10q10k10q10k.net

What changed in Groupon, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Groupon, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+341 added−361 removedSource: 10-K (2026-03-10) vs 10-K (2025-03-11)

Top changes in Groupon, Inc.'s 2025 10-K

341 paragraphs added · 361 removed · 228 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

30 edited+25 added−15 removed30 unchanged
Biggest changeHe joined Groupon from PFC where he served as a partner since July 2022 and Group CFO since November 2021. Prior to joining PFC, he served as CFO of Alza.cz, one of the largest e-commerce companies in Central and Eastern Europe, from May 2014 to October 2021.
Biggest changePrior to joining PFC, he served as CFO of Alza.cz, one of the largest e-commerce companies in Central and Eastern Europe, from May 2014 to October 2021. Prior to his time at Alza.cz, he spent 15 years at Nutricia, a Danone brand, in a variety of financial and commercial roles.
Our Code of Conduct, Corporate Governance Guidelines and committee charters are also posted on the site. We use our Investor Relations website (investor.groupon.com) and our press site (www.groupon.com/press) as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.
Our Code of Conduct, Corporate Governance Guidelines and committee charters are also posted on the site. We use our Investor Relations website (investor.groupon.com) and our press site (www.groupon.com/press) as a means of disclosing material non-public information and for complying with our 13 disclosure obligations under Regulation FD.
We are currently subject to, and expect to face in the future, lawsuits and allegations that we have infringed the intellectual property rights of third parties. As our business evolves, we may face more claims of infringement, and may experience an adverse result which could impact our business and/or our operating results.
We are currently subject to, and expect to face in the future, lawsuits and allegations that 12 we have infringed the intellectual property rights of third parties. As our business evolves, we may face more claims of infringement, and may experience an adverse result which could impact our business and/or our operating results.
We use a variety of marketing channels to make customers aware of our offerings, including search engines, email and push notifications, affiliate channels, social and display advertising and offline marketing. 7 Search engines. Customers can access our offerings indirectly through third-party search engines. We use SEO and SEM to increase the visibility of our offerings in web search results.
We use a variety of marketing channels to make customers aware of our offerings, including search engines, email and push notifications, affiliate channels, social and display advertising and offline marketing. Search engines. Customers can access our offerings indirectly through third-party search engines. We use SEO and SEM to increase the visibility of our offerings in web search results.
Congress, various state legislative bodies and foreign governments that could affect us, and our global operations may be constrained 10 by regulatory regimes and laws in Europe and other jurisdictions outside the United States that may be more restrictive and adversely impact our business.
Congress, various state legislative bodies and foreign governments that could affect us, and our global operations may be constrained by regulatory regimes and laws in Europe and other jurisdictions outside the United States that may be more restrictive and adversely impact our business.
We may be unable to prevent third parties from offering and selling unlawful or infringing goods or goods of disputed authenticity, and we may be subject to allegations of civil or criminal liability for unlawful activities 11 carried out by third parties through our website.
We may be unable to prevent third parties from offering and selling unlawful or infringing goods or goods of disputed authenticity, and we may be subject to allegations of civil or criminal liability for unlawful activities carried out by third parties through our website.
We use a variety of marketing channels to direct customers to the offerings available through these marketplaces, as described in the Marketing section below. Marketing We use marketing to acquire and retain customers and promote awareness of our marketplaces and brand.
We use a variety of marketing channels to direct customers to the offerings available through these marketplaces, as described in the Marketing section below. 8 Marketing We use marketing to acquire and retain customers and promote awareness of our marketplaces and brand.
See Item 8, Note 18, Segment and Geographical Information, for additional information. Revenue is earned through transactions during which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.
See Item 8, Note 19, Segment and Geographical Information, for additional information. Revenue is earned through transactions during which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.
These regulations, along with evolving international ESG frameworks, may require us to enhance our sustainability disclosures, implement additional compliance measures, and allocate additional resources to ESG reporting. The CARD Act, as well as the laws of most states, contain provisions governing gift cards, gift certificates, stored value or pre-paid cards or coupons (collectively, "gift cards").
These regulations, along with evolving international ESG frameworks, may require us to enhance our sustainability disclosures, 11 implement additional compliance measures, and allocate additional resources to ESG reporting and related activities. The CARD Act, as well as the laws of most states, contain provisions governing gift cards, gift certificates, stored value or pre-paid cards or coupons (collectively, "gift cards").
These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer trends.
These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond quicker than we can to new or emerging technologies and changes in customer trends.
Information contained on our website and press site is not a part of this Annual Report on Form 10-K. 12
Information contained on our website and press site is not a part of this Annual Report on Form 10-K. 14
The quality and stability of both our customers and merchants are key to our business model. We face competition on both sides of our marketplace. We compete with other marketplaces, and some of our competitors have longer operating histories, significantly greater financial, technical, marketing and other resources.
Competition Our customers and merchants are at the center of our two-sided marketplace. The quality and stability of both our customers and merchants are key to our business model. We face competition on both sides of our marketplace. We compete with other marketplaces, and some of our competitors have longer operating histories, significantly greater financial, technical, marketing and other resources.
We believe we can compete due to the access we provide our merchants to our large customer base, our trusted brand, and the investments we are making in self-service tools that will allow merchants to manage demand more effectively and better attract and retain customers.
We believe we can compete due to the access we provide our merchants to our large customer base, our trusted brand, and the investments we continue to make in self-service tools that will allow merchants to manage demand more effectively and better attract and retain customers.
Prior to NBH, he co-founded and operated multiple e-commerce projects, including ePojisteni.cz, an insurance technology company, where he served as CEO and a director, from 2009 until February 2019. In conjunction with his appointment as Groupon CEO, he stepped down from his day-to-day responsibilities at PFC. Jiri Ponrt was appointed as our CFO in April 2023.
Prior to NBH, he co-founded and operated multiple e-commerce projects, including ePojisteni.cz, an insurance technology company, where he served as CEO and a director, from 2009 until February 2019. In conjunction with his appointment as Groupon CEO, he stepped down from his day-to-day responsibilities at PFC. Jiri Ponrt was appointed as our COO in September 2025.
Various U.S. laws and regulations, such as the Bank Secrecy Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the USA PATRIOT Act and the CARD Act impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services.
Various U.S. laws and regulations, such as the Bank Secrecy Act, the Dodd-Frank Act, the USA PATRIOT Act and the CARD Act impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services.
Our local inventory includes, things to do, beauty and wellness and dining, as well as other types of experiences and services. Goods . In our Goods category, we earn revenue from transactions in which third-party merchants sell products to customers through our marketplaces.
Our local inventory includes, things to do, beauty and wellness, food and drink, home and automotive services, online services, as well as other types of experiences and services. Goods . In our Goods category, we earn revenue from transactions in which third-party merchants sell products to customers through our marketplaces.
Information About Our Executive Officers The following table sets forth information about our executive officers (as of the date of this filing): Name Age Position Dusan Senkypl 49 CEO Jiri Ponrt 51 CFO Dusan Senkypl was appointed as our CEO in May 2024, he previously served as our Interim CEO beginning in March 2023.
Information About Our Executive Officers The following table sets forth information about our executive officers (as of the date of this filing): Name Age Position Dusan Senkypl 50 CEO Jiri Ponrt 52 COO Rana Kashyap 42 CFO Dusan Senkypl was appointed as our CEO in May 2024, he previously served as our Interim CEO beginning in March 2023.
Other teams, such as engineers, product designers, marketers and editors, power the platform to curate the experiences. Human Capital Strategy Pillars Our human capital strategy is anchored in three core pillars: People & Culture, Diversity, Equity & Inclusion, and Compensation & Benefits. People & Culture At Groupon we empower a diverse, collaborative global team.
Other teams, such as engineers, product designers, marketers and editors, power the platform to curate the experiences. Human Capital Strategy Pillars Our human capital strategy is anchored in three core pillars: People & Culture, Diversity, Equity & Inclusion, and Compensation & Benefits.
There are companies that offer other types of advertising and promotional services to local businesses. Our merchants could choose to leverage these other platforms to attract customers to their businesses.
We also compete with companies that can offer alternative services for our merchants. There are companies that offer other types of advertising and promotional services to local businesses. Our merchants could choose to leverage these other platforms to attract customers to their businesses.
These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than we do. We also compete with companies that can offer alternative services for our merchants.
These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than we do.
For many of our travel experiences, the customer must contact the merchant directly to make a travel reservation after purchasing a travel voucher from us. However, for some of our hotel offerings, customers make room reservations directly through our websites and mobile applications.
For many of our travel experiences, the customer makes reservations directly through our websites and mobile applications. However, for some travel experiences, customers must contact the merchant directly to make a travel reservation after purchasing a travel voucher from us. Traffic Channels and Platforms Our customers access our online local commerce marketplaces through our mobile applications and our websites.
Traffic Channels and Platforms Our customers access our online local commerce marketplaces through our mobile applications and our websites. Our applications and mobile websites enable consumers to browse, purchase, manage and redeem deals on their mobile devices. For the year ended December 31, 2024, approximately 80% of our global transactions were completed on mobile devices.
Our applications and mobile websites enable consumers to browse, purchase, manage and redeem deals on their mobile devices. For the year ended December 31, 2025, approximately 84% of our global transactions were completed on mobile devices.
We are investing significant resources in making our platform more efficient, stable and agile. By improving our technology, our customer base can enjoy a modernized experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction.
By improving our technology, our customer base can enjoy a modernized experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction.
In the third quarter of 2024, we successfully migrated our cloud systems in North America to allow us to run in a further stream-lined multi-cloud infrastructure, further reducing our technological footprint and attack and threat vectors. Our platform migrations are strategic investments in our ability to innovate faster, serve merchants better, and create more engaging experiences for our customers.
In the third quarter of 2024, we successfully migrated our cloud systems in North America to allow us to run in a further stream-lined multi-cloud infrastructure, further reducing our technological footprint and attack and threat vectors.
Our Strategy Our strategy is to be the trusted marketplace where customers go to buy local services and experiences. We plan to grow our revenue by building long-term relationships with local merchants to strengthen our online selection and by enhancing the customer reach through experience curation and improved convenience in order to drive customer demand and purchase frequency.
We plan to grow our revenue by building long-term relationships with local merchants to strengthen our online selection and by enhancing the customer reach through experience curation and improved convenience in order to drive customer demand and purchase frequency. We continue to invest in making our platform more efficient, stable and agile.
Our Workforce As of December 31, 2024, we had employees across various geographies and roles: Sales Corporate, Operational and Customer Support Total Employees North America 295 161 456 International 381 1,242 1,623 Total 676 1,403 2,079 Our sales representatives create partnerships, while our support staff ensures smooth transactions.
Our Workforce As of December 31, 2025, we had employees across various geographies and roles: Sales Corporate, Operational and Customer Support Total Employees North America 254 167 421 International 380 933 1,313 Total 634 1,100 1,734 Our sales representatives create partnerships, while our support staff ensures smooth transactions.
For example, the CSRD and the SFDR impose enhanced sustainability disclosure obligations on companies operating in the European Union. Additionally, we are subject to emerging ESG regulations in California and New York that may impact our reporting and compliance obligations.
For example, the CSRD and the SFDR impose enhanced sustainability disclosure obligations on companies operating in the European Union. Additionally, we are subject to emerging domestic ESG regulations in various states, which may impact our reporting and compliance obligations. These regulations may include climate-related disclosure requirements, including mandatory reporting of greenhouse gas emissions and climate-related financial risks.
Compensation & Benefits To attract and retain top talent, we offer competitive compensation and comprehensive benefits. These include health, dental, vision, life, and disability insurance, along with a 401(k) plan with company matching for U.S. employees. Our Cultural Foundation In early 2024, we revamped our values to align with the culture and behaviors needed to drive Groupon’s transformation.
These include health, dental, vision, life, and disability insurance, along with a 401(k) plan with company matching for U.S. employees.
Our platform migrations are strategic investments in our ability to innovate faster, serve merchants better, and create more engaging experiences for our customers. Our Categories Local . Our Local category includes experiences and services from local and national merchants, and other revenue sources that are primarily generated through our relationships with local and national merchants.
We are investing now with the goal of Groupon being well positioned to be the partner of choice for local experiences as this channel scales. Our Categories Local . Our Local category includes experiences and services from local and national merchants, and other revenue sources that are primarily generated through our relationships with local and national merchants.
Human Capital Management Attracting and securing top-notch talent from around the world is the cornerstone of our future. Our senior leadership, guided by our Board, oversees this mission by crafting and implementing our human capital strategy. This involves recruiting, developing, and retaining the best minds to fuel our operations, drive our strategic goals, and shape competitive compensation and benefits packages.
This involves recruiting, developing, and seeking to retain the talent needed to fuel our operations, drive our strategic goals, and shape competitive compensation and benefits packages.
Removed
In 2023 and 2024, we gathered employee feedback through initiatives such as the “Transformation Truths” engagement survey. This anonymous company-wide survey provided valuable insights into ongoing organizational changes such as the status of our transformation efforts. We uphold ethical standards through bi-annual training, including the Global Code of Conduct, Anti-Corruption, and Respectful Workplace courses, reinforcing a safe, ethical workplace.
Added
Our Strategy Our strategy is to be the trusted local experience marketplace where customers go to buy quality local services and experiences at unbeatable value.
Removed
Our career development offerings include diverse training programs such as Unconscious Bias training and Respect in the Workplace training for managers. Additionally, our Internal Talent Mobility process supports cross-functional growth, while our Employee Referral Program incentivizes hiring top talent globally. 8 Diversity, Equity & Inclusion In 2024, we have focused on establishing strong organizational foundations.
Added
Central to this is our continued investment in our product and engineering organization, building the development velocity, platform depth, and technical capabilities required to deliver faster innovation and more personalized experiences for both customers and merchants. Our product agenda is focused on driving growth through smarter discovery, deeper personalization, and an increasingly seamless experience across every surface we serve.
Removed
We remain committed to fostering a high-performance culture by promoting diversity in thought, experience, and background. Given our role in connecting people and communities, we recognize the importance of maintaining a workforce that reflects the diversity of our customer base.
Added
We believe the next generation of local commerce will be driven by AI native experiences, for which AI agents will become an important discovery and transaction channel. We are building and beginning to implement modern API architecture, AI-ready search & relevance, AI-ready checkout in addition to internal AI tools to drive productivity and efficiency.
Removed
During the year, we introduced several initiatives aimed at enhancing workplace support and employee engagement in alignment with its core values: • Employee Resource Groups (ERGs): We have strengthened ERGs to give our team members platforms for connection, advocacy, and celebration of shared identities and interests. We now have functioning ERGs for BlacksandAllies@Groupon, LatinosandAllies@Groupon, Wellness@Groupon, PrideandAllies@Groupon, WomenandAllies@Groupon.
Added
Human Capital Management Groupon aims to manage human capital with high standards, clear ownership, and a focus on outcomes over activity. Our senior leadership, guided by our Board, oversees this mission by crafting and implementing our human capital strategy.
Removed
Together they have updated our recently launched Diversity, Equity and Inclusion library to ensure teams have access to online resources, run workshops, developed educational content and been a sounding board for internal initiatives. • Internal Workshops: Training and education have been important in fostering awareness and growth, with workshops that challenge biases and drive equity in decision-making.
Added
People & Culture At Groupon, our goal is to empower a diverse, collaborative global team and continue to strengthen the foundations that support a high-performance culture.
Removed
This year our workshops focused on Menopause and Fertility in the workplace. • Policy Enhancements: We have introduced progressive policies, including support for menopause with our new company Charter, and our Fertility Policy, ensuring we continue to address diverse needs and create an inclusive workplace for all. • External Campaigns: Beyond our walls, we have supported diverse communities through marketing campaigns that reflect our commitment to inclusivity and representation, this year focusing on Black History Month, Martin Luther King Day, Cinco de Mayo and Pride Month.
Added
In December 2025, Groupon introduced five Operating Principles that define the explicit behavioral standards against which our people are hired, developed, and assessed: Extreme Ownership (one owner per outcome; no passengers; no excuses); Speed Over Comfort (ship fast; learn faster — perfect is too slow); Impact Obsessed (focus only on what moves the metrics that matter); Simplify to Scale (complexity kills; simplicity scales); and Disciplined (do more with less — constraints breed creativity).
Removed
These values—Ownership and Accountability, High Performance, Transparency, Innovation, Customer Focus, and Respect, Integrity, and Inclusion—form the foundation of our culture. Together, they foster a resilient workforce prepared to navigate challenges and seize opportunities, driving us toward our vision of becoming the go-to platform for experiences.
Added
These principles are directly embedded in our 9 annual and mid-year review cadences and our management evaluation framework, with the goal of ensuring that cultural standards translate into talent outcomes. We believe that the companies best positioned for long-term success are those that develop an AI fluent talent base.
Removed
Technology In early 2023, we completed the migration of our public-facing websites, internal applications and services, as well as our back-end business intelligence systems from being hosted at our data centers to a multi-cloud infrastructure.
Added
In 2025, Groupon continued to embed AI tools into how our teams operate day-to-day. Our aim is to build an AI-native operating culture at Groupon. As part of the effort, we are including AI fluency as a performance criteria that we used to evaluate manager and individual effectiveness.
Removed
Additionally, in the third quarter of 2023, we migrated our Payment Card Information data to a third-party provider so that these details are no longer stored within Groupon's cloud environment.
Added
Following the “Transformation Truths” engagement survey in 2023 and 2024, we continued to gather structured employee feedback throughout 2025 to monitor sentiment during ongoing organizational changes. These surveys help inform leadership decision-making and highlight areas where additional clarity, support, or resources may be needed. In 2025, we also introduced a mid-year performance review cycle to complement our year-end process.
Removed
We have also made significant improvements to our search functionality. Our enhanced search now provides real-time query suggestions, corrects spelling errors, and supports synonyms for improved accuracy. It can recognize destinations and brands, automatically applying relevant filters to refine search results.
Added
This additional touchpoint provides employees with clearer expectations, more regular feedback, and improved visibility into development opportunities. Together with our Internal Talent Mobility process and Employee Referral Program, this helps support career progression and the movement of talent across teams where business needs are greatest. We also strive to regularly develop and assess manager capability.
Removed
Additionally, it suggests related queries and categorizes results into experiences, travel deals, and merchants, optimizing relevance based on precise location for a more intuitive user experience. We employ security practices and modern tools to try to recognize intrusions to our technology infrastructure. We engage independent third-party Internet security firms to regularly test the security of our websites and identify vulnerabilities.
Added
In 2025, training for people managers covered performance conversations, inclusive leadership, and the practical application of Groupon's operating principles in day-to-day team management, including the goal of AI-first execution. We work to uphold ethical and compliance standards through bi-annual training programs, including the Global Code of Conduct, Anti-Corruption, and Respectful Workplace courses, reinforcing expectations for a safe and compliant workplace.
Removed
In financial transactions with customers conducted on our websites and mobile applications, we use data encryption protocols 9 to secure information while in transit. See Item 1A. Risk Factors and Item 1C. Cybersecurity for additional information relating to potential cyber threats. Competition Our customers and merchants are at the center of our two-sided marketplace.
Added
Our career development offerings remained consistent, with training available for managers and employees across areas such as respectful workplace practices and inclusive leadership. While these programs continue to evolve, they are designed to serve as an important foundation for building capability and supporting our teams through the company’s transformation.
Removed
The Climate Corporate Data Accountability Act (SB 253) and the Climate-Related Financial Risk Disclosure Act (SB 261) impose climate-related disclosure requirements on companies operating in California, including mandatory reporting of greenhouse gas emissions and climate-related financial risks.
Added
Diversity, Equity & Inclusion In 2025, Groupon continued strengthening its cultural foundations around performance, ownership, and accountability. Our Employee Resource Groups ("ERG") operate through a unified ERG Task Force, which provides structure, consistency, and clear scope.
Removed
Additionally, if enacted in New York, SB 3697 would require entities operating in New York whose revenue exceeded $500 million in the prior fiscal year to release reports that would need to include disclosures aligned with the Task Force on Climate-related Financial Disclosures framework or another equivalent reporting requirement.
Added
The focus of this model is to surface employee experiences, offer grounded feedback, and help identify where policy adjustments or increased awareness could support a more inclusive and effective workplace. Compensation & Benefits To attract and retain top talent, we offer competitive compensation and comprehensive benefits.
Removed
Prior to his time at Alza.cz, he spent 15 years at Nutricia, a Danone brand, in a variety of financial and commercial roles. In conjunction with his appointment to Groupon CFO, he stepped down from day-to-day responsibilities at PFC. Available Information We electronically file reports with the SEC.
Added
Technology Groupon’s business model and day-to-day operations are fundamentally dependent on the effective use, integration, and continual advancement of technology platforms, which underpin our customer and merchant experiences, enable our transaction processing, support our data-driven decision-making, and drive our ability to innovate and compete in the digital marketplace.
Added
During 2025, we successfully decommissioned multiple legacy databases and hosting applications as part of a strategic effort to reduce technical complexity and modernize our digital infrastructure. Further, we advanced our technology platforms to better serve both consumers and merchants.
Added
We expanded the rollout of our new website internationally and launched a redesigned mobile application for iOS in North America, with an Android version planned in 2026 for North America. To improve our merchant experience, we improved performance from our platform and automated selected processes between merchants and our sales teams, resulting in greater efficiency and streamlined operations.
Added
Internally, we focused on automating and standardizing workflows for customer service and sales, consolidating multiple legacy applications 10 into unified systems for both internal and external technologies. These initiatives have improved operational effectiveness, enabled more data-driven decision-making, and simplified the deal creation process for both our merchants and our sales teams. Additionally, we continue to invest in user experience improvements.
Added
In 2025, we rebuilt online maps and introduced new solutions for marketing automation to enhance user experience and deal discovery. Our engineering teams adopted a new AI-first development framework to further enhance productivity and delivery speed.
Added
We also implemented a range of cybersecurity enhancements, including upgrades to payment and logging systems, improved device security, and we started with the decommissioning of legacy infrastructure for blocking our website against attack and bots. See Item 1A. Risk Factors and Item 1C. Cybersecurity for additional information relating to potential cyber threats.
Added
In addition, some competitors are increasingly leveraging AI and machine-learning technologies to enhance marketing effectiveness, dynamic pricing, and demand-optimization capabilities. To the extent these technologies allow competitors to more efficiently acquire customers, optimize merchant offerings, or respond quicker to changes in consumer behavior, our ability to compete effectively could be adversely affected.
Added
Prior to his appointment to COO, he served as the Company’s CFO since April 2023. He joined Groupon from PFC where he served as a partner since July 2022 and Group CFO since November 2021.
Added
In conjunction with his appointment to Groupon CFO in April 2023, he stepped down from day-to-day responsibilities at PFC. Rana Kashyap was appointed as our CFO in September 2025. Prior to his appointment to CFO, he served as the Company’s Senior Vice President of Finance since May 2025. Mr.
Added
Kashyap also served the Company in a variety of roles before then, including as Senior Vice President of Corporate Development & Investor Relations, from May 2023 to May 2025. Prior to joining Groupon, Mr.
Added
Kashyap served in a variety of roles at RPD Fund Management, from January 2014 to November 2022, and prior to that, held positions at Maini Group and JPMorgan Chase & Co. Available Information We electronically file reports with the SEC.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

102 edited+58 added−87 removed137 unchanged
Biggest changeIf our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations. • Current or future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all. • Our operating results may vary significantly from quarter to quarter. • Our U.S. and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges, and our inability to adapt to the diverse and changing landscapes of our U.S. and international markets may adversely affect our business. • Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices. • An increase in our refund rates or estimated liabilities with respect to unredeemed vouchers could adversely affect our financial results. • The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business. • Our material weakness in internal control over financial reporting could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.
Biggest changeIf our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations. • Future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all. • Our operating results may vary significantly from quarter to quarter. • Our U.S. and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges. • Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners. • If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed. • We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business. • Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices. • An increase in our refund rates or estimated liabilities with respect to unredeemed vouchers could adversely affect our financial results. • The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business. • We previously identified material weaknesses in our internal control over financial reporting, and if we fail to maintain effective internal controls, it could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations. • Failure to deal effectively with fraudulent transactions and customer disputes would increase our loss rate and harm our business. • We are subject to a variety of payments-related risks that could adversely affect our business, financial condition, and results of operations.
Risks Related to Our Capital Structure Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity. We may need additional capital in the future and to seek additional financing or covenant relief.
Risks Related to Our Capital Structure Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity. We may need additional capital in the future and may seek additional financing or covenant relief.
Under Sections 382 and 383 of the United States Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (as defined by the Code) may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes such as research tax credits to offset future income taxes.
Under Sections 382 and 383 of the United States Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (as defined by the Code) may be subject to limitations 32 on its ability to utilize its pre-change NOLs and other tax attributes such as research tax credits to offset future income taxes.
In addition, upon the occurrence of a fundamental change (as defined in the 2026 Indenture and 2027 Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes and/or the 2027 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes and/or the 2027 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
In addition, upon the occurrence of a fundamental change (as defined in the 2026 Notes Indenture, 2027 Notes Indenture, and 2030 Notes Indenture) prior to the maturity date, holders may require us to repurchase all or a portion of the 2026 Notes, 2027 Notes, and/or 2030 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes, 2027 Notes, and/or 2030 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The potential effect, if any, of these transactions on the price of our Common Stock or the 2026 Notes will depend in 35 part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our Common Stock. We are subject to counterparty risk with respect to the capped call transactions.
The potential effect, if any, of these transactions on the price of our Common Stock or the 2026 Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our Common Stock. We are subject to counterparty risk with respect to the capped call transactions.
New or revised taxes and, in particular, obligations on online marketplaces and remote sellers to collect sales taxes, VAT and similar taxes, including digital service taxes, may result in liability for third party obligations and would likely increase the cost of doing business online and decrease 31 the attractiveness of advertising and selling goods and services over the Internet.
New or revised taxes and, in particular, obligations on online marketplaces and remote sellers to collect sales taxes, VAT and similar taxes, including digital service taxes, may result in liability for third party obligations and would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the Internet.
Acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the acquired business and the performance of acquired customers, valuation of the acquired business and integration risks such as difficulties integrating acquired personnel into our business, the potential loss of key employees, customers or suppliers, difficulties in integrating different computer, payment and accounting systems and exposure to unknown or unforeseen liabilities of acquired companies.
Acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the acquired business and the performance of acquired customers, valuation of the acquired business and integration risks such as difficulties integrating acquired personnel into our business, the potential loss 25 of key employees, customers or suppliers, difficulties in integrating different computer, payment and accounting systems and exposure to unknown or unforeseen liabilities of acquired companies.
If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. 34 We do not intend to pay dividends for the foreseeable future.
If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. We do not intend to pay dividends for the foreseeable future.
The accounting for our investments has and may continue to cause fluctuations in our earnings from period to period, which could be significant. 25 Risks Related to Our Brand and Intellectual Property We allow third parties to sell products via our site, which increases our risk of litigation and other losses.
The accounting for our investments has and may continue to cause fluctuations in our earnings from period to period, which could be significant. Risks Related to Our Brand and Intellectual Property We allow third parties to sell products via our site, which increases our risk of litigation and other losses.
The application of existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy to the Internet is not clear as the vast majority of these laws were adopted prior to the advent of, and do not contemplate or address the unique issues raised by, the Internet or e-commerce.
The application of existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy to 29 the Internet is not clear as the vast majority of these laws were adopted prior to the advent of, and do not contemplate or address the unique issues raised by, the Internet or e-commerce.
Risks Related to Our Capital Structure • Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity. • We may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes and 2027 Notes in cash, to repurchase the 2026 Notes and 2027 Notes upon a fundamental change or to repay the 2026 Notes and 2027 Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity or to repurchase the 2026 Notes and 2027 Notes. • The terms of the 2026 Notes and 2027 Notes could delay or prevent an attempt to take over our Company. • The conditional conversion feature of the 2026 Notes and 2027 Notes, if triggered, may adversely affect our financial condition and operating results.
Risks Related to Our Capital Structure • Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity. • We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash, to repurchase the Notes upon a fundamental change or to repay the Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the Notes or at their maturity or to repurchase the Notes. • The terms of the Notes could delay or prevent an attempt to take over our Company. • The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
If customers do not perceive our offerings to be attractive or if we fail to introduce new and more relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability.
If customers do not perceive our offerings to be attractive, or if we fail to introduce new and relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability.
In addition, dispositions and attempted dispositions also involve significant risks and uncertainties, such as the risk of destabilizing the applicable operations, the loss of key personnel, the terms and timing of any dispositions, the ability to obtain necessary governmental or regulatory approvals, post-disposal disputes and indemnification obligations and risks and uncertainties with respect to the separation of disposed operations, including, for example, transition services, access by purchasers to certain of our systems and tools during transition periods, the migration of data and separation of systems, data privacy matters and misuse of trademarks and intellectual property.
Dispositions and attempted dispositions also involve significant risks and uncertainties, such as the risk of destabilizing the applicable operations, the loss of key personnel, the terms and timing of any dispositions, the ability to obtain necessary governmental or regulatory approvals, post-disposal disputes and indemnification obligations and risks and uncertainties with respect to the separation of disposed operations, including, for example, transition services, access by purchasers to certain of our systems and tools during transition periods, the migration of data and separation of systems, data privacy matters and misuse of trademarks and intellectual property.
Current or future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all.
Future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition; and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all.
In the event the conditional conversion feature of the 2026 Notes and/or the 2027 Notes is triggered, holders of these notes will be entitled to convert their respective notes at any time during specified periods at their option.
In the event the conditional conversion feature of the 2026 Notes, 2027 Notes, and/or 2030 Notes is triggered, holders of these notes will be entitled to convert their respective notes at any time during specified periods at their option.
Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.
Any financial or other difficulties these providers face 24 may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.
In addition, from time to time, we may be notified of additional laws, or developments in existing laws and regulations that governmental organizations or others may claim should be applicable to our business, or that otherwise affect our operations.
From time to time, we may be notified of additional laws, or developments in existing laws and regulations that governmental organizations or others may claim should be applicable to our business, or that otherwise affect our operations.
If one or more holders elect to convert their 2026 Notes and/or 2027 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election.
If one or more holders elect to convert their 2026 Notes, 2027 Notes, and/or 2030 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and cash, at our election.
As a result, 19 a significant percentage of our transactions require us to use projections in order to estimate revenue and liabilities associated with unredeemed vouchers.
As a result, a significant percentage of our transactions require us to use projections in order to estimate revenue and liabilities associated with unredeemed vouchers.
Moreover, the occurrence of a fundamental change under the 2026 Notes Indenture governing the 2026 Notes and the 2027 Notes Indenture governing the 2027 Notes could constitute an event of default under any such future agreement.
Moreover, the occurrence of a fundamental change under the 2026 Notes Indenture governing the 2026 Notes, the 2027 Notes Indenture governing the 2027 Notes, and the 2030 Notes Indenture governing the 2030 Notes could constitute an event of default under any such future agreement.
Holders of the 2026 Notes and 2027 Notes will have the right to require us to repurchase all or a portion of their respective notes upon the occurrence of a fundamental change before the maturity date at a repurchase price equal to 100% of the principal amount of the 2026 Notes and 2027 Notes, respectively, to be repurchased, plus accrued and unpaid interest, if any.
Holders of the Notes will have the right to require us to repurchase all or a portion of their respective notes upon the occurrence of a fundamental change before the maturity date at a repurchase price equal to 100% of the principal amount of the Notes, respectively, to be repurchased, plus accrued and unpaid interest, if any.
Further, we have made an irrevocable election to account for our investments in Monster Holdings LP and Nearby Pte Ltd at fair value with changes in fair value reported in earnings. Our other equity method investments, including SumUp, are accounted for at cost adjusted for observable price changes and impairments.
Further, we have made an irrevocable election to account for our investments in Monster Holdings LP and Nearbuy Pte Ltd at fair value with changes in fair value reported in earnings. Our other equity method investments, including SumUp, are accounted for at cost adjusted for observable price changes and impairments.
A default under the 2026 Notes Indenture governing the 2026 Notes and the 2027 Notes Indenture governing the 2027 Notes could also lead to a default under agreements governing our existing and future indebtedness.
A default under the 2026 Notes Indenture governing the 2026 Notes, the 2027 Notes Indenture governing the 2027 Notes, and the 2030 Indenture governing the 2030 Notes could also lead to a default under agreements governing our existing and future indebtedness.
If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the 2026 Notes and 2027 Notes or pay cash with respect to the 2026 Notes and 2027 Notes being converted or at maturity of the 2026 Notes and 2027 Notes.
If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and repurchase the Notes or pay cash with respect to the Notes being converted or at maturity of the Notes.
This could have the effect of delaying or preventing a takeover of our Company that may otherwise be beneficial to our stockholders. The conditional conversion feature of the 2026 Notes and 2027 Notes, if triggered, may adversely affect our financial condition and operating results.
This could have the effect of delaying or preventing a takeover of our Company that may otherwise be beneficial to our stockholders. The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
Moreover, we will be required to repay the 2026 Notes and the 2027 Notes, in cash at their respective maturity dates unless earlier converted, redeemed (noting that the 2027 Notes cannot be redeemed by us) or repurchased.
Moreover, we will be required to repay the Notes, in cash at their respective maturity dates unless earlier converted, redeemed (noting that the 2027 Notes cannot be redeemed by us) or repurchased.
In addition, upon conversion of the 2026 Notes and 2027 Notes, unless we elect to deliver solely shares of our Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional shares), we will be required to make cash payments in respect of the respective notes, being converted.
In addition, upon conversion of the Notes, unless we elect to deliver solely shares of our Common Stock to settle such conversion (other than paying cash in lieu of delivering any fractional shares), we will be required to make cash payments in respect of the respective notes being converted.
These regulations and laws may involve taxation, tariffs, subscriber privacy, anti-spam, data protection, content, reference pricing, copyrights, distribution, communications, consumer protection, the provision of online payment services and the characteristics and quality of services.
These regulations and laws may involve taxation, tariffs and other trade policies, subscriber privacy, anti-spam, data protection, content, reference pricing, copyrights, distribution, communications, consumer protection, the provision of online payment services and the characteristics and quality of services.
The terms of the 2026 Notes and 2027 Notes could delay or prevent an attempt to take over our Company. The terms of the 2026 Notes and 2027 Notes require us to repurchase the 2026 Notes and 2027 Notes in the event of a fundamental change. A takeover of our Company would constitute a fundamental change.
The terms of the Notes could delay or prevent an attempt to take over our Company. The terms of the Notes require us to repurchase the Notes in the event of a fundamental change. A takeover of our Company would constitute a fundamental change.
Our failure to repurchase the 2026 Notes and 2027 Notes at a time when the repurchase is required by the 2026 Notes Indenture and 2027 Notes Indenture governing the 2026 Notes and 2027 Notes, respectively, or to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity as required by the Indenture would constitute a default under each respective indenture.
Our failure to repurchase the Notes at a time when the repurchase is required by the Notes Indenture governing the 2030 Notes respectively, or to pay cash upon conversions of the Notes or at their maturity as required by the Indenture would constitute a default under each respective indenture.
These impacts also make it more difficult to attract and retain talent. In order to attract and retain key executives and employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity-based compensation.
These impacts also make it more difficult to attract and retain talent. In order to attract and retain key executives and employees in a competitive marketplace, we must cultivate a thriving and positive culture and provide a competitive compensation package, including cash and equity-based compensation.
The implementation of the restructuring plan, including the impact of workforce reductions and other non-payroll cost savings measures could be disruptive to our operations, make it difficult to attract or retain employees, result in higher than anticipated charges, and otherwise adversely affect our results of operations and financial condition.
The implementation of a restructuring plan, including workforce reductions and other non-payroll cost savings measures, could be disruptive to our operations, result in the loss of institutional knowledge, make it difficult to attract or retain employees, result in higher than anticipated charges, and otherwise adversely affect our results 17 of operations and financial condition.
Furthermore, following completion of the restructuring plan, our business may not be more efficient or effective than prior to implementation of the restructuring plan. Our operating results may vary significantly from quarter to quarter. Our operating results may vary significantly from quarter to quarter due to the rapidly evolving nature of our business and other reasons.
Furthermore, following completion of any restructuring plan, our business may not be more efficient or effective than prior to implementation of the restructuring plan. Our operating results may vary significantly from quarter to quarter. Our operating results may vary significantly from quarter to quarter due to the rapidly evolving nature of our business and seasonal fluctuations.
We intend to execute our strategy by building long-term relationships with local merchants to improve our inventory selection and improving the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency. There are no assurances that our actions will be successful in executing our strategy and returning the Company to growth.
We are executing this by building long-term relationships with local merchants to improve our inventory selection and by improving the customer experience through inventory curation and improved convenience in order to drive customer demand and purchase frequency. However, there are no assurances that these actions will be successful in returning the Company to stabilized growth.
As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations. We rely on cloud-based applications and platforms for critical business functions.
As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations. We rely on cloud-based applications and platforms for critical business functions. We have fully migrated our core operations to a multi-cloud infrastructure.
In addition, our ability to complete the restructuring plan and achieve the anticipated benefits from the plan within the expected time frame, or at all, is subject to estimates and assumptions and may vary materially from our expectations, including as a result of factors that are beyond our control.
In addition, our ability to complete a restructuring plan and achieve the anticipated benefits from the plan within the expected time frame, or at all, is subject to estimates and assumptions that may vary materially from our expectations due to factors beyond our control.
Any such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We have outstanding $53.7 million and $197.3 million in aggregate principal amount of our 2026 Notes and 2027 Notes.
Any such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We have outstanding $33.7 million, $47.3 million, and $244.1 million in aggregate principal amount of our 2026 Notes, 2027 Notes, and 2030 Notes.
We are subject to income taxes in the U.S. (federal, state, and local) and numerous foreign jurisdictions. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
(federal, state, and local) and numerous foreign jurisdictions. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our 31 provision and accruals for these taxes.
We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business. Competition in our industry may increase in future periods.
We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business. We operate in a highly competitive industry with relatively low barriers to entry.
We also may be subject to additional vulnerabilities as we utilize third parties to provide various services for our operations (e.g., cloud services) and integrate the systems, computers, software and data of acquired businesses and third-party business partners into our networks and separate the systems, computers, software and data of disposed businesses from our networks.
We may also be subject to additional vulnerabilities as we utilize third parties to provide various services for our operations (e.g., cloud services and SaaS platforms), and as we integrate the systems and data of acquired businesses and third-party partners into our networks.
We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to: • respond to macroeconomic challenges, including but not limited to, inflationary pressures, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time; • acquire new customers, retain existing customers, and increase customer purchase frequency; • attract and retain high-quality merchants; • maintain our current relationships with or attract new vendors, suppliers and service providers on agreeable terms; • maintain contracts that are critical to our operations; • attract and retain key employees, including attracting and retaining talent with an appropriate level of skill and experience, including product and technology expertise, cybersecurity expertise, GAAP knowledge and experience to create the proper control environment for effective internal control over financial reporting; 15 • effectively address and respond to challenges in international markets; • increase the variety, quality, density and relevance of supply, including through third party business partners and technology integrations; • deliver a marketplace experience on our website and mobile applications that meets the needs of our customers and merchants; • increase booking capabilities; • increase the awareness of, and evolve, our brand to a local experiences marketplace; • continue to reduce costs and maintain cost discipline to benefit from our reduced cost structure; • maintain the performance of our Goods category following transition to a third party marketplace model; • successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments and divestitures; • complete the multi-phased cost savings plan and achieve the anticipated benefits from the plan; • provide a superior customer service experience for our customers; • avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches; • respond to continuous changes in consumer and merchant use of technology; • optimize and diversify our traffic channels; • react to challenges from existing and new competitors; • respond to periodic changes in supply and demand; and • address challenges from existing and new laws and regulations.
We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to: • respond to macroeconomic challenges, including but not limited to, inflationary volatility, higher labor costs, labor shortages, supply chain challenges and resulting changes in consumer and merchant behavior and the ability to optimize our supply to take into account consumer preferences at a particular point in time; • acquire new customers, retain existing customers, and increase customer purchase frequency; • attract and retain high-quality merchants; • maintain our current relationships with or attract new vendors, suppliers, service providers and strategic partnerships on agreeable terms; • maintain contracts that are critical to our operations; • effectively address and respond to challenges in international markets; • increase the variety, quality, density and relevance of supply, including through third party business partners and technology integrations; • deliver a marketplace experience on our website and mobile applications that meets the needs of our customers and merchants; • increase booking capabilities; • increase the awareness of, and evolve, our brand to a local experiences marketplace; • continue to reduce costs and maintain cost discipline to benefit from our reduced cost structure; • maintain the performance of our Goods category following transition to a third party marketplace model; • successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments and divestitures; • provide a superior customer service experience for our customers; • avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches; • respond to continuous changes in consumer and merchant use of technology, including AI; • optimize and diversify our traffic channels.
Such information, whether accurate or inaccurate, may result in us being sued 30 by our merchants, subscribers or third parties and as a result our results of operations and our financial position could be materially and adversely affected. We may have exposure to greater than anticipated tax liabilities, including the Italy tax Assessment.
Such information, whether accurate or inaccurate, may result in us being sued by our merchants, subscribers or third parties and as a result our results of operations and our financial position could be materially and adversely affected. We may have exposure to greater than anticipated tax liabilities, including foreign tax assessments. We are subject to income taxes in the U.S.
Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable. Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management.
Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable. Certain provisions in our certificate of incorporation, bylaws, and Delaware law could delay or prevent a change of control or changes in our management that stockholders may consider favorable.
Even if holders of the 2026 Notes and 2027 Notes do not elect to convert their respective notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes and 2027 Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital. 33 Risks Related to Ownership of Our Common Stock The trading price of our Common Stock is highly volatile.
Even if holders of the Notes do not elect to convert their respective notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes, as a current rather than long-term liability, which would result in a material reduction of our net working capital.
The results of complex legal proceedings are often uncertain and difficult to predict. An unfavorable outcome with respect to any of these lawsuits or claims could have a material adverse effect on our business, financial condition, results of operations and cash flows. For additional information, see Item 8, Note 9, Commitments and Contingencies to the Consolidated Financial Statements.
The results of complex legal proceedings are often uncertain and difficult to predict. An unfavorable outcome with respect to any of these lawsuits or claims could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In connection with the issuance of the 2026 Notes, we entered into capped call transactions. The capped call transactions cover, subject to customary adjustments, the number of shares of our Common Stock that initially underlie the 2026 Notes.
The capped call transactions cover, subject to customary adjustments, the number of shares of our Common Stock that initially underlie the 2026 Notes.
In order to continue to grow our mobile transactions and improve mobile conversion rates, it is critical that our applications are compatible with a range of mobile technologies, systems, networks and standards and that we provide a good, modern customer experience.
In the year ended December 31, 2025, approximately 84% of our global transactions were completed on mobile devices. In order to continue to grow our mobile transactions and improve mobile conversion rates, it is critical that our applications are compatible with a range of mobile technologies, systems, networks and standards and that we provide a good, modern customer experience.
Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. We are currently subject to multiple lawsuits and disputes related to our intellectual property and service offerings. We may in the future be subject to additional litigation and disputes.
The protection of our intellectual property may require the expenditure of significant financial and managerial resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. We are currently subject to multiple lawsuits and disputes related to our intellectual property and service offerings.
In addition, the counterparties or their respective affiliates may modify their hedge positions in the future by entering into or unwinding various derivatives with respect to our Common Stock and/or purchasing or selling our Common Stock or other securities of ours in secondary market transactions prior to the maturity of the 2026 Notes.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates may have purchased shares of Common Stock and/or entered into various derivative transactions with respect to our Common Stock, including with certain investors in the 2026 Notes. 35 In addition, the counterparties or their respective affiliates may modify their hedge positions in the future by entering into or unwinding various derivatives with respect to our Common Stock and/or purchasing or selling our Common Stock or other securities of ours in secondary market transactions prior to the maturity of the 2026 Notes.
While we use advanced anti-fraud technologies, criminals may attempt to 20 circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our service could be subject to employee fraud or other internal security breaches or merchant fraud, and we may be required to reimburse customers or merchants for any funds stolen or revenue lost as a result of such breaches.
In addition, our service could be subject to employee fraud, other internal security breaches, or merchant fraud; and we may be required to reimburse customers or merchants for any funds stolen or revenue lost as a result of such breaches.
Risks Related to Legal, Regulatory, Privacy and Tax Matters • We are involved in pending litigation and other claims and an adverse resolution of such matters may adversely affect our business, financial condition, results of operations and cash flows. • The application of certain laws and regulations, including, among other laws, the CARD Act and similar state and foreign laws, may harm our business and results of operations. • Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings. • State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services. • Failure to comply with existing, expanding or newly enacted U.S. federal, state and international privacy laws and regulations, could adversely affect our business. • Misclassification or reclassification of our independent contractors, agency workers or employees could increase our costs and adversely impact our business. • We may have exposure to greater than anticipated tax liabilities, including the Italy tax Assessment. • The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce and U.S. taxation could materially affect our financial position and results of operations. • We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change.
Risks Related to Legal, Regulatory, Privacy and Tax Matters • We are involved in pending litigation and other claims and an adverse resolution of such matters may adversely affect our business, financial condition, results of operations and cash flows. • The application of certain laws and regulations, including, among other laws, the CARD Act and similar state and foreign laws, may harm our business and results of operations. • Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations. • Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings. • State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services. • Failure to comply with existing, expanding or newly enacted U.S. federal, state and international privacy laws and regulations, could adversely affect our business. • We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings. • We may have exposure to greater than anticipated tax liabilities, including foreign tax assessments. • The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce and U.S. taxation could materially affect our financial position and results of operations. • Our ability to use our tax attributes to reduce future U.S. income taxes could be subject to certain limitations. 16 • We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change.
We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change. Various jurisdictions, in particular the European Union, the United Kingdom and the United States, are adopting or considering new laws and regulations that enhance mandatory sustainability disclosures, reporting and diligence requirements.
We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change. Various jurisdictions are adopting or considering new laws and regulations that enhance mandatory sustainability disclosures, reporting and diligence requirements. We remain subject to these state and international reporting regimes.
In addition, in most instances, we do not have long-term arrangements to guarantee the availability of deals that offer attractive quality, value and variety to customers or favorable payment terms to us.
However, we generally do not have long-term arrangements to guarantee the availability of deals that offer attractive quality, value or favorable payment terms.
Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners. We must continue to attract and retain high quality merchants in order to increase profitability and grow our marketplace.
Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners. Our business model depends on maintaining a dense and curated selection of deals. We must continue to attract and retain high quality merchants to increase profitability and grow our marketplace.
The costs of engaging in such litigation and disputes are considerable, and there can be no assurances that favorable outcomes will be obtained. We are currently subject to third-party claims that we infringed upon proprietary rights or trademarks and expect to be subject to additional claims in the future.
We may in the future be subject to additional litigation and disputes. The costs of engaging in such litigation and disputes are considerable, and there can be no assurances that favorable outcomes will be obtained.
If we are unable to attract and retain high quality merchants and third party partners in numbers sufficient to grow our business, or if merchants and third party partners are unwilling to offer products or services with compelling terms through our marketplace, our operating results may be adversely affected.
If we are unable to attract and retain high quality merchants in numbers sufficient to grow our business, or if merchants are unwilling to offer products with compelling terms, our operating results may be adversely affected. 19 If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.
If we are unable to effectively combat fraudulent transactions or if we otherwise experience increased levels of fraud or disputed credit card payments, our business could materially suffer. We are subject to payments-related risks. We accept payments using a variety of methods, including credit cards, debit cards and gift certificates.
If we are unable to effectively combat fraudulent transactions or if we otherwise experience increased levels of fraud or disputed credit card payments, our business could materially suffer. 22 We are subject to a variety of payments-related risks that could adversely affect our business, financial condition, and results of operations.
However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2026 Notes and/or the 2027 Notes surrendered or pay cash with respect to the 2026 Notes and/or 2027 Notes being converted or at their maturity.
However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of the 2026 Notes, the 2027 Notes, and/or the 2030 Notes surrendered or pay cash with respect to the 2026 Notes, the 2027 Notes, and/or the 2030 Notes being converted or at their maturity. 33 In addition, our ability to repurchase the Notes or to pay cash upon conversions of the Notes or at their maturity may be limited by law, regulatory authority or agreements governing our future indebtedness.
The failure to successfully hire and retain key executives and employees or the further loss of any key executives, senior management and employees could have a significant impact on our operations, including declining product identity and competitive differentiation, eroding employee morale and productivity or an inability to maintain internal controls, regulatory or other compliance related requirements.
The failure to successfully hire and retain key executives and employees or the further loss of any key executives, senior management and employees could have a significant impact on our operations, including declining product identity and competitive differentiation, eroding employee morale and productivity or an inability to maintain internal controls, regulatory or other compliance-related requirements. 21 We previously identified material weaknesses in our internal control over financial reporting, and if we fail to maintain effective internal controls, it could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations.
Risks Related to Technology and Cybersecurity • We may be subject to breaches of our information technology systems, which could harm our relationships with our customers, merchants, employees and third-party business partners, subject us to negative publicity and litigation, and cause substantial harm to our business or brand. • Our business depends on our ability to maintain and improve the technology infrastructure necessary to send our emails and operate our websites, mobile applications and transaction processing systems, and any significant disruption in service on our email network infrastructure, websites, mobile applications or transaction processing systems could result in a loss of customers or merchants. • As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations.
Risks Related to Technology and Cybersecurity • We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace and acquire customers. • We may be subject to breaches of our information technology systems, which could result in the unauthorized access to, or disclosure of, proprietary, confidential, or personal information relating to our customers, merchants, employees, and partners. 15 • Our business depends on our ability to maintain and improve the technology infrastructure necessary to send our emails and operate our websites, mobile applications and transaction processing systems, and any significant disruption in service on our email network infrastructure, websites, mobile applications or transaction processing systems could result in a loss of customers or merchants. • As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations. • Our use of AI and machine learning poses new operational, legal, and reputational risks.
In the event any such issues arise, it may be difficult for us to switch our operations from our primary cloud-based providers to alternative providers.
As we have increased our reliance on cloud-based computing services, our exposure to damage from service interruptions may increase. In the event any such issues arise, it may be difficult for us to switch our operations from our primary cloud-based providers to alternative providers.
We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings.
Because our workforce is distributed, differing federal and state classification rules increase administrative complexity and legal risk. We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings.
In addition, events affecting our third-party payment processors or our integrations with them, including cyber-attacks, Internet or other infrastructure or communications impairment or other events that could interrupt the normal operation of our payment processors or our integrations with them, could result in unauthorized access to customer information and could have a material adverse effect on our business. 21 Risks Related to Technology and Cybersecurity We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace.
Events affecting our third-party payment processors or our integrations with them, such as cyber-attacks or infrastructure disruptions, could result in unauthorized access to customer information and materially harm our business. Risks Related to Technology and Cybersecurity We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace and acquire customers.
For example, fines under GDPR could be up to the greater of €20 million or 4% of annual global revenue and damage our reputation and brand and non-compliance with CPRA could result in fines of up to $7,500 per violation in addition to providing consumers with a private right of action.
For example, GDPR violations can result in fines of up to the greater of €20 million or 4% of annual global revenue, while CPRA violations can result in fines of up to $7,500 per incident and provide consumers with a private right of action.
We expect the volatility in our stock price and financial markets to continue for the foreseeable future as a result of these and other factors. If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.
As a result, the market price of our Common Stock may continue to experience substantial volatility, and investors may experience significant gains or losses. If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.
If we cannot access the full capacity of any existing credit facility or raise or borrow funds on acceptable terms or at all, it could adversely affect our liquidity, and we may not be able to grow our business or respond to competitive pressures. 32 We may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes and 2027 Notes in cash, to repurchase the 2026 Notes and 2027 Notes upon a fundamental change or to repay the 2026 Notes and 2027 Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the 2026 Notes and 2027 Notes or at their maturity or to repurchase the 2026 Notes and 2027 Notes.
We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash, to repurchase the Notes upon a fundamental change or to repay the Notes in cash at their maturity (if not earlier converted, redeemed or repurchased), and our current outstanding and future debt may contain limitations on our ability to pay cash upon conversions of the Notes or at their maturity or to repurchase the Notes.
Further, currently there is no public market for the securities of any such entity, and we may not have rights with respect to transactions involving any of these entities. Other investors in these entities may have business goals and interests that are not aligned with ours, or may exercise their rights in a manner in which we do not approve.
Other investors in these entities may have business goals and interests that are not aligned with ours, or may exercise their rights in a manner in which we do not approve.
See Item 8, Note 14, Income Taxes, for additional information. Any adverse outcome of such a review or audit could have a significant negative effect on our financial position and results of operations.
Although we recently resolved a longstanding tax dispute involving a foreign subsidiary in Italy, other similar tax audits and disputes could arise in other foreign jurisdictions. See Item 8, Note 15, Income Taxes, for additional information. Any adverse outcome of such a review or audit could have a significant negative effect on our financial position and results of operations.
We also hold indemnity rights with respect to merchants in relation to any such claims, but there is no assurance that merchants will be sufficiently capitalized to cover all incurred losses. 27 Although we maintain insurance, we cannot be certain our coverage will apply to the claims at issue, be adequate for any liability incurred, or continue to be available to us on economically reasonable terms, or at all.
Although we maintain insurance, we cannot be certain our coverage will apply to the claims at issue, be adequate for any liability incurred, or continue to be available to us on economically reasonable terms, or at all.
By allowing third parties to sell products on our platform, we are subject to intellectual property and other risks, including that the merchandise may be of disputed authenticity, obtained or sourced outside of the rights holder's established distribution channels or damaged, which could result in potential liability under applicable laws, regulations, agreements and orders and increase the amount of returned merchandise or customer refunds.
By allowing third parties to sell products on our platform, we are subject to intellectual property and other risks, including that the merchandise may be of disputed authenticity, obtained or sourced outside of the rights holder's established distribution channels, counterfeit, or damaged. 26 Risks regarding the provenance of goods are heightened by the current trade environment.
In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our gross profit as anticipated. 28 Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings.
Adverse legal or regulatory developments also could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our gross profit as anticipated.
We may also be the target of tort or negligence claims relating to incidents, injuries or illnesses incurred by customers visiting merchants.
For additional information, see Item 8, Note 10, Commitments and Contingencies to the Consolidated Financial Statements. 28 We may also be the target of tort or negligence claims relating to incidents, injuries or illnesses incurred by customers visiting merchants.
If our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations. We are implementing a strategy to become the trusted marketplace where customers go to buy local services and experiences and return the Company to growth.
Risks Related to Our Business, Operations and Strategy Our strategy to return the Company to stabilized growth may be unsuccessful and may expose us to negative impacts on our business, financial condition and results of operations. We continue to implement a strategy to become the trusted marketplace where customers go to buy local services and experiences.
Risks Related to Transactions and Investments • Acquisitions, dispositions, joint ventures and strategic investments could result in operating difficulties, dilution and other consequences. • We do not have the ability to exert control over our minority investments, and therefore we are dependent on others in order to realize their potential benefits. 13 Risks Related to Our Brand and Intellectual Property • We allow third parties to sell products via our site, which increases our risk of litigation and other losses. • We may be subject to substantial liability claims and damage to our brand and reputation if people or property are harmed by the products or services offered through our marketplace. • We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.
Risks Related to Our Brand and Intellectual Property • We allow third parties to sell products via our site, which increases our risk of litigation and other losses. • We may be subject to substantial liability claims and damage to our brand and reputation if people or property are harmed by the products or services offered through our marketplace. • We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties. • Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers and merchants could be impaired and our business and operating results could be harmed.
In addition, it is possible that governments of one or more countries may seek to censor, or entirely block access to the content available on our websites, mobile applications, or marketing emails. Adverse legal or regulatory developments also could substantially harm our business.
Evolving legal and regulatory standards, as well as changes to platform protections, may increase our exposure to claims related to content created by merchants and consumers. In addition, it is possible that governments of one or more countries may seek to censor, or entirely block access to the content available on our websites, mobile applications, or marketing emails.
Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us or the payment of damages by us. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all.
We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.
Hiring and retaining qualified executives, engineers, sales representatives and other key personnel are critical to our success, and competition can be intense for experienced and well qualified executives and employees, particularly in recent periods.
Hiring and retaining qualified executives, engineers, sales representatives and other key personnel are critical to our success, and competition can be intense for experienced and well qualified executives and employees. Furthermore, we experienced disruption in our business due to the previously announced cost savings plan and significant turnover in our senior management team in 2023.
Failure to comply with existing, expanding or newly enacted U.S. federal, state and international privacy laws and regulations could adversely affect our business. A variety of U.S. federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations.
Failure to comply with existing, expanding or newly enacted U.S. federal, state and international privacy laws and regulations could adversely affect our business. Failure to comply with conflicting and evolving privacy laws could result in significant fines and limit our ability to use consumer data.
We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, and privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties.
Additionally, we are subject to, or voluntarily comply with, laws and regulations related to money laundering, international money transfers, privacy, and information security. Non-compliance could result in civil or criminal penalties.
Further, any such transition could involve significant time and expense and could negatively impact our ability to deliver our products and services, which could harm our financial condition and results of operations. 24 Risks Related to Transactions and Investments Acquisitions, dispositions, joint ventures and strategic investments could result in operating difficulties, dilution and other consequences.
If any of these risks materialize, our operations, financial results, and reputation could be adversely affected. Risks Related to Transactions and Investments Acquisitions, dispositions, joint ventures and strategic investments could result in operating difficulties, dilution and other consequences.

… 167 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+5 added−3 removed8 unchanged
Biggest changeSee Item 1A. - Risk Factors for more information on our cybersecurity risks. The Audit Committee oversees risks pertaining to cybersecurity. A member of our IT and Information Security teams regularly reports to the Audit Committee, and directly to the Board, as appropriate, on the state of our cybersecurity program and provides updates on cybersecurity matters.
Biggest changeA member of our IT and Information Security teams regularly reports to the Audit Committee, and directly to the Board, as appropriate, on the state of our cybersecurity program and provides updates on cybersecurity matters. In addition, our IT and Information Security teams typically conduct an annual cybersecurity review, which is shared with our Board as needed.
We seek to detect and investigate unauthorized attempts and attacks against our network, cloud infrastructure, websites, and mobile applications and to prevent their occurrence and recurrence where practicable through changes or updates to our internal processes and our websites and mobile applications; however, we remain potentially vulnerable to known or unknown threats.
We seek to detect and investigate unauthorized attempts and attacks against our 36 network, cloud infrastructure, websites, and mobile applications and to prevent their occurrence and recurrence where practicable through changes or updates to our internal processes and our websites and mobile applications; however, we remain potentially vulnerable to known or unknown threats.
Specifically, 36 we leverage industry best practices to identify and mitigate data security risks, including but not limited to, utilizing processes and tools to monitor and address email security, the security of our workstations and servers, cloud security, password management, secure file transfers and ransomware protection.
Specifically, we leverage industry best practices to identify and mitigate data security risks, including but not limited to, utilizing processes and tools to monitor and address email security, the security of our workstations and servers, cloud security, password management, secure file transfers and ransomware protection.
Our VP of InfoSec regularly reports directly to the Audit Committee on our cybersecurity program and efforts to prevent, detect, mitigate and remediate issues. In addition, we have an escalation process in place to inform senior management and the Board of material issues.
Our CTO regularly reports directly to the Audit Committee on our cybersecurity program and efforts to prevent, detect, mitigate and remediate issues. In addition, we have an escalation process in place to inform senior management and the Board of material issues.
In addition, our Vice President of Software Engineering typically conducts an annual cybersecurity review with our Board. We employ security practices to protect and maintain the systems located at our cloud hosting providers, invest in intrusion and anomaly detection tools and engage third-party security firms to test the security of our websites and systems.
We employ security practices to protect and maintain the systems located at our cloud hosting providers, invest in intrusion and anomaly detection tools and engage third-party security firms to test the security of our websites and systems.
Protecting our systems, networks, data and confidential information is a priority at Groupon. We are committed to maintaining robust governance and oversight of these risks and implementing mechanisms, controls, technologies and processes designed to help us identify, assess and manage these risks.
We are committed to maintaining robust governance and oversight of these risks and implementing mechanisms, controls, technologies and processes designed to help us identify, assess and manage these risks.
The day to day operations of our cybersecurity risk management program are overseen by our IT and Information Security teams. Our cybersecurity program is run by our Vice President of Engineering for InfoSec, Darren Redmond, who reports to our COO, Filip Popovic. Our COO has served in that position since June 2024. Mr.
The day-to-day operations of our cybersecurity risk management program are overseen by our IT and Information Security teams. Our cybersecurity program is run by our CTO, Ales Drabek, who reports to our CEO, Dusan Senkypl. Ales Drabek joined Groupon as CTO on May 1, 2025, and is based in Munich, leading a team of around 350 people.
Removed
Redmond has served in this position for the last 2 years and has worked at Groupon for over 8 years, and, prior to Groupon, his experience includes serving as the CTO of Knowledge Point, a learning materials management service provider. Our Information Security Officer reports to Mr.
Added
These risks include dependencies on cloud service providers and other third-party technology vendors that support our critical systems and operations. Protecting our systems, networks, data and confidential information is a priority at Groupon.
Removed
Redmond and monitors prevention, detection, mitigation and remediation efforts through regular communication and reporting from professionals in the Information Security team, many of whom hold cybersecurity certifications such as a Certified Information Systems, Security Professional or Certified Information Security Manager, and through the use of technological tools, software and results from third party audits.
Added
The determination of whether a cybersecurity incident is material involves judgment and depends on the specific facts and circumstances at the time of assessment.
Removed
Our Information Security Officer joined Groupon in November 2023, and, prior to Groupon, was previously in Vodafone, based in Hungary. Our Security Manager and Security Operation Center Manager also have extensive experience assessing and managing cybersecurity programs and cybersecurity risk.
Added
This includes enhanced regulatory requirements in the United States and other jurisdictions related to the timing and content of cybersecurity incident disclosures. See Item 1A. Risk Factors for more information on our cybersecurity risks. The Audit Committee oversees risks pertaining to cybersecurity.
Added
He has deep expertise in digital and technology transformation, cloud technologies, eCommerce, B2B & B2C marketplaces, Big Data, and CRM. He was previously CIO at Lampenwelt GmbH, where he led a full technology modernization and AI initiatives across European marketplaces.
Added
Before that, as Chief Digital & Disruption Officer at Conrad Electronic SE, he launched one of Europe’s first B2B marketplaces and built an IoT platform for home automation. He also held leadership roles at Metro Cash & Carry International, driving digital transformation and customer-focused tech solutions.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeITEM 2. PROPERTIES As of December 31, 2024, we owned no property and leased 16 facilities throughout the world. Our corporate headquarters is located in Chicago, Illinois.
Biggest changeITEM 2. PROPERTIES As of December 31, 2025, we owned no property and leased 16 facilities throughout the world. Our corporate headquarters is located in Chicago, Illinois.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−1 removed1 unchanged
Biggest changeThe timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the 2026 Notes and 2027 Notes, share price, available cash and other factors, and the share repurchase program may be terminated at any time. We will fund the repurchases, if any, through cash on hand and future cash flows.
Biggest changeAs of December 31, 2025, up to $245.0 million of Common Stock remained available for purchase under our program. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the Notes, share price, available cash and other factors, and the share repurchase program may be terminated at any time.
The graph set forth below compares the cumulative total return on our Common Stock with the cumulative total return of the Nasdaq Composite Index and the Nasdaq 100 Index, resulting from an initial investment of $100 in each and assuming the reinvestment of any dividends, based on closing prices on the last trading day of each year end period for 2020, 2021, 2022, 2023, and 2024. 39
The graph set forth below compares the cumulative total return on our Common Stock with the cumulative total return of the Nasdaq Composite Index and the Nasdaq 100 Index, resulting from an initial investment of $100 in each and assuming the reinvestment of any dividends, based on closing prices on the last trading day of each year end period for 2021, 2022, 2023, 2024, and 2025. 39
Issuer Purchases of Equity Securities In May 2018, the Board authorized us to repurchase up to $300.0 million of our Common Stock under our share repurchase program. During the year ended December 31, 2024, we did not purchase any shares under the repurchase program.
Issuer Purchases of Equity Securities In May 2018, the Board authorized us to repurchase up to $300.0 million of our Common Stock under our share repurchase program. During the year ended December 31, 2025, we did not purchase any shares under the repurchase program.
Since the inception of our share repurchase programs in August 2013 through December 31, 2024, we have repurchased 10,294,117 shares of our Common Stock for an aggregate purchase price of $922.7 million (including fees and commissions).
Since the inception of our share repurchase programs in August 2013 through December 31, 2025, we have repurchased 10,294,117 shares of our Common Stock for an aggregate purchase price of $922.7 million (including fees and commissions).
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock has been listed on the NASDAQ Global Select Market under the symbol "GRPN" since November 4, 2011. We do not anticipate to pay cash dividends in the foreseeable future.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock has been listed on the NASDAQ Global Select Market under the symbol "GRPN" since November 4, 2011. We do not anticipate paying cash dividends in the foreseeable future.
Holders As of March 6, 2025, there were 86 holders of record of our Common Stock. Each holder of our Common Stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders. Recent Sales of Unregistered Securities During the year ended December 31, 2024, we did not issue any unregistered equity securities.
Holders As of March 6, 2026, there were 76 holders of record of our Common Stock. Each holder of our Common Stock is entitled to one vote per share on any matter that is submitted to a vote of stockholders. Recent Sales of Unregistered Securities During the year ended December 31, 2025, we did not issue any unregistered equity securities.
Repurchases will be made in compliance with SEC rules and other legal requirements and may be made in part under a Rule 10b5-1 plan, which permits stock repurchases when we might otherwise be precluded from doing so.
We will fund the repurchases, if any, through cash on hand and future cash flows. Repurchases will be made in compliance with SEC rules and other legal requirements and may be made in part under a Rule 10b5-1 plan, which permits stock repurchases when we might otherwise be precluded from doing so.
The following table provides information about purchases of shares of our Common Stock during the three months ended December 31, 2024 related to shares withheld upon vesting of restricted stock units for minimum tax withholding obligations: Date Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program October 1-31, 2024 2,807 $ 10.69 — — November 1-30, 2024 3,194 8.45 — — December 1-31, 2024 1,373 9.47 — — Total 7,374 $ 9.49 — — (1) Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards. 38 Stock Performance Graph This performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Groupon, Inc. under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The following table provides information about purchases of shares of our Common Stock during the three months ended December 31, 2025 related to shares withheld upon vesting of RSUs and PSUs for minimum tax withholding obligations: Date Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under Program October 1-31, 2025 1,655 $ 21.20 — — November 1-30, 2025 3,012 15.60 — — December 1-31, 2025 28,269 31.52 — — Total 32,936 $ 29.55 — — (1) Total number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of stock-based compensation awards. 38 Stock Performance Graph This performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Groupon, Inc. under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Removed
As of December 31, 2024, up to $245.0 million of Common Stock remained available for purchase under our program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

71 edited+24 added−26 removed41 unchanged
Biggest changeMarketing and Contribution Profit North America marketing and contribution profit for the years ended December 31, 2024 and 2023 were as follows (dollars in thousands): Year Ended December 31, % Change 2024 2023 2024 vs 2023 Marketing $ 113,096 $ 73,178 54.5 % % of Revenue 30.1 % 19.3 % Contribution Profit $ 225,068 $ 255,815 (12.0) % Comparison of the Years Ended December 31, 2024 and 2023: North America marketing expense and marketing expense as a percentage of revenue increased for the year ended December 31, 2024 compared with the prior year period, primarily driven by an increased investment in our performance marketing campaigns. 45 North America contribution profit decreased for the year ended December 31, 2024 compared with the prior year period, primarily due to an increase in marketing expense. 46 International Operating Metrics International segment gross billings, units and TTM active customers for the years ended December 31, 2024 and 2023 were as follows (in thousands, except percentages): Year Ended December 31, % Change 2024 2023 2024 vs 2023 Gross billings Local $ 332,795 $ 380,797 (12.6) % Goods 60,530 80,062 (24.4) Travel 32,106 42,953 (25.3) Total gross billings $ 425,431 $ 503,812 (15.6) Units Local 10,764 13,032 (17.4) % Goods 1,688 2,866 (41.1) Travel 180 241 (25.2) Total units 12,632 16,139 (21.7) TTM Active customers 5,143 6,210 (17.2) % Comparison of the Years Ended December 31, 2024 and 2023: International gross billings, units and TTM active customers decreased by $78.4 million, 3.5 million and 1.1 million for the year ended December 31, 2024 compared with the prior year period.
Biggest changeNorth America contribution profit remained relatively flat for the year ended December 31, 2025, compared with the prior year period, as the increase in marketing expense was largely offset by the increase in gross profit. 46 International Operating Metrics International segment gross billings, units and TTM active customers for the years ended December 31, 2025 and 2024 were as follows (in thousands, except percentages): Year Ended December 31, % Change 2025 2024 2025 vs 2024 Gross billings Local $ 328,964 $ 332,795 (1.2) % Goods 53,172 60,530 (12.2) Travel 29,440 32,106 (8.3) Total gross billings $ 411,576 $ 425,431 (3.3) Units Local 10,601 10,764 (1.5) % Goods 1,290 1,688 (23.6) Travel 174 180 (3.3) Total units 12,065 12,632 (4.5) TTM Active customers 5,178 5,143 0.7 % Comparison of the Years Ended December 31, 2025 and 2024: International gross billings and units decreased by $13.9 million and 0.6 million, respectively, while TTM active customers remained flat for the year ended December 31, 2025 compared with the prior year period.
Therefore, we believe it is important to view free cash flow as a complement to our Consolidated Statements of Cash Flows. For a reconciliation of free cash flow to the most comparable GAAP financial measure, see Liquidity and Capital Resources below. Foreign currency exchange rate neutral operating results .
Therefore, we believe it is important to view free cash flow as a complement to our Consolidated Statements of Cash Flows. For a reconciliation of free cash flow to the most comparable GAAP financial measure, see Liquidity and Capital Resources below. 51 Foreign currency exchange rate neutral operating results .
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 to evaluate operating performance, generate future operating plans and make strategic decisions.
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 to evaluate operating performance, generate future operating plans and make 50 strategic decisions.
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.
We 41 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.
While the basis of our estimates is historical data, customer behavior may not always be predictable. If actual refunds or redemptions differ from our estimates, the effects could be material to the Consolidated Financial Statements. See Item 8, Note 2, Summary of Significant Accounting Policies and Note 12, Revenue Recognition , for information about our revenue recognition accounting policies.
While the basis of our estimates is historical data, customer behavior may not always be predictable. If actual refunds or redemptions differ from our estimates, the effects could be material to the Consolidated Financial Statements. See Item 8, Note 2, Summary of Significant Accounting Policies and Note 13, Revenue Recognition , for information about our revenue recognition accounting policies.
We evaluate SG&A expense as a percentage of gross profit because it gives us an indication of our operating efficiency. • Restructuring and related charges represent severance and benefit costs for workforce reductions, impairments and other facilities-related costs and professional advisory fees. See Item 8, Note 13, Restructuring and Related Charges , for additional information about our restructuring plans.
We evaluate SG&A expense as a percentage of gross profit because it gives us an indication of our operating efficiency. • Restructuring and related charges represent severance and benefit costs for workforce reductions, impairments and other facilities-related costs and professional advisory fees. See Item 8, Note 14, Restructuring and Related Charges , for additional information about our restructuring plans.
For further information and a reconciliation to Net income (loss), refer to our discussion under Non-GAAP Financial Measures in the Results of Operations section. • Free cash flow is a non-GAAP financial measure that comprises Net cash provided by (used in) operating activities from operations less purchases of property and equipment and capitalized software.
For further information and a reconciliation to Net income (loss) from continuing operations, refer to our discussion under Non-GAAP Financial Measures in the Results of Operations section. • Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software.
Overview Groupon is a global scaled two-sided marketplace that connects consumers to merchants. Consumers access our marketplace through our mobile applications and our websites. We operate in two segments, North America and International, and in three categories, Local, Goods and Travel. See Item 8, Note 18, Segment and Geographical Information, for additional information.
Overview Groupon is a global scaled two-sided marketplace that connects consumers to merchants. Consumers access our marketplace through our mobile applications and our websites. We operate in two segments, North America and International, and in three categories, Local, Goods and Travel. See Item 8, Note 19, Segment and Geographical Information, for additional information.
For further discussion regarding operating and financial data for the year ended December 31, 2023 as compared to the year ended December 31, 2022, refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
For further discussion regarding operating and financial data for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2024. Critical Accounting Estimates Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP.
Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2025. Critical Accounting Estimates Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP.
We have been, and may continue to be, impacted by adverse consequences of the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, tariff policy, labor shortages, supply chain challenges and changes in consumer and merchant behavior.
We have been, and may continue to be, impacted by adverse consequences of the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, tariff and other trade policy, labor shortages, supply chain challenges and changes in consumer and merchant behavior.
See Item 8, Note 14, Income Taxes , for additional information relating to tax audits and assessments and regulatory and legal developments that may impact our business and results of operations in the future.
See Item 8, Note 15, Income Taxes , for additional information relating to tax audits and assessments and regulatory and legal developments that may impact our business and results of operations in the future.
In May 2018, the Board authorized us to repurchase up to $300.0 million of our Common Stock under our share repurchase program. As of December 31, 2024, up to $245.0 million of Common Stock remained available for purchase under our program.
In May 2018, the Board authorized us to repurchase up to $300.0 million of our Common Stock under our share repurchase program. As of December 31, 2025, up to $245.0 million of Common Stock remained available for purchase under our program.
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.
Adjusted EBITDA is a non-GAAP performance measure that we define as Net income (loss) from continuing operations 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.
See Item 8, Note 3, Property, Equipment and Software, Net, Note 4, Goodwill and Other Intangible Assets, Note 5, Investments and Note 8 , Leases for more information about our impairment assessments. Future changes in our assumptions or the interrelationship of the assumptions described above may negatively impact future valuations.
See Item 8, Note 4, Property, Equipment and Software, Net, Note 5, Goodwill and Other Intangible Assets, Note 6, Investments and Note 9 , Leases for more information about our impairment assessments. Future changes in our assumptions or the interrelationship of the assumptions described above may negatively impact future valuations.
For the years ended December 31, 2024 and 2023, we continue to maintain a full valuation allowance against all U.S. federal and state deferred tax assets.
For the years ended December 31, 2025 and 2024, we continue to maintain a full valuation allowance against all U.S. federal and state deferred tax assets.
See Item 8, Note 2, Summary of Significant Accounting Policies , and Note 14, Income Taxes , for information about our income tax accounting policies. Recently Issued Accounting Standards For a description of recently issued accounting standards, please see Item 8, Note 2, Summary of Significant Accounting Policies. 56
See Item 8, Note 2, Summary of Significant Accounting Policies , and Note 15, Income Taxes , for information about our income tax accounting policies. Recently Issued Accounting Standards For a description of recently issued accounting standards, please see Item 8, Note 2, Summary of Significant Accounting Policies. 56
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. However, Adjusted EBITDA is not intended to be a substitute for Net income (loss).
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. However, Adjusted EBITDA is not intended to be a substitute for Net income (loss) from continuing operations.
In addition, we retained access to letters of credit, originally available under the Credit Agreement. See Item 8, Note 7, Financing Arrangements, for additional information regarding the Credit Agreement and Item 8, Note 10 , Stockholders' Equity (Deficit), for additional information regarding the Rights Offering.
In addition, we retained access to letters of credit, originally available under the Credit Agreement. See Item 8, Note 8, Financing Arrangements, for additional information regarding the Credit Agreement and Item 8, Note 11 , Stockholders' Equity (Deficit), for additional information regarding the Rights Offering.
See Item 8, Note 18, Segment and Geographical Information , for additional information. • Adjusted EBITDA is a non-GAAP financial 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.
See Item 8, Note 19, Segment and Geographical Information , for additional information. • Adjusted EBITDA is a non-GAAP financial measure that we define as Net income (loss) from continuing operations 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.
We used the $20.0 million of the cash proceeds to offset the cash outflows associated with the debt issuance costs as well as general corporate purposes. The 2027 Notes bear interest at a rate of 6.25% per annum, payable semi-annually commencing March 15, 2025 and will mature March 15, 2027, subject to earlier repurchase or conversion.
We used the $20.0 million of the cash proceeds to offset the cash outflows associated with the debt issuance costs as well as general corporate purposes. The 2027 Notes bear interest at a rate of 6.25% per annum, payable semi-annually March 15 and September 15 of each year, and will mature March 15, 2027, subject to earlier repurchase or conversion.
Merchants can withdraw their offerings from our marketplace at any time, and their willingness to continue offering services through our marketplace depends on the effectiveness of our marketplace offering. We are focused on improving our marketplace offering and merchant value proposition by exploring opportunities to better balance the needs of merchant partners, customers and Groupon. Acquiring and retaining customers .
Merchants can withdraw their offerings from our marketplace at any time, and their willingness to continue offering services through our marketplace depends on the effectiveness of our marketplace offering. We continue to focus on improving our marketplace offering and merchant value proposition by exploring opportunities to better balance the needs of merchant partners, customers and Groupon.
From the issuance, we (i) exchanged $176.3 million aggregate principal amount of the 2026 Notes and (ii) issued and sold to certain Offering Participants $21.0 million additional principal amount of the 2027 Notes for gross cash proceeds of $20.0 million.
On November 19, 2024, we issued $197.3 million aggregate principal amount of 2027 Notes. From the issuance, we (i) exchanged $176.3 million aggregate principal amount of the 2026 Notes and (ii) issued and sold to certain 2027 Notes Offering Participants $21.0 million additional principal amount of the 2027 Notes for gross cash proceeds of $20.0 million.
Repurchases will be made in compliance with SEC rules and other legal requirements and may be made, in part, under a Rule 10b5-1 plan, which permits share repurchases when we might otherwise be precluded from doing so. 54 Contractual Obligations and Commitments For additional information on our commitments for other financing arrangements, future lease payments and purchase obligations, see Item 8, Note 7, Financing Arrangements , Note 8, Leases and Note 9, Commitments and Contingencies, for additional information.
Repurchases will be made in compliance with SEC rules and other legal requirements and may be made, in part, under a Rule 10b5-1 plan, which permits share repurchases when we might otherwise be precluded from doing so. 54 Contractual Obligations and Commitments For additional information on our commitments for other financing arrangements and purchase obligations, see Item 8, Note 8, Financing Arrangements, Note 9, Leases, Note 10, Commitments and Contingencies and Note 15, Income Taxes , for additional information.
We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow, 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.
We use free cash flow to conduct and evaluate our business because, although it is similar to Net cash provided by (used in) from continuing 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.
(2) Represents the increase or decrease in the reported amount resulting from changes in exchange rates from those in effect in the prior year period. Liquidity and Capital Resources Our principal source of liquidity is our cash balance totaling $228.8 million as of December 31, 2024.
(2) Represents the increase or decrease in the reported amount resulting from changes in exchange rates from those in effect in the prior year period. Liquidity and Capital Resources Our principal source of liquidity is our cash balance totaling $296.1 million as of December 31, 2025.
Gain on sale of assets increased for the year ended December 31, 2024 compared with the prior year period, primarily due to a gain from the sale of certain intangible assets. See Item 8, Note 4, Goodwill and Other Intangible Assets, for additional information.
Gain on sale of assets decreased for the year ended December 31, 2025 compared with the prior year period, primarily due to a gain from the sale of certain intangible assets in 2024. See Item 8, Note 5, Goodwill and Other Intangible Assets, for additional information.
(3) The Foreign VAT assessments adjustment excludes related interest expense of $1.8 million for the year ended December 31, 2024 as the interest expense is included within Other (income) expense, net. Refer to Item 8, Note 9, Commitments and Contingencies for additional information.
Refer to Item 8, Note 12, Compensation Arrangements, for additional information. (2) The Foreign VAT assessments adjustment excludes related interest expense of $1.8 million for the year ended December 31, 2024 as the interest expense is included within Other (income) expense, net. Refer to Item 8, Note 10, Commitments and Contingencies for additional information.
Our gross billings, units and TTM active customers for the years ended December 31, 2024 and 2023 were as follows (in thousands): Year Ended December 31, 2024 2023 Gross billings $ 1,558,203 $ 1,645,058 Units 36,640 41,368 TTM Active customers 15,432 16,501 Financial Metrics • Revenue is earned through transactions which we generate commissions by selling goods or services on behalf of third-party merchants.
Our gross billings, units and TTM active customers for the years ended December 31, 2025 and 2024 were as follows (in thousands): Year Ended December 31, 2025 2024 Gross billings $ 1,665,755 $ 1,558,203 Units 36,826 36,640 TTM Active customers 16,229 15,432 Financial Metrics • Revenue is earned through transactions for which we generate commissions by selling goods or services on behalf of third-party merchants.
Our free cash flow for the years ended December 31, 2024 and 2023 and reconciliations to the most comparable GAAP financial measure, Net cash provided by (used in) operating activities, for those periods are as follows (in thousands): Year Ended December 31, 2024 2023 Net cash provided by (used in) operating activities $ 55,894 $ (77,985) Purchases of property and equipment and capitalized software (15,333) (19,285) Free cash flow $ 40,561 $ (97,270) Our revenue-generating transactions are primarily structured such that we collect cash up-front from customers and pay third-party merchants at a later date, either based upon the customer's redemption of the related voucher or fixed payment terms, which are generally biweekly, throughout the term of the merchant's offering.
Our free cash flow for the years ended December 31, 2025 and 2024 and reconciliations to the most comparable GAAP financial measure, Net cash provided by (used in) operating activities from continuing operations, for those periods are as follows (in thousands): Year Ended December 31, 2025 2024 Net cash provided by (used in) operating activities from continuing operations $ 64,498 $ 55,894 Purchases of property and equipment and capitalized software from continuing operations (14,624) (15,333) Free cash flow $ 49,874 $ 40,561 Our revenue-generating transactions are primarily structured such that we collect cash up-front from customers and pay third-party merchants at a later date, either based upon the customer's redemption of the related voucher or fixed payment terms, which are generally weekly, throughout the term of the merchant's offering.
To acquire and retain customers to drive higher volumes on our platform from new and existing customers, we are focused on strengthening our product offering, improving the attractiveness of our offerings, and enhancing the performance of our marketing campaigns. Impact of macroeconomic conditions .
Acquiring and retaining customers . To acquire and retain customers to drive higher volumes on our platform from new and existing customers, we continue to focus on strengthening our product offerings, improving the attractiveness of our offerings, and enhancing the performance of our marketing campaigns. Impact of macroeconomic conditions .
Those non-GAAP financial measures are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management.
Those non-GAAP financial measures, which are presented on a continuing 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.
Net cash provided by (used in) financing activities For the year ended December 31, 2024, our net cash provided by financing activities was $47.8 million as compared with net cash used in financing activities of $35.7 million in the prior period.
Net cash provided by (used in) financing activities For the year ended December 31, 2025, our net cash used in financing activities from continuing operations was $7.5 million as compared with net cash provided by financing activities from continuing operations of $47.8 million in the prior period.
See Item 1, Note 14, Income Taxes, for additional information. 52 Our net cash flows from operating, investing and financing activities for the years ended December 31, 2024 and 2023 were as follows (in thousands): Year Ended December 31, 2024 2023 Cash provided by (used in): Operating activities $ 55,894 $ (77,985) Investing activities (6,812) (1,397) Financing activities $ 47,790 $ (35,690) Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities, less purchases of property and equipment and capitalized software.
See Item 1, Note 15, Income Taxes, for additional information. 52 Our net cash flows from operating, investing and financing activities from continuing operations for the years ended December 31, 2025 and 2024 were as follows (in thousands): Year Ended December 31, 2025 2024 Cash provided by (used in): Operating activities $ 64,498 $ 55,894 Investing activities 6,423 (6,812) Financing activities $ (7,510) $ 47,790 Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities, less purchases of property and equipment and capitalized software.
Net cash provided by (used in) operating activities For the year ended December 31, 2024, our net cash provided by operating activities was $55.9 million as compared with net cash used in operating activities of $78.0 million in the prior period.
Net cash provided by (used in) operating activities For the year ended December 31, 2025, our net cash provided by operating activities from continuing operations was $64.5 million as compared with net cash provided by operating activities from continuing operations of $55.9 million in the prior period.
For the years ended December 31, 2024 and 2023, special charges and credits included charges related to our Italy, 2022 and 2020 Restructuring Plans, gain on sale of assets and foreign VAT assessments.
For the years ended December 31, 2025 and 2024, special charges and credits included charges related to our Italy Restructuring Plan, 2022 Restructuring Plan and 2020 Restructuring Plan, as well as gain on sale of assets, gain on sale of business, loss on extinguishment of debt and foreign VAT assessments.
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.
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. Those measures are intended to facilitate comparisons to our historical performance.
From time to time, we have offerings from well-known national merchants for customer acquisition and activation purposes, for which the amount we owe the merchant for each voucher sold exceeds the transaction price paid by the customer.
We record these costs within Marketing on the Consolidated Statements of Operations when incurred. From time to time, we have offerings from well-known national merchants for customer acquisition and activation purposes, for which the amount we owe the merchant for each voucher sold exceeds the transaction price paid by the customer.
To minimize the impact of macroeconomic conditions on our business, we are focusing on building long-term relationships with local merchants to enhance our inventory selection, improving the customer experience through inventory curation and expanding convenience in order to drive customer demand and purchase frequency. 43 Results of Operations North America Operating Metrics North America segment gross billings, units and TTM active customers for the years ended December 31, 2024 and 2023 were as follows (in thousands, except percentages): Year Ended December 31, % Change 2024 2023 2024 vs 2023 Gross billings Local $ 999,836 $ 971,313 2.9 % Goods 53,589 88,987 (39.8) Travel 79,347 80,946 (2.0) Total gross billings $ 1,132,772 $ 1,141,246 (0.7) Units Local 21,805 21,483 1.5 % Goods 1,882 3,412 (44.8) Travel 321 334 (3.9) Total units 24,008 25,229 (4.8) TTM Active customers 10,289 10,291 — % Comparison of the Years Ended December 31, 2024 and 2023: North America gross billings and units decreased by $8.5 million and 1.2 million, while TTM active customers remained flat for the year ended December 31, 2024 compared with the prior year period.
To minimize the impact of macroeconomic conditions on our business, and to create value for our merchants and customers, we are focusing on building long-term relationships with local merchants to enhance our inventory selection, improving the customer experience through inventory curation and expanding convenience in order to drive customer demand and purchase frequency. 43 Results of Operations North America Operating Metrics North America segment gross billings, units and TTM active customers for the years ended December 31, 2025 and 2024 were as follows (in thousands, except percentages): Year Ended December 31, % Change 2025 2024 2025 vs 2024 Gross billings Local $ 1,142,285 $ 999,836 14.2 % Goods 34,077 53,589 (36.4) Travel 77,817 79,347 (1.9) Total gross billings $ 1,254,179 $ 1,132,772 10.7 Units Local 23,516 21,805 7.8 % Goods 943 1,882 (49.9) Travel 302 321 (5.9) Total units 24,761 24,008 3.1 TTM Active customers 11,051 10,289 7.4 % Comparison of the Years Ended December 31, 2025 and 2024: North America gross billings, units and TTM active customers increased by $121.4 million, 0.8 million and 0.8 million, respectively, for the year ended December 31, 2025 compared with the prior year period.
Other Liquidity and Capital Resource matters As of December 31, 2024, we had $85.7 million in cash held by our international subsidiaries, which is primarily denominated in British Pounds Sterling, Euros, Indian Rupees and Australian dollars.
See Item 8, Note 8, Financing Arrangements, for additional information regarding the Notes. Other Liquidity and Capital Resource matters As of December 31, 2025, we had $72.7 million in cash held by our international subsidiaries, which is primarily denominated in British Pounds Sterling, Euros, Indian Rupees and Australian dollars.
How We Measure Our Business We use several operating and financial metrics to assess the progress of our business and make strategic decisions. Certain of the financial metrics are reported in accordance with GAAP and certain of those metrics are considered non-GAAP financial measures.
Certain of the financial metrics are reported in accordance with GAAP and certain of those metrics are considered non-GAAP financial measures. As our business evolves, we may make changes to the key financial and operating metrics that we use to measure our business.
In addition, there was a $3.4 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates. 47 Financial Metrics International segment revenue, cost of revenue and gross profit for the years ended December 31, 2024 and 2023 were as follows (dollars in thousands): Year Ended December 31, % Change 2024 2023 2024 vs 2023 Revenue Local $ 99,333 $ 111,543 (10.9) % Goods 10,929 14,961 (27.0) Travel 6,223 8,454 (26.4) Total revenue $ 116,485 $ 134,958 (13.7) Cost of revenue Local $ 7,889 $ 9,903 (20.3) % Goods 1,691 2,305 (26.6) Travel 763 1,079 (29.3) Total cost of revenue $ 10,343 $ 13,287 (22.2) Gross profit Local $ 91,444 $ 101,640 (10.0) % Goods 9,238 12,656 (27.0) Travel 5,460 7,375 (26.0) Total gross profit $ 106,142 $ 121,671 (12.8) % of Consolidated revenue 23.6 % 26.2 % % of Consolidated cost of revenue 21.4 20.7 % of Consolidated gross profit 23.9 27.0 Comparison of the Years Ended December 31, 2024 and 2023: International revenue, cost of revenue and gross profit decreased by $18.5 million, $2.9 million and $15.5 million for the year ended December 31, 2024 compared with the prior year period.
In addition, there was a $15.3 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates. 47 Financial Metrics International segment revenue, cost of revenue and gross profit for the years ended December 31, 2025 and 2024 were as follows (in thousands, except percentages): Year Ended December 31, % Change 2025 2024 2025 vs 2024 Revenue Local $ 97,506 $ 99,333 (1.8) % Goods 9,561 10,929 (12.5) Travel 5,524 6,223 (11.2) Total revenue $ 112,591 $ 116,485 (3.3) Cost of revenue Local $ 9,505 $ 7,889 20.5 % Goods 1,527 1,691 (9.7) Travel 739 763 (3.1) Total cost of revenue $ 11,771 $ 10,343 13.8 Gross profit Local $ 88,001 $ 91,444 (3.8) % Goods 8,034 9,238 (13.0) Travel 4,785 5,460 (12.4) Total gross profit $ 100,820 $ 106,142 (5.0) % of Consolidated revenue 22.6 % 23.6 % % of Consolidated cost of revenue 25.7 21.4 % of Consolidated gross profit 22.3 23.9 Comparison of the Years Ended December 31, 2025 and 2024: International revenue and gross profit decreased by $3.9 million and $5.3 million, respectively, while cost of revenue increased by $1.4 million for the year ended December 31, 2025 compared with the prior year period.
The Local category growth is offset by a de-emphasis on our Goods category evidenced by a decrease of our Goods active customers that resulted in fewer unit sales and lower gross billings year over year. 44 Financial Metrics North America segment revenue, cost of revenue and gross profit for the years ended December 31, 2024 and 2023 were as follows (dollars in thousands): Year Ended December 31, % Change 2024 2023 2024 vs 2023 Revenue Local $ 350,876 $ 346,962 1.1 % Goods 10,990 18,436 (40.4) Travel 14,206 14,554 (2.4) Total revenue $ 376,072 $ 379,952 (1.0) Cost of revenue Local $ 34,070 $ 44,199 (22.9) % Goods 1,405 3,276 (57.1) Travel 2,433 3,484 (30.2) Total cost of revenue $ 37,908 $ 50,959 (25.6) Gross profit Local $ 316,806 $ 302,763 4.6 % Goods 9,585 15,160 (36.8) Travel 11,773 11,070 6.4 Total gross profit $ 338,164 $ 328,993 2.8 % of Consolidated revenue 76.4 73.8 % of Consolidated cost of revenue 78.6 79.3 % of Consolidated gross profit 76.1 73.0 Comparison of the Years Ended December 31, 2024 and 2023: North America revenue and cost of revenue decreased by $3.9 million and $13.1 million while gross profit increased by $9.2 million for the year ended December 31, 2024 compared with the prior year period.
The Local category growth is partially offset by a de-emphasis on our Goods category evidenced by a decrease of our Goods active customers that resulted in fewer unit sales and lower gross billings year over year in the Goods category. 44 Financial Metrics North America segment revenue, cost of revenue and gross profit for the years ended December 31, 2025 and 2024 were as follows (in thousands, except percentages): Year Ended December 31, % Change 2025 2024 2025 vs 2024 Revenue Local $ 366,787 $ 350,876 4.5 % Goods 5,484 10,990 (50.1) Travel 13,560 14,206 (4.5) Total revenue $ 385,831 $ 376,072 2.6 Cost of revenue Local $ 31,695 $ 34,070 (7.0) % Goods 705 1,405 (49.8) Travel 1,712 2,433 (29.6) Total cost of revenue $ 34,112 $ 37,908 (10.0) Gross profit Local $ 335,092 $ 316,806 5.8 % Goods 4,779 9,585 (50.1) Travel 11,848 11,773 0.6 Total gross profit $ 351,719 $ 338,164 4.0 % of Consolidated revenue 77.4 % 76.4 % % of Consolidated cost of revenue 74.3 78.6 % of Consolidated gross profit 77.7 76.1 Comparison of the Years Ended December 31, 2025 and 2024: North America revenue and gross profit increased by $9.8 million, and $13.6 million, respectively, while cost of revenue decreased by $3.8 million for the year ended December 31, 2025 compared with the prior year period.
Net cash provided by (used in) investing activities For the year ended December 31, 2024, our net cash used in investing activities was $6.8 million as compared with net cash used in investing activities of $1.4 million in the prior period.
Further we have seen increased revenue and billings growth year-over-year. Net cash provided by (used in) investing activities For the year ended December 31, 2025, our net cash provided by investing activities from continuing operations was $6.4 million as compared with net cash used in investing activities from continuing operations of $6.8 million in the prior period.
Refer to Item 8, Note 5, Investments, for additional information. Free cash flow . Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities less purchases of property and equipment and capitalized software.
Free cash flow is a non-GAAP liquidity measure that comprises Net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software.
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 do not include purchases with retailers using digital coupons accessed through our websites or mobile applications in our units metric.
However, we are focused on achieving long-term gross profit and EBITDA growth. • 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.
Tracking gross billings also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants. • 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.
See Item 8, Note 5, Investments, for additional information. 49 Consolidated Provision (Benefit) for Income Taxes Comparison of the Years Ended December 31, 2024 and 2023: Provision (benefit) for income taxes for the years ended December 31, 2024 and 2023 was as follows (dollars in thousands): Year Ended December 31, % Change 2024 2023 2024 vs 2023 Provision (benefit) for income taxes $ 26,123 $ 9,508 174.7 % Effective tax rate (86.0) % (21.9) % Our U.S.
Consolidated Provision (Benefit) for Income Taxes Comparison of the Years Ended December 31, 2025 and 2024: Provision (benefit) for income taxes for the years ended December 31, 2025 and 2024 was as follows (in thousands, except percentages): Year Ended December 31, % Change 2025 2024 2025 vs 2024 Provision (benefit) for income taxes $ 35,625 $ 26,123 36.4 % Effective tax rate (78.4) % (86.0) % Our U.S.
For further information and a reconciliation to Net cash provided by (used in) operating activities, refer to our discussion in the Liquidity and Capital Resources section. 42 The following table presents the above financial metrics for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 2023 Revenue $ 492,557 $ 514,910 Gross profit 444,306 450,664 Contribution profit 300,099 340,159 Adjusted EBITDA 69,308 55,453 Free cash flow 40,561 (97,270) Operating Expenses • Marketing expense consists primarily of online marketing costs, such as search engine marketing, advertising on social networking sites and affiliate programs, and offline marketing costs, such as television.
The following table presents the above financial metrics for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Revenue $ 498,422 $ 492,557 Gross profit 452,539 444,306 Contribution profit 286,684 300,099 Adjusted EBITDA 69,332 69,308 Free cash flow 49,874 40,561 Operating Expenses • Marketing expense consists primarily of online marketing costs, such as search engine marketing, advertising on social networking sites and affiliate programs, and offline marketing costs, such as television. 42 Additionally, compensation expense for marketing employees is classified within Marketing expense.
Marketing and Contribution Profit International marketing and contribution profit for the years ended December 31, 2024 and 2023 were as follows (dollars in thousands): Year Ended December 31, % Change 2024 2023 2024 vs 2023 Marketing $ 31,111 $ 37,327 (16.7) % % of Revenue 26.7 % 27.7 % Contribution Profit $ 75,031 $ 84,344 (11.0) % Comparison of the Years Ended December 31, 2024 and 2023: International marketing expense and marketing expense as a percentage of revenue decreased for the year ended December 31, 2024 compared to the prior year period, primarily due to traffic declines and a lower investment in our online marketing spend.
Marketing and Contribution Profit International marketing and contribution profit for the years ended December 31, 2025 and 2024 were as follows (in thousands, except percentages): Year Ended December 31, % Change 2025 2024 2025 vs 2024 Marketing $ 38,247 $ 31,111 22.9 % % of Revenue 34.0 % 26.7 % Contribution Profit $ 62,573 $ 75,031 (16.6) % 48 Comparison of the Years Ended December 31, 2025 and 2024: International marketing expense increased for the year ended December 31, 2025 compared to the prior year period, primarily due to increased investment in our online marketing spend to drive customer acquisition and demand growth.
Operating Metrics • 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.
For further information and reconciliations to the most applicable financial measures under GAAP, refer to our discussion under Non-GAAP Financial Measures in the Results of Operations section. Operating Metrics • 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.
Federal income tax rate was 21% for the years ended December 31, 2024 and 2023. The primary factors impacting the effective tax rate for the years ended December 31, 2024 and 2023 were the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets.
The primary factors impacting the effective tax rate for the years ended December 31, 2025 and 2024 were the pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets, including U.S. pre-tax losses due to a loss on extinguishment of debt and the tax settlement expense for the Italy 2012 and 2017 Assessments.
Those measures are intended to facilitate comparisons to our historical performance. 51 The following table represents the effect on our Consolidated Statements of Operations from changes in exchange rates versus the U.S. dollar for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 Year Ended December 31, 2023 At Avg. 2023 Rates (1) Exchange Rate Effect (2) As Reported At Avg. 2022 Rates (1) Exchange Rate Effect (2) As Reported Gross billings $ 1,554,825 $ 3,378 $ 1,558,203 $ 1,637,091 $ 7,967 $ 1,645,058 Revenue 491,600 957 492,557 512,576 2,334 514,910 Cost of revenue 48,201 50 48,251 64,014 232 64,246 Gross profit 443,399 907 444,306 448,562 2,102 450,664 Marketing 144,144 63 144,207 109,600 905 110,505 Selling, general and administrative 294,628 771 295,399 347,683 2,722 350,405 Restructuring charges 959 107 1,066 8,183 (177) 8,006 (Gain) on sale of assets (5,160) — (5,160) — — — Income (loss) from operations $ 8,828 $ (34) $ 8,794 $ (16,904) $ (1,348) $ (18,252) (1) Represents the financial statement balances that would have resulted had exchange rates in the reporting period been the same as those in effect in the prior year period.
The following table represents the effect on our Consolidated Statements of Operations from changes in exchange rates versus the U.S. dollar for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 Year Ended December 31, 2024 At Avg. 2024 Rates (1) Exchange Rate Effect (2) As Reported At Avg. 2023 Rates (1) Exchange Rate Effect (2) As Reported Gross billings $ 1,650,458 $ 15,297 $ 1,665,755 $ 1,554,825 $ 3,378 $ 1,558,203 Revenue 494,118 4,304 498,422 491,600 957 492,557 Cost of revenue 45,424 459 45,883 48,201 50 48,251 Gross profit 448,694 3,845 452,539 443,399 907 444,306 Marketing 164,054 1,801 165,855 144,144 63 144,207 Selling, general and administrative 271,341 2,387 273,728 294,628 771 295,399 Long-lived asset impairment 2 (2) — — — — (Gain) on sale of assets — — — (5,160) — (5,160) (Gain) on sale of business (10,176) (474) (10,650) — — — Restructuring and related charges (credits) (19) (15) (34) 959 107 1,066 Income (loss) from operations $ 23,492 $ 148 $ 23,640 $ 8,828 $ (34) $ 8,794 (1) Represents the financial statement balances that would have resulted had exchange rates in the reporting period been the same as those in effect in the prior year period.
International contribution profit decreased for the year ended December 31, 2024 compared with the prior year period, primarily due to a decrease in revenue. 48 Consolidated Operating Expenses Operating expenses for the years ended December 31, 2024 and 2023 were as follows (dollars in thousands): Year Ended December 31, % Change 2024 2023 2024 vs 2023 Marketing $ 144,207 $ 110,505 30.5 % Selling, general and administrative (1) 295,399 350,405 (15.7) Restructuring and related charges 1,066 8,006 (86.7) (Gain) on sale of assets (5,160) — — Total operating expenses $ 435,512 $ 468,916 (7.1) % of Gross profit: Marketing 32.5 % 24.5 % Selling, general and administrative 66.5 % 77.8 % (1) The years ended December 31, 2024 and 2023 include $26.6 million and $14.3 million of stock-based compensation expense and $17.0 million and $26.2 million of dep reciation and amortization expense.
Consolidated Operating Expenses Operating expenses for the years ended December 31, 2025 and 2024 were as follows (in thousands, except percentages): Year Ended December 31, % Change 2025 2024 2025 vs 2024 Marketing $ 165,855 $ 144,207 15.0 % Selling, general and administrative (1) 273,728 295,399 (7.3) (Gain) on sale of assets — (5,160) (100.0) (Gain) on sale of business (10,650) — 100.0 Restructuring and related charges (credits) (34) 1,066 (103.2) Total operating expenses $ 428,899 $ 435,512 (1.5) % of Revenue: Marketing 33.3 % 29.3 % Selling, general and administrative 54.9 % 60.0 % (1) The years ended December 31, 2025 and 2024 include $37.3 million and $26.6 million of stock-based compensation expense and $10.6 million and $17.0 million of dep reciation and amortization expense.
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. • Active customers are 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.
We consider units to be an important indicator of the total volume of business conducted through our marketplaces. • Active customers are unique user accounts, identified by a distinct email address, 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.
The improved cash flow from financing activities is primarily due to $79.6 million of proceeds received from the Rights Offering and $20.0 million of proceeds received in the Exchange and Subscription Agreements, partially offset by an increase of $10.6 million in payments of borrowings under our revolving credit facility.
The reduced cash flow from financing activities is primarily due to $79.6 million of proceeds received from the Rights Offering and partially offsetting repayments of borrowings under our revolving credit agreement of $42.8 million during the year ended December 31, 2024.
SG&A and SG&A as a percentage of gross profit decreased for the year ended December 31, 2024 compared with the prior year period, primarily due to a decrease in cloud computing costs and a reduction in headcount as a result of our 2022 Restructuring Plan.
International contribution profit decreased for the year ended December 31, 2025 compared with the prior year period, primarily due to a decrease in gross profit and an increase in marketing.
Restructuring and related charges decreased for the year ended December 31, 2024 compared with the prior year period, primarily due to a decrease in severance and benefit costs related to our 2022 Restructuring Plan, partially offset by an increase in charges related to the Italy Restructuring Plan. See Item 8, Note 13, Restructuring and Related Charges, for additional information.
Restructuring and related charges (credits) decreased for the year ended December 31, 2025 compared with the prior year period, primarily due to substantially all costs pertaining to the various restructuring plans having been incurred as of the year ended December 31, 2024. See Item 8, Note 14, Restructuring and Related Charges, for additional information.
We have not engaged in any revenue-generating or payroll-related activity in Portugal since ceasing those operations nor do we intend to engage in these activities in that jurisdiction in the future. 50 The following is a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, Net income (loss) for the years ended December 31, 2024 and 2023 (dollars in thousands): Year Ended December 31, 2024 2023 Net income (loss) $ (56,514) $ (52,934) Adjustments: Stock-based compensation (1) 26,734 14,481 Depreciation and amortization 30,900 51,218 Restructuring and related charges (2) 1,066 8,006 (Gain) on sale of assets (5,160) — Foreign VAT assessments (3) 6,974 — Other (income) expense, net (4) 39,185 25,174 Provision (benefit) for income taxes 26,123 9,508 Total adjustments 125,822 108,387 Adjusted EBITDA $ 69,308 $ 55,453 (1) Stock-based compensation excludes expense related to the 2024 Executive PSUs that are required to be settled in cash.
The following is a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, Net income (loss) for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Income (loss) from continuing operations $ (81,081) $ (56,514) Adjustments: Stock-based compensation (1) 37,774 26,734 Depreciation and amortization 18,602 30,900 Restructuring and related charges (credits) (34) 1,066 (Gain) on sale of assets — (5,160) (Gain) on sale of business (10,650) — Foreign VAT assessments (2) — 6,974 Loss on extinguishment of debt 99,925 1,631 Other (income) expense, net (3) (30,829) 37,554 Provision (benefit) for income taxes 35,625 26,123 Total adjustments 150,413 125,822 Adjusted EBITDA $ 69,332 $ 69,308 (1) Stock-based compensation excludes expense related to the liability-classified 2024 Executive PSUs.
We also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications. Strategy Our strategy is to be the trusted marketplace where customers go to buy local services and experiences.
We also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications. How We Measure Our Business We use several operating and financial metrics to assess the progress of our business and make strategic decisions.
The decrease in cost of revenue is primarily due to a decrease in amortization of internally-developed software relating to customer-facing applications. Gross profit increased due to revenue remaining relatively flat and a decrease in cost of revenue.
Our Local revenue increased by 4.5%, lagging the rate of growth in gross billings as a result of promotional discounts and higher redemption rates. The decrease in cost of revenue is primarily due to a decrease in amortization of internally-developed software relating to customer-facing applications, which is a direct result of our cost savings initiatives.
The Company's cash requirements are subject to change as business conditions warrant and opportunities arise. Additionally, with the Rights Offering, termination of our Credit Agreement in February 2024, and the Exchange and Subscription Agreements in November 2024, we believe that the Company has sufficient liquidity to support its overall ongoing operational needs within the next 12 months.
Additionally, with the execution of the Exchange and Subscription Agreements in November 2024 and Exchange Agreement in July 2025, we believe that the Company has sufficient liquidity to support its overall ongoing operational needs within the next 12 months, including the repayment of the remaining outstanding $33.7 million principal of the 2026 Notes upon maturity in March 2026.
Other income (expense), net for the years ended December 31, 2024 and 2023 was as follows (dollars in thousands): Year Ended December 31, 2024 2023 Other income (expense), net $ (39,185) $ (25,174) Comparison of the Years Ended December 31, 2024 and 2023: The change in Other income (expense), net for the year ended December 31, 2024 compared with the prior year period is primarily related to a $40.3 million change in foreign currency gains and losses.
Consolidated Other Income (Expense), Net Other income (expense), net includes interest income, interest expense, gains and losses from changes in fair value of investments, gain on sale of investment, and foreign currency gains and losses, primarily resulting from intercompany balances with our subsidiaries that are denominated in foreign currencies. 49 Other income (expense), net for the years ended December 31, 2025 and 2024 was as follows (in thousands, except percentages): Year Ended December 31, 2025 2024 Other income (expense), net $ 30,829 $ (37,554) Comparison of the Years Ended December 31, 2025 and 2024: The change in Other income (expense), net for the year ended December 31, 2025 compared with the prior year period is primarily related to a $67.3 million increase in foreign currency gains (losses) which primarily resulted from U.S. dollar-denominated intercompany balances with our foreign subsidiaries.
Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties. • Gross profit reflects the net margin we earn after deducting our Cost of revenue from our Revenue. • Contribution Profit is our measure of segment profitability, defined as net revenues less cost of sales and marketing expense.
Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties. • Cost of revenue consists of direct and certain indirect costs incurred to generate revenue.
Comparison of the Years ended December 31, 2024 and 2023: Marketing expense and marketing expense as a percentage of gross profit increased for the year ended December 31, 2024 compared with the prior year period, due to an increased investment in our North America performance marketing campaigns.
Comparison of the Years ended December 31, 2025 and 2024: SG&A and SG&A as a percentage of revenue decreased for the year ended December 31, 2025 compared with the prior year period, due to lower technology expenses, partially offset by higher payroll costs.
Revenue and gross profit had favorable impacts of $1.0 million and $0.9 million from year-over-year changes in foreign currency exchange rates.
Revenue and gross profit had favorable impacts of $4.3 million and $3.9 million, respectively, from year-over-year changes in foreign currency exchange rates. The increase in cost of revenue was primarily due to higher credit card processing fees. This was driven by growth in international units excluding Giftcloud, which had no credit card processing fees.
Matters related to the 2026 Notes and 2027 Notes In 2021, the Company issued the 2026 Notes in the principal amount of $230.0 million, which mature on March 15, 2026. On November 19, 2024, we issued $197.3 million aggregate principal amount of 2027 Notes.
Matters related to the Notes In 2021, the Company issued the 2026 Notes in the principal amount of $230.0 million. The 2026 Notes bear interest at a rate of 1.125% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, and will mature March 15, 2026, subject to earlier repurchase or conversion.
The Local category decrease was primarily attributable to the exit of our Local business in Italy and a decline in site traffic. The decline in our Goods and Travel categories were primarily attributable to an overall decline in site traffic.
Gross profit increased due to an increase in revenue and decrease in cost of revenue. The decline in our Goods category is primarily attributable to our overall de-emphasis of the Goods category.
The change is primarily driven by proceeds from the sale of SumUp of $18.9 million in the prior year period, with no comparable activity in the current year period, partially offset by $9.1 million of net proceeds from the sale intangible assets and fewer purchases of property and equipment and capitalized software during the year.
The improvement in investing cash flow is driven by $15.0 million of proceeds earned on the sale of Giftcloud and $6.0 million of proceeds from the sale of our minority investment in TodayTix in the current year, partially offset by $9.1 million of proceeds from the sale of certain intangible assets in the prior year.
To be able to execute the Rights Offering, the Credit Agreement was amended. On January 22, 2024, we announced the closing of our $80.0 million fully backstopped Rights Offering for shares of our Common Stock.
To a lesser extent, the reduced cash flow was impacted by an increase in taxes paid for net share settlements of stock-based compensation awards of $6.2 million during the year ended December 31, 2025 compared with $2.3 million in the prior year period. 53 Matters related to the Rights Offering and Credit Agreement On January 22, 2024, we announced the closing of our $80.0 million fully backstopped Rights Offering for shares of our Common Stock.
The Local category decrease was primarily attributable to the exit of our Local business in Italy and a decline in site traffic. The decline in our Goods and Travel categories were primarily attributable to an overall decline in site traffic.
The decline in the Local category was mainly due to the divestiture of Giftcloud and, to a lesser extent, our withdrawal from the Italian market in mid-2024. Excluding Giftcloud and Italy, International Local revenue increased 6%. The decline in our Goods category is primarily attributable to our overall de-emphasis of the Goods category.
Removed
We plan to grow our revenue by building long-term relationships with local merchants to strengthen our online selection and by enhancing the customer reach through experience curation and improved convenience in order to drive customer demand and purchase frequency. We are investing significant resources in making our platform more efficient, stable and agile.
Added
Costs incurred to generate revenue, which include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of our websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees are attributed to the cost of service. • Gross profit reflects the net margin we earn after deducting our Cost of revenue from our Revenue. • Contribution Profit measures the amount of marketing investment needed to generate revenue and is defined as net revenues less cost of sales and marketing expense.
Removed
By improving our technology, our customer base can enjoy a modernized experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction. Our platform migrations are strategic investments in our ability to innovate faster, serve merchants better, and create more engaging experiences for our customers.
Added
For further information and a reconciliation to Net cash provided by (used in) operating activities from continuing operations, refer to our discussion in the Liquidity and Capital Resources section.
Removed
As our business evolves, we may make changes to the key financial and operating metrics that we use to measure our business. For further information and reconciliations to the most applicable financial measures under GAAP, refer to our discussion under Non-GAAP Financial Measures in the Results of Operations section.
Added
Judicial and executive developments relating to U.S. trade and tariff policies in February 2026 may further increase uncertainty regarding the scope, implementation and potential future direction of such measures, and further changes could occur. In addition, recent and potential future changes to trade and tariff policies may introduce increased pricing volatility and overall uncertainty into our operations.
Removed
Tracking gross billings 41 also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants.
Added
Our Local category experienced growth in gross billings and units driven by our continued execution of our hyperlocal marketplace strategy and increased marketing spend, with strength in our core local business supported by improved supply quality and effective category management.
Removed
Additionally, compensation expense for marketing employees is classified within Marketing expense. We record these costs within Marketing on the Consolidated Statements of Operations when incurred.

… 41 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−1 removed4 unchanged
Biggest changeFor the year ended December 31, 2024, we derived approximately 23.6% of our revenue from our International segment. Revenue and related expenses generated from our international operations are generally denominated in the local currencies of the corresponding countries. The functional currencies of our subsidiaries that either operate or support these markets are generally the same as the corresponding local currencies.
Biggest changeAs of December 31, 2025, the U.S. dollar index was down 9.4% over December 31, 2024. For the year ended December 31, 2025, we derived approximately 22.6% of our revenue from our International segment. Revenue and related expenses generated from our international operations are generally denominated in the local currencies of the corresponding countries.
Additionally, periods of increased inflation could negatively impact our business by driving up our operating costs. Our costs are subject to inflationary pressures, and if those pressures become significant, we may not be able to offset such higher costs through price increases or other cost efficiency measures.
Periods of increased inflation could negatively impact our business by driving up our operating costs. Our costs are subject to inflationary pressures, and if those pressures become significant, we may not be able to offset such higher costs through price increases or other cost efficiency measures.
We use a current market pricing model to assess the changes in the value of the U.S. dollar on foreign currency denominated monetary assets and liabilities. The primary assumption used in this model is a hypothetical 10% weakening or strengthening of the U.S. dollar against those currency exposures as of December 31, 2024 and 2023.
We use a current market pricing model to assess the changes in the value of the U.S. dollar on foreign currency denominated monetary assets and liabilities. The primary assumption used in this model is a hypothetical 10% weakening or strengthening of the U.S. dollar against those currency exposures as of December 31, 2025 and 2024.
Interest Rate Risk Our cash balance as of December 31, 2024 consists of bank deposits so exposure to market risk for changes in interest rates is limited.
Interest Rate Risk Our cash balance as of December 31, 2025 consists of bank deposits so exposure to market risk for changes in interest rates is limited.
The 2026 Notes and 2027 Notes have an aggregate principal amount of $53.7 million and $197.3 million, respectively, and bear interest at a fixed rate, so we have no financial statement impact from changes in interest rates.
The 2026 Notes, 2027 Notes and 2030 Notes have an aggregate principal amount of $33.7 million, $47.3 million and $244.1 million, respectively, and bear interest at a fixed rate, so we have no financial statement impact from changes in interest rates.
As of December 31, 2024, our net working capital surplus (defined as current assets less current liabilities) from subsidiaries that are subject to foreign currency translation risk was $8.3 million. The potential increase in this working capital surplus from a hypothetical 10% adverse change in quoted foreign currency exchange rates would be $0.8 million.
As of December 31, 2025, our net working capital deficit (defined as current assets less current liabilities) from subsidiaries that are subject to foreign currency translation risk was $26.5 million. The potential increase in this working capital deficit from a hypothetical 10% adverse change in quoted foreign currency exchange rates would be $2.7 million.
This compares with a $21.7 million working capital deficit subject to foreign currency exposure as of December 31, 2023, for which a 10% adverse change would have resulted in a potential increase in this working capital deficit of $2.2 million.
This compares with a $8.3 million working capital surplus subject to foreign currency exposure as of December 31, 2024, for which a 10% adverse change would have resulted in a potential increase in this working capital surplus of $0.8 million.
However, changes in market interest rates impact the fair value of the 2026 Notes and 2027 Notes along with other variables such as our credit spreads and the market price and volatility of our Common Stock. See Item 8, Note 7, Financing Arrangements, for additional information.
However, changes in market interest rates impact the fair value of the Notes along with other variables such as our credit spreads and the market price and volatility of our Common Stock. See Item 8, Note 8, Financing Arrangements, for additional information. Inflation Risk Our business is affected by changes to our merchants' and customers' discretionary spend.
However, the results of operations of, and certain of our intercompany balances associated with, our international operations are exposed to foreign currency exchange rate fluctuations. Upon consolidation, as exchange rates vary, our revenue and other operating results may differ materially from expectations, and we may record significant gains or losses on the re-measurement of intercompany balances.
Upon consolidation, as exchange rates vary, our revenue and other operating results may differ materially from expectations, and we may record significant gains or losses on the re-measurement of intercompany balances.
Removed
Inflation Risk Our business is affected by changes to our merchants' and customers' discretionary spend. We expect such discretionary spend limitations to continue, and if we do not see increased overall demand for discounted goods and services to help offset these limitations on individual merchants and customers, our business, financial condition and results of operations could be adversely impacted.
Added
The functional currencies of our subsidiaries that either operate or support these markets are generally the same as the corresponding local currencies. However, the results of operations of, and certain of our intercompany balances associated with, our international operations are exposed to foreign currency exchange rate fluctuations.

Other GRPN 10-K year-over-year comparisons