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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-11 · 73 added, 45 removed, 157 unchanged (43% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), as of December 31, 2025.

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

Based on that evaluation, our management concluded that, as of December 31, 2025, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Remediation of Previously Reported Material Weakness in Internal Control over Financial Reporting

We completed our remediation efforts, previously disclosed in Item 4.

"Controls and Procedures" of our Quarterly Report on Form 10-Q for the period ended September 30, 2025, to address the identified material weakness in the Company's internal controls over financial reporting relating to complex manual calculations.

The related controls were tested and the material weakness was remediated as of December 31, 2025.

Management’s Report on Internal Control over Financial Reporting

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

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

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

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

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

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

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

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

Remediation Plan and Status

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

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

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

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

• Added detective analytic management review controls

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

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

Management assessed the Company’s internal control over financial reporting as of December 31, 2025 using the criteria set forth in Internal Control—Integrated Framework (2013) issued by COSO.

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025.

The Company’s independent registered public accounting firm audited the effectiveness of the Company’s internal control over financial reporting and issued an attestation report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

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

Other than the remediation of the material weakness previously disclosed in our annual report for the year ending December 31, 2024, there were no changes during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

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and subsidiaries (the “Company”) 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 (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 10, 2026, expressed an unqualified opinion on those financial statements.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

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

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

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

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

/s/ Deloitte & Touche LLP

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During the year ended December 31, 2025, none of our officers or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Director Appointment;

Establishment of Artificial Intelligence Committee.

Effective March 10, 2026, the Board of Directors appointed Amit Shah to the Board and named him Chair of the Artificial Intelligence Committee of the Board (the “AI Committee”), which the Board established to provide focused Board-level oversight of the Company’s artificial intelligence strategy and related risks and opportunities.

The Board also approved amendments to the Company’s non-employee director compensation arrangements to provide additional compensation for service as chair and members of the AI Committee.

See Part III, Items 10, 11 and 13 of this Annual Report on Form 10‑K (each incorporated by reference to the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders) for additional information.

There are no arrangements or understandings between Mr.

Shah or any other persons pursuant to which Mr.

Shah was named a director of the Company.

Shah nor his immediate family members have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

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

Director appointment.

Effective March 10, 2026, our Board of Directors appointed Amit Shah as a director.

Shah brings significant public-company leadership and digital growth experience, including service as Chief Marketing Officer at 1-800-Flowers.com, Inc.

FLWS) (and previously President), as well as prior public-company board and audit committee experience, including as a former director and audit committee member at Blue Apron Holdings, Inc.

Shah is also the Founder and Chief Executive Officer of Instalily AI and has been recognized as an AI thought leader, including in the area of Responsible AI.

Additional information regarding Mr.

Shah and our other directors will be included in our 2026 Proxy Statement.

Artificial Intelligence Committee.

Contemporaneously with Mr.

Shah's appointment, our Board of Directors established an Artificial Intelligence Committee of the Board (the "AI Committee") to provide focused Board-level oversight of the Company's artificial intelligence strategy and related risks and opportunities, including, among other things, oversight of the Company's AI strategy, roadmap, and investments;

the Company's Responsible AI framework (including fairness, bias mitigation, transparency, and human oversight);

and the Company's preparedness for evolving AI-related legal and regulatory requirements, as well as AI model risk, security vulnerabilities, third-party dependencies, and reputational risk.

Shah has been named Chair of the AI Committee.

Additional information regarding the AI Committee, including its charter, responsibilities, and membership, will be included in our 2026 Proxy Statement.

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

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Incorporated by reference from the information under the captions "Named Executive Officer Compensation," "Director Compensation," "Compensation Discussion and Analysis," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report" in our 2026 Proxy Statement.

Such incorporated information will include a description of amendments to our non-employee director compensation program approved effective March 10, 2026, including additional compensation payable in connection with service as chair or a member of the Artificial Intelligence Committee of the Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Incorporated by reference from the information under the caption "Certain Relationships and Related Party Transactions" in our 2026 Proxy Statement.

Information regarding the Board's determination that Amit Shah is independent under the applicable listing standards and SEC rules, is incorporated by reference from the information under the caption "Director Independence" (or "Corporate Governance") in our 2026 Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

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

4.6 Form of 6.25% Convertible Senior Note due 2027 (included in Exhibit 4.5 and incorporated by reference to the Company's Current Report on Form 8-K filed on November 19, 2024) .

4.7 Indenture, dated as of July 2, 2025, between Groupon, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on July 2, 2025) .

4.8 F orm of 4.875% Convertible Senior Note due 2030 (incorporated by reference to the Company's Current Report on Form 8-K filed on July 2, 2025 ).

4.9 First Supplemental Indenture, dated as of July 2, 2025, among Groupon, Inc., the Guarantors signatory thereto and U.S.

Bank Trust Company, National Association, as trustee and as collateral agent (incorporated by reference to the Company's Current Report on Form 8-K filed on July 2, 2025) .

10.1* Form of Indemnification Agreement.**

1 unchanged sentence

10.3 Amended and Restated Groupon, Inc.

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

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

10.5 Form of Notice of Restricted Stock Unit Award under 2011 Incentive Plan.**

2011 Incentive Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule DEF14A, filed with the SEC on April 29, 2024).**

10.4 Non-Employee Directors’ Compensation Plan amended and restated as of January 1, 2022 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).**

10.5 Non-Employee Directors' Compensation Plan, amended and res tated as of March 9, 2026 .

10.6 Form of Notice of Restricted Stock Unit Award under 2011 Incentive Plan (incorporated by reference to the Company's Annual Report on Form 1 0-K for the year ended December 31, 2024).

10.7 Form of Notice of Performance Share Unit Award and Form of performance Share Unit Award Agreement under 2011 Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).**

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

10.16 Amendment #1 to Stock Option Agreement, dated November 5, 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on September 30, 2025).

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

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

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

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

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

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

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

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

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

10.29 A mended and Restated Groupon, Inc.

10.24 Amendment to CEO Employment Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed April 1, 2024) .

10.25 CEO Employment Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024) .

10.26 CEO Notice of Grant and Performance Share Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024) .

10.27 Amendment No.

1 to Performance Share Unit Award Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed December 31, 2025).**

10.28 CFO Merit Letter (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024) .

10.29 CFO Notice of Grant and Performance Share Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024) .

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

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

10.32 Amended and Restated Groupon, Inc.

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

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

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

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

10.32 M ajor Rocket Agreement, dated March 11, 2025

10.33 Form of Exchange and Subscription Agreement (incorporated by reference to the Company's Current Report on Form 8-K, filed November 12, 2024) .

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

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

10.35 Major Rocket Agreement, dated March 11, 2025 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2024)

10.36 Form of Exchange Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed on June 18, 2025) .

10.37 CEO Notice of Grant and Performance Share Agreement - May 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on June 30, 2025).**

10.38 CFO Notice of Grant and Performance Share Agreement - May 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on June 30, 2025) .**

10.39 CEO Notice of Grant and Performance Share Agreement - June 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on June 30, 2025) .**

10.40 CFO Notice of Grant and Performance Share Agreement - June 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on June 30, 2025) .**

10.41 Groupon S.r.l.

Italian Tax Framework Settlement Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed December 31, 2025) .

19 Groupon, Inc.

Amended and Restated Insider Trading Policy, dated October 19, 2023

Amended and Restated Insider Trading Policy, dated October 19, 2023 (incorporat ed by refer ence to the Company's Annual Report on Form 10-K for the year ended December 31, 2023).

21.1 Subsidiaries of Groupon, Inc.

23.1 Consent of Deloitte & Touche LLP .

24.1 Power of Attorney (included on signature page).

31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .

3 unchanged sentences

97 Groupon, Inc.

Clawback Policy

Clawback Policy (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2023).**

101.INS XBRL Instance Document

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POWER OF ATTORNEY

KNOWN BY ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Dusan Senkypl and Jiri Ponrt, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do or perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of his substitute or substitutes, may lawfully do to cause to be done by virtue hereof.

KNOWN BY ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Dusan Senkypl and Rana Kashyap, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do or perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of his substitute or substitutes, may lawfully do to cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 10, 2026.

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Dusan Senkypl

/s/ Jiri Ponrt

Chief Financial Officer (Principal Financial Officer)

/s/ Rana Kashyap Chief Financial Officer (Principal Financial Officer)

/s/ Kyle Netzly

8 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures