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Groupon, Inc.

For the period ended Dec 23, 2025. Filed Dec 31, 2025.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Dec 23, 2025 · Filed Dec 31, 2025

GRPN$15.49-0.6%Stored close · as of Nov 6, 2026
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(e) Compensatory Arrangements of Certain Officers

On December 22, 2025, the Compensation Committee of the Board of Directors the Company approved an amendment (the “Amendment”) to the Company’s previously disclosed Performance Share Unit (“PSU”) award agreement with Dušan Šenkypl, the Company’s Chief Executive Officer, which was executed by Mr. Šenkypl and the Company on December 23, 2025.

The Amendment was approved and entered into to facilitate the correction of an administrative error relating to the tax treatment of PSUs that vested on August 11, 2025, in light of applicable foreign tax requirements. The Compensation Committee determined that the Amendment is administrative in nature, does not increase the number of PSUs or shares deliverable to Mr. Šenkypl, does not modify any performance- or service-based vesting conditions, except as necessary to effect the administrative correction, and does not confer any additional economic benefit or constitute a new compensatory arrangement.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumberDescription
10.1Groupon S.r.l. Italian Tax Framework Settlement Agreement
10.2Amendment No 1 to DS Performance Share Unit Award Agreement
104Cover Page Interactive Data File (embedded as Inline XBRL document)
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