[8-K] Groupon, Inc. Reports Material Event

Rhea-AI Filing Summary

Groupon, Inc. (GRPN) furnished an earnings press release for its fiscal quarter ended September 30, 2025, in connection with Item 2.02 (Results of Operations and Financial Condition). The press release is attached as Exhibit 99.1 and is incorporated by reference.

The company noted that Exhibit 99.1 is being furnished, not filed, under the Exchange Act, which means it is not subject to liability under Section 18 and will only be incorporated into other filings if specifically referenced. No additional financial details were included in this summary notice.

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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): November 6, 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 2.02.    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.

Item 9.01.    Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.

Description

99.1*

Earnings Press Release dated November 6, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*The information in Exhibit 99.1 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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: November 6, 2025

By: /s/ Rana Kashyap

Name: Rana Kashyap

Title: Chief Financial Officer

FAQ

What did Groupon (GRPN) announce in this 8-K?

Groupon furnished an earnings press release for the fiscal quarter ended September 30, 2025, attached as Exhibit 99.1.

Which 8-K item applies to Groupon’s update?

Item 2.02 (Results of Operations and Financial Condition).

Is the press release considered filed or furnished?

It is furnished, not filed, and is not subject to Section 18 liability; it will only be incorporated by reference if specifically referenced.

Where can I find the detailed financial results for GRPN?

The detailed results are in Exhibit 99.1 to the 8-K.

What period does the press release cover for Groupon?

It covers the fiscal quarter ended September 30, 2025.

What is Groupon’s trading symbol and exchange?

Groupon trades as GRPN on the NASDAQ Global Select Market.