Groupon, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
GRPN$15.49-0.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001490281-25-000039
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001628280-25-050187
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 13 previous paragraphs and 19 current paragraphs.
11 unchanged; 2 reworded; 6 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Our increasing use of AI and other emerging technologies may expose us to operational, legal, and regulatory risks that could adversely affect our business and reputation.
Current report
Our use of AI and machine learning presents risks that could adversely affect our business, financial condition, and results of operations. We currently do not develop our own foundational AI models but incorporate AI-powered tools into certain internal business operations. AI algorithms may be flawed, and datasets may be insufficient, biased, or otherwise problematic. AI tools may rely on third-party providers with uncertain intellectual property rights, and ownership of AI-generated output remains unsettled under existing law. Future interpretations by courts or regulators could materially affect our rights and obligations.
Current report
The legal and regulatory landscape for AI is complex and rapidly evolving. Jurisdictions have enacted, or are considering, comprehensive AI frameworks. Any actual or perceived failure by us, our service providers, or our merchants to comply with such requirements could result in liability, regulatory scrutiny, reputational harm, or loss of customer trust. In addition, AI decisions or outputs may produce biased or inaccurate results, lead to unintended discrimination, or otherwise undermine confidence in our products. The use of AI tools also raises risks related to privacy and inadvertent disclosure of sensitive information. AI systems may access, process, or expose personal, confidential, or proprietary data in ways that we do not intend or anticipate. The rapid evolution and increased adoption of AI technologies also may increase the risk of fraudulent purchases on our site.
Current report
AI initiatives also require significant resources. Investments in proprietary datasets, models, infrastructure, and compute power may be costly and could reduce our profitability if expected efficiencies or revenues do not materialize. Constraints in hardware (such as GPU availability), power capacity, or other supply chain elements may further limit our ability to scale AI responsibly.
Current report
We also face competitive risk if other companies develop or adopt AI capabilities more effectively, at lower cost, or more rapidly than we do. Because our AI capabilities currently depend in part on third-party providers of models, cloud services, and infrastructure, changes in their performance, pricing, licensing terms, or availability could materially increase our costs. Furthermore, the increasing use of AI-driven search, recommendation, and discovery tools by consumers may diminish direct customer traffic to our website and mobile applications, as users engage with third-party AI interfaces that provide offers or experiences without navigating directly to our platform, which could adversely impact our financial condition and the results of operations.
Current report
Collectively, these risks may negatively impact our operations, profitability, intellectual property, and brand.
Reworded paragraphs (2)
Previous wording
We may need additional capital in the future and to seek additional financing or covenant relief. Any such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We have outstanding $33.7 million; $47.3 million; and $244.1 million in aggregate principal amount of our 2026 Notes; 2027 Notes; and 2030 Notes.
Current wording
We may need additional capital in the future and may seek additional financing or covenant relief. Any such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We have outstanding $33.7 million, $47.3 million, and $244.1 million in aggregate principal amount of our 2026 Notes, 2027 Notes, and 2030 Notes.
Previous wording
In the event the conditional conversion feature of the 2026 Notes, 2027 Notes, and/or 2030 Notes is triggered, holders of these notes will be entitled to convert their respective notes at any time during specified periods at their option. If one or more holders elect to convert their 2026 Notes, 2027 Notes, and/or 2030 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election. Unless we elect to satisfy our conversion obligation by delivering solely shares of our Common Stock (other than paying cash in lieu of delivering any fractional shares), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, upon the occurrence of a fundamental change (as defined in the 2026 Indenture, 2027 Indenture, and 2030 Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes, 2027 Notes, and/or 2030 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes, 2027 Notes, and/or 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Even if holders of the 2026 Notes, 2027 Notes, and 2030 Notes do not elect to convert their respective notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes, 2027 Notes, and 2030 Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Current wording
In the event the conditional conversion feature of the 2026 Notes, 2027 Notes, and/or 2030 Notes is triggered, holders of these notes will be entitled to convert their respective notes at any time during specified periods at their option. If one or more holders elect to convert their 2026 Notes, 2027 Notes, and/or 2030 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election. Unless we elect to satisfy our conversion obligation by delivering solely shares of our Common Stock (other than paying cash in lieu of delivering any fractional shares), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, upon the occurrence of a fundamental change (as defined in the 2026 Notes Indenture, 2027 Notes Indenture, and 2030 Notes Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes, 2027 Notes, and/or 2030 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes, 2027 Notes, and/or 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Even if holders of the 2026 Notes, 2027 Notes, and 2030 Notes do not elect to convert their respective notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes, 2027 Notes, and 2030 Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.