Groupon, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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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$16.25+4.9%Stored close · as of Nov 9, 2026
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Glossary of Defined Terms and Abbreviations
Groupon, Inc. (the "Company," "we," "our," "us," and similar terms include Groupon, Inc. and its subsidiaries, unless the context indicates otherwise. The Company also uses several other terms in this Quarterly Report on Form 10-Q, which are defined in the list below (the "Glossary"). Newly defined terms within this Quarterly Report on Form 10-Q are included within the Glossary and may also be defined within applicable sections of this Quarterly 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 Restructuring Plan | August 2022 Board approved restructuring 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 PSUs | Awards granted for our executive and upper management team under the 2025 PSU Program, which are earned based on the performance of our stock price and a service condition |
| 2026 Notes | The Company’s 1.125% convertible senior notes due March 2026 |
| 2026 Notes Offering Participants | Institutional “accredited investors” and/or “qualified institutional buyers” involved in 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 |
| 2027 Notes Offering Participants | Institutional “accredited investors” and/or “qualified institutional buyers” involved in the 2027 Notes |
| 2030 Notes | The Company’s 4.875% convertible senior notes due June 2030. Referred to as the "New Notes" in the Company's Current Report on Form 8-K filed on June 18, 2025 |
| 2030 Notes Indenture | Indenture agreement governing the 2030 Notes |
| 2030 Notes Offering Participants | Institutional “accredited investors” and/or “qualified institutional buyers” involved in the 2030 Notes |
| AI | Artificial Intelligence |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| Attribution Parties | Parties defined in the 2030 Notes Indenture |
| 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. |
| CEO | Chief Executive Officer |
| CFO | Chief Financial Officer |
| CODM | Chief Operating Decision Maker |
| Common Stock | Company common stock, par value $0.0001 per share |
| Compensation Committee | Compensation Committee of the Board |
| 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 |
| EBITDA | Earnings Before Interest, Taxes, Depreciation and Amortization |
| ESPP | The Company’s 2012 Employee Stock Purchase Plan |
| Excess Shares | Shares of Common Stock that will result in any holder thereof to exceed 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, in relation to the issuance of the 2027 Notes |
| Exchange Agreement | The privately-negotiated agreements entered into on July 2, 2025, in relation to the issuance of the 2030 Notes |
| Exchange Cap | The limit on ownership percentage defined in the 2030 Notes Indenture |
| FASB | Financial Accounting Standards Board |
| GAAP | U.S. Generally Accepted Accounting Principles |
| GDPR | General Data Protection Regulation |
| Giftcloud | Giftcloud Ltd. |
| Italy 2012 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 |
| Italy 2017 Assessment | Income tax assessment from the Italian tax authority pertaining to Groupon S.r.l., which primarily relates to transactions occurring in 2017 |
| 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 |
| OBBB Act | One Big Beautiful Bill Act |
| Payoff Amount | Payment of $43.1 million to terminate all commitments to extend further credit under the Credit Agreement |
| PSU | Performance Share Units |
| R&D | Research and development |
| 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 |
| SG&A | Selling, general and administrative |
| SumUp | SumUp Holdings S.a.r.l, a privately-held mobile payments company |
| Supplemental Indenture | On July 2, 2025, the Company entered into a First Supplemental Indenture by and among itself, the guarantors signatory thereto, and U.S. Bank Trust Company, National Association, as trustee and as collateral agent |
| TTM | Trailing twelve months |
| VAT | Value added tax |
PART I. FINANCIAL INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.