Groupon Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrantý Filed by a party other than the Registrant¨

Check the appropriate box:

Groupon, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2024 PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

THE ANNUAL MEETING OF STOCKHOLDERS OF GROUPON, INC. WILL BE HELD

June 12, 2024 | 10:00 a.m. Central Time

NASDAQ: GRPN / ir@groupon.com

LETTER FROM THE

CHAIRMAN

Dear Stockholder:

I am pleased to invite you to attend the Annual Meeting of Stockholders of Groupon, Inc. (the “Annual Meeting”), which will be held at Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601, on June 12, 2024 at 10:00 a.m. Central Time. The doors will open at 9:30 a.m. Central Time.

The attached Notice of Annual Meeting of Stockholders and proxy statement (the “Proxy Statement”) contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

We urge you to read the accompanying Proxy Statement carefully and to vote “FOR” the director nominees proposed by the Board of Directors, “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024, “FOR” the non-binding, advisory approval of our named executive officer compensation, every“1 YEAR” for the frequency that we will hold a non-binding, advisory vote to approve of the compensation of our named executive officers,“FOR” the proposal to amend the Company’s incentive plan to increase the number of authorized shares thereunder in accordance with the recommendations of the Board of Directors and “FOR” the proposal to approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting. On behalf of the Board of Directors, I would like to express our appreciation for your interest in Groupon.

Sincerely,

Theodore Leonsis

Chairman of the Board of Directors

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD

June 12, 2024 | 10:00 a.m. Central Time

ITEMS OF BUSINESS

•To elect five directors from the nominees named in this Proxy Statement.

•To ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal year 2024.

•To conduct a non-binding, advisory vote to approve our named executive officer compensation, as described in this Proxy Statement.

•To conduct a non-binding, advisory vote on the frequency of the advisory vote to approve our named executive officer compensation.

•To approve an amendment of the Groupon, Inc. 2011 Incentive Plan, as amended (the “2011 Incentive Plan”), to increase the number of authorized shares thereunder (the “Share Increase Amendment”).

•To approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the other proposals at the time of the Annual Meeting (the “Adjournment Proposal”).

•To transact other business that may properly come before the Annual Meeting.

Record Date

Only stockholders of record at the close of business on April 18, 2024 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting.

Admission

If you are a record holder, you must provide identification, and if you hold your shares through a broker, bank or other nominee, you must also provide proof of ownership.

Proxy Voting

IMPORTANT: Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card will save the expenses and efforts of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares in person at the Annual Meeting, as your proxy is revocable at your option, as described in the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 12, 2024. We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain of our stockholders. The Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

By order of the Board of Directors,

Ted Leonsis

Chairman of the Board of Directors

Chicago, Illinois

April 29, 2024

The date of this Proxy Statement is April 29, 2024, and it is first being delivered to stockholders on or about April 29, 2024.

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