassified to Foreign Income tax expense as of and during the year ended December 31, 2025.

See Note 15, Income Taxes, for additional information.

The following table summarizes Accrued expenses and other current liabilities as of December 31, 2025 and 2024 (in thousands):

2 unchanged sentences

Accrued marketing

19,696 15,118

Compensation and benefits

6 unchanged sentences

Income taxes payable

Accrued interest 1,005 1,509

Accrued VAT and related liabilities 4,328 3,796

14,746 16,307

15 unchanged sentences

— — ( 25,847 )

Loss on extinguishment of debt (2)

( 1,631 ) — —

Gain on sale of investment (2)

Foreign currency gains (losses), net and other (3)

1 unchanged sentence

Other income (expense), net $ 30,829 $ ( 37,554 ) $ ( 25,174 )

(1) Loss from changes in fair value of investment for the December 31, 2023 is due to a remeasurement of our investment in SumUp.

(1) Loss from changes in fair value of investment for the year ended December 31, 2023 is due to a remeasurement of our investment in SumUp.

See Note 6, 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.

(2) Gain on sale of investments for the year ended December 31, 2025, is due to the sale of TodayTix.

See Note 6, Investments , for additional information.

(3) Foreign currency gains (losses), net and other for the year ended December 31, 2025 and 2024 is primarily due to foreign currency fluctuations on intercompany balances with our subsidiaries.

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.

The following table summarizes the outstanding debt obligations as of December 31, 2025 and 2024 and related maturity dates, contractual interest rates and carrying amounts as of December 31, 2025:

December 31, 2025 December 31, 2024

Instrument / Description Contractual Interest Rate Principal amount Unamortized debt issuance costs and discounts Unamortized debt premium Carrying amount Principal amount Unamortized debt issuance costs and discounts Carrying amount

2026 Notes, due March 15, 2026 1.125 % $ 33,740 $ ( 49 ) $ — $ 33,691 $ 53,740 $ ( 454 ) $ 53,286

2027 Notes, due March 15, 2027 (1)

6.250 % 46,210 ( 466 ) — 45,744 196,210 ( 3,483 ) 192,727

2030 Notes, due June 30, 2030 4.875 % 244,071 ( 2,066 ) 21,406 263,411 — — —

Total convertible senior notes $ 324,021 $ ( 2,581 ) $ 21,406 $ 342,846 $ 249,950 $ ( 3,937 ) $ 246,013

Current portion of convertible senior notes, net ( 33,691 ) —

Convertible senior notes, net $ 309,155 $ 246,013

(1) The original principal of the 2027 Notes at issuance was recorded at fair value of $ 196.2 million, which is equal to the exchanged principal of $ 176.3 million of the 2026 Notes and cash consideration received of $ 19.9 million.

After the exchange on July 2, 2025, the remaining fair value of the principal recorded at issuance of the 2027 Notes was $ 46.2 million.

Convertible Senior Notes due 2030

On July 2, 2025, the Company issued its senior, unsecured 2030 Notes, consisting of (i) $ 20.0 million aggregate principal amount of 2030 Notes issued in exchange for $ 20.0 million aggregate principal amount of the Company’s outstanding 2026 Notes, and (ii) $ 224.1 million aggregate principal amount of 2030 Notes issued in exchange for $ 150.0 million aggregate principal amount of the Company’s outstanding 2027 Notes.

The Company determined that the exchange of the 2026 Notes and the 2027 Notes for 2030 Notes should be accounted for as a debt extinguishment, resulting in a loss on extinguishment of debt of $ 99.9 million.

The loss on extinguishment of debt consists of the difference between the fair value of the 2030 Notes at issuance and the net carrying amount of the 2026 Notes and 2027 Notes exchanged.

The net carrying amount of the portion of the 2026 Notes and 2027 Notes that was extinguished was determined on a pro rata basis.

The interest on the 2030 Notes is payable semi-annually in arrears on each June 30 and December 30 of each year, commencing December 30, 2025.

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 2030 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.

Subject to certain conditions, holders of the 2030 Notes may convert all or any portion of their 2030 Notes at their option at any time on or after March 31, 2030, 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.

Based on the closing price of the Common Stock of $ 17.61 as of December 31, 2025, the if-converted value of the 2030 Notes was less than the principal amount.

The initial conversion rate of the 2030 Notes is 18.503 shares of Company Common Stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of approximately $ 54.04 per share, subject to customary adjustments.

In addition, upon the occurrence of a make-whole fundamental change, as defined in the 2030 Notes Indenture, or if we exercise the optional redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2030 Notes in connection with such a make-whole fundamental change or redemption.

In no event will the conversion rate be increased to exceed 27.7546 shares of the Company’s Common Stock per $1,000 principal amount of the 2030 Notes, subject to adjustments.

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 4.9 % of the Company's Common Stock, 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 2030 Notes Exchange Cap is not extinguished and is suspended until such holder advises the Company in writing that it may receive the 2030 Notes Excess Shares without exceeding the 2030 Notes Exchange Cap.

The Company has the conditional right to redeem the notes for cash on or after July 2, 2028 at 100.0 % of the principal amount, plus accrued and unpaid interest.

No sinking fund is provided for the 2030 Notes.

The Company has the right to repurchase notes in the open market or through other means, without the consent of holders and without prior notice.

In addition, upon the occurrence of a fundamental change, as defined in the 2030 Notes Indenture, prior to the maturity date, holders may require us to repurchase all or a portion of the 2030 Notes for cash.

The 2030 Notes Indenture contains customary non-financial covenants and covenants relating to events of default.

If an event of default occurs and is continuing, the principal amount of the 2030 Notes and any accrue d and unpaid interest may be declared immediately due and payable.

In the case of bankruptcy or insolvency, the principal amount of the 2030 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

debt discount

Total $ 192,727

The 2030 Notes will be considered in default if there is a default by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $ 75.0 million.

The carrying value of the 2030 Notes was determined by deducting third party transaction costs incurred in connection with the issuance of the 2030 Notes of $ 2.3 million from the 2030 Notes fair value of $ 267.7 million at issuance.

The fair value of the principal of the 2030 Notes at issuance was determined using a lattice model.

The transaction costs are amortized as interest expense.

The fair value of the 2030 Notes exceeds the principal amount by $ 23.6 million.

This premium is being amortized over the term of the 2030 Notes as a reduction of interest expense.

Together with the cash interest, the amortization of debt issuance costs and debt premium result in an effective interest rate of 2.99 % over the term of the 2030 Notes.

We classified the fair value of the 2030 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 2030 Notes and our cost of debt.

The estimated fair value of the 2030 Notes as of December 31, 2025 was $ 223.4 million and was determined using a lattice model.

During the year ended December 31, 2025, we recognized interest costs on the 2030 Notes, which are presented in Other income (expense), net in the Consolidated Statement of Operations, as follows (in thousands):

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, 2025

Contractual interest

Amortization of debt discount

Amortization of debt premium and debt issuance costs, net

Total $ 3,956

Convertible Senior Secured Notes due 2027

In November 2024, the Company issued $ 197.3 million aggregate principal amount of its senior, secured 2027 Notes to the 2027 Notes Offering Participants in a private offering.

The interest on the 2027 Notes is payable semi-annually in arrears on March 15 and September 15 of each year.

The initial conversion rate of the 2027 Notes is 33.333 shares of Company Common Stock 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.

The 2027 Notes are convertible into Common Stock or a combination of cash and Common Stock, at the Company's election.

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, 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 2027 Notes Exchange Cap is not extinguished and is suspended until such holder advises the Company in writing that it may receive the 2027 Notes Excess Shares without exceeding the 2027 Notes Exchange Cap.

The 2027 Notes will be considered in default if there is a default by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $ 35.0 million.

Concurrent with the issuance of the 2030 Notes in exchange for a large portion of the 2027 Notes, all of the negative covenants and related provisions from the 2027 Notes Indenture were eliminated, and all of the liens on the collateral securing the obligations under the 2027 Notes were released.

In addition, the Company was relieved of its obligation to pay additional interest of 2.5 % per annum of the 2027 Notes in the event that it failed to sell or pledge certain of its assets as part of the collateral for the 2027 Notes.

Following the issuance of the 2030 Notes and partial exchange of the 2027 Notes on July 2, 2025, the remaining outstanding principal of the 2027 Notes was $ 47.3 million and the annual effective interest rate is 7.27 %.

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.

The estimated fair value of the 2027 Notes as of December 31, 2025 and 2024 was $ 48.8 million and $ 192.0 million and was determined using a lattice model.

During the years ended December 31, 2025 and 2024, we recognized interest costs on the 2027 Notes, which are presented in Other income (expense), net in the Consolidated Statements of Operations, as follows (in thousands):

Year Ended December 31,

Contractual interest

$ 7,693 $ 1,438

Amortization of debt discount

Total $ 8,633 $ 1,658

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):

Principal amount $ 53,740 $ 230,000

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):

Convertible Senior Notes due 2026

In March and April 2021, the Company issued $ 230.0 million aggregate principal amount of its senior, unsecured 2026 Notes in a private offering to qualified institutional buyers.

The interest on the 2026 Notes is payable semi-annually in arrears on March 15 and September 15 of each year.

In connection with the issuance of the 2027 Notes in November 2024, the Company exchanged $ 176.3 million aggregate principal amount of 2026 Notes held by the 2026 Notes Offering Participants for $ 176.3 million aggregate principal amount of the 2027 Notes.

Following the issuance of the 2027 Notes and partial exchange of the 2026 Notes in November 2024, the remaining outstanding principal of the 2026 Notes was $ 53.7 million.

Following the issuance of the 2030 Notes and partial exchange of the 2026 Notes on July 2, 2025, the remaining outstanding principal of the 2026 Notes was $ 33.7 million and the annual effective interest rate of the 2026 Notes remained 1.83 %.

Each $1,000 of principal amount of the 2026 Notes initially is convertible into 14.680 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.

The 2026 Notes are convertible into cash, shares of our Common Stock, or any combination of cash and shares of our Common Stock.

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.

The 2026 Notes will be considered in default if there is a default by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $ 50.0 million.

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, 2025 and December 31, 2024 w as $ 33.4 million and $ 48.7 million and was determined using a lattice model.

During the year ended December 31, 2025 and 2024, we recognized interest costs on the 2026 Notes, which are presented in Other income (expense), net in the Consolidated Statements of Operations, as follows (in thousands):

Year Ended December 31,

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Amortization of debt discount 305 1,434

Loss on extinguishment of exchanged debt 1,631 —

Total $ 798 $ 3,661

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.

In connection with the issuance of the 2026 Notes, we entered into privately-negotiated capped call transactions.

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

During the year ended December 31, 2025, the Company entered into agreements with the bank counterparties to collectively unwind and terminate 196,200 capped call transactions, which is equal to the proportion of the total principal of the 2026 Notes that was exchanged for the 2027 Notes and 2030 Notes.

The Company received cash proceeds of $ 2.7 million for the settlement of the capped call transactions.

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.

Upon entering into the unwind and termination agreements, the Company determined the related portion of the capped call transactions no longer met the criteria for equity classification.

The remaining capped call transactions continue to be accounted for as freestanding financial instruments and recorded at the initial fair value 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.

Revolving Credit Agreement

In May 2019, we entered into the Credit Agreement, as amended from time to time, with a maturity date of May 14, 2024.

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 11, 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.

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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 February 2024, we paid off all amounts outstanding under the Credit Agreement using a portion of the $ 80.0 million in proceeds received from the Rights Offering.

The Payoff Amount included $ 42.8 million in principal, $ 0.1 million in interest and $ 0.2 million in fees.

The payoff terminated our right and obligations under the Credit Agreement, 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.

The amounts committed to letters of credit under the Cash Collateral Agreement and Credit Agreement as of December 31, 2025 and December 31, 2024 were $ 32.8 million and $ 33.7 million.

Pursuant to the Cash Collateral Agreement, cash collateral is required for letters of credit and treated as restricted cash, which is presented in Prepaid expense and other current assets on the Consolidated Balance Sheets.

See Note 7, Supplemental Consolidated Balance Sheets and Statements of Operations Information , for additional information.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our operating leases primarily consist of leases for real estate throughout the world with lease expirations between 2025 and 2028.

Our leases primarily consist of operating leases for real estate throughout the world with lease expirations between 2026 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.

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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.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s lease for its former headquarters at 600 West Chicago was terminated effective January 31, 2024, in accordance with the early termination option previously exercised.

All related obligations, including the required termination payment of $ 9.6 million, were fully settled as of the lease expiration.

As of December 31, 2025, the Company has no ongoing obligations related to the 600 West Chicago lease.

We subleased a portion of 600 West Chicago to Uptake, Inc., 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.

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The following summarizes right-of-use assets as of December 31, 2025 and 2024 (in thousands):

December 31, 2024 December 31, 2023

Right-of-use assets - operating leases $ 12,387 $ 10,555

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Right-of-use assets - operating leases, net $ 6,316 $ 6,041

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.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes our lease costs and sublease income for the years ended December 31, 2025, 2024 and 2023 (in thousands):

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2025 2024 2023

Financing lease cost:

Amortization of right-of-use assets $ — $ — $ 543

Interest on lease liabilities — — 12

Total finance lease cost — — 555

Operating lease cost

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Total lease cost $ 4,717 $ 4,475 $ 11,313

(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.

(1) Sublease income, gross is primarily presented as Restructuring and related charges (credits) in the Consolidated Statement of Operations for the year ended December 31, 2023.

Additionally, for the year ended December 31, 2023, subl ease income, gross includes the settlement related to Uptake.

See Note 10, Commitments and Contingencies, for additional information.

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As of December 31, 2025, 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 %

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2025 and 2024, the weighted-average remaining lease term and weighted-average discount rate for our operating leases were as follows:

Weighted-average lease term 2 years 2 years

Weighted-average discount rate 6.3 % 6.4 %

COMMITMENTS AND CONTINGENCIES

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Total contractual purchase obligations $ 31,135

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

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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.

On October 31, 2024, we learned the highest-level court declined to hear our appeal related to a Portugal VAT assessment for the periods from 2013 to 2015 of approximately $ 4.7 million, inclusive of penalties and interest through December 31, 2025.

This assessment became final and due during the fourth quarter of 2024 and is expected to be paid in 2026.

The related obligation for this assessment is presented in Accrued expenses and other current liabilities in our Consolidated Balance Sheets as of December 31, 2025.

We currently have a bank guarantee of $ 4.1 million in place relating to this assessment that is classified as restricted cash in our Consolidated Balance Sheet as of December 31, 2025 and is expected to be paid in 2026.

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 $ 5.0 million, inclusive of penalties and interest through December 31, 2025.

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

During 2024, we received a negative ruling at the lowest level court and subsequently lodged an appeal to the second-level court to assert factual and legal challenges to this assessment.

Accordingly, we recorded a contingent liability of $ 4.6 million in 2024, reflecting our assessment that an adverse outcome is probable.

As of December 31, 2025, there have been no further updates related to the appeal or the status of this contingent liability.

We currently have a bank guarantee of $ 4.4 million in place relating to this assessment that is classified as restricted cash in our Consolidated Balance Sheet as of December 31, 2025.

A Groupon subsidiary in Italy, Groupon S.r.l., recently resolved a tax dispute with the Italian tax authorities relating to the $ 134.9 million Italy 2012 Assessment and $ 35.1 million Italy 2017 Assessment, inclusive of taxes, penalties and interest through December 31, 2025.

Refer to Note 15, Income Taxes, for additional information.

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.

We previously 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.

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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.

The settlement was recorded within Restructuring and related charges (credits) in the Consolidated Statement 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.

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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 also are subject to consumer claims, lawsuits, and arbitration matters 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, lawsuits, and arbitrations matters, 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.

In addition, plaintiffs’ firms have increasingly used mass arbitration tactics, in which large numbers of substantially similar individual arbitration demands are filed simultaneously, often seeking to impose significant upfront filing, administrative, or settlement costs regardless of the merits of the underlying claims.

The use of such tactics could increase our dispute resolution costs, divert management attention, and adversely affect our results of operations, even if the claims asserted are not ultimately successful.

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.

We establish an accrued liability for loss contingencies related to legal, regulatory and indirect tax 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.

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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.

Our accrued liabilities for loss contingencies related to legal, regulatory and indirect tax 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.

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We estimated the indemnification liabilities using a probability-weighted expected cash flow approach.

In 2020 and 2019, we decreased our indemnification liabilities due to the expiration of certain indemnification obligations.

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.

After negative rulings at the first and second tier courts in March 2024 and April 2025 for the majority of the assessed amounts, the Company filed a special appeal to the second-level court requesting the court to revisit certain aspects of its decision.

The second-level court denied the special appeal and Groupon filed an appeal with the third tier court.

For one of the matters to be appealed, in the first quarter of 2025, the Company concluded an adverse outcome is probable based on the second tier court findings specific to that case.

The Company therefore determined it is probable a loss has been incurred for this individual matter and recorded additional liability of $ 0.6 million, including interest and penalties, which is presented within Income (loss) from discontinued operations on the Consolidated Statement of Operations for the year ended December 31, 2025.

Our total remaining indemnification liabilities were $ 3.4 million as of December 31, 2025, inclusive of the contingent liability of $ 0.6 million.

We estimate that the total amount of obligations that are reasonably possible to arise under the indemnifications should not exceed our bank guarantee of $ 10.2 million for these assessments.

Our bank guarantee is classified as restricted cash in our Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024.

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.

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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

During the year ended December 31, 2025, we did no t repurchase any shares under

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 of December 31, 2025, $ 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 Notes, share price, available cash and other factors, and the share repurchase program may be terminated at any time.

Rights Offering

On January 22, 2024, we announced the closing of our $ 80.0 million fully backstopped Rights Offering for shares of our Common Stock.

Pursuant to the terms of the Rights Offering, 7,079,646 shares of Common Stock were purchased at $ 11.30 per share, generating $ 80.0 million in gross proceeds, less issuance costs incurred.

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.

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Groupon, Inc.

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.

In August 2011, we established the 2011 Plan under which options, RSUs, and 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.

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$ 37,774 $ 26,734 $ 14,481

(1) Excludes expense related to the 2024 Executive PSUs that are required to be settled in cash.

(1) Excludes expense related to the 2024 Executive PSUs that were required to be settled in cash.

Employee Stock Purchase Plan

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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 RSUs generally have vesting periods between one and three 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, 2025:

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Forfeited ( 200,116 ) 12.09

Reclassified from Liability (1)

109,120 $ 33.91

Unvested at December 31, 2025 555,564 $ 17.36

(1) Reclassification of liability-classified 2024 Executive PSUs following modification of the award to equity-classified units as of June 26, 2025.

Please refer to the modification details in the "Liability-classified 2024 Executive PSU" section below.

The weighted-average grant date fair value of RSUs granted in 2024 and 2023 was $ 10.56 and $ 5.26 .

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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 contractual term for these stock options expires three years from the grant date, provided that if the expiration date falls during a blackout period, the expiration is extended until 30 calendar days after the end of the blackout period.

The fair value of stock options on the grant date is amortized on a straight-line basis over the requisite service period.

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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.

There were no stock options granted or exercised during the year ended December 31, 2025 and 2024.

Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands)

Outstanding at December 31, 2024 3,062,500 6.00 1.25 18,834

3,062,500 $ 6.00 2.25 $ 20,948

Outstanding at December 31, 2025 3,062,500 6.00 0.25 35,556

Exercisable at December 31, 2025 3,062,500 $ 6.00 0.25 $ 35,556

(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-

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

average period of 0.25 years.

As of December 31, 2025, there was no unrecognized compensation costs related to unvested stock options granted under the 2011 Plan.

The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $ 0.4 million, $ 2.2 million and $ 0.8 million.

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These taxes will be recognized in the Consolidated Statement of Operations upon any subsequent sale of the shares acquired upon exercise of the options.

Upon exercise, the Company may also recognize a liability in the Consolidated Balance Sheet for the employee's portion of taxes that are required to be remitted to the tax authorities on behalf of the CEO.

On November 5, 2025, the Company and its CEO, Dušan Šenkypl, entered into an amendment to his Stock Option Agreement, dated March 30, 2023, to permit the use of a cashless, share-withholding mechanism for the payment of immediate income tax obligations arising upon exercise vested options.

The amendment did not modify the number of shares, exercise price, vesting schedule, or other material terms of the award.

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.

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.

We grant PSU awards to our executive and upper management teams.

Vesting of our 2025 PSUs, 2024 Executive PSUs and 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.

We granted 2025 PSUs in May, June, July, and October 2025.

The 2025 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, 2026 and ending on May 1, 2028.

The 2025 PSUs have four stock price hurdles:

$ 19.75 , $ 26.76 , $ 31.01 , and $ 68.82 , based on a 90 consecutive calendar day volume-weighted average stock price.

The shares awarded under the 2025 PSUs are divided equally between four tranches corresponding to achievement of each stock price hurdle.

The shares will vest when both a stock price hurdle is achieved and a service condition is fulfilled.

Specifically, the service condition for:

(i) 33 % of the award will be met after May 1, 2026;

(ii) an additional 33 % of the award will be met after May 1, 2027;

and (iii) the final 34 % of the award will be met after May 1, 2028.

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 explicit service period for each award exceeds the derived service period and therefore we recognize the expense over the explicit service period.

The key inputs used in the Monte Carlo simulation and requisite service period for the 2025 PSUs are outlined in the following table:

May 20, 2025 (1)

Dividend yield 0.00 %

Risk-free interest rate 3.91 %

Expected volatility 98.88 %

Requisite service period (in years)

(1) Only one award of 2025 PSUs was granted in June 2025, three awards of 2025 PSUs were granted in July 2025, and four awards of 2025 PSUs were granted in October 2025.

Key inputs used in the Monte Carlo simulation and requisite service period are materially the same as the awards granted in May 2025.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The table below summarizes 2025 PSU activity for the year ended December 31, 2025:

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Granted 1,869,411 24.10

Vested ( 422,368 ) 6.35

Forfeited ( 139,343 ) 23.71

Unvested at December 31, 2025 1,730,068 $ 24.14

Maximum shares issuable upon vesting at December 31, 2024

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.

As of December 31, 2025, we had unrecognized compensation costs related to unvested 2025 PSUs of $ 25.9 million.

The cost is expected to be recognized over a remaining weighted-average period of 1.57 years.

2024 Executive PSUs

Equity-classified 2024 Executive PSUs

On June 12, 2024 and October 14, 2024, we granted 2024 Executive PSUs.

We granted 2024 Executive PSUs on June 12, 2024 and October 14, 2024.

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 achievement of the stock price hurdles is measured during a period beginning on February 2, 2025 and ending on May 1, 2027.

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.

$ 14.86 , $ 20.14 , $ 31.01 , and $ 68.82 based on a 90 consecutive calendar day volume-weighted average stock price.

The shares awarded under the 2024 Executive PSUs are divided equally between four tranches corresponding to achievement of each stock price hurdle.

The shares will vest when both a stock price hurdle is achieved and a service condition is fulfilled.

Specifically, the service condition for:

(i) 33 % of the award will be met after May 1, 2025;

(i) 33 % of the award was met on 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.

and (iii) 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.

The explicit service period for each award exceeds the derived service period and therefore we recognize the expense over the explicit service period.

GROUPON, INC.

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Unvested at December 31, 2024 3,698,064 $ 13.29

Granted 3,698,064 13.29

Vested ( 848,408 ) 13.75

Forfeited ( 389,984 ) 12.60

Reclassified from Liability (1)

130,683 28.54

Unvested at December 31, 2025 2,590,355 $ 14.00

(1) Reclassification of liability-classified 2024 Executive PSUs following modification of the award to equity-classified units as of June 26, 2025.

Please refer to the modification details in the "Liability-classified 2024 Executive PSU" section below.

As of December 31, 2025, we had unrecognized compensation costs related to unvested equity-classified 2024 Executive PSUs of $ 10.0 million.

The cost is expected to be recognized over a remaining weighted-average period of 1.06 years.

The total fair value of equity-classified 2024 Executive PSUs that vested during each of the years ended December 31, 2025 and 2024 was $ 26.7 million and $ 0 , respectively.

In 2025, the first, second, and third stock price hurdles were achieved based on the respective 90 consecutive calendar day volume-weighted average stock price.

Accordingly, 848,408 equity-classified 2024 Executive PSUs vested following certification of the Compensation Committee's determinations as to the satisfaction of the other requirements for such 2024 Executive PSUs.

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 %.

In October 2024, the Compensation Committee approved a cash incentive award, which was required to be settled in cash upon vesting.

The award was subject to the same market, performance and service conditions as the 2024 Executive PSUs.

Upon vesting, the cash settlement, if any, was 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 related award obligation was presented within Accrued expenses and other current liabilities on the Consolidated Balance Sheet.

In May 2025, the first stock price hurdle of $ 14.86 was achieved based on the 90 consecutive calendar day volume-weighted average stock price.

Accordingly, the equivalent of up to 21,563 liability-classified 2024 Executive PSUs were eligible to be settled in cash subject to the Compensation Committee’s determinations as to the satisfaction of the other requirements for such 2024 Executive PSUs.

The cash settlement of approximately $ 0.6 million was paid during the second quarter of 2025.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In June 2025, the second stock price hurdle of $ 20.14 was achieved based on the 90 consecutive calendar day volume-weighted average stock price.

In the same month, the Compensation Committee approved a modification to the award to require settlement in shares of the Company's Common Stock.

As a result of this change, the award was reclassified from a liability-classified award to an equity-classified award, effective as of the modification date.

The modification did not affect the market, performance, or service conditions, nor any other terms of the award, aside from the change in settlement method.

For the portion attributable to the first and second stock price hurdles but not yet settled in cash, the award was exchanged for RSUs.

For the portion attributable to the third and fourth stock price hurdles, the award was exchanged for equity-classified PSUs.

The Company reclassified the fair value of the liability as of the modification date to Additional paid-in-capital and will recognize any remaining unrecognized compensation cost on a straight-line basis over the remaining requisite service period.

The fair value of the awards immediately before the modification, which was used as the basis for the reclassification, was $ 2.2 million.

The fair value of the modified, equity-classified award as of the modification date was estimated using a Monte Carlo simulation.

The key inputs used in the initial Monte Carlo simulation for the units originally granted in October 2024 were the risk-free rate of 3.86 %, dividend yield of 0.00 %, and our stock price volatility of 98.70 %.

The key inputs used in the Monte Carlo simulation for the same units originally granted in October 2024 as part of the modification were a risk-free rate of 3.71 %, dividend yield of 0.00 %, and a stock price volatility of 98.59 %.

The table below summarizes liability-classified 2024 Executive PSU activity for the year ended December 31, 2025:

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Unvested at December 31, 2024 261,365 $ 6.70

Granted 261,365 6.70

Vested ( 21,562 ) 6.70

Forfeited — —

Reclassified to Equity ( 239,803 ) $ 6.70

Unvested at December 31, 2025 — $ —

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.

The Company had no liability-classified share-based compensation awards outstanding as of December 31, 2025.

We recorded $ 1.9 million of incremental stock-based compensation expense during the year ended December 31, 2025 as a result of the modification.

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, 2024, no shares were issued upon vesting in April 2025 as the specified performance conditions were not met by the end of the performance period.

The table below summarizes PSU activity for the year ended December 31, 2025:

PSUs Weighted-Average Grant Date Fair Value (per unit)

Unvested at December 31, 2024 16,417 $ 16.68

Forfeited ( 16,417 ) 16.68

Unvested at December 31, 2025 — $ —

Major Rocket Incentive Shares

On March 11, 2025, the Company entered into a marketing agreement with Major Rocket with a three-year contractual term beginning January 1, 2025.

Pursuant to the Major Rocket Agreement, Major Rocket provides

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 ranging in amount from $ 10.0 million to $ 25.0 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 Common Stock or, at the Company’s election, the payment of cash in an amount equal to the then current value of such shares.

The award is equity-classified under ASC Topic 718, Compensation - Stock Compensation , given the Company's intent and ability to settle the awards in shares of Common Stock.

The total compensation expense is measured at the grant-date fair value of the maximum number of shares issuable, which was approximately $ 9.3 million, based on the grant date share price as of March 11, 2025.

Compensation expense is recognized over the service period as Major Rocket’s services are received through December 31, 2027, or earlier if all the financial benchmarks are met before then, and only when achievement of these benchmarks becomes probable.

As of December 31, 2025, the achievement of these benchmarks was deemed not probable based on forecasted results through the end of 2027.

Therefore, $ 0.8 million of compensation expense recognized during the second and third quarters of 2025 was fully reversed in the fourth quarter.

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.

Each participant may elect to defer a portion of their 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.

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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.

As of December 31, 2024 and 2023, our deferred revenue was $ 4.1 million and $ 2.7 million and primarily related to Giftcloud gift card revenue which was recognized upon customer redemption.

As a result of the sale of Giftcloud during the second quarter 2025, our deferred revenue was immaterial as of December 31, 2025.

All deferred revenue was recognized in the following annual period for the respective year-end.

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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.

Costs incurred related to the Italy Restructuring Plan are classified as Restructuring and related charges (credits) on the Consolidated Statements of Operations.

All activity is within our International segment.

Within the Consolidated Statement of Operations, we recorded an immaterial amount of Restructuring and related charges (credits) associated with this plan for the year ended December 31, 2025.

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.

Costs incurred related to the restructuring plans are classified as Restructuring and related charges (credits) on the Consolidated Statements of Operations.

The restructuring activities are summarized by plan in the sections below.

5 unchanged sentences

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.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the years ended December 31, 2025 and 2024, we recorded an immaterial amount of Restructuring and related charges and (credits) under the 2022 Restructuring Plan in the Consolidated Statements of Operations, primarily related to the release of our estimated accruals for certain severance benefits upon expiration of the eligible payout period or resolution.

The following table summarizes activity by segment related to the 2022 Restructuring Plan for the year ended December 31, 2023 (in thousands):

Year Ending December 31, 2023

5 unchanged sentences

(1) The employee severance and benefits costs for the year ended December 31, 2023 are related to the termination of approximately 470 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

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

(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.

The liability associated with the 2022 Restructuring Plan, as recorded in the Consolidated Balance Sheet as of December 31, 2023, was not material.

2020 Restructuring Plan

1 unchanged sentence

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.

Our 2020 Restructuring Plan included workforce reductions of approximately 1,600 positions globally, the exit

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

During the years ended December 31, 2025 and 2024, we recorded an immaterial amount of Restructuring and related charges and (credits) under the 2020 Restructuring Plan in the Consolidated Statements of Operations, primarily related to the release of our estimated accruals for certain severance benefits upon expiration of the eligible payout period or resolution.

The following table summarizes activity by segment related to the 2020 Restructuring Plan for the year ended December 31, 2023 (in thousands):

Year Ending December 31, 2023

Employee Severance and Benefit Costs (Credits) Legal and Advisory Costs (Credits)

Lease-related Charges (Credits)

Total Restructuring Charges (Credits)

Right-of-Use Asset Impairments and Lease-related Charges (Credits) Total Restructuring Charges (Credits)

North America (1)

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(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.

The liability associated with the 2020 Restructuring Plan, as recorded in the Consolidated Balance Sheet as of December 31, 2023, was not material.

As a part of our 2020 Restructuring Plan, we terminated or modified several of our leases.

1 unchanged sentence

See Note 10, 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.

In January 2023, we exercised our option to early terminate our lease at 600 West Chicago, which expired on January 31, 2024, which required us to pay $ 9.6 million with our early termination notice.

See Note 4, Property, Equipment and Software, Net and Note 9, 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.

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.

The components of pretax income (loss) for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

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International 20,157 ( 84,243 ) ( 59,711 )

Income (loss) before provision (benefit) for income taxes

Income (loss) from continuing operations before provision (benefit) for income taxes

$ ( 45,456 ) $ ( 30,391 ) $ ( 43,426 )

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Provision (benefit) for income taxes for the years ended December 31, 2025, 2024 and 2023 consisted of the following components (in thousands):

13 unchanged sentences

$ 35,625 $ 26,123 $ 9,508

For the year ended December 31, 2025, the Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The adoption resulted in enhanced income tax disclosures as presented below.

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 year ended December 31, 2025 were as follows (in thousands, except percentages):

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,

federal income tax rate (benefit) provision at statutory rate $ ( 9,546 ) 21.0 %

State income taxes, net of federal benefits (1)

2,002 ( 4.4 ) %

State tax credits 2,100 ( 4.6 ) %

Change in valuation allowance - U.S.

State ( 3,121 ) 6.9 %

Foreign Tax Effects

Non-deductible stock-based compensation awards 1,013 ( 2.2 ) %

Change in valuation allowance 3,277 ( 7.2 ) %

Non-deductible interest expense 2,855 ( 6.3 ) %

Local statutory timing differences ( 2,503 ) 5.5 %

Statutory rate difference between Ireland and the United States 2,331 ( 5.1 ) %

FX on non-trade balances ( 1,030 ) 2.3 %

Tax Assessment settlements 25,259 ( 55.6 ) %

Change in valuation allowance 1,892 ( 4.2 ) %

Deductible interest expense ( 1,690 ) 3.7 %

Effects of deferred rate change 3,685 ( 8.1 ) %

Change in valuation allowance ( 3,677 ) 8.1 %

Change in valuation allowance ( 1,258 ) 2.8 %

United Kingdom

(Gain) loss on sale of subsidiaries ( 1,214 ) 2.7 %

Group relief adjustment 790 ( 1.7 ) %

Statutory rate difference between the UK and the United States 433 ( 1.0 ) %

Foreign currency ( 52 ) 0.1 %

Other ( 46 ) 0.1 %

Change in valuation allowance - U.S.

Federal ( 3,255 ) 7.2 %

Nontaxable or Nondeductible Items

Convertible debt extinguishment 17,024 ( 37.5 ) %

Subpart F Income 2,419 ( 5.3 ) %

Non-deductible stock-based compensation expense 2,091 ( 4.6 ) %

Non-deductible or non-taxable items 68 ( 0.1 ) %

Changes in unrecognized tax benefits ( 4,222 ) 9.3 %

Effective tax rate/Provision for income taxes $ 35,625 ( 78.4 ) %

(1) State taxes in New York, New Jersey, Illinois and Massachusetts made up the majority (greater than 50%) of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, 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 were as follows (in thousands):

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31,

federal income tax provision (benefit) at statutory rate $ ( 6,382 ) $ ( 9,120 )

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

14 unchanged sentences

This resulted in an adverse impact to the Provision (benefit) for income taxes in this rate reconciliation for the years ended December 31, 2025, 2024 and 2023 prior to the impact of valuation allowances, due to the net pretax losses from operations in certain foreign jurisdictions with lower tax rates.

Income taxes paid, net of refunds received, summarized by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 are as follows (in thousands):

Year Ended December 31,

United States - Federal $ 4,587

United States - State and Local 1,368

United Kingdom 6,020

Czech Republic 3,438

Poland ( 1,585 )

Total income tax payments $ 36,771

For the years ended December 31, 2024 and 2023, income taxes paid, net of refunds received were $ 15.5 million and $ 7.9 million.

GROUPON, INC.

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Net operating loss and tax credit carryforwards 233,215 214,944

214,944 217,560

Property, equipment and software, net 8,984 14,022

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14,278 16,259

Other 274 171

Total deferred tax assets 334,238 309,542

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Net deferred tax asset (liability) $ 7,583 $ 4,153

(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.

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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.

Given the Company’s recent history of U.S.

taxable earnings, we believe that there is a possibility that within the next twelve months sufficient positive evidence may become available to allow the Company to reach a conclusion that a significant portion of the U.S.

federal and state valuation allowance recorded will no longer be needed.

The reversal would result in an income tax benefit for the quarterly and annual fiscal period in which the Company releases the valuation allowance.

However, the exact timing and amount of the valuation allowance release, if at all, are subject to significant judgment and are dependent on the level of profitability and likelihood of future utilization of attributes that we are able to actually achieve.

We had $ 14.0 million of federal net operating loss carryforwards as of December 31, 2025 which will begin expiring in 2027.

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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

We recognize 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

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 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, 2025, 2024 and 2023 (in thousands):

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Ending Balance $ 19,753 $ 22,424 $ 33,599

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.

The total amount of unrecognized tax benefits as of December 31, 2025, 2024 and 2023 that, if recognized, would affect the effective tax rate are $ 12.1 million, $ 11.9 million and $ 7.6 million, respectively.

We recognized $ 0.8 million of interest and penalties benefit and $ 0.7 million and $ 0.6 million of interest and penalties expense within Provision (benefit) for income taxes on our Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023.

Total accrued interest and penalties as of December 31, 2025 and 2024 were $ 1.1 million and $ 1.9 million, respectively, and are included within Other non-current liabilities in our Consolidated Balance Sheets.

We are currently under audit by several foreign jurisdictions.

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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

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

We are subject to claims for tax assessments by foreign jurisdictions.

On August 5, 2025, Groupon S.r.l.

and the Italian Tax Authority reached an agreement in principle to resolve the Italy 2012 and 2017 Assessments.

On December 29, 2025, Groupon S.r.l.

and the Italian tax authorities entered into a binding framework agreement that definitively resolves all outstanding tax disputes involving Groupon S.r.l.

Under the terms of the agreement, the total settlement amount was approximately $ 25.3 million (€ 21.5 million).

Of this amount, $ 10.4 million (€ 8.9 million) had previously been paid through installment plans.

As a result, Groupon S.r.l.

paid an additional $ 14.8 million (€ 12.6 million) in December 2025, representing the net amount due after accounting for the refund of prior payments.

An immaterial additional amount was paid in the first quarter of 2026.

Following these payments, the Company considers the matters covered by the Italy 2012 and 2017 Assessments to be effectively settled as of December 31, 2025, and the Company does not expect any further material obligations relating to these assessments.

In general, it is our practice and intention to reinvest the earnings of our non-U.S.

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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.

Enactment of the One Big Beautiful Bill Act

On July 4, 2025, the OBBB Act was enacted into law in the U.S.

The OBBB Act introduces significant changes to the federal income tax code, including changes to the deductibility of R&D expenses, bonus depreciation, limitation on interest deductibility, international taxation and minimum tax rules.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We have included the impact of the OBBB Act in our financial statements as of December 31, 2025.

This resulted in a benefit to our annual effective tax rate for the year ended December 31, 2025, primarily due to the elimination of the requirement to capitalize and amortize U.S.

based R&D expenditures.

The application of this provision resulted in favorable cash tax impacts for the 2025 tax year, as more R&D costs were deductible in the current period, reducing taxable income and current tax payments.

In addition, the immediate deductibility of US based R&D expenditures reduced our US deferred tax assets that had been recorded under the prior rule requiring capitalization and amortization of those costs.

This decrease was offset by a corresponding reduction in our valuation allowance.

We will continue to evaluate the implications of the OBBB Act, including potential state income tax conformity, and will adjust estimates and the impact to our income tax provision as additional guidance is issued.

VARIABLE INTEREST ENTITY

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(1) either party becoming a majority owner;

(2) July 2025;

(2) upon expiration of the agreement on March 31, 2026, unless otherwise extended;

(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;

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Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace.

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.

GROUPON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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:

Cash equivalents .

Cash equivalents primarily consisted of AAA-rated money market funds.

We classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets.

Fair value option investments and available-for-sale securities.

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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 did not record any significant nonrecurring fair value remeasurements for the years ended December 31, 2025 and 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 6, 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.

Our financial instruments not carried at fair value consist primarily of accounts receivable, restricted cash, accounts payable, accrued merchant and supplier payables, accrued expenses and the Notes.

The Notes are recognized at their respective fair values at issuance, subject to applic able debt pre mium, debt discount and deferred debt issuance costs, and subsequently measured at amortized cost.

See Note 8, Financing Arrangements , for additional information.

The carrying values of those assets and liabilities, other than the Notes, approximate their respective fair values as of December 31, 2025 and 2024 due to their short-term nature.

Goodwill Impairment

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.

INCOME (LOSS) PER SHARE

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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.

Potentially dilutive securities include stock options, RSUs, PSUs, ESPP shares, incentive shares, and the Notes.

If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share using the treasury stock method, except for the Notes, which are subject to the if-converted method.

GROUPON, INC.

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Basic and diluted net income (loss) per share:

Net Income (loss)

$ ( 56,514 ) $ ( 52,934 ) $ ( 234,380 )

Net Income (loss) - continuing operations $ ( 81,081 ) $ ( 56,514 ) $ ( 52,934 )

Net income (loss) attributable to noncontrolling interests 1,823 2,513 2,476

Net income (loss) attributable to common stockholders - continuing operations ( 82,904 ) ( 59,027 ) ( 55,410 )

Net income (loss) attributable to common stockholders - discontinued operations ( 616 ) — —

Basic net income (loss) attributable to common stockholders ( 83,520 ) ( 59,027 ) ( 55,410 )

( 59,027 ) ( 55,410 ) ( 237,609 )

Weighted-average common shares outstanding 40,299,826 39,170,368 31,243,179

39,170,368 31,243,179 30,166,100

Net income (loss) per share:

Continuing operations $ ( 2.06 ) $ ( 1.51 ) $ ( 1.77 )

Discontinued operations ( 0.02 ) — —

Basic and diluted net income (loss) per share

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643,699 3,081,088 3,376,400

Stock options

Convertible Senior notes due 2027 (2)

4,102,466 750,438 —

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2,233,491 — —

Stock options

3,062,500 3,062,500 2,477,793

689,487 792,675 1,475,683

1,294,473 280,807 110,823

9,777 11,793 28,139

Total 12,678,437 11,060,389 10,845,238

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See Note 8, 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.

As of December 31, 2025, there were up to 1,730,068 shares of Common Stock issuable upon vesting of outstanding 2025 PSUs, 889,671 shares of Common Stock issuable upon vesting of outstanding 2024 Executive PSUs and 954,000 shares issuable upon vesting of outstanding Major Rocket incentive shares that were excluded from the table above as none of the applicable market or performance conditions were satisfied as of the end of the period.

See Note 12, Compensation Arrangements, for additional information.

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

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.

SEGMENT AND GEOGRAPHICAL INFORMATION

In accordance with 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 reviewed by our CODM, who is our CEO, 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.

The "management" approach, as defined within 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.

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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):

The following table summarizes contribution profit by reportable segment and reconciles total contribution profit for our reportable segments to consolidated income (loss) before provision (benefit) for income taxes for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Year Ended December 31,

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Selling, general and administrative 273,728 295,399 350,405

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 ) —

(Gain) on sale of business

( 10,650 ) — —

Restructuring and related charges (credits) ( 34 ) 1,066 8,006

Income (loss) from operations 23,640 8,794 ( 18,252 )

Loss on extinguishment of debt

( 99,925 ) ( 1,631 ) —

Other income (expense), net 30,829 ( 37,554 ) ( 25,174 )

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United States

$ 344 $ 1,037

Rest of the world (1)

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$ 1,472 $ 741

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.

(1) The increase is primarily attributable to Spain, Poland, United Kingdom, and India, during the year ended December 31, 2025.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data