Groupon Inc

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, eand Part II, Item 1A, Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, except as supplemented below.

Our U.S. and internationaccess to capital operations are subjectmay be limited and our ability to variedsuccessfully manage and evolving sociopoliticraise capital conditions as well as commerciain the future may fail, employmewhich could prevent us from growing and regulatory challenges, and our inability to adaptadversely impact our liquidity.

We may need additional capital in the future and to the diverse and changseek additional financing or covenant relief. Any such financing landscapes of our U.S. amay not be available on acceptable terms, or at all, and international markets may adversely affectour failure to raise capital when needed could harm our business.

Our operations require management attenti We have outstanding $33.7 million; $47.3 million; and $244.1 million and resources and also require us to localize our services to in aggregate principal amount of our 2026 Notes; 2027 Notes; and 2030 Notes.

Other general econform to a wide variety of local culomic conditions and our futures, business practices, laws and policies. O operating performance could ultimately limit our operations are subjaccess to funding and adversely affect to numerous risks, including the following:

our ability to maintain merchantour liquidity. Although we plan to continue to actively manage and optimize our cash balances and customer satisfaction suchliquidity, working capital and operating expenses, that our marketplacere can be no assurances that we will continue to attract high quality merchants;

be able to do so successfully. If we encounter unforeseen circumstances that place further constraints on our capital resour ability to suces, including our accessfully respon to funding, management will be required to macroetake various additional measures to conomic challenges,serve liquidity, which could includinge, but not lnecessarily be limited to, inflationary pressreducing capital expenditures, higher labor costs, tariff policy, labor shortages, supply chain challenges and resulticontrolling overhead expenses and raising additional sources of capital, such as monetizing changes in consumer and merchant behavior andertain existing assets. Furthermore, additional equity financing may dilute the ability to optimizeinterests of our supply to take into account consumer preferences Common Stockholders, and debt financing, if available, may involve restrictive covenants that a particular point in time;

pocould further restrict our business activities or our abilitical, economy to execute our strategic objectives and civil insould reduce our profitability and uncertain. If we cannot access the full capacity (includiof any existing macroeconomic conditions impacting us, our customers, merchants, or our vendors, acts of terrorism, civil uncredit 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 pressurest, labor unrest, violence.

In addition, because we grant stock options and outbreaks of ther equity based awar and pads undemics or other disease outbreaks);

disruptionr our incentive plans, a rising share price could lead to larger or more frequent grants and instability, upon exercise or vesting, result in the international markets in whissuance of new shares that dilute existing stockholders ownership. Such we odilution may reduce our earnings perate, including Poland, as a result  share and could adversely affect the market price of the ongoing conflict in Ukour Common Stock and our ability to raine and the Middle East;

Challenges in navigating legal and judicial systems in international jurisdictise future equity capital on favorable terms.

We may not have the ability to raise the funds necessary to settle conversions, which may vary significantly of the 2026 Notes, 2027 Notes, and 2030 Notes in complexity, efficiencyash, to repurchase the 2026 Notes, 2027 Notes, and enforceability, and where we do not employ legal staff locally, further2030 Notes upon a fundamental change or to repay the 2026 Notes, 2027 Notes, and 2030 Notes increasing the difficul cash at their maturity of addressing(if not earlier converted, redeemed or repurchased), and resolvour current outstanding disputes;

currency exchange rate fluctuand future debt may contain limitations;

strong local competitors who may better underst on our ability to pay cash upon conversions of the 2026 Notes, 2027 Notes, and the local market and/2030 Notes or at their maturity or have greater resources in the local market;

differentto repurchase the 2026 Notes, 2027 Notes, and 2030 Notes.

Holders of the 2026 Notes, 2027 Notes, and 2030 Notes will have the right to require us to regulatory or opurchase all or a portion of ther legal requirements (including potential fines and penalties that may be imposed ir respective notes upon the occurrence of a fundamental change befor failure to comply with those requirements), such as regulation he maturity date at a repurchase price equal to 100% of gift cards and coupon termthe principal amount of the 2026 Notes, 2027 Notes, Internet services, professional selling, distance selling, bulk emailing, privacy and data protection (including GDPR), cybersecurity, businand 2030 Notes, respectively, to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the 2026 Notes, 2027 Notes, and 2030 Notes, unless licenses and certifications, taxation (includiwe elect to deliver solely shares of our Common Stock to settle such conversion (other than paying cash in lieu of delivering the European Union's voucher direany fractional shares), we will be required to make cash payments in respect of the respective, digital service tax and similar regulations  notes being converted. Moreover, we will be required to repay the 2026 Notes, 2027 Notes, and any audits), consumer prote2030 Notes, in cash at their respection laws including thoseve maturity dates unless earlier converted, restrictideemed (noting the typat the 2027 Notes of services we cannot be redeemed by us) or repurchased. However, we may offer (e.g., medical-related services), banking and money transmittnot have enough available cash or be able to obtain financing, th at may limit or prevent the offeringthe time we are required to make repurchases of our services in some jurisdictions, cause unanticipated compliance expenses or limit our ability to enforce contractual obligathe 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.

In additions;

, our ability to urepurchase a common technology platform in our North Americathe 2026 Notes, 2027 Notes, and 2030 Notes or to pay cash upon conversions of the 2026 Notes, 2027 Notes, and International segments to operate2030 Notes or at their maturity may be limited by law, regulatory authority or agreements governing our business without significant business interruptions or delays;

difficulties in integrating with local payment providers, including bankfuture indebtedness. Our failure to repurchase the 2026 Notes, 2027 Notes, and 2030 Notes at a time when the repurchase is required by the 2026 Notes, credit2027 Notes, and debit card networks2030 Notes Indenture governing the 2026 Notes, 2027 Notes, and electronic funds t2030 Notes respectively, or to pay cash upon

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converansfer systems;

the abilisions of the 2026 Notes, 2027 Notes, and 2030 Notes or at their maturity to as requickly and effectivelyred by the Indenture would consult with, negotiate and seektitute a default under each respective indenture. A default under the cons2026 Notes Indent or opinion of, various employee groupure governing the 2026 Notes, the 2027 Notes Indenture governing the 2027 Notes, our international workers'and the 2030 Indenture governing the 2030 Notes councils anld also lead tradeo a default unions that represder agreement our ints governational employees on various mattersing our existing and future including restructuring actions, strategic decisions, anydebtedness. Moreover, the occurrence of a fundamental changes to our activities or employee benefits under the 2026 Notes Indenture governing the 2026 Notes, the 2027 Notes Indenture governing the 2027 Notes, and other business critical matters, which c 2030 Notes Indenture governing the 2030 Notes could result in the delay of executing key actions or product delivery anconstitute an event of default under any such future agreement. If the payment of the related increase costs;

the local legal restrictions relating to employment and stadebtedness were to be accelerated after any applicable notice or grace periods, we may not have suffing;

difficulty in staffing, including attractingcient funds to repay such indebtedness and retaining talent withpurchase the 2026 Notes, 2027 Notes, an appropriate level of skill d 2030 Notes or pay cash with respect to the 2026 Notes, 2027 Notes, and experience, including knowledge 2030 Notes being converted or at maturity of the 2026 Notes, 2027 Notes, and experience in developing2030 Notes.

The terms of the 2026 Notes, 2027 Notes, and 2030 Notes could delay or prevent and managing foreign operation attempt to take over our Company.

The terms of the 2026 Notes,

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including2027 through centralized shared service centerNotes, and 2030 Notes require us to repurchase the 2026 Notes, as a result 2027 Notes, and 2030 Notes in the event of distance, la fundamental changuage barriers and cultural differences;

periodic reductions in business activity;

expenses associated with localizing oe. A takeover of our Company would constitute a fundamental change. This could have the effect of delaying or preventing a takeover of our Company that may otherwise be beneficial to our products; and

differing intellectustockholders.

The conditional property laws.

We aconversion feature subject to complex lawsof the 2026 Notes, 2027 Notes, and regulations that app2030 Notes, if triggered, may adversely toaffect our internafinancial conditional and operations, such as data privacy and protecng results.

In the event the condition requirements, including GDPR,al conversion feature of the FCPA, the UK Anti-Bribery Act 2026 Notes, 2027 Notes, and similar local laws prohibiting certain paym/or 2030 Notes is triggered, holders of these notes will be entsitled to goconvernment officials, banking and payment processt their respective notes at any time during regulationspecified periods and anti-competition regulations, among otht their option. If one or more holders. The cost of elect to complying with these variounvert their 2026 Notes, 2027 Notes, and sometimes conflicting, laws and regulations is substantial. We have implemented/or 2030 Notes, then we would be required to pay cash, deliver shares or deliver a combination of shares and continue to implement policies and proceduash, at our election. Unless we elect to satisfy our conversion obligation by delivering solely shares to ensure compliance withof our Common Stock (other these laws and regulaan paying cash in lieu of delivering any fractions, howeveral shares), we cannot ensure that our employees, contractors, or agents will not violatewould be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our policies. Changing laws, regulaliquidity. In additions and enforce, upon the occurrence of a fundament actions in al change (as defined in the United States2026 Indenture, 2027 Indenture, and throughout2030 Indenture) prior to the world could harm our business. If commercial and regulatory constraints imaturity date, holders may require us to repurchase all or a portion our international markets restf the 2026 Notes, 2027 Notes, and/or 2030 Notes for cash at a prict our abilitye equal to conduct our operations or execute our strategic100% of the principal amount of the 2026 Notes, 2027 Notes, and/or 2030 Notes to be repurchased, plan, our business may be adversely affected.

To theus any accrued and unpaid interest to, but extent any of thcluding, the fundamental change recently enacted tariffs remaipurchase date. Even in place for a sustained period of time, or inf holders of the 2026 Notes, 2027 Notes, and 2030 Notes do not elect to convert the event a global or domestic economic downturn resultir respective notes, we could be required under applicable accounting rules therefrom, the disposable income of our customers could be significantly reduced, which may result in a decline in demo reclassify all or a portion of the outstanding principal of the 2026 Notes, 2027 Notes, and for some or all our goods and services2030 Notes, as a current rather than long-term liability, which cwould adversely affect ourresult in a material resultsduction of operations and financial condition.

48ur net working capital.

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