Results of Operations and Financial Condition. On August 6, 2026 , Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Chief Operating Officer — Aditya Rajkumar: Groupon appointed a new Chief Operating Officer from an external hire.

Chief Operating Officer — Jiri Ponrt: Mr. Ponrt resigned from his position as Chief Operating Officer.

Costs Associated with Exit or Disposal Activities. On May 21, 2026, the Board of Directors of Groupon, Inc. (the “Company”), a Delaware Company, approved a restructuring plan relating to the Company’s previously announced strategy to rebuild the Company as an AI-native company and better deliver on our mission, serving both customers and merchants. The initial phase of these restructuring actions is expected to include an overall reduction of up to 400 positions globally, including employees…

Results of Operations and Financial Condition. On May 7, 2026 , Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Results of Operations and Financial Condition. On March 10, 2026 , Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Entry into a Material Definitive Agreement 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 millio…

An administrative amendment to the PSU award agreement was made to correct a tax treatment error.

Regulation FD Disclosure Groupon, Inc. (the “Company”) will present at the Raymond James TMT & Consumer Conference on December 8, 2025 at 11:20 a.m. (ET). At the event, Rana Kashyap, the Company’s Chief Financial Officer, will discuss the Company’s recent business performance and provide high-level operational commentary. A live audio webcast of the discussion will be available in the “Events & Presentations” section of the Company’s investor relations website at www.investor.groupon.com, and…

Results of Operations and Financial Condition. On November 6, 2025 , Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Results of Operations and Financial Condition. On August 6, 2025 , Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Entry into a Material Definitive Agreement. Indenture and Convertible Senior Notes due 2030 On July 2, 2025, Groupon Inc. (the “Company”) issued $244,071,000 aggregate principal amount of its 4.875% Convertible Senior Notes due 2030 (the “2030 Notes”), pursuant to an indenture, dated as of July 2, 2025 (the “2030 Notes Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee, consisting of (i) $20,000,000 aggregate principal amount of 2030 Notes issued in…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

The 2030 Notes were issued to the Exchange Participants in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Any shares of the Company’s Common Stock that may be issued upon conversion of the 2030 Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. A maximum of 6,774,093 shares of Common Stock may be issued upon conversion of the 2030 Notes, based…

Entry into a Material Definitive Agreement. Exchange and Consent Agreements On June 18, 2025, Groupon, Inc. (the “ Company ”) entered into privately negotiated agreements (the “ Exchange Agreements ”) with a limited number of existing holders of the Company’s currently outstanding 1.125% Convertible Senior Notes due 2026 (the “ 2026 Notes ”) and 6.25% Convertible Senior Secured Notes due 2027 (the “ 2027 Notes ”) (such existing holders, the “ Offering Participants ”). The Offering Participant…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Results of Operations and Financial Condition. On May 7, 2025 , Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Results of Operations and Financial Condition. On March 11, 2025 , Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under “Indenture and Convertible Senior Secured Notes due 2027” in

Entry into a Material Definitive Agreement. Indenture and Convertible Senior Secured Notes due 2027 On November 19, 2024, Groupon Inc. (the “Company”) issued $197,260,00 aggregate principal amount of its 6.25% Convertible Senior Secured Notes due 2027 (the “2027 Notes”), pursuant to an indenture, dated as of November 19, 2024 (the “2027 Notes Indenture”), among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and as col…

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Results of Operations and Financial Condition. On November 12, 2024 , Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.