Groupon, Inc.

During the three months ended June 30, 2025, none of our officers or directors adopted orterminated 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.

Appointment of Chief Operating Officer & Chief Financial Officer

On August 4, 2025, the Company appointed Jiri Ponrt as the Company’s Chief Operating Officer, effective September 1, 2025. Mr. Ponrt, who has served as the Company’s Chief Financial Officer since April 2023, will transition to this new role, where he will oversee the Company’s day-to-day operations, drive strategic initiatives, and enhance operational efficiencies across all business units.

Prior to joining Groupon, Mr. Ponrt, 52, served as a Partner of Pale Fire Capital, the Company’s largest stockholder, from July 2022 to April 2023, where he also served as Group CFO from November 2021 to April 2023. Prior to joining Pale Fire Capital, Mr. Ponrt also served as CFO of Alza.cz, from May 2014 to October 2021. Prior to his time at Alza.cz, Mr. Ponrt spent 15 years at Nutricia, a Danone brand, in a variety of financial and commercial roles.

Also on August 4, 2025, the Company appointed Rana Kashyap as the Company’s Chief Financial Officer, effective September 1, 2025. In this role, Mr. Kashyap will serve as the Company’s principal financial officer, overseeing its accounting, finance, and treasury functions. Mr. Kashyap will report directly to Mr. Ponrt.

Mr. Kashyap, age 42, has served as the Company’s Senior Vice President of Finance since May 2025. Mr. Kashyap also served the Company in a variety of roles before then, including as Senior Vice President of Corporate Development & Investor Relations, from May 2023 and May 2025. Prior to joining Groupon, Mr. Kashyap served in a variety of roles at RPD Fund Management, from January 2014 to November 2022, and prior to that, held positions at Maini Group and JPMorgan Chase & Co.

There are no family relationships between Mr. Kashyap and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Kashyap has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Kashyap and any other person pursuant to which Mr. Kashyap was appointed as an officer of the Company. Similarly, there are no family relationships between Mr. Ponrt and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Ponrt has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Ponrt and any other person pursuant to which Mr. Ponrt was appointed as an officer of the Company.

Italy Tax Assessment Agreements

On August 5, 2025, Groupon S.r.l. and the branch of the Italian Tax Authority responsible for pursuing the assessments reached an agreement in principle to resolve both the Italy 2012 Assessment and the Italy 2017 Assessment.

With respect to the Italy 2012 Assessment, the agreement provides that the Italian Tax Authority would reduce the Italy 2012 Assessment from $134.4 million (€114.7 million) to $20.1 million (€17.2 million) against which approximately $10.1 million (€8.6 million) would be credited from previous installment payments made by Groupon S.r.l. With respect to the Italy 2017 Assessment, the agreement provides that the Italian Tax Authority would reduce the Italy 2017 Assessment from $35.1 million (€29.9 million) to approximately $4.8 million (€4.1 million).

Accordingly, under the terms of the agreement, the combined total amount that would be owed by Groupon S.r.l. is $24.9 million (€21.3 million) of which $10.1 million (€8.6 million) has already been paid. Therefore, Groupon S.r.l. would pay an additional $14.9 million (€12.7 million).

The agreement is non-binding on both parties and subject to the following additional contingencies: (1) the overall agreement on the reduction of the Italy 2012 Assessment must be reviewed and approved by the Administrative Review Committee, an Italian non-governmental oversight group; and (2) the portions of the reduction of the Italy 2012 Assessment that consist of penalties must be approved by the Central Directorate on Tax Audit for the Italian Internal Revenue Service. If these approvals are obtained, Groupon S.r.l and the Italian Tax Authority would enter into a mutually binding agreement.

For additional information, please refer to Item 1, Note 11, Income Taxes.

Third PSU Hurdle Achievement

On August 5, 2025, the third stock price hurdle of $31.01 was achieved based on the 90 consecutive calendar day volume-weighted average stock price. Accordingly, up to 299,335 equity-classified 2024 Executive PSUs are eligible to vest subject to the Compensation Committee’s determinations as to the satisfaction of the other requirements for such Executive PSUs.

For additional information, please refer to Item 1, Note 8, Stockholders' Equity (Deficit) and Compensation Arrangements.