Groupon, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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FY2025 · Filed Mar 10, 2026
GRPN$12.51-23.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(1) We have filed the following documents as part of the Annual Report on Form 10-K
Groupon, Inc.
Consolidated Financial Statements
As of December 31, 2025 and 2024 and for the Years Ended December 31, 2025, 2024 and 2023
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Stockholders' Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules - Groupon, Inc.
Schedule II-Valuation and Qualifying Accounts
| Balance at Beginning of Year | Net Increase (Decrease) to Expense (1) | Acquisitions and Other | Balance at End of Year | |
|---|---|---|---|---|
| (in thousands) | ||||
| TAX VALUATION ALLOWANCE: | ||||
| Year ended December 31, 2025 | $286,922 | $19,497 | $— | $306,419 |
| Year ended December 31, 2024 | 296,129 | (9,207) | — | 286,922 |
| Year ended December 31, 2023 | 204,462 | 91,667 | — | 296,129 |
(1)For the years ended December 31, 2025, 2024 and 2023, Net Increase (Decrease) to Expense includes foreign currency translation gains (losses) of $26.0 million, $(12.8) million and $3.6 million.
All other schedules have been omitted because they are either inapplicable or the required information has been provided in the Consolidated Financial Statements or in the notes thereto.
(3) Exhibits
| ExhibitNumber | Description | |
| 2.1 | Investment Agreement, dated as of April 19, 2015, among Groupon Trailblazer, Inc., Monster Partners LP and Monster Holdings LP (incorporated by reference to the Company's Current Report on Form 8-K filed April 20, 2015). | |
| 3.1 | Restated Certificate of Incorporation of the Company (incorporated by reference to the Company's Registration Statement on Form 8-A/A filed on October 31, 2016). | |
| 3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of the Company, date June 9, 2020 (incorporated by referenced to the Company's Current Report on Form 8-K filed June 11, 2020). | |
| 3.3* | Amended and Restated By-Laws. | |
| 3.4 | Amendment to the Amended and Restated By-Laws of the Company, dated as of June 10, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 14, 2016). | |
| 4.1 | Specimen Stock Certificate of Common Stock (incorporated by reference to the Company's Registration Statement on Form 8-A/A filed on October 31, 2016). | |
| 4.2 | Indenture, dated as of March 25, 2021, between Groupon, Inc. and U.S Bank, National Association, (incorporated by reference to the Company's Current Report on Form 8-K filed on March 25, 2021). | |
| 4.3 | Form of 1.125% Convertible Senior Note due 2026 (included in Exhibit 4.2 and incorporated by reference to the Company's Current Report on Form 8-K filed on March 25, 2021). | |
| 4.4 | Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | |
| 4.5 | Indenture, dated as of November 19, 2024, between Groupon, Inc. and U.S. Bank National Association, (incorporated by reference to the Company's Current Report on Form 8-K filed on November 19, 2024). |
| 4.6 | Form of 6.25% Convertible Senior Note due 2027 (included in Exhibit 4.5 and incorporated by reference to the Company's Current Report on Form 8-K filed on November 19, 2024). | |
| 4.7 | Indenture, dated as of July 2, 2025, between Groupon, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on July 2, 2025). | |
| 4.8 | Form of 4.875% Convertible Senior Note due 2030 (incorporated by reference to the Company's Current Report on Form 8-K filed on July 2, 2025). | |
| 4.9 | First Supplemental Indenture, dated as of July 2, 2025, among Groupon, Inc., the Guarantors signatory thereto and U.S. Bank Trust Company, National Association, as trustee and as collateral agent (incorporated by reference to the Company's Current Report on Form 8-K filed on July 2, 2025). | |
| 10.1* | Form of Indemnification Agreement.** | |
| 10.2 | Form of Severance Benefit Agreement (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).** | |
| 10.3 | Amended and Restated Groupon, Inc. 2011 Incentive Plan (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule DEF14A, filed with the SEC on April 29, 2024).** | |
| 10.4 | Non-Employee Directors’ Compensation Plan amended and restated as of January 1, 2022 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).** | |
| 10.5 | Non-Employee Directors' Compensation Plan, amended and restated as of March 9, 2026.** | |
| 10.6 | Form of Notice of Restricted Stock Unit Award under 2011 Incentive Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2024). ** | |
| 10.7 | Form of Notice of Performance Share Unit Award and Form of performance Share Unit Award Agreement under 2011 Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).** | |
| 10.8 | Form of Capped Call Confirmation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 25, 2021). | |
| 10.9 | Second Amended and Restated Credit Agreement, dated as of May 14, 2019, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 20, 2019). | |
| 10.10 | First Amendment, dated as of July 17, 2020, among the Company, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to the Second Amended and Restated Credit Agreement, dated as of May 14, 2019, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K filed on July 20, 2020). | |
| 10.11 | Second Amendment, dated as of March 22, 2021, among the Company, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to the Second Amended and Restated Credit Agreement, dated as of May 14, 2019, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K filed on March 22, 2021). | |
| 10.12 | Third Amendment, dated as of September 28, 2022, among the Company, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to the Second Amended and Restated Credit Agreement, dated as of May 14, 2019 (and as amended by the First Amendment, dated as of July 17, 2020 and the Second Amendment, dated as of March 22, 2021), among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K filed on September 29, 2022). | |
| 10.13 | Fourth Amendment, dated as of March 13, 2023, among the Company, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to the Second Amended and Restated Credit Agreement, dated as of May 14, 2019 (and as amended by the First Amendment, dated as of July 17, 2020, the Second Amendment, dated as of March 22, 2021 and the Third Amendment, dated as of September 28, 2022), among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K filed on March 15, 2023). | |
| 10.14 | Fifth Amendment, dated as of November 7, 2023, among the Company, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to the Second Amended and Restated Credit Agreement, dated as of May 14, 2019 (and as amended by the First Amendment, dated as of July 17, 2020, the Second Amendment, dated as of March 22, 2021, the Third Amendment, dated as of September 28, 2022 and the Fourth Amendment, dated as of March 14, 2023), among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K filed on November 7, 2023). | |
| 10.15 | CEO Notice of Grant of Stock Option and Non-qualified Stock Option Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 31, 2023).** | |
| 10.16 | Amendment #1 to Stock Option Agreement, dated November 5, 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on September 30, 2025). **. | |
| 10.17 | CEO Employment Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 31, 2023).** | |
| 10.18 | CEO Severance Benefit Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 31, 2023).** | |
| 10.19 | Standstill Agreement, dated March 30, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on March 31, 2023). | |
| 10.20 | CFO Employment Agreement, dated April 13, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on April 13, 2023).** | |
| 10.21 | CFO Equity Side Letter, dated April 13, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on April 13, 2023).** | |
| 10.22 | CFO Severance Benefit Agreement, dated April 13, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on April 13, 2023).** |
| 10.23 | Backstop Agreement, dated November 9, 2023 (incorporated by reference to the Company's Current Report on Form 8-K filed on November 13, 2023). | |
| 10.24 | Amendment to CEO Employment Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed April 1, 2024).** | |
| 10.25 | CEO Employment Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024).** | |
| 10.26 | CEO Notice of Grant and Performance Share Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024).** | |
| 10.27 | Amendment No. 1 to Performance Share Unit Award Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed December 31, 2025).** | |
| 10.28 | CFO Merit Letter (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024).** | |
| 10.29 | CFO Notice of Grant and Performance Share Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 7, 2024).** | |
| 10.30 | CEO Severance Benefit Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 9, 2024). | |
| 10.31 | CFO Severance Benefit Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed May 9, 2024). | |
| 10.32 | Amended and Restated Groupon, Inc. 2011 Incentive Plan, as amended (incorporated by reference to the Company's Current Report on Form 8-K filed June 12, 2024). | |
| 10.33 | Form of Exchange and Subscription Agreement (incorporated by reference to the Company's Current Report on Form 8-K, filed November 12, 2024). | |
| 10.34 | Security Agreement, dated as of November 19, 2024, among Groupon, Inc., the Guarantors, that may from time to time be a party thereto and U.S. Bank National Association, as a collateral agent (incorporated by reference to the Company's Current Report on Form 8-K, filed November 19, 2024). | |
| 10.35 | Major Rocket Agreement, dated March 11, 2025 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2024) | |
| 10.36 | Form of Exchange Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed on June 18, 2025). | |
| 10.37 | CEO Notice of Grant and Performance Share Agreement - May 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on June 30, 2025).** | |
| 10.38 | CFO Notice of Grant and Performance Share Agreement - May 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on June 30, 2025).** | |
| 10.39 | CEO Notice of Grant and Performance Share Agreement - June 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on June 30, 2025).** | |
| 10.40 | CFO Notice of Grant and Performance Share Agreement - June 2025 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended on June 30, 2025).** | |
| 10.41 | Groupon S.r.l. Italian Tax Framework Settlement Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed December 31, 2025). | |
| 19 | Groupon, Inc. Amended and Restated Insider Trading Policy, dated October 19, 2023 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2023). | |
| 21.1 | Subsidiaries of Groupon, Inc. | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 24.1 | Power of Attorney (included on signature page). | |
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 97 | Groupon, Inc. Clawback Policy (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2023).** | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104*** | Cover Page Interactive Data File |
- Incorporated by reference to the Company's registration statement on Form S-1 (registration number 333-174661)
** Management contract or compensatory plan or arrangement.
*** The XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document
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