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 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.
Groupon, Inc. reported Q2 2026 revenue of $124,675 (in thousands), compared with $125,702 (in thousands) a year earlier, and a net loss attributable to Groupon of $1,763 (in thousands) versus income of $20,337 (in thousands). Diluted EPS was $(0.04). For the first six months of 2026, revenue was $241,875 (in thousands) and the net loss attributable to Groupon was $14,622 (in thousands).
Operating expenses totaled $114,109 (in thousands), including $3,161 (in thousands) of restructuring charges, and the prior-year quarter included a $10,650 (in thousands) gain on sale of a business. Other income (expense), net was a $3,275 (in thousands) expense, compared with $18,466 (in thousands) of income a year earlier. Operating cash flow for the first half of 2026 was $8,169 (in thousands), down from $28,397 (in thousands).
Cash, cash equivalents and restricted cash were $256,023 (in thousands) at June 30, 2026, while total convertible senior notes had $290,281 (in thousands) of principal outstanding after the March 2026 payoff of $33,740 (in thousands) of 2026 Notes. Stockholders' equity was a deficit of $72,069 (in thousands). Groupon repurchased 2.8 million shares for $31,433 (in thousands) year to date and began a 2026 restructuring plan tied to its AI-native strategy, covering up to 400 positions globally.
Rajkumar Aditya Vikram reported acquisition or exercise transactions in this Form 4 filing.
Groupon, Inc. Chief Operating Officer Aditya Vikram Rajkumar received equity awards of 77,500 Restricted Stock Units (RSUs) and 77,500 Performance Share Units (PSUs), each representing a contingent right to one share of common stock.
The RSUs vest in three equal tranches on May 1 of 2027, 2028, and 2029, subject to continued service and a year-end performance review modifier of 0% to 300% per tranche. The PSUs cliff vest on May 1, 2029 based on the Company’s relative TSR versus the Russell 2000 Index over May 1, 2026 to May 1, 2029, with potential payouts from 0% to 300% of the granted PSUs, capped at 100% if TSR is negative; the Compensation Committee may adjust TSR calculations to neutralize the impact of liquidity events or revaluations involving the Company’s equity interest in SumUp Holdings, S.a.r.l. Following these grants, the filing reports 77,500 RSUs and 77,500 PSUs held directly.
Groupon, Inc. submitted an initial statement of beneficial ownership identifying Rajkumar Aditya Vikram as Chief Operating Officer and a reporting person under insider rules. The report lists no equity holdings or insider transactions and notes an Exhibit 24 Power of Attorney related to this reporting authority.
Groupon, Inc. Chief Accounting Officer Kyle Netzly reported the vesting of 4,950 Performance Share Units on July 30, 2026, converting into an equal number of common shares. This tranche vested after the Compensation Committee certified achievement of a stock-price hurdle and service condition. To satisfy mandatory tax withholding, 2,045 common shares were withheld at $27.89 per share, which was not an open‑market sale. Following the PSU exercise, Netzly directly held 55,050 Performance Share Units.
Groupon, Inc. Chief Financial Officer Kashyap Rana reported the vesting and conversion of 14,374 Performance Share Units into common stock on July 30, 2026, after the Compensation Committee certified required stock‑price and service conditions. Following this transaction, he beneficially owned 159,869 Performance Share Units, each representing a contingent right to one share of common stock. To cover mandatory taxes on the vesting, 6,661 shares were withheld at $27.89 per share, which was not an open‑market sale. Additional shares are held indirectly in a custodial account for his child, with beneficial ownership disclaimed except for his pecuniary interest.
Shah Amit reported acquisition or exercise transactions in this Form 4 filing.
Groupon, Inc. director Amit Shah reported a grant of 3,348 restricted stock units representing common stock on July 28, 2026, as board compensation under the Groupon, Inc. 2011 Incentive Plan.
The award covers service from his March 10, 2026 board appointment through his June 11, 2026 annual RSU grant and will vest 100% on June 11, 2027. After this award, his reported direct holdings totaled 16,488 shares.
BlackRock, Inc. reported a passive ownership stake in Groupon, Inc. common stock on a Schedule 13G. BlackRock and certain of its business units are deemed to beneficially own 2,019,962 shares of Groupon common stock, representing 5.3% of the outstanding class.
BlackRock has sole voting power over 1,980,469 shares and sole dispositive power over 2,019,962 shares, with no shared voting or dispositive power. The filing notes that various underlying clients and investors have rights to receive dividends or sale proceeds from these shares, but no single such person holds more than five percent of Groupon’s total outstanding common shares.
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.
Shah Amit reported acquisition or exercise transactions in this Form 4 filing.
Groupon director Amit Shah received a grant of restricted stock units. On June 11, 2026, he was awarded 13,140 RSUs of Groupon common stock as director compensation at no cash cost per unit. All 13,140 RSUs will vest in full on June 11, 2027, and his reported direct holdings after the award total 13,140 shares.