Form 8-K - Current report

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 12, 2024

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 1.01. Entry into a Material Definitive Agreement.

Exchange and Subscription Agreements

On November 12, 2024, Groupon, Inc. (the “Company”) entered into privately-negotiated agreements (the “Exchange and Subscription Agreements”) with a limited number of existing holders of the Company’s currently outstanding 1.125% Convertible Senior Notes due 2026 (the “2026 Notes”) (such existing holders, the “Offering Participants”). The Offering Participants are institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and/or “qualified institutional buyers” (as defined in Rule 144A under the Securities Act).

Pursuant to the Exchange and Subscription Agreements, the Company will (i) exchange $176,260,000 aggregate principal amount of 2026 Notes held by the Offering Participants for $176,260,000 aggregate principal amount of the Company’s newly-issued 6.25% Convertible Senior Secured Notes due 2027 (the “2027 Notes”) (the “Exchange”) and (ii) issue and sell to certain Offering Participants $21.0 million aggregate principal amount of 2027 Notes for gross cash proceeds of $20.0 million (representing an issue price of 95%) (the “Subscription Transactions” and together with the Exchange, the “Transactions”).

The 2027 Notes are expected to be issued to the Offering Participants in a private placement exempt from registration in reliance on Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Offering Participants in the Exchange and Subscription Agreements. Any shares of the Company’s Common Stock (as defined below) that may be issued upon conversion of the 2027 Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.

The Transactions are expected to close on or around November 19, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from the 2027 Notes issued pursuant to the Subscription Transactions for general corporate purposes.

2027 Notes Indenture

The 2027 Notes will be issued pursuant to an indenture to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “2027 Notes Indenture”). The 2027 Notes will accrue interest at a rate of 6.25% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025. The 2027 Notes will mature on March 15, 2027, unless earlier repurchased or converted pursuant to the terms of the 2027 Notes Indenture. The 2027 Notes are not redeemable by the Company.

If by November 20, 2025, the Company has failed to either (i) pledge all of its equity interests (the “SumUp Equity”) in SumUp Holdings, S.a.r.l, a limited liability company incorporated and existing under the laws of Grand Duchy of Luxembourg (“SumUp”), as collateral for the 2027 Notes (the “SumUp Equity Pledge”), (ii) transfer all of the SumUp Equity to a direct wholly owned subsidiary that is a Guarantor (as defined below) and pledge all of its equity interests in said Guarantor (the “SumUp Guarantor”) as collateral for the 2027 Notes (the “SumUp Guarantor Equity Pledge”), or (iii) sell at least 66.6% of the SumUp Equity which the Company owns, directly or indirectly, and cause such proceeds to be deposited into an account that is subject to a first priority perfected lien for the benefit of U.S. Bank Trust Company, National Association, as collateral agent, under a deposit account control agreement (the “Equity Sale and Proceeds Collateralization”), the 2027 Notes will accrue additional interest of 2.5% per annum, payable at the same time as the regular interest.

The additional interest will cease to accrue immediately upon the earlier of (i) the Equity Pledge, (ii) the SumUp Guarantor Equity Pledge or (iii) the Equity Sale and Proceeds Collateralization.

The 2027 Notes will be convertible into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a conversion price equivalent to approximately $30 per share, subject to adjustments as set forth in the 2027 Notes Indenture, and any conversions may be settled at the Company’s option in cash and/or shares of Common Stock. If the Company undergoes a fundamental change (as defined in the 2027 Notes Indenture), holders of the 2027 Notes have the right to require the Company to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest if any, to, but excluding, the fundamental change repurchase date. In addition, upon the occurrence of a make-whole fundamental change (as defined in the 2027 Notes Indenture), the Company will, in certain circumstances, increase the conversion rate by a number of

additional shares for a holder that elects to convert its 2027 Notes in connection with such make-whole fundamental change.

Pursuant to the 2027 Notes Indenture, the Company is entitled to not effect any conversion that will result in any holder thereof, together with any Attribution Parties (as defined in the 2027 Notes Indenture), beneficially owning more than 9.9% of the Company’s Common Stock (the “Exchange Cap”), after giving effect to such conversion. The Company’s obligation to deliver any shares of Common Stock that will result in any holder thereof to exceed the Exchange Cap (the “Excess Shares”) is not extinguished and is suspended until such holder advises the Company in writing that it may receive the Excess Shares without exceeding the Exchange Cap.

The 2027 Notes will be fully and unconditionally guaranteed by certain material wholly owned domestic subsidiaries of the Company (the “Guarantors”), subject to the terms of the 2027 Notes Indenture. The 2027 Notes and related guarantees will be secured on a first-priority basis by liens on substantially all of the assets of the Company and the Guarantors (subject to certain exceptions and permitted liens).

The 2027 Notes Indenture contains customary terms and conditions as well as various affirmative and negative covenants that, among other things, may restrict the ability of the Company and its subsidiaries to incur additional indebtedness, pay dividends, repurchase stock or make certain investments. In addition the 2027 Notes Indenture contains limitations on the Company’s and its subsidiaries’ ability to dispose of certain assets, and, in certain circumstances, requires the Company to make an offer to repurchase the 2027 Notes using proceeds from certain asset sales at a price of par plus accrued and unpaid interest, and a premium equal to the lesser of all remaining interest on the 2027 Notes or one year of accrued interest on the 2027 Notes.

The Indenture contains customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the 2027 Notes (which, in the case of a default in the payment of interest on the 2027 Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the 2027 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $35.0 million; (vi) a final judgment for payment of at least $35.0 million in the aggregate rendered against the Company or any significant subsidiary, which judgment is not discharged or stayed within 60 days after (a) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (b) the date on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

The foregoing description of the Exchange and Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Exchange and Subscription Agreement for the Exchange and form of Exchange and Subscription Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.02. Results of Operations and Financial Condition.

On November 12, 2024, Groupon, Inc. (the "Company") issued a press release announcing its financial results for its fiscal quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

On November 12, 2024, the Company issued a press release announcing entry into the Exchange and Subscription Agreements. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.

Description

10.1

Form of Exchange and Subscription Agreement

99.1*

Earnings Press Release dated November 12, 2024

99.2*

Press Release Dated November 12, 2024

104

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

*The information in Exhibit 99.1 and 99.2 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 12, 2024
			By: /s/ Jiri Ponrt Name: Jiri Ponrt Title: Chief Financial Officer

November 12, 2024

Groupon, Inc.

35 West Wacker Drive, 25th Floor, Chicago, Illinois 60601

Attention: Chief Financial Officer

Re: Exchange for 6.25% Convertible Senior Notes due 2027

Ladies and Gentlemen:

Groupon, Inc., a Delaware corporation, (the “Company”), is offering a new series of its Convertible Senior Notes due 2027 (the “New Notes”). The New Notes will be convertible into cash, issued shares (“Underlying Shares”) of common stock of the Company, par value $0.0001 per share (“Stock”), or a combination of cash and Underlying Shares, at the Company’s election, in accordance with the terms of the Indenture (as defined below).

The undersigned (the “Investor”), for itself and, on behalf of the accounts (if any) listed on Exhibit A hereto, in the case of the Exchange (as defined below), for whom the Investor has been duly authorized to enter into the Exchange (each, including the Investor if it is listed on Exhibit A, an “Exchanging Holder) may exchange 1.125% Convertible Senior Notes due 2026 (CUSIP 399473AF4 and ISIN: US399473AF49) of the Company (the “Old Notes”) for an amount of New Notes determined as set forth herein (the “Exchange” or the “Notes Transactions”), pursuant and subject to the terms and conditions set forth in this agreement (the “Exchange Agreement” or this “Agreement”).

The Exchanging Holders (including the Investor, as applicable) are referred to individually as a “Purchaser” and collectively as the “Purchasers,” and each Purchaser (other than the Investor) is referred to herein as an “Account.”

The Investor and each Account understands that the Notes Transactions are being made without registration under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction, and that the Notes Transactions are only being made to investors who are institutional “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act or “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act. The Notes Transactions are described in, and are being made pursuant to, the draft Indenture relating to the New Notes (the “Indenture”) to be entered into as of the Closing Date (as defined below) between the Company, the guarantors party thereto and U.S. Bank National Association, as Trustee and Collateral Agent (the “New Notes Trustee”).

1.The Exchange. Subject to the terms and conditions of this Exchange Agreement, the Investor and the other Exchanging Holders hereby agree to deliver, assign and transfer to the Company all right, title and interest in the aggregate principal amount of Old Notes set forth in column 2 of Exhibit A hereto (such principal amount of Old Notes, the “Exchanged Old Notes”) in exchange for:

New Notes having an aggregate principal amount, for each Exchanging Holder, as set forth in column 3 of Exhibit A, and the Company agrees to issue such New Notes to the Exchanging Holders in exchange for such Exchanged Old Notes. For the avoidance of doubt, New Notes will be issued in denominations of $1,000 principal amount and integral multiples thereof and the Company shall pay accrued and unpaid interest in cash on the Closing Date on such Exchanged

Old Notes up to, but excluding the Closing Date (as defined below) to an account specified by the Investor in Exhibit E or otherwise notified to the Company prior to Closing. Interest on the New Notes will accrue from and including the Closing Date. Subject to the terms and conditions of this Exchange Agreement, the Investor, on behalf of itself and each Exchanging Holder, hereby (a) waives any and all other rights with respect to such Exchanged Old Notes, and (b) releases and discharges the Company from any and all claims the Investor and each Exchanging Holder may now have, or may have in the future, arising out of, or related to, such Exchanged Old Notes.

2.Reserved.

3.The Closing. The closing of the Notes Transactions (the “Closing”) shall take place electronically at 10:00 AM, New York City time, on November 19, 2024, or at such other time and place as the Company may designate by notice to the Investor (the “Closing Date”); provided that the Closing Date cannot be later than November 22, 2024 without the prior written consent of the Investor.

4.Closing Mechanics.

a.The Depository Trust Company (“DTC”) will act as securities depositary for the New Notes.

b.At or prior to the times set forth in the Exchange Procedures set forth in Exhibit B hereto (the “Exchange Procedures”), the Investor, on behalf of itself and/or any other Account, shall deliver and/or cause the Exchanging Holders to deliver the Exchanged Old Notes, by book entry transfer through the facilities of DTC, to U.S. Bank Trust Company, National Association, in its capacity as trustee of the Old Notes (in such capacity, the “Old Notes Trustee”), for the account/benefit of the Company for cancellation as instructed in the Exchange Procedures;

c.On the Closing Date, subject to satisfaction of the conditions precedent specified in Section 7 hereof and the prior receipt by the Old Notes Trustee from each Exchanging Holder of the Exchanged Old Notes pursuant to clause (b) above:

(1)the Company shall execute and deliver the Indenture, dated as of the Closing Date, between the Company and the New Notes Trustee; and

(2)the Company shall execute, cause the New Notes Trustee to authenticate and cause to be delivered to the DTC account(s) specified by the Investor or the relevant Account in Exhibit C hereto, the New Notes.

All questions as to the form of all documents and the validity and acceptance of the Old Notes and the New Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding.

5.Representations and Warranties of the Company. The Company represents and warrants to the Investor (and each Account, as applicable) that:

a.Organization. The Company is duly organized and is validly existing under the laws of the State of Delaware. The Company has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with any governmental entity is required on the part of the Company or any of its subsidiaries in connection with the execution, delivery and

performance by the Company of this Agreement and the consummation by the Company of the Exchange, except as may be required under any state or federal securities laws or that may be obtained after the Closing without penalty.

b.Due Authorization. This Exchange Agreement has been duly authorized, executed and delivered by the Company.

c.New Notes. The New Notes have been duly authorized by the Company and, when duly executed by the Company in accordance with the terms of the Indenture, assuming due authentication of the New Notes by the New Notes Trustee, upon delivery to the Investors in accordance with the terms of the Exchange, will be validly issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”). The maximum number of Underlying Shares initially issuable upon conversion of the New Notes (assuming settlement in shares of Stock to the maximum extent permitted by the Indenture and taking into account the maximum make-whole adjustment under the Indenture) have been duly and validly authorized and reserved for by the Company and, when issued upon conversion of the New Notes in accordance with the terms of the New Notes and the Indenture, will be validly issued, fully paid and non-assessable. The issuance of New Notes and any Underlying Shares will not be subject to any preemptive, participation, rights of first refusal or similar rights and will be free from any liens (other than any liens arising by operation of applicable securities laws). At or prior to the Closing, a notice for the listing of additional shares covering the Underlying Shares shall have been submitted to the Nasdaq Global Select Market.

d.Indenture. The Company has all requisite corporate power and authority to perform its obligations under the Indenture. The Indenture has been duly authorized by the Company and will have been duly executed and delivered by the Company on or prior to the Closing. Assuming due authorization, execution and delivery by the New Notes Trustee thereto, the Indenture, upon execution and delivery thereof by the Company, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

e.Exemption from Registration. Assuming the accuracy of the representations and warranties of the Investor and each other investor executing an Exchange Agreement, (1) each of the issuance of the New Notes in connection with the Exchange pursuant to this Exchange Agreement is exempt from the registration requirements of the Securities Act; and (2) the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended.

f.New Class. The New Notes, when issued, will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or quoted in a U.S. automated inter-dealer quotation system, within the meaning of Rule 144A(d)(3)(i) under the Securities Act.

g.No Conflicts. The issuance of the New Notes pursuant to the Exchange Agreements, the execution, delivery and performance, as applicable, by the Company of its obligations under the New Notes, the Indenture and each Exchange Agreement, and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict

with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational document of the Company or any of its subsidiaries or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the properties or assets of the Company or any of its subsidiaries or any of their properties or assets, except, with respect to clauses (i) and (iii), conflicts, breaches, violations, impositions or defaults that would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties, business or prospects of the Company and its subsidiaries taken as a whole or a material adverse effect on the performance by the Company of its obligations under any Exchange Agreement, the Old Notes Indenture, the Indenture or the New Notes or the consummation of any of the transactions contemplated hereby or thereby.

h.Listing Approval. At or before the Closing, the Company will have submitted to Nasdaq an Application for Listing of Additional Shares with respect to the Underlying Shares, and shall use commercially reasonable efforts to take all necessary steps to cause the Underlying Shares to be approved for listing on Nasdaq Global Select Market promptly thereafter. The Stock are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and are listed on the Nasdaq Global Select Market, and, to the Company’s knowledge, it has not received any notification that the SEC or the Nasdaq Global Select Market is contemplating terminating the registration of the Stock under the Exchange Act or listing the Stock in the Nasdaq Global Select Market. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Nasdaq Global Select Market.

i.No Preemptive Rights. The Underlying Shares, if and when issued, shall not be subject by law to preemptive rights and in respect of which no contractual preemptive rights have been or shall be granted.

j.No Integration. No securities of the Company have been offered, issued or sold by the Company or any of its affiliates within the six-month period immediately prior to the date hereof that would be integrated with the offering of the New Notes contemplated by this Agreement; and the Company does not have any intention of making, and will not make, an offer or sale of such securities of the Company, for a period of six months after the date of this Agreement that would be integrated with the Exchange. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.

k.Investment Company. The Company is not and, after giving effect to the Notes Transactions, will not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

l.No Event of Default. No Event of Default (as defined in the indenture governing the Old Notes) has occurred that is continuing as of the date hereof, and no default or Event of Default (as defined in the Indenture) has occurred that is continuing as of Closing.

m.Solvency. On each of the date hereof and immediately after giving effect to the Exchange on the Closing Date, (A) the present fair market value (or present fair saleable value) of the total assets of Company is not less than the total amount required to pay the probable total liabilities (including contingent liabilities) of the Company as they mature and become absolute, (B) the capital of the Company is adequate to conduct its business and to enter into the Exchange, (C) the Company has the ability to pay its debts and obligations as such debts mature, and (D) the Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code)).

n.No Finder’s Fee. There are no contracts, agreements or understandings (and will not be any contracts, agreements or understandings immediately after giving effect to the transactions contemplated hereby) between the Company or any subsidiary guarantor and any person that would give rise to a valid claim against the Company, any subsidiary guarantor or the Exchanging Holders for a brokerage commission, finder’s fee or other like payment (other than an advisory fee to each of the Placement Agent and Jefferies LLC) in connection with the structuring of the New Notes and the Exchange.

o.Exchange. The Company acknowledges that the terms of this Agreement have been mutually negotiated between the parties.

p.Transfer Taxes. The Company shall pay any transfer taxes in connection with the Exchange or indemnify the applicable Exchanging Holder for the payment thereof within 30 days of written demand therefor unless the applicable Exchanging Holder instructs the Company to issue New Notes in connection with the Exchange, or requests that Old Notes not tendered or accepted in the Exchange be returned, to a person other than such Exchanging Holder.

q.The Shares. The Underlying Shares conform in all material respects to the descriptions thereof contained in Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

r.Public Filings. The Company has filed all reports, schedules, forms, statements and other documents it is required to file with the Commission under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since January 1, 2024. As of the date hereof, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company’s Quarterly Reports on Form 10-Q for the three month periods ended March 31, 2024 and June 30, 2024, and each of the Company’s Current Reports on Form 8-K (excluding any Current Reports or portions thereof that are furnished, and not filed, pursuant to Item 2.02 or Item 7.01 of Form 8-K, and any related exhibits) filed with the SEC on or after January 1, 2024 (collectively, the “Public Filings”), taken as a whole, do not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Public Filings complied in all material respects with applicable accounting requirements of Regulations S-X and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries, taken as a whole, as of the dates shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

s.No MAC. The Company, on a consolidated basis, has not sustained since the date of the latest audited financial statements included in the Public Filings any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Public Filings; and, since the respective dates as of which information is given in the Public Filings, there has not been any material change in the capital stock or long-term debt of the Company, on a consolidated basis, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity, results of operation, business or properties of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Public Filings or in the transactions contemplated hereby.

t.Bring Down. The Company understands that the Investor and the Exchanging Investors and others will rely upon the truth and accuracy of the foregoing representations, warranties and covenants and agrees that if any of the representations and warranties deemed to have been made by it under this Agreement are no longer accurate, the Company shall promptly notify the Investor and Exchanging Investors. The Company understands that, unless the Company notifies the Investor and Exchanging Investors in writing to the contrary before the Closing, the representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing.

u.Unrestricted CUSIP. The New Notes, including the guarantees thereof, and Underlying Shares issuable upon exchange or exercise, respectively, thereof when issued will be free of any restrictive legend and will be designated with an unrestricted CUSIP number and will not be subject to restrictions on transfer promulgated under the Securities Act by persons who are not affiliates and were not affiliates in the last three months. For purposes of Rule 144, the Company acknowledges and agrees that in accordance with Rule 144(d)(3)(ii) of the Securities Act, the holding period of the New Notes, including the guarantees thereof, and any Underlying Shares may be tacked onto the holding period of the Exchanged Old Notes.

6.Representations and Warranties of the Investor. The Investor hereby represents and warrants to and covenants with the Company, on behalf of itself and each Account, as applicable, that:

a.The Investor is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

b.If the Investor is participating in the Exchange, the Investor has all requisite corporate, limited partnership, limited liability company or other applicable entity power and authority to deliver, assign and transfer the Exchanged Old Notes in exchange for the New Notes pursuant to this Agreement and to enter into this Exchange Agreement and perform all obligations required to be performed by the Investor hereunder. This Agreement, when executed and delivered, has been duly authorized, executed and delivered by the Investor and constitutes the valid and binding obligation of the Investor and each Exchanging Holder, enforceable in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. If the Investor is executing this Exchange Agreement on behalf of an Account, (i) the Investor has all requisite discretionary and contractual authority to enter into this Exchange Agreement on behalf of, and, bind, each Account to the terms of this Agreement and (ii) Exhibit A hereto is a

true, correct and complete list of (A) the name of each Exchanging Holder, and (B) the principal amount of each Exchanging Holder’s Exchanged Old Notes.

c.Each Exchanging Holder participating in the Exchange is the current beneficial owner of the Exchanged Old Notes. When the Exchanged Old Notes are exchanged, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, adverse claims, rights or proxies.

d.Participation in the Notes Transactions by the Investor will not contravene (1) any law, rule, regulation or governmental or judicial decrees, injunctions or orders binding on the Investor or any Account or any investment guideline or restriction applicable to the Investor (or, if applicable, any Account), (2) the charter or bylaws (or equivalent organizational documents) of the Investor (or, if applicable, any Account) or (3) any material agreement or instrument to which the Investor or any Account is a party or by which the Investor or any Account or any of their respective assets are bound; except, with respect to clause (1) and clause (3), contravention, conflicts, breaches, violations, impositions or defaults that would not reasonably be expected to have a material adverse effect on the performance by the Investor of its obligations under this Exchange Agreement or the consummation of any of the transactions contemplated hereby.

e.The Investor (or applicable Account) is a resident of the jurisdiction set forth in Exhibit C and, unless otherwise set out in Exhibit A hereto, as applicable, is not acquiring the New Notes as a nominee or agent or otherwise for any other person.

f.The Investor and each Account will comply with all applicable laws and regulations in effect in any jurisdiction in which the Investor or such Account purchases or acquires pursuant to the Exchange or sells New Notes and will obtain any consent, approval or permission required for such purchases, acquisitions or sales under the laws and regulations of any jurisdiction to which the Investor or such Account is subject or in which the Investor or such Account makes such purchases, acquisitions or sales, and the Company shall not have any responsibility therefor.

g.The Investor and each Account has received a copy of the Indenture. The Investor acknowledges that: (1) no person has been authorized to give any information or to make any representation concerning the Notes Transactions or the Company or any of its subsidiaries, other than as contained in this Agreement or the Indenture or in the information given by the Company’s duly authorized officers and employees in connection with the Investor’s examination of the Company and its subsidiaries and the terms of the Notes Transactions; and (2) the Company and its subsidiaries do not take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that may have been provided to the Investor. The Investor hereby acknowledges that J. Wood Capital Advisors LLC (the “Placement Agent”) does not take any responsibility for, and can provide no assurance as to the reliability of, the information set forth in the Indenture or any such other information provided or deemed provided to the Investor by the Company.

h.The Investor and each Account understands and accepts that acquiring the New Notes in the Notes Transactions involves risks. The Investor and each Account has such knowledge, skill and experience in business, financial and investment matters that the Investor and each Account is capable of evaluating the merits and risks of the Notes Transactions and an investment in the New Notes. With the assistance of its own professional advisors (to the extent the Investor and each Account has deemed appropriate), the Investor and each Account has made its own legal, tax, accounting and

financial evaluation of the merits and risks of an investment in the New Notes and the consequences of the Notes Transactions and this Agreement. The Investor and each Account has considered the suitability of the New Notes as an investment in light of its own circumstances and financial condition, and the Investor is and each Account is able to bear the risks associated with an investment in the New Notes. The Investor and each Account understands that it should consult with its own tax advisors in order to determine the U.S. federal, state and local tax consequences of the Exchange (if participating in the Exchange) as well as the ownership and disposition of the New Notes, in light of the Investor's and each Account's particular circumstances.

i.The Investor confirms that neither it nor any Account is relying on any communication (written or oral) of the Company or the Placement Agent or any of their respective agents or affiliates as investment advice or as a recommendation to participate in the Notes Transactions and receive the New Notes pursuant to the terms hereof. The Investor confirms that it has read the Indenture relating to the New Notes and has not relied on any statement (written or oral) of the Company, the Placement Agent or any of their respective affiliates as to the terms of the New Notes. It is understood that information provided in the Indenture, or by the Company or the Placement Agent or any of their respective agents or affiliates, shall not be considered investment advice or a recommendation with respect to the Notes Transactions, and that none of the Company, the Placement Agent or any of their respective agents or affiliates is acting or has acted as an advisor to the Investor or any Account in deciding whether to participate in the Notes Transactions.

j.The Investor confirms, for itself and for each Account, that neither the Company nor the Placement Agent have (1) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the New Notes; or (2) made any representation to the Investor regarding the legality of an investment in the New Notes under applicable investment guidelines, laws or regulations. In deciding to participate in the Notes Transactions, neither the Investor nor any Account is relying on the advice or recommendations of the Company or the Placement Agent, and the Investor and each Account has made its own independent decision that the investment in the New Notes is suitable and appropriate for the Investor or such Account.

k.The Investor and each Account is a sophisticated participant in the transactions contemplated hereby and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the New Notes, is experienced in investing in capital markets and is able to bear the economic risk of an investment in the New Notes. The Investor and each Account is familiar with the business and financial condition and operations of the Company and its subsidiaries and has had the opportunity to conduct its own investigation of the Company and its subsidiaries and the New Notes and has had the opportunity to consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby. The Investor and each Account has had access to the Company filings with the Securities and Exchange Commission and such other information concerning the Company and its subsidiaries and the New Notes as it deems necessary to enable it to make an informed investment decision concerning the Notes Transactions. The Investor and each Account has been offered the opportunity to ask questions of the Company and its representatives and has received answers thereto as the Investor or such Account deems necessary to enable it to make an informed investment decision concerning the Notes Transactions and the New Notes. Neither such inquiries nor any other due diligence investigations

conducted by such Investor or its advisors, or its representatives shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained herein.

l.The Investor and each Account understands that no federal, state, local or foreign agency has passed upon the merits or risks of an investment in the New Notes or made any finding or determination concerning the fairness or advisability of such investment.

m.The Investor and each Account is either an institutional “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. The Investor, for itself and on behalf of each Account, agrees to furnish any additional information reasonably requested by the Company or any of their affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the Notes Transactions.

n.The Investor and each Account is not directly, or indirectly through one or more intermediaries, controlling or controlled by, or under direct or indirect common control with, the Company and is not, and has not been for the immediately preceding three months, an “affiliate” (within the meaning of Rule 144 under the Securities Act) of the Company.

o.The Investor and each Account is acquiring the New Notes solely for the Investor’s or such Account’s own beneficial account, or for an account with respect to which the Investor or such Account exercises sole investment discretion, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the New Notes. The Investor and each Account understands that the offer and sale of the New Notes have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof that depend in part upon the investment intent of the Investor or each Account and the accuracy of the other representations made by the Investor and each Account in this Agreement.

p.The Investor and each Account understands that the Company is relying upon the representations and agreements contained in this Agreement for the purpose of determining whether the Investor’s and such Account’s participation in the Notes Transactions meets the requirements for the exemptions referenced in clause (o) above. In addition, the Investor and each Account acknowledges and agrees that any hedging transactions engaged in by the Investor or such Account after such Investor or Account was wall crossed and prior to the Closing in connection with the issuance and sale of the New Notes have been and will be conducted in compliance with the Securities Act and the rules and regulations promulgated thereunder.

q.The Investor and each Account acknowledges that neither the New Notes nor the Underlying Shares have been registered under the Securities Act. As a result, the New Notes, and if converted to Underlying Shares, the Underlying Shares, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as described in the Indenture (including, but not limited to, Section 2.05 thereof), and the Investor, for itself and on behalf of each Account, hereby agrees that neither it nor any Account will sell the New Notes nor the Underlying Shares other than in compliance with such transfer restrictions.

r.The Investor and each Account acknowledges that the terms of this Agreement have been mutually negotiated between the Investor (for itself and on behalf of each Account), and the Company. The Investor was given a meaningful opportunity to negotiate the terms of this Agreement on behalf of itself and each Account.

s.The Investor and each Account acknowledges the Company intends to pay an advisory fee to each of the Placement Agent and Jefferies LLC in respect of the Notes Transactions.

t.The Investor will, for itself and on behalf of each Account, upon request, execute and deliver any additional documents, information or certifications reasonably requested by the Company, the Old Notes Trustee or the New Notes Trustee to complete the Notes Transactions.

u.The Investor and each Account understands that, unless the Investor notifies the Company in writing to the contrary prior to the Closing, each of the Investor’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the Investor.

v.The participation in the Notes Transactions by any Exchanging Holder was not conditioned by the Company on such Exchanging Holders’ exchange of a minimum principal amount of Exchanged Old Notes.

w.The Investor acknowledges that it and each Account had a sufficient amount of time to consider whether to participate in the Notes Transactions and that neither the Company nor the Placement Agent has placed any pressure on the Investor or any Account to respond to the opportunity to participate in the Notes Transactions. The Investor acknowledges that neither it nor any Account became aware of the Notes Transactions through any form of general solicitation or advertising within the meaning of Rule 502 under the Securities Act.

x.The Investor and each Account acknowledges and agrees that the Placement Agent has not acted as a financial advisor or fiduciary to the Investor or such Account and that the Placement Agent and its respective directors, officers, employees, representatives and controlling persons have no responsibility for making, and have not made, any independent investigation of the information contained herein or in the Company’s Securities and Exchange Commission filings and make no representation or warranty to the Investor or such Account, express or implied, with respect to the Company or the Notes Transactions or the accuracy, completeness or adequacy of the information provided to the Investor or the Account or any other publicly available information, nor will any of the foregoing persons be liable for any loss or damages of any kind resulting from the use of the information contained therein or otherwise supplied to the Investor or such Account.

y.The Investor and each Account acknowledges and agrees that no public market exists for the New Notes and that there is no assurance that a public market will ever develop for the New Notes.

7.Conditions to Obligations of the Investor and the Company. The obligations of the Investor to deliver, or to cause the Accounts to deliver, the Exchanged Old Notes and of the Company to deliver the New Notes are subject to the satisfaction at or prior to the Closing of the condition precedent that:

a. the representations and warranties of the Company on the one hand, and of the Investor on the other contained in Sections 5 and 6, respectively, shall be true and correct as of the Closing in all material respects with the same effect as though such representations and warranties had been made as of the Closing.

b.the Underlying Shares shall have been approved for listing on Nasdaq Global Select Market;

c.the New Notes shall be eligible for DTC’s book-entry delivery, settlement and depository services;

d.the Indenture and all collateral documents to be entered into by the Company and its subsidiaries on the Closing Date are in a form reasonably acceptable to the Investor and the Company; and

e.the Company shall have paid all fees and expenses due on the Closing Date to the Investors and their representatives, including all amounts owed to Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Investors, as of the Closing Date in accordance with the fee letter executed by the Investors with such advisor.

8.Covenant and Acknowledgment of the Company. The Company hereby agrees to publicly disclose at or prior to 9:00 a.m., New York City time (the “Release Time”), on the first business day after the date hereof, the Notes Transactions as contemplated by this Exchange Agreement in a press release or through the filing of a Current Report on Form 8-K. The Company hereby acknowledges and agrees that as of the Release Time the Company will disclose all confidential information to the extent the Company believes such confidential information constitutes material non-public information, if any, with respect to the Notes Transactions or that was otherwise communicated by the Company to the Investor or any Account in connection with the Notes Transactions. For the avoidance of doubt, the Company may be aware of material non-public information regarding the Company at the time of Closing that has not been communicated to the Investor or any Account. The Company will, no later than the first business day following the Closing, file a Current Report on Form 8-K publicly disclosing the closing of the Notes Transactions as contemplated by this Exchange Agreement, and otherwise if this Agreement has been terminated in accordance with Section 10 or Section 26, will promptly file a Current Report on Form 8-K disclosing such termination. Without the prior written consent of the Investor, the Company shall not disclose the name of the Investor or any Exchanging Holder in any filing or announcement, unless such disclosure is required by applicable law, rule, regulation or legal process as determined by the Company based on advice of counsel.

9.Covenant of the Investor. No later than one (1) business day after the date hereof, the Investor agrees to deliver settlement instructions for each Purchaser to the Company substantially in the form of Exhibit C hereto, provided that such information may be amended by the Investor at any time until no later than the Business Day immediately prior to the Closing Date by written notice to the Company.

10.Waiver, Amendment. Other than termination of this Agreement in accordance with Section 26, neither this Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

11.Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or the Investor without the prior

written consent of the other party. Subject to the immediately preceding sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.Withholding; Required Tax Forms. The Investor (or Account(s) of such Investor, if applicable) shall deliver to the Company, at least one (1) business day prior to the Closing, an accurately completed and duly executed IRS Form W-9 or applicable IRS Form W-8, as applicable (or any successor form). The Investor (or Account(s) of such Investor, if applicable) acknowledges that, if the Investor (or Account(s) of such Investor, if applicable) (i) is a “United States person” (as defined in Section 7701(a) of the Internal Revenue Code of 1986, as amended (the “Code”)), then the Company must be provided with a correct taxpayer identification number (generally, a person’s social security number or federal employer identification number) or (ii) is not a “United States person” (as defined in Section 7701(a) of the Code) (a “Non-U.S. Holder”), then the Company must be provided with an accurately completed and duly executed IRS Form W-8, as applicable (or any successor form). The Investor (or Account(s) of such Investor, if applicable) further acknowledges that any Investor (or Account(s) of such Investor, if applicable) may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments or deliveries made to such Investor (or Account(s) of such Investor, if applicable) unless such Investor (or Account(s) of such Investor, if applicable) properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. Without limiting the generality of the foregoing, the Investor (or Account(s) of such Investor, if applicable) hereby represents that it is entitled to provide U.S. tax forms and required attachments indicating the same (including, where relevant, any certifications indicating that the Investor (or Account(s) of such Investor, if applicable) fulfills the requirements of “portfolio interest exemption” as indicated in Exhibit D). Any forms required to be delivered to the Company pursuant to this Section 12 shall be delivered in accordance with Section 20; provided that such communication shall be made via electronic mail.

13.Waiver of Jury Trial. EACH OF THE COMPANY AND THE INVESTOR (FOR ITSELF AND, IF APPLICABLE, ON BEHALF OF EACH ACCOUNT) IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS EXCHANGE AGREEMENT.

14.Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

15.Submission to Jurisdiction. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York; (b) waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding; and (c) irrevocably consents to the jurisdiction of the aforesaid courts in any such suit, action or proceeding. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

16.Venue. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 15. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account)

irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

17.Service of Process. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) irrevocably consents to service of process in the manner provided for notices in Section 20. Nothing in this Exchange Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

18.Section and Other Headings. The section and other headings contained in this Exchange Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Exchange Agreement.

19.Counterparts. This Agreement may be executed, either manually or by way of a digital signature provided by DocuSign (or similar digital signature provider), by one or more of the parties hereto in any number of separate counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Exchange Agreement (whether executed manually or by way of a digital signature as described herein this Section 19) by facsimile or other transmission (e.g., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

20.Notices. All notices and other communications to the Company provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses or pursuant to the following email addresses, or, in the case of the Investor or any Account, the address provided in Exhibit C (or such other address as either party shall have specified by notice in writing to the other):




If to the Company: Groupon, Inc. 35 West Wacker Drive, 25th Floor Chicago, Illinois 60601 Attention: General Counsel Email: kmccormick@groupon.com

21.Binding Effect. The provisions of this Exchange Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

22.Notification of Changes. Each of the Company and the Investor (for itself and, if applicable, on behalf of each Account) hereby covenants and agrees to notify the other upon the occurrence of any event prior to the Closing that would cause any representation, warranty, or covenant of the Company or the Investor (and/or such Account) contained in this Agreement to be false or incorrect in any material respect (or in any respect with respect to those representations and warranties that are qualified by materiality or material adverse effect).

23.Reliance by Placement Agent. The Placement Agent may rely on each representation and warranty of the Company and the Investor made herein or pursuant to the terms hereof with the

same force and effect as if such representation or warranty were made directly to the Placement Agent. The Placement Agent shall be a third party beneficiary to this Exchange Agreement to the extent provided in this Section 23.

24.Severability. If any term or provision (in whole or in part) of this Exchange Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Exchange Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

25.Additional Documents. Each party hereby agrees, upon request of the other party, to execute and deliver any additional documents, information or certifications reasonably requested by the other party.

26.Termination. Unless otherwise agreed by each party, this Agreement will terminate and the transactions contemplated hereby abandoned if the Closing has not occurred on or before November 22, 2024. If this Agreement is terminated and the transactions contemplated hereby are not concluded as described above, the Agreement will become void and of no further force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Investor (for itself and, if applicable, on behalf of each Account) has executed this Exchange Agreement as of the date first written above.


			Legal Name of Executing Investor:

			By
						Name:
						Title:
						Legal Name:

[Signature Page to Exchange Agreement]

ACCEPTED AND AGREED:



[Company name]

By
			Name:
			Title:

[Signature Page to Exchange Agreement]

EXHIBIT A


Name of Exchanging Holder (i.e., Beneficial Owner)	Aggregate Principal Amount of Exchanged Old Notes	Aggregate Principal Amount of New Notes
	$	$







Total:	$	$

EXHIBIT B TO THE EXCHANGE AGREEMENT

NOTICE OF EXCHANGE PROCEDURES

Attached are Exchange Procedures for the settlement of the exchange for Groupon, Inc. (the “Company”) Convertible Senior Secured Notes due 2027 (the “New Notes”) pursuant to the Exchange Agreement, dated as of November 12, 2024, between you and the Company which is expected to occur on or about November 19, 2024. To ensure timely settlement, please follow the instructions for exchanging your 1.125% Convertible Senior Notes due 2026 (the “Old Notes”) as set forth on the following page.

These instructions supersede any prior instructions you received. Your failure to comply with the attached instructions may delay your receipt of the New Notes.

If you have any questions, please contact Ranga Kanthadai at (862) 703-8126.

Thank you.

1 Note that the DWAC instruction should specify the principal amount, not the number, of Exchanged Old Notes.

2 Note that the DWAC instruction should specify the principal amount, not the number, of New Notes.

EXHIBIT C TO THE EXCHANGE AGREEMENT

Purchaser Settlement Details

These settlement instructions are to be delivered to the Company for each Purchaser no later than one (1) business day after the date of the Exchange Agreement.

Name of Purchaser:

Purchaser Address:

Telephone:

Email Address: _______

Country of Residence: _______

Taxpayer Identification Number: _

Exchanged Old Notes

DTC Participant Number:

DTC Participant Name:

DTC Participant Phone Number:

DTC Participant Contact Email:

FFC Account #:

Account # at Bank/Broker:

New Notes (if different from Exchanged Old Notes)

DTC Participant Number:

DTC Participant Name:

DTC Participant Phone Number:

DTC Participant Contact Email:

FFC Account #:

Account # at Bank/Broker:

EXHIBIT D

Tax Matters

Backup Withholding Tax

Under U.S. federal income tax law, an Investor (or Account(s) of such Investor, if applicable) generally must provide such Investor’s (or Account(s) of such Investor, if applicable) correct taxpayer identification number (“TIN”) on IRS Form W-9 (attached hereto) or otherwise establish a basis for exemption from backup withholding. A TIN is generally an individual holder’s social security number or an Investor’s (or Account(s) of such Investor, if applicable) employer identification number. If the correct TIN is not provided, the Investor (or Account(s) of such Investor, if applicable) may be subject to penalties imposed by the IRS. In addition, certain payments made to holders may be subject to U.S. backup withholding tax (currently set at 24% of the payment). If an Investor (or Account(s) of such Investor, if applicable) is required to provide a TIN but does not have a TIN, the Investor (or Account(s) of such Investor, if applicable) should consult its tax advisor regarding how to obtain a TIN. Certain holders are not subject to these backup withholding and reporting requirements. A Non-U.S. Holder may be required to comply with certain certification procedures to establish that the holder is not a “United States person” (as defined in Section 7701(a) of the Code) in order to avoid backup withholding. U.S. backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against that holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. In certain circumstances, information returns may be filed with the IRS. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides. Investors (or Account(s) of such Investors, if applicable) are urged to consult their tax advisors regarding how to complete the appropriate forms and to determine whether they are exempt from backup withholding or other withholding taxes.

Portfolio Interest Exemption (for Investors (or Account(s) of such Investors, if applicable) That Are Not U.S. Persons for U.S. Federal Income Tax Purposes)

Under U.S. federal income tax law, an Investor (or Account(s) of such Investor, if applicable) that is otherwise not eligible to provide an IRS Form W-9 may claim an exemption from U.S. withholding tax on payments or deliveries attributable to interest or accrued and unpaid interest. Any Investor (or Account(s) of such Investor, if applicable) that claims such an exemption under the so-called “portfolio interest exemption” is hereby deemed to represent and certify (along with providing the applicable IRS Form W-8BEN or W-8BEN-E) as set forth in Paragraph C below. However, if the Investor (or Account(s) of such Investor, if applicable) is an intermediary, a foreign partnership or other flow-through entity, then the following adjustments will be made:

A. The following representation will be provided as applied to the Investor (or Account(s) of such Investor, if applicable):

•record ownership under Clause 1 of Paragraph C below.

B. The following representations will be provided as applied to the partners, members or beneficial owners claiming the portfolio interest exemption:

•beneficial ownership under Clause 1 of Paragraph C below,

•the status in Clause 3 of Paragraph C below, and

•the status in Clause 4 of Paragraph C below.

C. The following representation will be provided as applied to the Investor (or Account(s) of such Investor, if applicable) as well as the partners, members or beneficial owners claiming the portfolio interest exemption:

1.It is the sole record and beneficial owner of the Old Notes in respect of which it is providing this certification.

2.It is not a “bank” (within the meaning of Section 881(c)(3)(A) of the Code).

3.It is not a “10-percent shareholder” of the Company (within the meaning of Section 881(c)(3)(B) or Section 871(h)(3)(B) of the Code).

4.It is not a “controlled foreign corporation” (as such term is described in Section 881(c)(3)(C) of the Code) related to the Company (within the meaning of Section 864(d)(4) of the Code).

EXHIBIT E

Wire Transfer Instructions for Payment of Accrued Interest on the Exchanged Old Notes

Recipient:

Bank Name:

Bank Address:

ABA Number

Account Number:

Account Name:

Reference Instructions:

Groupon Reports Third Quarter 2024 Results

Third Quarter revenue at the low-end of guidance and EBITDA above the high-end of guidance

International Local revenue declined 13%. Excluding Italy, International Local revenue declined 2%

100% of North America mobile web and desktop traffic on our new front-end platform

Announces $197 million financing transaction

•Global revenue of $114.5 million

•Global billings of $373.4 million

•Net income of $14.5 million

•Adjusted EBITDA of $14.8 million

•Exited Q3 with $159.7 million in cash

CHICAGO - November 12, 2024 - Groupon, Inc. (NASDAQ: GRPN) today announced its financial results for the third quarter ended September 30, 2024. The company filed its Form 10-Q with the Securities and Exchange Commission and posted an updated presentation on its investor relations website (investor.groupon.com).

"Despite some challenges, I’m optimistic about our future. The progress we’ve made in transforming our platform and enhancing our customer experience is laying the groundwork for sustainable growth." said Dusan Senkypl, Chief Executive Officer of Groupon. "Our International Local business is showing promising signs, and the positive response to our new features like gifting and video content reinforces our belief that we’re on the right path. We’ve seen significant progress in marketplace understanding and in how we operate our sales channels. We’re committed to continuous improvement and innovation, and I believe the best is yet to come for our company."

Third Quarter 2024 Summary

All comparisons in this press release are year-over-year unless otherwise noted.

Consolidated

•Revenue was $114.5 million in the third quarter 2024, down 9% (10% FX-neutral) compared with the prior year period. Local revenue was $105.0 million in the third quarter 2024, down 9% (10% FX-neutral) compared with the prior year period.

•Gross profit was $102.9 million in the third quarter 2024, down 7% (7% FX-neutral) compared with the prior year period.

•Marketing expense was $36.3 million, or 35% of gross profit, in the third quarter 2024, compared with $28.9 million, or 26% of gross profit, in the prior year period.

•SG&A was $71.3 million in the third quarter 2024 compared with $80.0 million in the prior year period. The decrease in SG&A was primarily due to a decrease in cloud costs.

•Net income was $14.5 million in the third quarter 2024 compared with net loss of $40.8 million in the prior year period.

•Adjusted EBITDA, a non-GAAP financial measure, was positive $14.8 million in the third quarter 2024, compared with positive $18.2 million in the prior year period.

•Operating cash outflow for the third quarter 2024 was $16.3 million, and free cash flow, a non-GAAP financial measure, was negative $19.7 million.

•Cash and cash equivalents as of September 30, 2024 were $159.7 million.

North America

•North America revenue was $86.9 million in the third quarter 2024, down 9% compared with the prior year period. The decrease is primarily due to an increase in Local voucher redemption rates in the current period. Additionally, during the prior year period, we had a favorable impact in our Local category from phasing out our COVID-19 refund practices, with no comparable activity during the current period, which contributed to the decrease of revenue in the current period. North America Local revenue was $81.5 million in the third quarter 2024, down 8% compared with the prior year period.

•North America gross profit in the third quarter 2024 was $77.7 million, down 6% compared with the prior year period.

•North America active customers were 10.2 million as of September 30, 2024, down 1% sequentially and down 2% compared with the prior year period.

International

•International revenue was $27.6 million in the third quarter 2024, down 13% (14% FX-neutral) compared with the prior year period. International Local revenue was $23.5 million, down 13% (14% FX-neutral) compared with the prior year period. The decreases are primarily attributable to the exit of our Local business in Italy. Excluding Italy, International revenue declined 4% and International Local revenue declined 2%.

•International gross profit in the third quarter 2024 was $25.2 million, down 11% (13% FX-neutral) compared with the prior year period.

•International active customers were 5.3 million as of September 30, 2024, down 5% sequentially and down 19% compared with the prior year period.

Definitions and reconciliations of all non-GAAP financial measures and additional information regarding operating measures are included below in the section titled "Non-GAAP Financial Measures and Operating Metrics" and in the accompanying tables.

Financing announcement

Groupon announced today that it has entered into privately negotiated agreements (the “Exchange and Subscription Agreements”) with a limited number of existing holders of Groupon’s currently outstanding 1.125% Convertible Senior Notes due 2026 (the “2026 Notes”).

Pursuant to the Exchange and Subscription Agreements, Groupon will:

•exchange $176,260,000 aggregate principal amount of 2026 Notes held by the participating existing holders for $176,260,000 aggregate principal amount of Groupon’s newly issued 6.25% Convertible Senior Secured Notes due 2027 (the “2027 Notes”)

•issue and sell to certain participating existing holders $21.0 million aggregate principal amount of 2027 Notes for gross cash proceeds of $20.0 million (representing an issue price of 95%).

A total of $197,260,000 2027 Notes will be issued upon close of the transaction, which is expected to be on or about November 19, 2024.

The company issued a separate press release and filed an 8-K with the Securities and Exchange Commission with more details on the terms of the transaction.

Participation in Upcoming Investor Conferences

The Company expects to participate in the following virtual investor conferences this quarter:

Roth Capital Fireside Chat
Date: Wednesday, November 13, 2024
Time: 10:00 ET

Northland Capital Markets Fireside Chat

Date: Tuesday, December 10, 2024

Time: 11:30am ET

A link to register for the webcast will be available on Groupon's investor relations website. A replay of the webcast will be available following the presentation.

Conference Call

A conference call will be webcast Tuesday, November 12, 2024 at 4:00 p.m. CT / 5:00 p.m. ET and will be available on Groupon’s investor relations website at https://investor.groupon.com. This call will contain forward-looking statements and other material information regarding our financial and operating results.

Groupon encourages investors to use its investor relations website as a way of easily finding information about the company. Groupon promptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information (including Groupon’s Global Code of Conduct), and select press releases and social media postings. Groupon uses its investor relations website (investor.groupon.com) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Non-GAAP Financial Measures and Operating Metrics

In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measures: Foreign currency exchange rate neutral operating results, Adjusted EBITDA, non-GAAP income (loss) from operations before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders, non-GAAP income (loss) per share, non-GAAP provision (benefit) for income taxes and free cash flow. These non-GAAP financial measures, which are presented on an operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such

measures). However, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see "Non-GAAP Reconciliation Schedules" and "Supplemental Financial and Operating Metrics" included in the tables accompanying this release.

We exclude the following items from one or more of our non-GAAP financial measures:

Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.

Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.

Interest and other non-operating items. Interest and other non-operating items include: gains and losses related to minority investments, foreign currency gains and losses, interest income and interest expense. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.

Special charges and credits. For the three and nine months ended September 30, 2024 and 2023, special charges and credits included charges related to our 2020 and 2022 restructuring plans, gain on sale of assets and foreign VAT assessments. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results. For the Foreign VAT assessments, we also considered the fact we ceased operations in Portugal in 2016 and it is not part of our ongoing business. Since we ceased operations, we have not engaged in any revenue-generating or payroll-related activity and do not intend to engage in these activities in Portugal in the future.

Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:

Foreign currency exchange rate neutral operating results show current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. These measures are intended to facilitate comparisons to our historical performance.

Adjusted EBITDA is a non-GAAP performance measure that we define as Net income (loss) excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation and other special charges and credits, including items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. However, Adjusted EBITDA is not intended to be a substitute for Net income (loss).

Non-GAAP Selling, general and administrative is a non-GAAP measure that adjusts our selling, general and administrative to exclude the impact of depreciation and amortization and stock-based compensation.

Non-GAAP income (loss) before provision (benefit) for income taxes, non-GAAP net income (loss) attributable to common stockholders and non-GAAP income (loss) per diluted share are non-GAAP performance measures that adjust our Net income attributable to common stockholders and earnings per share to exclude the impact of:

•stock-based compensation,

•amortization of acquired intangible assets,

•special charges and credits, including restructuring charges, strategic advisor costs, gain on sale of assets and foreign VAT assessments.

•non-cash interest expense on convertible senior notes

•non-operating foreign currency gains and losses related to intercompany balances

•non-operating gains and losses from minority investments that we have elected to record at fair value with changes in fair value reported in earnings, and

•non-operating gains and losses from sales of minority investments.

We believe that excluding the above items from our measures of non-GAAP income before provision (benefit) for income taxes, non-GAAP net income attributable to common stockholders and non-GAAP income per diluted share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events, or are otherwise not indicative of the core operating performance of our ongoing business.

Non-GAAP provision (benefit) for income taxes reflects our current and deferred tax provision computed based on non-GAAP income before provision (benefit) for income taxes.

Free cash flow is a non-GAAP liquidity measure that comprises Net cash provided by (used in) operating activities less purchases of property and equipment and capitalized software. We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in our cash balance for the applicable period.

Descriptions of the operating metrics included in this release and the accompanying tables are as follows:

Gross billings is the total dollar value of customer purchases of goods and services. Gross billings is presented net of customer refunds, order discounts and sales and related taxes. The substantial majority of our revenue transactions are comprised of sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party merchant who will provide the related goods or services. For these transactions, gross billings differs from Revenue reported in our Condensed Consolidated Statements of Operations, which is presented net of the merchant's share of the transaction price. Gross billings is an indicator of our growth and business performance as it

measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants. However, we are focused on achieving long-term gross profit and Adjusted EBITDA growth.

Active customers are unique user accounts that have made a purchase during the trailing twelve months ("TTM") either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. We do not include consumers who solely make purchases with retailers using digital coupons accessed through our websites or mobile applications in our active customer metric, nor do we include consumers who solely make purchases of our inventory through third-party marketplaces with which we partner.

Units are the number of purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces, a third-party marketplace, or directly with a merchant for which we earn a commission. We do not include purchases with retailers using digital coupons accessed through our websites or mobile applications in our units metric. We consider units to be an important indicator of the total volume of business conducted through our marketplaces. We report units on a gross basis prior to the consideration of customer refunds and therefore units are not always a good proxy for gross billings.

We do not provide a reconciliation for non-GAAP estimates on a forward-looking basis where we are unable to provide a meaningful calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various items that would impact the most directly comparable forward-looking U.S. GAAP financial measure that have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted. Forward-looking non-GAAP financial measures provided without the most directly comparable U.S. GAAP financial measures may vary materially from the corresponding U.S. GAAP financial measures.

Note on Forward-Looking Statements

The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Exchange Act of 1934, as amended ("Exchange Act"), including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations and future liquidity. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, our ability to execute and achieve the expected benefits of our go-forward strategy; execution of our business and marketing strategies; volatility in our operating results; challenges arising from our international operations, including fluctuations in currency exchange rates, tax, legal and regulatory developments in the jurisdictions in which we operate and geopolitical instability resulting from the conflicts in Ukraine and the Middle East; global

economic uncertainty, including as a result of inflationary pressures; any impact from U.S. and international financial reform legislation and regulations, and any potential trade protection measures, such as new or incremental tariffs; retaining and adding high quality merchants and third-party business partners; retaining existing customers and adding new customers; competing successfully in our industry; providing a strong mobile experience for our customers; managing refund risks; retaining and attracting members of our executive and management teams and other qualified employees and personnel; customer and merchant fraud; payment-related risks; our reliance on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace; cybersecurity breaches; maintaining and improving our information technology infrastructure; reliance on cloud-based computing platforms; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; managing inventory and order fulfillment risks; claims related to product and service offerings; protecting our intellectual property; maintaining a strong brand; the impact of future and pending litigation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR, CPRA, and other privacy-related laws and regulations of the Internet and e-commerce; classification of our independent contractors, agency workers, or employees; our ability to remediate our material weakness over internal control over financial reporting; risks relating to information or content published or made available on our websites or service offerings we make available; exposure to greater than anticipated tax liabilities; adoption of tax laws; our ability to use our tax attributes; impacts if we become subject to the Bank Secrecy Act or other anti-money laundering or money transmission laws or regulations; our ability to raise capital if necessary; risks related to our access to capital and outstanding indebtedness, including our 1.125% Convertible Senior Notes due 2026 (the “2026 Notes”); our Common Stock, including volatility in our stock price; our ability to realize the anticipated benefits from the capped call transactions relating to our 2026 Notes; and those risks and other factors discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and our other filings with the Securities and Exchange Commission (the "SEC"). Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, “Groupon,” “the Company,” “we,” “our,” “us” and similar terms include Groupon, Inc. and its subsidiaries, unless the context indicates otherwise.

About Groupon

Groupon (www.groupon.com) (NASDAQ: GRPN) is a trusted local marketplace where consumers go to buy services and experiences that make life more interesting and deliver boundless value. To find out more about Groupon, please visit press.groupon.com.

Contacts:

Investor Relations Contact:

ir@groupon.com

Public Relations Contact:

Emma Coleman

press@groupon.com

Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)

(unaudited)


	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	159,710	$	141,563
Accounts receivable, net	40,126		50,373
Prepaid expenses and other current assets	46,775		63,647

Total current assets	246,611		255,583
Property, equipment and software, net	20,326		30,530
Right-of-use assets - operating leases, net	2,830		2,197
Goodwill	178,685		178,685
Intangible assets, net	5,170		11,404
Investments	74,823		74,823
Deferred income taxes	11,864		11,639
Other non-current assets	7,705		6,095
Total assets	$	548,014	$	570,956
Liabilities and equity (deficit)
Current liabilities:
Short-term borrowings	$	—	$	42,776
Accounts payable	12,749		15,016
Accrued merchant and supplier payables	152,262		209,423
Accrued expenses and other current liabilities	99,237		101,939
Total current liabilities	264,248		369,154
Convertible senior notes, net	227,650		226,470
Operating lease obligations	933		2,382
Other non-current liabilities	14,973		13,262
Total liabilities	507,804		611,268
Commitment and contingencies
Stockholders' equity (deficit)
Common Stock, par value $0.0001 per share, 100,500,000 shares authorized; 50,057,026 shares issued and 39,762,909 shares outstanding at September 30, 2024; 42,147,266 shares issued and 31,853,149 shares outstanding at December 31, 2023	5		4
Additional paid-in capital	2,432,705		2,337,565
Treasury stock, at cost, 10,294,117 shares at September 30, 2024 and December 31, 2023	(922,666)		(922,666)
Accumulated deficit	(1,458,265)		(1,449,887)
Accumulated other comprehensive income (loss)	(11,785)		(5,647)
Total Groupon, Inc. stockholders' equity (deficit)	39,994		(40,631)
Noncontrolling interests	216		319
Total equity (deficit)	40,210		(40,312)
Total liabilities and equity (deficit)	$	548,014	$	570,956

Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	114,479	$	126,474	$	362,178	$	377,194
Cost of revenue	11,584		15,796		36,059		48,840
Gross profit	102,895		110,678		326,119		328,354
Operating expenses:
Marketing	36,258		28,898		101,587		76,013
Selling, general and administrative	71,327		80,016		222,937		277,913


Restructuring and related charges	896		2,228		613		10,333
Gain on sale of assets	—		—		(5,160)		—
Total operating expenses	108,481		111,142		319,977		364,259
Income (loss) from operations	(5,586)		(464)		6,142		(35,905)
Other income (expense), net	22,429		(39,525)		5,264		(41,260)
Income (loss) before provision (benefit) for income taxes	16,843		(39,989)		11,406		(77,165)
Provision (benefit) for income taxes	2,321		817		17,802		4,258
Net income (loss)	14,522		(40,806)		(6,396)		(81,423)
Net (income) loss attributable to noncontrolling interests	(594)		(552)		(1,982)		(1,689)
Net income (loss) attributable to Groupon, Inc.	$	13,928	$	(41,358)	$	(8,378)	$	(83,112)

Net income (loss) per share:
Basic	$	0.35	$	(1.31)	$	(0.22)	$	(2.68)
Diluted	$	0.33	$	(1.31)	$	(0.22)	$	(2.68)

Weighted average number of shares outstanding
Basic	39,748,268		31,500,489		38,966,238		31,039,668
Diluted	45,014,446		31,500,489		38,966,238		31,039,668

Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands) (unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating activities
Net income (loss)	$	14,522	$	(40,806)	$	(6,396)	$	(81,423)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property, equipment and software	6,492		10,550		21,903		34,110
Amortization of acquired intangible assets	403		2,018		2,609		6,206



Stock-based compensation	8,890		3,889		17,682		13,771
(Gain) loss from changes in fair value of investment	—		25,751		—		25,751

Foreign currency (gains) losses, net	(18,461)		9,687		(4,801)		9,528
Foreign VAT assessments	4,600		—		8,692		—
Gain on sale of assets	—		—		(5,160)		—
Change in assets and liabilities:
Accounts receivable	2,419		(238)		10,678		10,225
Prepaid expenses and other current assets	5,199		8,973		19,294		14,357
Right-of-use assets - operating leases	572		1,796		1,830		7,985
Accounts payable	1,861		(9,655)		(2,290)		(49,082)
Accrued merchant and supplier payables	(23,089)		(4,050)		(57,749)		(52,497)
Accrued expenses and other current liabilities	(13,041)		(14,159)		(9,616)		(44,716)
Operating lease obligations	(775)		(6,268)		(4,618)		(22,011)
Payment for early lease termination	—		—		(1,832)		(9,724)
Other, net	(5,850)		(1,343)		(1,295)		5,035
Net cash provided by (used in) operating activities	(16,258)		(13,855)		(11,069)		(132,485)
Investing activities
Purchases of property and equipment and capitalized software	(3,408)		(4,120)		(11,591)		(15,917)
Proceeds from sale of assets, net	—		—		9,116		1,475
Acquisitions of intangible assets and other investing activities	(34)		(1,349)		(595)		(2,523)
Net cash provided by (used in) investing activities	(3,442)		(5,469)		(3,070)		(16,965)
Financing activities

Payments of borrowings under revolving credit agreement	—		—		(42,776)		(28,300)
Proceeds from Rights Offering, net of issuance costs	—		—		79,619		—
Taxes paid related to net share settlements of stock-based compensation awards	(201)		(932)		(1,457)		(3,126)

Other financing activities	(490)		2,115		(2,457)		473
Net cash provided by (used in) financing activities	(691)		1,183		32,929		(30,953)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2,153		(1,933)		1,788		34
Net increase (decrease) in cash, cash equivalents and restricted cash	(18,238)		(20,074)		20,578		(180,369)
Cash, cash equivalents and restricted cash, beginning of period (1)	206,454		121,401		167,638		281,696
Cash, cash equivalents and restricted cash, end of period (1)	$	188,216	$	101,327	$	188,216	$	101,327

(1)The following table provides a reconciliation of Cash, cash equivalents and restricted cash shown above to amounts reported within the Condensed Consolidated Balance Sheets as of September 30, 2024, December 31, 2023, September 30, 2023 and December 31, 2022 (in thousands)


	September 30, 2024		December 31, 2023		September 30, 2023		December 31, 2022
Cash and cash equivalents	$	159,710	$	141,563	$	86,085	$	281,279
Restricted cash included in prepaid expenses and other current assets	28,506		26,075		15,242		417
Cash, cash equivalents and restricted cash	$	188,216	$	167,638	$	101,327	$	281,696

Groupon, Inc.

Supplemental Financial and Operating Metrics

(dollars and units in thousands; TTM active customers in millions)

(unaudited)


		Q3 2023		Q4 2023		Q1 2024		Q2 2024		Q3 2024
North America Segment:												Q3 2024
Gross billings (1):												Y/Y Growth
	Local	$	260,425	$	257,192	$	231,053	$	243,587	$	248,751	(4.5)	%
	Travel	19,811		18,856		26,911		21,881		15,078		(23.9)
	Goods	18,749		24,223		14,968		13,501		11,234		(40.1)
	Total gross billings	$	298,985	$	300,271	$	272,932	$	278,969	$	275,063	(8.0)	%
Revenue:
	Local	$	88,558	$	91,550	$	86,460	$	91,707	$	81,479	(8.0)	%
	Travel	2,577		3,583		4,596		3,858		2,919		13.3
	Goods	3,801		4,790		3,078		2,792		2,491		(34.5)
	Total revenue	$	94,936	$	99,923	$	94,134	$	98,357	$	86,889	(8.5)	%
Gross profit:
	Local	$	77,588	$	80,720	$	77,826	$	83,259	$	73,026	(5.9)	%
	Travel	1,763		2,830		3,640		3,191		2,513		42.5
	Goods	3,123		3,934		2,662		2,429		2,199		(29.6)
	Total gross profit	$	82,474	$	87,484	$	84,128	$	88,879	$	77,738	(5.7)	%

Contribution profit (2)		$	63,484	$	63,046	$	62,346	$	59,402	$	49,095	(22.7)	%

International Segment:												Q3 2024
Gross billings:												Y/Y Growth		FX Effect	Y/Y Growth excluding FX (3)
	Local	$	93,645	$	105,664	$	85,033	$	72,932	$	76,793	(18.0)		(1.5)	(19.5)	%
	Travel	9,294		9,510		8,700		7,284		7,659		(17.6)		(0.8)	(18.4)
	Goods	16,923		20,883		14,481		14,422		13,877		(18.0)		(0.8)	(18.8)
	Total gross billings	$	119,862	$	136,057	$	108,214	$	94,638	$	98,329	(18.0)		(1.3)	(19.3)	%
Revenue:
	Local	$	26,900	$	32,004	$	24,750	$	22,401	$	23,473	(12.7)		(1.7)	(14.4)	%
	Travel	1,584		1,857		1,755		1,588		1,383		(12.7)		(0.9)	(13.6)
	Goods	3,054		3,932		2,445		2,269		2,734		(10.5)		(1.2)	(11.7)
	Total revenue	$	31,538	$	37,793	$	28,950	$	26,258	$	27,590	(12.5)		(1.6)	(14.1)	%
Gross profit:
	Local	$	24,367	$	29,672	$	22,832	$	20,522	$	21,614	(11.3)		(1.8)	(13.1)	%
	Travel	1,346		1,644		1,559		1,407		1,192		(11.4)		(0.9)	(12.3)
	Goods	2,491		3,510		2,038		1,859		2,351		(5.6)		(1.2)	(6.8)
	Total gross profit	$	28,204	$	34,826	$	26,429	$	23,788	$	25,157	(10.8)		(1.7)	(12.5)	%

Contribution profit		$	18,296	$	24,772	$	19,402	$	16,745	$	17,542	(4.1)	%

Consolidated Results of Operations:
Gross billings:
	Local	$	354,070	$	362,856	$	316,086	$	316,519	$	325,544	(8.1)		(0.4)	(8.5)	%
	Travel	29,105		28,366		35,611		29,165		22,737		(21.9)		(0.3)	(22.2)
	Goods	35,672		45,106		29,449		27,923		25,111		(29.6)		(0.4)	(30.0)
	Total gross billings	$	418,847	$	436,328	$	381,146	$	373,607	$	373,392	(10.9)		(0.3)	(11.2)	%
Revenue:
	Local	$	115,458	$	123,554	$	111,210	$	114,108	$	104,952	(9.1)		(0.4)	(9.5)	%
	Travel	4,161		5,440		6,351		5,446		4,302		3.4		(0.3)	3.1
	Goods	6,855		8,722		5,523		5,061		5,225		(23.8)		(0.5)	(24.3)
Total revenue		$	126,474	$	137,716	$	123,084	$	124,615	$	114,479	(9.5)		(0.4)	(9.9)	%
Gross profit:
	Local	$	101,955	$	110,392	$	100,658	$	103,781	$	94,640	(7.2)		(0.4)	(7.6)	%
	Travel	3,109		4,474		5,199		4,598		3,705		19.2		(0.4)	18.8
	Goods	5,614		7,444		4,700		4,288		4,550		(19.0)		(0.5)	(19.5)
	Total gross profit	$	110,678	$	122,310	$	110,557	$	112,667	$	102,895	(7.0)		(0.5)	(7.5)	%

Contribution profit		$	81,780	$	87,818	$	81,748	$	76,147	$	66,637	(18.5)	%
Net cash provided by (used in) operating activities		$	(13,855)	$	54,500	$	(10,111)	$	15,300	$	(16,258)	(17.3)	%
Free cash flow		$	(17,975)	$	51,132	$	(13,820)	$	10,826	$	(19,666)	(9.4)	%


		Q3 2023	Q4 2023	Q1 2024	Q2 2024	Q3 2024
Active customers: (4)
	North America	10.4	10.3	10.2	10.2	10.2
	International	6.6	6.2	5.9	5.6	5.3
	Total active customers	17.0	16.5	16.1	15.8	15.5

North America Units:
	Local	5,426	5,832	5,102	5,308	5,376
	Goods	706	966	574	487	379
	Travel	79	85	108	87	61
	Total North America units	6,211	6,883	5,784	5,882	5,816

International Units:
	Local	3,306	3,536	2,888	2,259	2,475
	Goods	550	684	404	381	352
	Travel	49	55	49	39	41
	Total International units	3,905	4,275	3,341	2,679	2,868

Consolidated Units:
	Local	8,732	9,368	7,990	7,567	7,851
	Goods	1,256	1,650	978	868	731
	Travel	128	140	157	126	102
	Total consolidated units	10,116	11,158	9,125	8,561	8,684

Headcount:
	Sales (5)	659	655	647	657	716
	Other	1,763	1,558	1,431	1,403	1,434
	Total headcount	2,422	2,213	2,078	2,060	2,150

(1)Represents the total dollar value of customer purchases of goods and services.

(2)Represents gross profit less marketing expense.

(3)Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.

(4)Reflects the total number of unique user accounts that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission.

(5)Includes merchant sales representatives, as well as sales support personnel.

Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)

The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, Net income (loss):


	Q3 2023		Q4 2023		Q1 2024		Q2 2024		Q3 2024
Net income (loss)	$	(40,806)	$	28,489	$	(11,506)	$	(9,412)	$	14,522
Adjustments:
Stock-based compensation	3,889		710		2,374		6,418		8,890
Depreciation and amortization	12,568		10,902		9,677		7,824		6,895


Restructuring and related charges(1)	2,228		(2,327)		96		(379)		896
Gain on sale of assets	—		—		(116)		(5,044)		—
Foreign VAT assessments (2)	—		—		—		3,302		3,672
Other (income) expense, net (3)	39,525		(16,086)		12,682		4,483		(22,429)
Provision (benefit) for income taxes	817		5,250		6,194		9,287		2,321
Total adjustments	59,027		(1,551)		30,907		25,891		245
Adjusted EBITDA	$	18,221	$	26,938	$	19,401	$	16,479	$	14,767

(1)Includes a settlement of $4.25 million related to Uptake for the three months ended December 31, 2023

(2)The Foreign VAT assessments adjustment excludes related interest expense $0.8 million for the three months ended June 30, 2024 and $0.9 million for the three months ended September 30, 2024 as the interest expense is included within Other (income) expense, net for the three months ended June 30, 2024 and September 30, 2024.

(3)Includes a $25.8 million remeasurement of our investment in SumUp during the three months ended September 30, 2023.

Free cash flow is a non-GAAP liquidity measure. The following is a reconciliation of free cash flow to the most comparable U.S. GAAP liquidity measure, Net cash provided by (used in) operating activities.


	Q3 2023		Q4 2023		Q1 2024		Q2 2024		Q3 2024
Net cash provided by (used in) operating activities	$	(13,855)	$	54,500	$	(10,111)	$	15,300	$	(16,258)
Purchases of property and equipment and capitalized software	(4,120)		(3,368)		(3,709)		(4,474)		(3,408)
Free cash flow	$	(17,975)	$	51,132	$	(13,820)	$	10,826	$	(19,666)

Net cash provided by (used in) investing activities	$	(5,469)	$	15,568	$	(3,931)	$	4,303	$	(3,442)
Net cash provided by (used in) financing activities	$	1,183	$	(4,737)	$	35,341	$	(1,721)	$	(691)

Groupon Announces $197 Million Financing Transaction

CHICAGO - November 12, 2024 - Groupon, Inc. (NASDAQ: GRPN) announced today that it has entered into privately negotiated agreements with certain of the holders (the “Offering Participants”) of its existing 1.125% Convertible Senior Notes due 2026 (the “2026 Notes”) to (i) exchange an aggregate principal amount of $176,260,000 of 2026 Notes for an aggregate principal amount of $176,260,000 a newly issued series of 6.25% Convertible Senior Secured Notes due 2027 (the “2027 Notes” and such transactions, the “Exchange”) and, in the case of certain Offering Participants, (ii) issue and sell an aggregate $21.0 million principal amount of 2027 Notes for gross cash proceeds of $20.0 million (representing an issue price of 95%) (the “Subscription Transactions” and together with the Exchange, the “Transactions”).

The Transactions are expected to close promptly, subject to and following the satisfaction of customary closing conditions. In the aggregate, Groupon expects to issue approximately $197,260,000 aggregate principal amount of 2027 Notes to the Offering Participants. Groupon intends to use the net proceeds from the 2027 Notes issued pursuant to the Subscription Transactions for general corporate purposes.

In connection with the Transactions, Groupon intends to enter into an indenture, establishing the terms of the 2027 Notes. Interest will be payable semi-annually in arrears at a rate of 6.250% per annum on March 15 and September 15 of each year, beginning on March 15, 2025. The 2027 Notes will mature on March 15, 2027, unless earlier converted or repurchased.

As specified in the indenture, and as discussed in Groupon’s Current Report on Form 8-K disclosing the Transactions, Groupon has agreed to certain post-close covenants in the indenture related to asset sales and pledges. If Groupon is unable to comply with such covenants, the 2027 Notes will accrue additional interest of 2.5% per annum, payable at the same time as the regular interest. The additional interest will cease to accrue immediately if those conditions are subsequently satisfied.

The initial conversion rate of the 2027 Notes will be 33.333 shares of Groupon common stock, par value $0.0001 per share (the “Common Stock”), per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $30 per share), subject to customary adjustments. The initial conversion price of the 2027 Notes represents a premium of approximately 184% over the Company’s 20-day trailing volume-weighted average price ending on November 11, 2024. The 2027 Notes will be convertible into Common Stock or a combination of cash and Common Stock, at Groupon’s election.

Prior to the close of business on the business day immediately preceding December 15, 2026, the 2027 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2024, and only during such calendar quarter, if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period in which the trading price per $1,000 principal amount of 2027 Notes for such trading day was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events, including a fundamental change. On or after December 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2027 Notes may convert all or any portion of their New Notes regardless of the foregoing conditions. If Groupon undergoes a “fundamental change,” holders of the 2027 Notes may require Groupon to repurchase for cash all or any portion of their 2027 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest if any, to, but excluding, the fundamental change repurchase date. In addition, upon the occurrence of a “make-whole fundamental change,” Groupon will, in certain circumstances, increase the conversion rate by a number of additional shares of Common

Stock for a holder that elects to convert its 2027 Notes in connection with such make-whole fundamental change.

Neither the 2027 Notes, nor any shares of Groupon’s common stock issuable upon conversion of the 2027 Notes, have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

The 2027 Notes will be guaranteed by certain material wholly owned domestic subsidiaries of Groupon (any such subsidiary, a “Guarantor”), and will be senior obligations of Groupon and any such Guarantor. In connection with the Transactions, Groupon intends to enter into a security agreement, pursuant to which the 2027 Notes will be secured by a first priority security interest in substantially all of the assets of Groupon and the Guarantors, subject to certain exceptions and permitted liens.

J. Wood Capital Advisors LLC and Jefferies LLC served as advisors to Groupon in the Transactions.

Winston & Strawn LLP served as legal counsel to Groupon in the Transactions.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the 2027 Notes, Groupon’s common stock potentially issuable upon conversion of the 2027 Notes or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements related to the terms of the 2027 Notes and the Transactions. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “possible,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and Groupon undertakes no obligation to update any forward-looking statement except as required by law. These forward-looking statements are based on estimates and assumptions by Groupon’s management that, although believed to be reasonable, are inherently uncertain and subject to a number of risks. There can be no assurance that Groupon will be able to complete the Transactions on acceptable terms, or at all. Actual results may differ materially from historical results or those anticipated or predicted by Groupon’s forward-looking statements as a result of various important factors, including, but not limited to, whether or not Groupon will be able to consummate the Transactions on the timeline or with the terms anticipated, if at all; the performance of our business, including our research and development, our regulatory approvals, and our results of operations; the impact of general U.S. and foreign economic, industry, market, regulatory or political conditions; and the other risks and uncertainties identified in Groupon’s periodic filings filed with the U.S. Securities and Exchange Commission, including Groupon’s Annual Report on Form 10-K for the year ended December 31, 2023 and Groupon’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 31, 2024.

Contact

For more information about Groupon, please contact:

Investor Relations Contact:

ir@groupon.com

Public Relations Contact

Press@groupon.com

Source: Groupon, Inc.

Cover	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 12, 2024
Entity File Number	1-35335
Entity Registrant Name	Groupon, Inc.
Entity Tax Identification Number	27-0903295
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	60601
Entity Address, Address Line One	35 West Wacker Drive
Entity Address, Address Line Two	25th Floor
Entity Address, City or Town	Chicago
City Area Code	(773)
Entity Address, State or Province	IL
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	GRPN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001490281
Amendment Flag	false
Extension	945-6801