Groupon Inc
For the period ended Dec 31, 2024. Filed Mar 11, 2025.
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FY2024 · Filed Mar 11, 2025
GRPN$16.25+4.9%Stored close · as of Nov 9, 2026
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Glossary of Defined Terms
GLOSSARY OF DEFINED TERMS AND ABBREVIATIONS
Groupon, Inc. (the "Company," "we," "our," "us," and similar terms include Groupon, Inc. and it subsidiaries, unless the context indicates otherwise. The Company also uses several other terms in this Annual Report on Form 10-K, which are defined in the list below (the "Glossary"). Newly defined terms within this Annual Report on Form 10-K are included within the Glossary and may also be defined within applicable sections of this Annual Report.
| Abbreviation | Description |
|---|---|
| 2011 Plan | The Company’s 2011 Incentive Stock Plan, as amended |
| 2020 Restructuring Plan | April 2020 Board approved multi-phase restructuring plan |
| 2022 Cost Savings Plan | August 2022 Board approved multi-phase cost savings plan |
| 2022 Restructuring Plan | August 2022 Board approved restructuring plan, included within the 2022 Cost Savings Plan |
| 2024 Executive PSUs | Awards granted for our executive team under the 2024 PSU Program, which are earned based on the performance of our stock price and a service condition |
| 2025 Proxy | The Company's 2025 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of December 31, 2024 |
| 2026 Notes | The Company’s 1.125% convertible senior notes due March 2026 |
| 2026 Notes Indenture | Indenture agreement governing the 2026 Notes |
| 2027 Notes | The Company's 6.250% convertible senior secured notes due March 2027 |
| 2027 Notes Indenture | Indenture agreement governing the 2027 Notes |
| 600 West Chicago | The Company’s previously leased headquarters located in Chicago, Illinois |
| ABR | Alternate Base Rate |
| ASC | Accounting Standards Codification |
| Assessment | Income tax assessment from the Italian tax authority pertaining to Groupon S.r.l., which primarily relates to transfer pricing on transactions occurring in 2011 |
| ASU | Accounting Standards Update |
| Audit Committee | The Audit Committee of our Board of Directors |
| Backstop Party | Pale Fire Capital SICAV a.s. |
| Bank Secrecy Act | Bank Secrecy Act of 1970 |
| Board | The Company’s Board of Directors |
| CARD Act | Credit Card Accountability Responsibility and Disclosure Act of 2009 |
| Cash Collateral Agreement | Agreement dated March 2, 2023 with JPMorgan Chase Bank, N.A. |
| CCPA | California Consumer Privacy Act |
| CDPA | Virginia Consumer Data Protection Act |
| CEO | Chief Executive Officer |
| CFO | Chief Financial Officer |
| Code | United States Internal Revenue Code of 1986, as amended |
| CODM | Chief Operating Decision Maker |
| Common Stock | Company common stock, par value $0.00001 per share |
| Compensation Committee | Compensation Committee of the Board |
| COO | Chief Operations Officer |
| CPA | Colorado Privacy Act |
| CPRA | California Privacy Rights Act |
| Credit Agreement | Second amended and restated credit agreement JPMorgan Chase Bank, N.A., dated May 14, 2019, as amended from time to time and as terminated as of February 12, 2024 |
| CSRD | European Union’s Corporate Sustainability Reporting Directive |
| Dodd-Frank Wall Street Reform and Consumer Protection Act | A 2010 U.S. law aimed at reducing financial risk, increasing transparency, protecting consumers, and preventing another financial crisis through stricter regulations on financial institutions and markets. |
| EBITDA | Earnings Before Interest, Taxes, Depreciation and Amortization |
| ESG | Environmental, Social, Governance |
| ESPP | The Company’s 2012 Employee Stock Purchase Plan |
|---|---|
| Excess Shares | Shares exceeding the Exchange Cap |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| Exchange and Subscription Agreements | The privately-negotiated agreements entered into on November 12, 2024. |
| Exchange Cap | The limit on ownership percentage defined in 2027 Notes Indenture |
| Expiration Date | January 17, 2024, 5:00 p.m., New York City time, representing the date the subscription period for the Rights Offering expired |
| FASB | Financial Accounting Standards Board |
| FCPA | Foreign Corruption Practices Act |
| FinCEN | Financial Crimes Enforcement Network |
| GAAP | U.S. Generally Accepted Accounting Principles |
| GDPR | General Data Protection Regulation |
| Guarantors | Company's certain material wholly owned domestic subsidiaries guarantee 2027 Notes |
| Italy Restructuring Plan | July 2024 Board approved exit of the local business in Italy and the related restructuring actions associated with the exit |
| Major Rocket | Major Rocket LLC |
| Major Rocket Agreement | Incentive marketing agreement with Major Rocket entered into on March 11, 2025 |
| Monster LP | Monster Holdings LP |
| NBH | NetBrokers Holdings |
| Nearbuy | Nearbuy Pte Ltd. |
| NOL | Net Operating Loss |
| Offering Participants | Institutional “accredited investors” and/or “qualified institutional buyers” |
| Payoff Amount | Payment of $43.1 million to terminate all commitments to extend further credit under the Credit Agreement |
| PCAOB | Public Company Accounting Oversight Board |
| PCI | Payment Card Industry |
| PFC | Pale Fire Capital |
| PSU | Performance Share Units |
| Rights Offering | Board approved $80 million fully backstopped rights offering to the Company's stockholders that commenced on November 20, 2023 |
| RSU | Restricted Stock Units |
| SEC | Securities and Exchange Commission |
| Securities Act | Securities Act of 1933, as amended |
| SEM | Search Engine Marketing |
| SEO | Search Engine Optimization |
| SFDR | Sustainable Finance Disclosure Regulation |
| SG&A | Selling, general and administrative |
| Share Purchase Agreement | Agreement to sell shares of SumUp |
| SMS | Short messaging services |
| SOFR | Term Secured Overnight Financing Rate |
| SumUp | SumUp Holdings S.a.r.l, a privately-held mobile payments company |
| Transactions | The transactions that took place when 2026 Notes were exchanged for the 2027 Notes. |
| TTM | Trailing twelve months |
| Uptake | Uptake, Inc. |
| USA PATRIOT Act | A 2001 U.S. law that expanded surveillance and investigative powers for law enforcement to enhance national security and combat terrorism, while also raising concerns about civil liberties and privacy. |
| VAT | Value added tax |
PART I
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.