Groupon, Inc.

As previously reported in the Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K of Groupon, Inc. (the “Company”), an Italian subsidiary of the Company, Groupon S.r.l. (“Groupon Italy”), has been party to various disputed matters with the Italian tax authorities relating to tax years beginning as early as 2012. In connection with these matters, the Italian tax authorities had collectively asserted claims totaling approximately $170 million (€144 million).

As reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, on August 5, 2025, Groupon Italy and the Italian tax authorities reached a non-binding agreement in principle to resolve these matters for approximately $25.3 million (€21.6 million), of which approximately $10.1 million (€8.6 million) had been previously paid by Groupon Italy through provisional installment payments. As of September 30, 2025, the Company recorded foreign income tax expense of approximately $25.3 million (€21.6 million) related to these assessments, with approximately $15.2 million (€13.0 million) reflected in accrued expenses and other current liabilities.

On December 29, 2025, Groupon Italy and the Italian tax authorities entered into a binding framework agreement that definitively resolves all outstanding tax disputes involving Groupon Italy. Pursuant to the framework agreement, Groupon Italy paid approximately $25.2 million (€21.5 million) on or before December 31, 2025, inclusive of amounts previously paid, and will pay an additional approximately $33,000 (€28,000) in the first quarter of 2026. Following these payments, the Company expects the matters covered by the Italian tax assessments to be formally closed in the first quarter of 2026, and the Company does not expect any further material obligations relating to these assessments.

The Company does not expect any material changes to its accrued expenses related to these matters in the fourth quarter of 2025, and the settlement payments are expected to reduce the Company’s free cash flow by approximately $15 million.

The foregoing description of the framework agreement does not purport to be complete and is qualified in its entirety by reference to the framework agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers