UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 182, 2025

Commission File Number: 1-35335

Groupon, Inc.

(Exact name of registrant as specified in its charter)

Delaware

27-0903295

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

35 West Wacker Drive

60601

25th Floor

(Zip Code)

Chicago

Illinois

(773)

945-6801

(Address of principal executive offices)

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

GRPN

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 406 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Exchange~~Indenture and ~~Consent~~Convertible ~~Agreements~~Senior Notes due 2030

On ~~June~~July 182, 2025, Groupon, Inc. (the “Company”) ~~entered~~issued ~~into~~$244,071,000 ~~privately~~aggregate ~~negotiated~~principal ~~agreements~~amount of its 4.875% Convertible Senior Notes due 2030 (the “~~Exchange~~2030 ~~Agreements~~Notes”), ~~with~~pursuant ato ~~limited~~an ~~number~~indenture, dated as of ~~existing~~July ~~holders~~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 exchange for $20,000,000 aggregate principal amount of the Company’s ~~currently~~ outstanding 1.125% Convertible Senior Notes due 2026 (the “2026 Notes”) and (ii) $224,071,000 aggregate principal amount of 2030 Notes issued in exchange for $150,000,000 aggregate principal amount of the Company’s outstanding 6.25% Convertible Senior Secured Notes due 2027 (the “2027 Notes”), ~~(such~~and ~~existing~~together ~~holders~~with the 2026 Notes, the “~~Offering~~Old ~~Participants~~Notes”)~~. The~~ ~~Offering~~with ~~Participants~~a limited number of existing holders of the Old Notes who are ~~institutional~~either “institutional accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and/or “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (such existing holders, the “Exchange Participants” and such exchange transactions, collectively, the “Exchange”). As previously disclosed, the Exchange was effected pursuant to privately negotiated agreements (the “Agreements”).

~~Pursuant~~The to2030 ~~the Exchange Agreements, the Company will (i) exchange $170,000,000 aggregate principal amount of 2026~~ Notes ~~and~~were ~~2027~~issued ~~Notes~~to ~~held by~~ the ~~Offering~~Exchange Participants ~~for~~in ~~$244,071,000~~private ~~aggregate~~placements ~~principal~~in ~~amount~~reliance ofon the ~~Company’s~~exemption ~~newly~~from ~~issued~~registration ~~4.875%~~provided ~~Convertible~~by ~~Senior~~Section ~~Notes due 2030~~ 4(~~the “New Notes”~~a) (~~the “Exchange”~~2). ~~In addition, the holders~~ of ~~approximately 76% of~~ the ~~outstanding~~Securities ~~aggregate~~Act. ~~principal~~The ~~amount~~Company ofrelied ~~2027~~on ~~Notes~~this ~~have~~exemption ~~agreed~~from toregistration ~~vote~~based in ~~favor~~part ofon ~~certain~~representations ~~proposed~~made ~~amendments~~by to the ~~indenture~~Exchange ~~governing~~Participants the 2027 Notes (the “Proposed Amendments”). The Proposed Amendments have the effect of deleting substantially all of the restrictive covenants and related events of default and releasing all of the collateral securing the Company and the guarantors’ obligations under the 2027 Notes. The Proposed Amendments will be contained in ~~a supplemental indenture to be executed upon settlement of~~ the ~~Exchange~~Agreements.

The ~~New~~following ~~Notes~~is ~~are expected to be issued to the Offering Participants in~~ a ~~private~~brief ~~placement~~description ~~exempt from registration in reliance on Section 4(a)(2)~~ of the ~~Securities~~terms ~~Act. The Company is relying on this exemption from registration based in part on representations made by the Offering Participants in the Exchange Agreements. Any shares~~ of the ~~Company’s~~2030 ~~Common~~Notes ~~Stock~~and ~~(as defined below) that may be issued upon conversion of~~ the ~~New~~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~~Indenture.

The ~~Exchange~~2030 ~~transactions~~Notes are ~~expected~~senior, tounsecured ~~close~~obligations of the Company, accrue interest at a rate of 4.875% per annum, payable semi-annually in arrears on oreach ~~around~~June ~~July~~30 2and December 30, commencing December 30, 2025, and will mature on June 30, 2030, unless earlier converted, redeemed or repurchased. The initial conversion rate is 18.5031 shares of the Company’s Common Stock per $1,000 principal amount of 2030 Notes (equivalent to an initial conversion price of approximately $54.04 per share), subject to customary ~~closing conditions~~adjustments. ~~The~~If the Company ~~will~~undergoes ~~not~~a ~~receive~~Fundamental ~~any~~Change (as defined in the 2030 Notes Indenture), holders of the 2030 Notes have the right to require the Company to repurchase for cash ~~proceeds~~all ~~from~~or any portion of their 2030 Notes at a fundamental change repurchase price equal to 100% of the ~~Exchange~~principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest if any, to, but excluding, the fundamental change repurchase date. In addition, upon the occurrence of a Make-Whole Fundamental Change (as defined in the 2030 Notes Indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2030 Notes in connection with such make-whole fundamental change.

~~New~~The 2030 Notes ~~Indenture~~are not redeemable by the Company prior to July 2, 2028. On or after July, 2, 2028, the Company may redeem for cash all or any portion of the 2030 Notes, at its option, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2030 Notes.

~~The~~Prior ~~New~~to ~~Notes~~the ~~will~~close ~~be senior unsecured obligations~~ of ~~the~~business ~~Company~~on ~~issued pursuant to an indenture to be entered into by and between~~ the ~~Company~~business ~~and~~day ~~U.S.~~immediately ~~Bank~~preceding ~~National~~March ~~Association~~31, as2030, ~~trustee (~~the ~~“New~~2030 Notes ~~Indenture”).~~will ~~Under~~be ~~the~~convertible ~~New~~only ~~Notes~~under ~~Indenture,~~ the ~~Company~~following ~~will~~circumstances: be(1) ~~subject~~during toany ~~certain~~calendar ~~customary~~quarter ~~non-financial~~commencing ~~covenants,~~after ~~including~~ the ~~payment~~calendar ofquarter ~~principal~~ending ~~and interest~~ on ~~the~~September ~~New~~30, ~~Notes~~2025, ~~maintenance~~and ofonly ~~its~~during ~~corporate~~such ~~existence~~calendar quarter, ~~and~~if ~~delivery~~the oflast ~~required~~reported ~~reports~~sale ~~and~~price ~~information~~of to the ~~trustee. The~~Common ~~New~~Stock ~~Notes~~for ~~will accrue interest~~ at aleast ~~rate~~20 oftrading ~~4.875%~~days ~~per~~(whether ~~annum,~~or ~~payable~~not ~~semiannually~~consecutive) in ~~arrears~~a onperiod ~~June~~of 30 ~~and~~consecutive ~~December~~trading 30days ofending ~~each year~~on, ~~beginning~~and ~~on December 30~~including, ~~2025.~~the ~~The~~last ~~New~~trading ~~Notes~~day ~~will~~of ~~mature~~the onimmediately ~~June~~preceding ~~30,~~calendar ~~2030,~~quarter ~~unless~~is ~~earlier~~greater ~~repurchased~~than or ~~converted~~equal ~~pursuant~~ to ~~the~~130% ~~terms~~ of the ~~New~~conversion ~~Notes~~price ~~Indenture.~~on ~~The~~each ~~Company~~applicable ~~may~~trading ~~not~~day; ~~redeem~~(2) during the ~~New~~five ~~Notes~~business-day ~~prior~~period toafter ~~July~~any 2,five ~~2028.~~consecutive Ontrading-day orperiod ~~after~~in ~~July~~which 2,the ~~2028,~~trading ~~the~~price ~~Company~~per ~~may~~$1,000 ~~redeem~~principal ~~for~~amount ~~cash~~of ~~all~~2030 orNotes ~~any~~for ~~portion~~such oftrading ~~the~~day ~~New~~was ~~Notes,~~less atthan ~~its~~98% ~~option,~~of ifthe product of the last reported sale price of the Common Stock ~~has~~and ~~been at least 130% of~~ the conversion ~~price~~rate ~~then~~on ineach ~~effect~~such ~~for at least 20~~ trading ~~days~~day; ~~(whether~~ or ~~not consecutive~~(3) ~~during~~upon ~~any 30 consecutive trading-day period (including~~ the ~~last~~occurrence ~~trading day~~ of ~~such~~specified ~~period)~~corporate ~~ending on~~events, ~~and~~ including, ~~the~~a ~~trading~~fundamental ~~day~~change. ~~immediately~~On ~~preceding~~or ~~the~~after ~~date~~March on31, ~~which~~2030, until the ~~Company~~close ~~provides a notice~~ of ~~redemption~~business aton ~~a redemption price equal to 100% of~~ the ~~principal~~second ~~amount~~scheduled oftrading day

~~the~~immediately ~~New~~preceding ~~Notes~~the tomaturity ~~be redeemed~~date, ~~plus~~holders ~~any~~of ~~accrued~~the ~~and~~2030 ~~unpaid~~Notes ~~interest~~may ~~to,~~convert ~~but~~all ~~excluding,~~or ~~the~~any ~~redemption~~portion ~~date.~~of Notheir ~~sinking~~2030 ~~fund~~Notes isregardless ~~provided~~of ~~for~~ the ~~New~~foregoing ~~Notes~~conditions.

~~The~~Pursuant ~~New~~to ~~Notes~~the ~~will~~2030 beNotes ~~convertible~~Indenture, ~~into shares of~~ the Company’s ~~common~~is ~~stock,~~entitled ~~par~~to ~~value~~not ~~$0.0001~~effect ~~per~~any ~~share (“Common Stock”), at an initial~~ conversion ~~price~~that ~~equivalent~~will toresult ~~approximately~~in ~~$54.04~~any ~~per~~holder ~~share~~thereof, ~~subject~~together towith ~~adjustments~~any asAttribution ~~set~~Parties ~~forth~~(as defined in the ~~New~~2030 Notes Indenture), ~~and~~beneficially ~~any~~owning ~~conversions~~more ~~may~~than be4.9% ~~settled~~of at the Company’s ~~option in cash and/or shares of~~ Common Stock. ~~If the Company undergoes a fundamental change~~ (~~as defined in~~ the ~~New~~“Exchange ~~Notes Indenture~~Cap”), ~~holders~~after ofgiving ~~the~~effect ~~New Notes have the right~~ to ~~require~~such ~~the~~conversion. The Company’s obligation to ~~repurchase~~deliver ~~for cash all or~~ any ~~portion~~shares of ~~their~~Common ~~New~~Stock ~~Notes~~that atwill aresult ~~fundamental~~in ~~change~~any ~~repurchase~~holder ~~price~~thereof ~~equal~~ to ~~100%~~exceed of the ~~principal~~Exchange ~~amount~~Cap of (the ~~New~~“Excess ~~Notes~~Shares”) tois benot ~~repurchased,~~extinguished ~~plus accrued~~ and ~~unpaid~~is ~~interest~~suspended ifuntil ~~any,~~such ~~to,~~holder ~~but~~advises ~~excluding,~~ the ~~fundamental change repurchase date. In addition, upon the occurrence of a make-whole fundamental change (as defined in the New Notes Indenture), the~~ Company ~~will,~~ in ~~certain~~writing ~~circumstances, increase the conversion rate by a number of additional shares for a holder~~ that ~~elects~~it tomay ~~convert~~receive ~~its~~the ~~New~~Excess ~~Notes~~Shares inwithout ~~connection~~exceeding ~~with~~the ~~such~~Exchange ~~make-whole fundamental change~~Cap.

~~Prior~~The 2030 Notes Indenture contains customary provisions relating to the ~~close~~occurrence of ~~business~~Events onof ~~the~~Default ~~business~~(as ~~day~~defined ~~immediately~~in ~~preceding~~the ~~March~~2030 ~~31,~~Notes ~~2030~~Indenture), ~~the~~which ~~New~~include ~~Notes~~the ~~will~~following: be(i) ~~convertible~~certain ~~only~~payment ~~under~~defaults on the ~~following~~2030 ~~circumstances:~~Notes (1)which, ~~during~~in ~~any~~the ~~calendar~~case ~~quarter~~of ~~commencing~~a ~~after~~default in the ~~calendar~~payment ~~quarter~~of ~~ending~~interest on ~~December~~the ~~30,~~2030 ~~2025~~Notes, ~~and~~will ~~only~~be ~~during~~subject ~~such~~to ~~calendar~~a ~~quarter,~~30-day ifcure period); (ii) the ~~last~~Company’s ~~reported~~failure ~~sale~~to ~~price~~send ofcertain notices under the ~~Common~~2030 ~~Stock~~Notes ~~for~~Indenture atwithin ~~least~~specified 20periods ~~trading~~of ~~days~~time; (~~whether~~iii) orthe ~~not~~Company’s ~~consecutive)~~failure to comply with certain covenants in athe ~~period~~2030 ofNotes 30Indenture ~~consecutive~~relating ~~trading~~to ~~days~~the ~~ending~~Company’s onability to consolidate with or merge with or into, ~~and~~or ~~including~~sell, ~~the~~lease ~~last~~or ~~trading~~otherwise ~~day~~transfer, ofin ~~the~~one ~~immediately~~transaction ~~preceding~~or ~~calendar~~a ~~quarter~~series isof ~~greater~~transactions, ~~than~~all or ~~equal~~substantially toall ~~130%~~of the assets of the ~~conversion~~Company ~~price~~and onits ~~each~~subsidiaries, ~~applicable~~taken ~~trading~~as ~~day~~a whole, to another person; (2iv) ~~during~~a default by the ~~five~~Company ~~business-day~~in ~~period~~its ~~after~~other ~~any~~obligations ~~five~~or ~~consecutive~~agreements ~~trading-day~~under ~~period~~the in2030 ~~which~~Notes Indenture or the ~~trading~~2030 ~~price~~Notes ~~per~~if ~~$1,000~~such ~~principal~~default ~~amount~~is ofnot ~~New~~cured ~~Notes~~or ~~for~~waived ~~such~~within ~~trading~~60 ~~day~~days ~~was~~after ~~less~~notice ~~than~~is ~~98%~~given ofin accordance with the ~~product~~2030 ofNotes ~~the~~Indenture; ~~last~~(v) ~~reported~~certain ~~sale~~defaults ~~price~~by the Company or any of ~~the~~its ~~Common~~significant ~~Stock~~subsidiaries ~~and~~with ~~the~~respect ~~conversion~~to ~~rate~~indebtedness onfor ~~each~~borrowed ~~such~~money ~~trading~~of ~~day;~~at orleast $75.0 million; (3vi) ~~upon~~a ~~the~~final ~~occurrence~~judgment for payment of ~~specified~~at ~~corporate~~least ~~events,~~$75.0 ~~including~~million ain ~~fundamental~~the ~~change.~~aggregate Onrendered against the Company or ~~after~~any ~~March~~significant 31subsidiary, ~~2030,~~which ~~until~~judgment ~~the~~is ~~close~~not ofdischarged ~~business~~or stayed within 60 days after (a) the date on which the ~~second~~right ~~scheduled~~to ~~trading~~appeal ~~day~~thereof ~~immediately~~has ~~preceding~~expired ~~the~~if ~~maturity~~no ~~date~~such appeal has commenced, ~~holders~~or of(b) the ~~New~~date ~~Notes~~on ~~may~~which ~~convert~~ all orrights ~~any~~to ~~portion~~appeal ofhave ~~their~~been ~~New~~extinguished; ~~Notes~~and ~~regardless~~(vii) certain events of bankruptcy, insolvency and reorganization involving the ~~foregoing~~Company ~~conditions~~or any of its significant subsidiaries.

The ~~New~~foregoing ~~Notes~~description ~~Indenture~~is ~~contains~~qualified ~~customary~~in ~~terms~~its ~~and~~entirety ~~conditions,~~by ~~including~~reference ~~provisions relating~~ to the ~~issuance,~~full ~~transfer, conversion,~~ and ~~repurchase~~complete terms of the ~~New~~2030 Notes, asIndenture ~~well~~and as the ~~rights~~Form ~~and obligations~~ of ~~the parties~~4.875% ~~The~~Convertible ~~New~~Senior Notes ~~Indenture~~due ~~requires~~2030, ~~the~~copies ~~Company~~of towhich ~~offer~~are toattached ~~repurchase~~as ~~the~~Exhibits ~~notes~~4.1 ~~at 100% of principal amount plus accrued~~ and ~~unpaid~~4.2, ~~interest~~respectively, ~~only~~to inthis ~~connection~~Current ~~with~~Report ~~the~~on ~~occurrence~~Form of8-K aand ~~Fundamental~~are ~~Change~~incorporated ~~(as~~herein ~~defined~~by ~~in the New Notes Indenture)~~reference.

~~The~~Supplemental ~~New Notes~~ Indenture contains customary provisions relating to the occurrence of “Events of Default” (as defined in the New Notes Indenture), which include the following: (i) certain payment defaults on the New Notes (which, in the case of a default in the payment of interest on the New Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the New Notes Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the New Notes Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the New Notes Indenture or the New Notes if such default is not cured or waived within 60 days after notice is given in accordance with the New Notes Indenture; (v) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $75.0 million; (vi) a final judgment for payment of at least $75.0 million in the aggregate rendered against the Company or any significant subsidiary, which judgment is not discharged or stayed within 60 days after (a) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (b) the date on which all rights to appeal have been

~~extinguished;~~On July 2, 2025, the Company entered into a First Supplemental Indenture (the “Supplemental Indenture”), by and among itself, the guarantors signatory thereto (~~vii~~the “Guarantors”), ~~certain~~and ~~events~~U.S. ofBank ~~bankruptcy~~Trust Company, ~~insolvency~~National Association, as trustee (the “Trustee”) and ~~reorganization~~as ~~involving~~collateral agent (“Collateral Agent”). The Supplemental Indenture amends the ~~Company~~Indenture, ordated ~~any~~as of November 19, 2024 (the “2027 Notes Indenture”), among the Company, the Guarantors, and the Trustee and the Collateral Agent, pursuant to which the Company issued its ~~significant~~2027 ~~subsidiaries~~Notes.

The ~~foregoing~~Supplemental ~~description~~Indenture deletes in their entirety substantially all of the ~~Exchange~~negative ~~Agreements~~covenants ~~does~~and ~~not~~related ~~purport~~provisions tofrom bethe ~~complete~~2027 Notes Indenture, and isreleases ~~qualified~~all inof ~~its~~the ~~entirety~~liens byon ~~reference~~the tocollateral securing the ~~form~~obligations ofunder ~~Exchange~~the ~~Agreement,~~2027 aNotes. ~~copy~~The Supplemental Indenture was entered into with the consent of ~~which~~over is75% ~~filed~~of asthe ~~Exhibit~~outstanding 102027 Notes in connection with the Exchange effected pursuant to the Agreements.1 ~~hereto~~The ~~and~~2027 ~~incorporated~~Notes were issued in private placements in reliance on the exemption from registration provided by ~~reference~~Section ~~herein~~4(a)(2) of the Securities Act.

The foregoing description is qualified in its entirety by reference to the full and complete terms of the Supplemental Indenture, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth ~~under~~in Item 1.01 ofabove ~~this Current Report on Form 8-K~~ is incorporated ~~herein~~ by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth ~~under~~in Item 1.01 ofis incorporated by reference into this ~~Current~~Item ~~Report~~3.02. The 2030 Notes were issued to the Exchange Participants in reliance on ~~Form~~the ~~8-K~~exemption isfrom ~~incorporated~~registration ~~herein~~provided by ~~reference~~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 on the initial maximum conversion rate of 27.7546 shares of Common Stock per $1,000 principal amount of 2030 Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events.

On June 1820, 2025, the Company ~~issued~~entered ainto ~~press~~separate ~~release~~agreements ~~announcing~~with ~~entry~~each of BNP Paribas, Barclays Bank PLC, and Mizuho Markets Americas LLC (collectively, the “Dealers”) to unwind, in part, certain capped call and call option transactions (the “Capped Call Transactions”) previously entered into by the ~~Exchange~~Company ~~Agreements~~in connection with its 2026 Notes. AUnder ~~copy~~the terms of these unwind agreements, the ~~press~~Company ~~release~~and iseach ~~attached~~Dealer ~~hereto~~agreed asto ~~Exhibit~~(i) ~~99.1~~fully terminate the additional capped call or call option transactions and is(ii) ~~incorporated~~partially byterminate ~~reference~~the ~~into~~base ~~this~~capped ~~Item~~call 8or call option transactions, resulting in a reduction in the number of options outstanding under such transactions.~~01.~~

In connection with these terminations, each Dealer will make a cash payment to the Company, calculated in accordance with the terms of the applicable unwind agreement. For the agreements with BNP Paribas and Barclays Bank PLC, the cash settlement amount will be determined based on the volume-weighted average price of the Company’s Common Stock over a specified averaging period, commencing on June 23, 2025. The settlement of the unwind transactions and payment of the cash settlement amounts are expected to occur on or about July 2, 2025, subject to the terms and conditions set forth in the respective agreements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber						Description
10.1						Form of Exchange Agreement
4.1						Indenture, dated as of July 2, 2025, between Groupon, Inc. and U.S. Bank Trust Company, National Association, as trustee
99.1						Press Release, dated June 18, 2025.
4.2						Form of 4.875% Convertible Senior Note due 2030 (included in Exhibit 4.1)
10.1						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
104						Cover Page Interactive Data File (embedded as Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GROUPON, INC. Date: ~~June~~July 182, 2025 By: /s/ Jiri PonrtName: Jiri PonrtTitle: Chief Financial Officer

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