0001490281 False 0001490281 2023-05-10 2023-05-10
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): May 10, 2023
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.)
600 W Chicago Avenue |  | 60654
Suite 400 |  | (Zip Code)
Chicago |  |
Illinois |  | (312) | 334-1579
(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 2.02. Results of Operations and Financial Condition.
On May 10, 2023, Groupon, Inc. (the "Company") issued a press release and a letter to its stockholders announcing its financial results for its fiscal quarter ended March 31, 2023. A copy of the press release and the Company's letter to its stockholders is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

(d) | Exhibits: |
| Exhibit No. |  | Description |
| 99.1* |  | Earnings Press Release dated May 10, 2023 |
| 99.2* |  | Letter to Stockholders dated May 10, 2023 |  |
| 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, or incorporated by reference in any filing under the Securities Act 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: May 10, 2023 |
| By: /s/ Jiri Ponrt Name: Jiri Ponrt Title: Chief Financial Officer