Groupon, INC. 8-K Filing

Ticker: GRPN · Form: 8-K · Filed: Dec 31, 2025 · CIK: 1490281

Sentiment: neutral

Filing Stats: 948 words · 4 min read · ~3 pages · Grade level 12.2 · Accepted 2025-12-31 08:20:52

Key Financial Figures

Filing Documents

01 — Entry into a Material Definitive Agreement

Item 1.01 — Entry into a Material Definitive Agreement As previously reported in the Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K of Groupon, Inc. (the "Company"), an Italian subsidiary of the Company, Groupon S.r.l. ("Groupon Italy"), has been party to various disputed matters with the Italian tax authorities relating to tax years beginning as early as 2012. In connection with these matters, the Italian tax authorities had collectively asserted claims totaling approximately $170 million (144 million). As reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, on August 5, 2025, Groupon Italy and the Italian tax authorities reached a non-binding agreement in principle to resolve these matters for approximately $25.3 million (21.6 million), of which approximately $10.1 million (8.6 million) had been previously paid by Groupon Italy through provisional installment payments. As of September 30, 2025, the Company recorded foreign income tax expense of approximately $25.3 million (21.6 million) related to these assessments, with approximately $15.2 million (13.0 million) reflected in accrued expenses and other current liabilities. On December 29, 2025, Groupon Italy and the Italian tax authorities entered into a binding framework agreement that definitively resolves all outstanding tax disputes involving Groupon Italy. Pursuant to the framework agreement, Groupon Italy paid approximately $25.2 million (21.5 million) on or before December 31, 2025, inclusive of amounts previously paid, and will pay an additional approximately $33,000 (28,000) in the first quarter of 2026. Following these payments, the Company expects the matters covered by the Italian tax assessments to be formally closed in the first quarter of 2026, and the Company does not expect any further material obligations relating to these assessments. The Company does not expect any material changes to its accrued expenses related to these matte

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 10.1 Groupon S.r.l. Italian Tax Framework Settlement Agreement 10.2 Amendment No 1 to DS Performance Share Unit Award Agreement 104 Cover Page Interactive Data File (embedded as Inline XBRL document)

SIGNATURES

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: December 31, 2025 By: /s/ Rana Kashyap Name: Rana Kashyap Title: Chief Financial Officer

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