Groupon, Inc.

(a) On November 4, 2026, the Board increased its size from six to seven members and appointed Ajay Mittal as a director of the Company, in each case effective November 9, 2026.

The Board affirmatively determined that Mr. Mittal is an independent director under the applicable rules of NASDAQ. Mr. Mittal has not been named to, and is not currently expected to be named to, any committee of the Board.

Mr. Mittal will receive compensation consistent with the Company’s Non-Employee Directors’ Compensation Plan (the “Director Compensation Plan”). Additionally, in connection with his appointment, on November 4, 2026, the Board approved a pro-rated RSU Retainer for Mr. Mittal under the Director Compensation Plan with a grant date value of $114,329, to be granted on the effective date of his appointment and vesting in full on June 11, 2027.

There are no arrangements or understandings between Mr. Mittal and any other persons pursuant to which Mr. Mittal was selected as a director of the Company. Neither Mr. Mittal nor any of his immediate family members have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Additionally, on November 5, 2026 and November 6, 2026, respectively, the Company entered into Severance Benefit Agreements with Rana Kashyap, the Company’s Chief Financial Officer, and Aditya Rajkumar, the Company’s Chief Operating Officer, each as approved by the Compensation Committee on November 3, 2026 (the “Severance Benefit Agreements”). Mr. Kashyap's Severance Benefit Agreement supersedes his prior severance benefit agreement with the Company.

Under the Severance Benefit Agreements, upon an involuntary termination of employment without Cause or a resignation for Good Reason (each as defined in the Severance Benefit Agreements), Mr. Kashyap and Mr. Rajkumar will each receive, subject to execution of a release of claims and continued compliance with their employment agreements and restrictive covenant obligations, a lump sum amount equal to three months of base salary; the accelerated vesting of the tranches of their outstanding RSUs scheduled to vest during the 12-month period beginning on the termination date, subject to the applicable performance multiplier; and the vesting of a pro-rated portion of their outstanding PSUs, which vest based on actual performance against the applicable stock price or relative total shareholder return measures, as certified by the Compensation Committee.

In the event that Mr. Kashyap’s or Mr. Rajkumar’s employment is terminated in connection with a Change in Control of the Company (as defined in the Severance Benefit Agreements), they will each receive, in addition, a pro rata amount of their target annual cash incentive awards for the year of such termination; the vesting in full of all outstanding unvested RSU tranches, without pro-ration, subject to the applicable performance multiplier and, for certain awards, to approval of the transaction by the directors unaffiliated with Pale Fire Capital SE (“Pale Fire”); and one hundred percent (100%) of their outstanding target PSUs remaining eligible to vest, without pro-ration, based on actual performance against the applicable stock price or relative total shareholder return measures as of the Change in Control date. A Change in Control is deemed not to include, among other things, a transaction in which Pale Fire, together with its affiliated entities and individuals, becomes the direct or indirect beneficial owner of more than fifty percent (50%) of the Company's voting power, unless the transaction is approved by the Board, including by a majority of directors unaffiliated with Pale Fire.

The description of the Severance Benefit Agreements is not complete and is qualified by reference in its entirety to Mr. Kashyap’s and Mr. Rajkumar’s Severance Benefit Agreements, which are filed as Exhibits 10.2 and 10.3, respectively, to this Quarterly Report on Form 10-Q and incorporated herein by reference.

(c) During the three months ended September 30, 2026, the following director adopted a trading arrangement for the sale of our Common Stock:

Jason Harinstein, amember of our Board, adopted a trading arrangement on September 15, 2026, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Trading Arrangement”). The trading arrangement provides for the sale of up to 23,212 shares of the Company’s Common Stock, subject to price-based conditions, pursuant to a pre-established schedule. The trading arrangement expires December 31, 2027, or earlier upon the occurrence of certain termination events.

No other officers or directors adopted, modified, orterminated a Rule 10b5-1 Trading Arrangement or a “non-Rule 10b5-1 Trading Arrangement” (as defined in Item 408(c) of Regulation S-K) during the three months ended September 30, 2026.