Groupon, Inc. (GRPN) Business

ITEM 1. BUSINESS

Groupon is a global scaled two-sided marketplace that connects consumers to merchants. Consumers access our marketplace through our mobile applications and our websites, which are primarily localized groupon.com sites in thirteen countries. We operate in two segments, North America and International, and in three categories, Local, Goods and Travel. See Item 8, Note 19, Segment and Geographical Information, for additional information.

Revenue is earned through transactions during which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.

Our Strategy

Our strategy is to be the trusted local experience marketplace where customers go to buy quality local services and experiences at unbeatable value. We plan to grow our revenue by building long-term relationships with local merchants to strengthen our online selection and by enhancing the customer reach through experience curation and improved convenience in order to drive customer demand and purchase frequency.

We continue to invest in making our platform more efficient, stable and agile. By improving our technology, our customer base can enjoy a modernized experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction. Central to this is our continued investment in our product and engineering organization, building the development velocity, platform depth, and technical capabilities required to deliver faster innovation and more personalized experiences for both customers and merchants. Our product agenda is focused on driving growth through smarter discovery, deeper personalization, and an increasingly seamless experience across every surface we serve.

We believe the next generation of local commerce will be driven by AI native experiences, for which AI agents will become an important discovery and transaction channel. We are building and beginning to implement modern API architecture, AI-ready search & relevance, AI-ready checkout in addition to internal AI tools to drive productivity and efficiency. We are investing now with the goal of Groupon being well positioned to be the partner of choice for local experiences as this channel scales.

Our Categories

Local. Our Local category includes experiences and services from local and national merchants, and other revenue sources that are primarily generated through our relationships with local and national merchants. Our local inventory includes, things to do, beauty and wellness, food and drink, home and automotive services, online services, as well as other types of experiences and services.

Goods. In our Goods category, we earn revenue from transactions in which third-party merchants sell products to customers through our marketplaces. Our Goods category includes merchandise across multiple product lines, such as electronics, sporting goods, jewelry, toys, household items and apparel.

Travel. Through our Travel category, we feature travel experiences at both discounted and market rates, including hotels, airfare and package deals covering both domestic and international travel. For many of our travel experiences, the customer makes reservations directly through our websites and mobile applications. However, for some travel experiences, customers must contact the merchant directly to make a travel reservation after purchasing a travel voucher from us.

Traffic Channels and Platforms

Our customers access our online local commerce marketplaces through our mobile applications and our websites. Our applications and mobile websites enable consumers to browse, purchase, manage and redeem deals on their mobile devices. For the year ended December 31, 2025, approximately 84% of our global transactions were completed on mobile devices.

We use a variety of marketing channels to direct customers to the offerings available through these marketplaces, as described in the Marketing section below.

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Marketing

We use marketing to acquire and retain customers and promote awareness of our marketplaces and brand. We use a variety of marketing channels to make customers aware of our offerings, including search engines, email and push notifications, affiliate channels, social and display advertising and offline marketing.

Search engines. Customers can access our offerings indirectly through third-party search engines. We use SEO and SEM to increase the visibility of our offerings in web search results.

Email and mobile messaging. We communicate offerings through email, push notifications and SMS to our customers based on their locations and personal preferences. A customer who interacts with these communications is directed to our website or mobile application to learn more about the deal and to make a purchase.

Affiliate channels. We have an affiliate program that uses third parties to promote our offerings online. Affiliates earn commissions when customers access our offerings through links on their websites and make purchases on our platform.

Social and display. We promote and publish our content and offerings through various social networks and adapt our notifications to the particular format of each of these social networking platforms. Our websites and mobile applications enable consumers to share our offerings with their personal social networks. We also promote our offerings via display advertising across various content publishers.

Human Capital Management

Groupon aims to manage human capital with high standards, clear ownership, and a focus on outcomes over activity. Our senior leadership, guided by our Board, oversees this mission by crafting and implementing our human capital strategy. This involves recruiting, developing, and seeking to retain the talent needed to fuel our operations, drive our strategic goals, and shape competitive compensation and benefits packages.

Our Workforce

As of December 31, 2025, we had employees across various geographies and roles:

Our sales representatives create partnerships, while our support staff ensures smooth transactions. Other teams, such as engineers, product designers, marketers and editors, power the platform to curate the experiences.

Human Capital Strategy Pillars

Our human capital strategy is anchored in three core pillars: People & Culture, Diversity, Equity & Inclusion, and Compensation & Benefits.

People & Culture

At Groupon, our goal is to empower a diverse, collaborative global team and continue to strengthen the foundations that support a high-performance culture.

In December 2025, Groupon introduced five Operating Principles that define the explicit behavioral standards against which our people are hired, developed, and assessed: Extreme Ownership (one owner per outcome; no passengers; no excuses); Speed Over Comfort (ship fast; learn faster — perfect is too slow); Impact Obsessed (focus only on what moves the metrics that matter); Simplify to Scale (complexity kills; simplicity scales); and Disciplined (do more with less — constraints breed creativity). These principles are directly embedded in our

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annual and mid-year review cadences and our management evaluation framework, with the goal of ensuring that cultural standards translate into talent outcomes.

We believe that the companies best positioned for long-term success are those that develop an AI fluent talent base. In 2025, Groupon continued to embed AI tools into how our teams operate day-to-day. Our aim is to build an AI-native operating culture at Groupon. As part of the effort, we are including AI fluency as a performance criteria that we used to evaluate manager and individual effectiveness.

Following the “Transformation Truths” engagement survey in 2023 and 2024, we continued to gather structured employee feedback throughout 2025 to monitor sentiment during ongoing organizational changes. These surveys help inform leadership decision-making and highlight areas where additional clarity, support, or resources may be needed.

In 2025, we also introduced a mid-year performance review cycle to complement our year-end process. This additional touchpoint provides employees with clearer expectations, more regular feedback, and improved visibility into development opportunities. Together with our Internal Talent Mobility process and Employee Referral Program, this helps support career progression and the movement of talent across teams where business needs are greatest.

We also strive to regularly develop and assess manager capability. In 2025, training for people managers covered performance conversations, inclusive leadership, and the practical application of Groupon's operating principles in day-to-day team management, including the goal of AI-first execution. We work to uphold ethical and compliance standards through bi-annual training programs, including the Global Code of Conduct, Anti-Corruption, and Respectful Workplace courses, reinforcing expectations for a safe and compliant workplace.

Our career development offerings remained consistent, with training available for managers and employees across areas such as respectful workplace practices and inclusive leadership. While these programs continue to evolve, they are designed to serve as an important foundation for building capability and supporting our teams through the company’s transformation.

Diversity, Equity & Inclusion

In 2025, Groupon continued strengthening its cultural foundations around performance, ownership, and accountability. Our Employee Resource Groups ("ERG") operate through a unified ERG Task Force, which provides structure, consistency, and clear scope. The focus of this model is to surface employee experiences, offer grounded feedback, and help identify where policy adjustments or increased awareness could support a more inclusive and effective workplace.

Compensation & Benefits

To attract and retain top talent, we offer competitive compensation and comprehensive benefits. These include health, dental, vision, life, and disability insurance, along with a 401(k) plan with company matching for U.S. employees.

Technology

Groupon’s business model and day-to-day operations are fundamentally dependent on the effective use, integration, and continual advancement of technology platforms, which underpin our customer and merchant experiences, enable our transaction processing, support our data-driven decision-making, and drive our ability to innovate and compete in the digital marketplace. In the third quarter of 2024, we successfully migrated our cloud systems in North America to allow us to run in a further stream-lined multi-cloud infrastructure, further reducing our technological footprint and attack and threat vectors. During 2025, we successfully decommissioned multiple legacy databases and hosting applications as part of a strategic effort to reduce technical complexity and modernize our digital infrastructure. Further, we advanced our technology platforms to better serve both consumers and merchants. We expanded the rollout of our new website internationally and launched a redesigned mobile application for iOS in North America, with an Android version planned in 2026 for North America. To improve our merchant experience, we improved performance from our platform and automated selected processes between merchants and our sales teams, resulting in greater efficiency and streamlined operations. Internally, we focused on automating and standardizing workflows for customer service and sales, consolidating multiple legacy applications

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into unified systems for both internal and external technologies. These initiatives have improved operational effectiveness, enabled more data-driven decision-making, and simplified the deal creation process for both our merchants and our sales teams. Additionally, we continue to invest in user experience improvements. In 2025, we rebuilt online maps and introduced new solutions for marketing automation to enhance user experience and deal discovery. Our engineering teams adopted a new AI-first development framework to further enhance productivity and delivery speed. We also implemented a range of cybersecurity enhancements, including upgrades to payment and logging systems, improved device security, and we started with the decommissioning of legacy infrastructure for blocking our website against attack and bots. See Item 1A. Risk Factors and Item 1C. Cybersecurity for additional information relating to potential cyber threats.

Competition

Our customers and merchants are at the center of our two-sided marketplace. The quality and stability of both our customers and merchants are key to our business model. We face competition on both sides of our marketplace.

We compete with other marketplaces, and some of our competitors have longer operating histories, significantly greater financial, technical, marketing and other resources. In addition, we compete with companies who address only specific verticals in the local experiences market, and in our Goods and Travel categories, companies who have greater scale and larger customer bases than we do. These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond quicker than we can to new or emerging technologies and changes in customer trends. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than we do.

In addition, some competitors are increasingly leveraging AI and machine-learning technologies to enhance marketing effectiveness, dynamic pricing, and demand-optimization capabilities. To the extent these technologies allow competitors to more efficiently acquire customers, optimize merchant offerings, or respond quicker to changes in consumer behavior, our ability to compete effectively could be adversely affected.

We also compete with companies that can offer alternative services for our merchants. There are companies that offer other types of advertising and promotional services to local businesses. Our merchants could choose to leverage these other platforms to attract customers to their businesses. We believe we can compete due to the access we provide our merchants to our large customer base, our trusted brand, and the investments we continue to make in self-service tools that will allow merchants to manage demand more effectively and better attract and retain customers.

Regulation

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet. Additionally, those laws and regulations may be interpreted differently across domestic and foreign jurisdictions. As a company in a rapidly innovating industry, we are exposed to the risk that many of those laws may evolve or be interpreted by regulators or in the courts in ways that could materially affect our business. Those laws and regulations may involve taxation, unclaimed property, intellectual property, product liability, travel, distribution, electronic contracts and other communications, competition, consumer protection, the provision of various online payment services, employee, merchant and customer privacy and data security or other areas.

In addition to these regulatory areas mentioned, we are also subject to increasing legal and regulatory requirements related to ESG matters. Emerging ESG regulations, particularly in the European Union, the United Kingdom, and the United States, may require us to enhance our sustainability reporting and disclosures. For example, the CSRD and the SFDR impose enhanced sustainability disclosure obligations on companies operating in the European Union.

Additionally, we are subject to emerging domestic ESG regulations in various states, which may impact our reporting and compliance obligations. These regulations may include climate-related disclosure requirements, including mandatory reporting of greenhouse gas emissions and climate-related financial risks. These regulations, along with evolving international ESG frameworks, may require us to enhance our sustainability disclosures,

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implement additional compliance measures, and allocate additional resources to ESG reporting and related activities.

The CARD Act, as well as the laws of most states, contain provisions governing gift cards, gift certificates, stored value or pre-paid cards or coupons (collectively, "gift cards"). Groupon vouchers may be included within the definition of gift cards under many laws. In addition, certain foreign jurisdictions have laws that govern disclosure and certain product terms and conditions, including restrictions on expiration dates and fees, that may apply to Groupon vouchers. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments that could affect us, and our global operations may be constrained by regulatory regimes and laws in Europe and other jurisdictions outside the United States that may be more restrictive and adversely impact our business.

Various U.S. laws and regulations, such as the Bank Secrecy Act, the Dodd-Frank Act, the USA PATRIOT Act and the CARD Act impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. Those laws and regulations broadly define financial institutions to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value. Requirements imposed on financial institutions under those laws include customer identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe that we are a financial institution subject to those laws and regulations.

We are subject to a variety of U.S. federal, state and international laws and regulations governing consumer data. The GDPR, which was adopted by the European Union and became effective in May 2018, and the CPRA, which expands on and effectively replaces the CCPA and became effective January 1, 2023, requires companies to satisfy specific requirements regarding the handling of personal and sensitive data, including its collection, use, protection and the ability of persons whose data is stored to, among other things, access and/or delete such data about themselves. The CDPA, effective as of January 1, 2023, and the CPA, effective as of July 1, 2023, provide new data privacy rights to their respective residents. Our ongoing efforts to comply with these laws and regulations and other relevant privacy and data protection laws and regulations, have required updates to certain business practices and systems. Non-compliance with any privacy and data protection laws and regulations could result in significant monetary fines. For instance, non-compliance with the GDPR could result in proceedings against us by governmental entities or others and fines up to the greater of €20 million or 4% of annual global revenue, and non-compliance with CPRA could result in fines of up to $7,500 per violation in addition to providing consumers with a private right of action. We continue to monitor developments in laws and regulations relating to privacy and consumer data, and we expect these evolving laws and regulations will continue to impact our business in the future.

Intellectual Property

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.

In addition to those contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property. Groupon and its related entities own a number of trademarks and service marks registered or pending in the United States and internationally.

Circumstances outside our control could pose a threat to our intellectual property rights and the efforts we have taken to protect our proprietary rights may not be sufficient or effective or deter independent development of equivalent or superior intellectual property rights by others. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.

Companies in the Internet, technology and other industries as well as non-practicing entities may own large numbers of patents, copyrights and trademarks or other intellectual property rights and may request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights. We are currently subject to, and expect to face in the future, lawsuits and allegations that

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we have infringed the intellectual property rights of third parties. As our business evolves, we may face more claims of infringement, and may experience an adverse result which could impact our business and/or our operating results.

We have received in the past, and we anticipate we will receive in the future, communications alleging that items offered or sold through our website infringe third-party copyrights, trademarks, patents and trade names or other intellectual property rights or that we have otherwise infringed third parties’ past, current or future intellectual property rights. We may be unable to prevent third parties from offering and selling unlawful or infringing goods or goods of disputed authenticity, and we may be subject to allegations of civil or criminal liability for unlawful activities carried out by third parties through our website. We may implement measures in an effort to protect against these potential liabilities that could require us to spend substantial resources and/or to reduce revenue by discontinuing certain service offerings. Any costs incurred as a result of liability or asserted liability relating to the sale of unlawful or infringing goods or goods of disputed authenticity or other infringement related claims could harm our business.

Information About Our Executive Officers

The following table sets forth information about our executive officers (as of the date of this filing):

Dusan Senkypl was appointed as our CEO in May 2024, he previously served as our Interim CEO beginning in March 2023. He has served as a member of our Board since June 2022. He joined Groupon from PFC, a Groupon shareholder and a private equity investment group that invests in e-commerce companies both in Europe and worldwide. He co-founded PFC in 2015 and serves as Chairman and as a partner. Prior to joining PFC, he served as founder and CEO of NBH, which became the largest insurance and finance marketplace in the Czech Republic and Slovakia, from 2014 to December 2018, when it was sold to German media company, Bauer Media Group. Prior to NBH, he co-founded and operated multiple e-commerce projects, including ePojisteni.cz, an insurance technology company, where he served as CEO and a director, from 2009 until February 2019. In conjunction with his appointment as Groupon CEO, he stepped down from his day-to-day responsibilities at PFC.

Jiri Ponrt was appointed as our COO in September 2025. Prior to his appointment to COO, he served as the Company’s CFO since April 2023. He joined Groupon from PFC where he served as a partner since July 2022 and Group CFO since November 2021. Prior to joining PFC, he served as CFO of Alza.cz, one of the largest e-commerce companies in Central and Eastern Europe, from May 2014 to October 2021. Prior to his time at Alza.cz, he spent 15 years at Nutricia, a Danone brand, in a variety of financial and commercial roles. In conjunction with his appointment to Groupon CFO in April 2023, he stepped down from day-to-day responsibilities at PFC.

Rana Kashyap was appointed as our CFO in September 2025. Prior to his appointment to CFO, he served as the Company’s Senior Vice President of Finance since May 2025. Mr. Kashyap also served the Company in a variety of roles before then, including as Senior Vice President of Corporate Development & Investor Relations, from May 2023 to May 2025. Prior to joining Groupon, Mr. Kashyap served in a variety of roles at RPD Fund Management, from January 2014 to November 2022, and prior to that, held positions at Maini Group and JPMorgan Chase & Co.

Available Information

We electronically file reports with the SEC. The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are also available free of charge through our website (www.groupon.com), as soon as reasonably practicable after electronically filing with or otherwise furnishing such information to the SEC, and are available in print to any stockholder who requests them. Our Code of Conduct, Corporate Governance Guidelines and committee charters are also posted on the site. We use our Investor Relations website (investor.groupon.com) and our press site (www.groupon.com/press) as a means of disclosing material non-public information and for complying with our

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disclosure obligations under Regulation FD. Information contained on our website and press site is not a part of this Annual Report on Form 10-K.