Welcome to our dedicated page for Groupon SEC filings (Ticker: GRPN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Groupon, Inc. SEC filings document the operating results, governance structure, and capital structure of a public local-marketplace company. Form 8-K reports furnish quarterly and annual financial results, including revenue, gross billings, Local category trends, segment performance, cash-flow measures, and special charges tied to restructuring plans or asset transactions.
The company’s periodic reports and proxy materials cover marketplace economics, risk factors, executive compensation, director elections, board oversight, and shareholder-meeting matters. Material-event filings also document financing activity, including Groupon’s convertible senior notes due 2030 and exchanges involving prior convertible note obligations.
Groupon, Inc. reported Q1 2026 results showing flat revenue but a return to losses. Revenue was $117.2 million, essentially unchanged from Q1 2025, while net income swung from a $7.2 million profit to a $12.9 million loss, or $(0.32) per share.
Operating income moved from a $1.9 million profit to a $3.3 million loss as marketing and SG&A costs rose. Operating cash flow from continuing operations was a $10.0 million outflow. Cash and cash equivalents fell to $225.5 million from $296.1 million, partly due to $33.7 million repayment of 2026 convertible notes and $21.3 million of share repurchases.
Total assets declined to $595.9 million while liabilities were $658.3 million, leaving total equity at a $62.5 million deficit. Groupon highlighted its AI-native transformation, including “Project Foundry” and plans to cut global headcount by about 15% and pursue significant cost-reduction and automation initiatives.
Netzly Kyle reported acquisition or exercise transactions in this Form 4 filing.
Groupon, Inc. reported a Form 4 showing compensation-related equity awards to Chief Accounting Officer Kyle Netzly. He received 6,131 performance share units (PSUs) and 9,197 restricted stock units (RSUs), each representing a contingent right to one share of Groupon common stock.
The RSUs vest in three equal tranches on May 1, 2027, May 1, 2028, and May 1, 2029, subject to continued service and a year-end performance review modifier ranging from 0% to 300% per tranche. The PSUs vest based on Groupon’s relative total shareholder return versus the Russell 2000 Index over a three-year period from May 1, 2026 to May 1, 2029, with cliff vesting on May 1, 2029 and a payout range of 0% to 300%, capped at 100% in the event of negative total shareholder return.
Groupon, Inc. Chief Financial Officer Kashyap Rana reported several equity-related transactions. He exercised performance share units to acquire 77,625 shares of common stock, and 35,973 shares were withheld at $14.89 per share to cover mandatory tax obligations, which the filing notes is not an open-market sale.
Rana also received new equity awards: 63,870 performance share units, each representing a right to one share of common stock, and 63,870 restricted stock units, also convertible one-for-one into common stock. The PSUs vest based on stock-price and relative total shareholder return hurdles over multi-year performance periods and continued service, while the RSUs vest in three equal annual tranches subject to a performance modifier. After these transactions, he directly holds 225,625 shares of common stock and has indirect custodial holdings of 10,000 and 15,000 shares in accounts for his child, for which he disclaims beneficial ownership beyond his economic interest.
Groupon, Inc. Chief Operating Officer Jiri Ponrt reported multiple equity compensation transactions involving company stock. He exercised 129,375 Performance Share Units into Common Stock and, in a related move, 57,315 shares were withheld to cover mandatory tax obligations, which was not an open market sale. Following these transactions, he held 321,531 shares of Common Stock directly.
Ponrt also received new awards of 17,419 Performance Share Units and 17,419 Restricted Stock Units, each representing a right to receive one share of Common Stock. The PSUs vest only if stock price or relative total shareholder return and service conditions are met over multi‑year periods, while the RSUs vest in three equal annual tranches subject to continued service and a performance modifier.
Groupon, Inc. CEO Dusan Senkypl reported an equity award exercise and updated holdings. On May 1, 2026, he exercised 345,003 Performance Share Units (PSUs), receiving 345,003 shares of Common Stock at a stated price of $0.00 per share, bringing his direct Common Stock holdings to 1,135,264 shares.
Following the transaction, Senkypl also remains associated with indirect holdings of 10,180,970 shares of Common Stock through Pale Fire Capital SICAV a.s. and 100 shares through Pale Fire Capital SE, as described in the footnotes. The filing shows 703,945 PSUs remaining outstanding. Each PSU represents a contingent right to one Groupon share, subject to stock price hurdles over a performance period from May 1, 2024 to May 1, 2027 and continued service conditions on May 1, 2025, May 1, 2026, and May 1, 2027.
Groupon’s largest shareholder group has updated its ownership disclosure. Pale Fire Capital entities report beneficial ownership of 10,181,070 Groupon common shares, or about 26.2% of the company, based on 38,798,840 shares outstanding as of April 3, 2026.
Chairman and CEO Dusan Senkypl is reported to beneficially own 14,380,428 shares, or 34.1% of the company, including 4,199,358 shares held directly and additional shares held through Pale Fire Capital structures and equity awards. Pale Fire Capital SICAV acquired 10,180,970 shares for approximately $87.46 million, while options exercised by Senkypl had an aggregate purchase price of $2.63 million. The amendment also details multiple tranches of performance stock units and deferred stock units that vested through March 2026, increasing Senkypl’s equity-based exposure.
Groupon, Inc. is asking stockholders to elect six directors, ratify Deloitte & Touche LLP as auditor for 2026, approve executive pay in an advisory vote, and amend its Restated Certificate of Incorporation to add officer exculpation under Section 102(b)(7) of Delaware law. The proxy highlights a largely independent board, committee structures, and a new Artificial Intelligence Committee overseeing AI strategy and risk.
For 2025, Groupon reported revenue of $498.4 million, gross profit of $452.5 million, an $81.1 million net loss from continuing operations, Adjusted EBITDA of $69.3 million, and operating cash flow of $64.5 million. Named executive officers’ bonuses paid at 36.27% of target based on constant-currency revenue and Adjusted EBITDA goals, while CEO and senior executive base salaries were unchanged from 2024.
Groupon, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held June 11, 2026 at Winston & Strawn LLP in Chicago. The Board asks stockholders to vote on electing six directors, ratifying Deloitte & Touche LLP as auditor, a non-binding advisory Say-on-Pay vote, and an amendment to permit officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law. The record date is April 17, 2026.
The proxy discloses 2025 financial results: Revenue $498.4 million, Gross Profit $452.5 million, Net loss $(81.1) million, Adjusted EBITDA $69.3 million, and Operating Cash Flow $64.5 million. Governance highlights include a full slate of independent committee members, updated director compensation, stockholder engagement practices, a Clawback Policy, and the establishment of an Artificial Intelligence Committee.
Groupon, Inc. director Amit Shah has filed a Form 3 as a reporting person for the company. The filing shows no reportable transactions or derivative positions, with zero buy, sell, acquire, or dispose activity and no holdings entries listed.
Groupon Inc amendment to a Schedule 13G/A states The Vanguard Group reports 0 shares beneficially owned of Groupon common stock, representing 0% of the class, after an internal realignment. The filing references SEC Release No. 34-39538 (January 12, 1998) under which certain Vanguard subsidiaries will report disaggregated beneficial ownership. The form is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026.