0001490281 False 0001490281 2024-12-10 2024-12-10
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): December 10, 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 7.01 Regulation FD Disclosure
Groupon, Inc. (the “Company”) previously announced that it is participating in the Northland Capital Markets Fireside Chat on December 10, 2024 at 11:30 a.m. (ET). At this conference, Dusan Senkypl, the Company’s CEO, will discuss the Company’s recent business performance and commentary on business drivers and objectives. To access the live audio webcast, visit the “Events & Presentations” area of Groupon’s website at www.investor.groupon.com. A replay of the webcast will be available following the presentation.
A copy of the presentation slides is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Groupon may also discuss or disclose material business, financial or other information not contained in the presentation slides.
The information furnished under Items 7.01 and 9.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in Items 7.01 and 9.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the U.S. Securities Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number |  | Description
99.1 |  | Company slide presentation
104 |  | Cover Page Interactive Data File (embedded as Inline XBRL document)

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 10, 2024 |
| By: /s/ Jiri Ponrt Name: Jiri Ponrt Title: Chief Financial Officer