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. Chief Operating Officer Jiri Ponrt exercised performance-based equity awards and settled related taxes in stock. On March 12, 2026, he exercised performance share units (PSUs) into 6,471 shares of common stock, granted in 2025 and contingent on remediation of a previously disclosed material weakness and continuous employment. The Compensation Committee certified both conditions as achieved on March 12, 2026, causing the PSUs to fully vest and convert into shares. To satisfy mandatory tax withholding, 3,210 shares of common stock were withheld at $9.66 per share, which the company notes is not an open market sale. Following these routine compensation and tax-withholding transactions, Ponrt directly owns 192,156 shares of Groupon common stock.
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.
Groupon, Inc. filed its 2025 annual report outlining how it is repositioning itself as a trusted local experience marketplace focused on services and experiences rather than pure goods discounting. The company operates in North America and International segments across Local, Goods and Travel categories.
Groupon emphasizes an AI‑first product and engineering agenda, with about 84% of global transactions in 2025 completed on mobile devices and a redesigned iOS app launched in North America. As of December 31, 2025, it had 1,734 employees and a new set of operating principles aimed at speed, ownership and disciplined execution.
The report details significant technology modernization, multi‑cloud migration and cybersecurity enhancements, alongside a complex capital structure that includes 2026, 2027 and 2030 convertible notes. It also highlights extensive risk factors, including intense competition, regulatory and privacy scrutiny, cyber threats, restructuring execution, refund liabilities and dependence on third‑party platforms. As of June 30, 2025, non‑affiliate share value was $617,884,386, and 40,743,491 shares were outstanding as of March 6, 2026.
Groupon, Inc. (GRPN) reported an insider equity transaction by its Chief Accounting Officer, who filed a Form 4 for activity on November 20, 2025. On that date, 5,828 restricted stock units (RSUs) vested and converted into common stock at an exercise price of $0.
To satisfy mandatory tax withholding on the RSU vesting, the issuer withheld 1,708 shares of common stock; this was explicitly stated as not an open market sale. Following these transactions, the officer directly held 28,611 shares of common stock and 2,915 RSUs beneficially owned.
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.
Groupon (GRPN) filed its Q3 2025 report, showing higher revenue but a large bottom-line loss driven by financing actions. Revenue was $122.8 million, up from $114.5 million, with gross profit of $111.8 million. Operating income reached $2.2 million, but Other income (expense), net was a loss of $98.7 million, largely due to a $99.9 million loss on extinguishment of debt tied to note exchanges completed on July 2, 2025.
The quarter’s net loss was $117.8 million versus net income of $14.5 million a year ago. Year-to-date, net loss was $89.6 million. Cash and cash equivalents were $238.5 million, and operating cash flow for the nine months was $7.9 million. The company issued $244.1 million of 4.875% convertible senior notes due 2030 and partially exchanged portions of its 2026 and 2027 notes; 2026 notes outstanding were $33.7 million and 2027 notes $47.3 million at quarter-end.
Groupon completed the sale of Giftcloud for $17.1 million (pre-tax gain $10.7 million). Total equity moved to a deficit of $59.4 million from $41.1 million at year-end. As of November 3, 2025, 40,754,803 common shares were outstanding.
Groupon, Inc. Form 4 — Insider stock changes for Chief Accounting Officer
Kyle Netzly, Groupon (GRPN) Chief Accounting Officer, had 6,935 restricted stock units vest on 09/19/2025, each converting into one share of common stock. The vesting increased her direct holdings by 6,935 shares to 26,523 shares, then the issuer withheld 2,032 shares to satisfy mandatory tax-withholding, leaving 24,491 shares beneficially owned. The filing was signed by power of attorney on 09/23/2025. The report notes the withholding was not an open-market sale.
Kashyap Rana, identified as Chief Financial Officer of Groupon, Inc. (GRPN), filed an initial Form 3 reporting his beneficial ownership as of 09/01/2025. He directly owns 148,000 shares of common stock and is custodian for two custodial accounts holding 15,000 and 10,000 shares for his child, for which he disclaims beneficial ownership except to the extent of pecuniary interest. He also holds performance share units convertible into 236,016 and 174,243 common shares, each contingent on specified multi-year stock-price hurdles and continued service conditions over performance periods ending May 1, 2027 and May 1, 2028. The filing notes it was submitted late due to a delay establishing EDGAR filing codes.
Groupon, Inc. (GRPN) filed a Form 144 proposing to sell 3,055 common shares through UBS Financial Services on the NASDAQ on 08/12/2025, with an aggregate market value of $96,646.60. The filing reports 40,425,985 shares outstanding and shows the shares to be sold were acquired in two transactions: 2,500 shares bought on the open market on 03/11/2020 (paid in cash) and 555 shares received in a rights offering from Groupon, Inc. on 01/17/2024 (paid in cash). No securities were reported sold in the past three months. The filer certifies they are not aware of any material nonpublic information regarding the issuer.
Senkypl Dusan, identified as a director, 10% owner and officer (CEO) of Groupon, Inc. (GRPN), reported equity awards and changes in beneficial ownership dated 08/11/2025. The filing discloses grants of performance share units (PSUs) and related changes in common stock holdings. One grant covers 109,250 PSUs (each PSU is a contingent right to one share) and additional PSU entries of 5,750 and 5,750 are shown with differing transaction codes and post-transaction tallies.
The PSUs are subject to stock-price hurdles over a three-year performance period beginning May 1, 2024, and/or remediation of a stated material weakness over a two-year period beginning May 1, 2025, plus continued service conditions. Following the reported transactions, the filing lists 773,011 shares directly beneficially owned and indirect holdings of 10,180,970 shares (Pale Fire Capital SICAV) and 100 shares (Pale Fire Capital SE). A forfeiture of 5,750 PSUs is also recorded due to a 5% reduction under a vesting-modifier metric.