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Groupon, Inc. 8-K Filings

GRPN NASDAQ

Every 8-K that Groupon, Inc. (GRPN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow GRPN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GRPN filings page.

Rhea-AI Summary

Groupon, Inc. reported Q2 2026 results with global revenue and billings each down 1% year-over-year. North America Local revenue declined 2% and Local billings 1%, while International Local revenue rose 8% and Local billings 2%, supported by its new consumer platform and expanded seasonal supply. Active customers grew 2% to 16.1 million, but unit sales fell 7% to 8.5 million as customers shifted toward higher-value inventory.

The company recorded a loss from continuing operations of $1.5 million, compared with income of $20.6 million in the prior-year quarter, and Adjusted EBITDA of $14.8 million versus $15.6 million a year earlier. Operating cash flow from continuing operations was $18.1 million and free cash flow was $15.0 million. Cash and cash equivalents totaled $226.3 million as of June 30, 2026.

Under its 2026 Restructuring Plan, Groupon booked $3.2 million of Q2 charges and expects total pre-tax charges of $7.0–$13.0 million, targeting $20.0–$25.0 million in annualized payroll savings. Management emphasized “Project Foundry,” its AI-native transformation, citing better conversion, improving managed channels and personalization. Guidance for Q3 2026 calls for billings growth of 4–6%, revenue of $128–$130 million, Adjusted EBITDA of $19–$21 million and negative free cash flow. Full-year 2026 guidance includes billings growth of 3–5%, revenue of $513–$523 million, Adjusted EBITDA of $75–$80 million and at least $60 million of free cash flow.

Rhea-AI Summary

Groupon, Inc. reported results of its 2026 Annual Meeting and a charter change affecting officer liability. Stockholders approved an amendment to the Restated Certificate of Incorporation to add officer exculpation provisions consistent with Section 102(b)(7) of Delaware law, and the board subsequently filed the Certificate of Amendment on June 17, 2026.

All six director nominees were elected, the appointment of Deloitte & Touche LLP as independent auditor for fiscal 2026 was ratified, and a non-binding advisory vote approved the company’s named executive officer compensation.

Rhea-AI Summary

Groupon, Inc. appointed Aditya Rajkumar as Chief Operating Officer, effective August 3, 2026. He will oversee Groupon's marketplace and merchant operations and report to CEO Dusan Senkypl.

Rajkumar’s offer includes a $500,000 annual base salary and a 2026 cash bonus target of $150,000 under Groupon’s Annual Bonus Plan, pro-rated from his start date with a minimum 2026 payout of $50,000, subject to Compensation Committee approval and continued employment. He will also receive a cash sign-on bonus of $150,000, paid in three installments of $50,000 between November 2026 and May 2027, contingent on active employment and meeting performance expectations.

Equity compensation totals 155,000 shares under the 2011 Incentive Plan, split equally between enhanced restricted stock units vesting one-third annually over three years and performance stock units that cliff vest based on performance conditions. Rajkumar will be eligible for the Company’s long-term incentive plan, with a minimum May 2027 LTIP award of $500,000, and the Company plans to enter into a Severance Benefit Agreement after his start date.

Rhea-AI Summary

Groupon, Inc. announced a new restructuring plan to support its strategy to become an AI‑native company, including an overall reduction of up to 400 positions globally by the end of the third quarter 2026, subject to local legal processes. The company expects pre‑tax restructuring charges of $7 to $13 million, mainly for severance, and estimates payroll actions will generate $20 to $25 million in annualized cost savings.

For 2026, Groupon anticipates $10 to $12 million of gross savings and about $5 million of net savings after reinvesting up to half in marketing, AI infrastructure, and talent. Reflecting these actions, full‑year 2026 Adjusted EBITDA guidance is raised from $70 to $75 million to $75 to $80 million. The company is also evaluating additional Project Foundry cost and automation measures through 2027, and its Chief Operating Officer, Jiri Ponrt, has chosen to resign effective July 10, 2026.

Rhea-AI Summary

Groupon reported first quarter 2026 results showing largely flat top-line performance but weaker profitability. Global revenue was flat and billings declined 1% year-over-year, while North America Local revenue fell 1% and Local billings grew 2%. International Local revenue rose 10% but Local billings declined 3%, though excluding Giftcloud, International Local billings grew 14% and revenue 19%.

Active customers increased 5% to 16.2 million, but unit sales of 8.1 million fell 5%, reflecting softer North America volumes. The company swung to a net loss from continuing operations of $12.6 million from prior-year income of $8.0 million, while Adjusted EBITDA was positive $12.8 million versus $15.3 million a year earlier. Free cash flow was negative $13.5 million and operating cash outflow was $10.0 million, with cash and equivalents of $225.5 million.

Groupon repurchased 1.94 million shares for $21.3 million in the quarter and a further 859,860 shares for $10.1 million in April. For Q2 2026, it guides revenue of $126–$128 million, Adjusted EBITDA of $13–$15 million and at least $10 million of free cash flow. For full-year 2026, it targets revenue of $513–$523 million, Adjusted EBITDA of $70–$75 million and at least $60 million of free cash flow, alongside an AI-focused transformation initiative called Project Foundry.

Rhea-AI Summary

Groupon, Inc. reported fourth quarter and full year 2025 results showing a return to modest growth and improved profitability metrics. Full year revenue was $498.4 million, up 1% from 2024, while gross billings reached $1.7 billion, up 7%. The company recorded a full year net loss from continuing operations of $81.1 million but generated positive operating cash flow from continuing operations of $64.5 million and free cash flow of $49.9 million. In the fourth quarter, revenue was $132.7 million, up 2% year over year, and net income from continuing operations was $8.1 million versus a loss of $50.1 million a year earlier. Fourth quarter adjusted EBITDA improved to $20.9 million, and Groupon ended 2025 with $296.1 million of cash and cash equivalents and 16.2 million active customers.

Rhea-AI 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.