grpn-20250428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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2025 PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
THE ANNUAL MEETING OF STOCKHOLDERS OF GROUPON, INC. WILL BE HELD
June 11, 2025 | 10:00 a.m. Central Time
Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601

NASDAQ: GRPN / ir@groupon.com

LETTER FROM THE

CHAIRMAN

Dear Stockholder:

I am pleased to invite you to attend the Annual Meeting of Stockholders of Groupon, Inc. (the “Annual Meeting”), which will be held at Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601, on June 11, 2025 at 10:00 a.m. Central Time. The doors will open at 9:30 a.m. Central Time.

The attached Notice of Annual Meeting of Stockholders and proxy statement (the “Proxy Statement”) contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

We urge you to read the accompanying Proxy Statement carefully and to vote “FOR” the director nominees proposed by the Board of Directors, “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025 and “FOR” the non-binding, advisory approval of our named executive officer compensation. On behalf of the Board of Directors, I would like to express our appreciation for your interest in Groupon.

Sincerely,

Theodore Leonsis
Chairman of the Board of Directors

Groupon Proxy Statement and Notice of 2025 Annual Meeting

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD

June 11, 2025 | 10:00 a.m. Central Time
Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601

ITEMS OF BUSINESS

•To elect five directors from the nominees named in this Proxy Statement.

•To ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal year 2025.

•To conduct a non-binding, advisory vote to approve our named executive officer compensation, as described in this Proxy Statement.

•To transact other business that may properly come before the Annual Meeting.

Record Date

Only stockholders of record at the close of business on April 17, 2025 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting.

Admission

If you are a record holder, you must provide identification, and if you hold your shares through a broker, bank or other nominee, you must also provide proof of ownership.

Proxy Voting

IMPORTANT: Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card will save the expenses and efforts of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares in person at the Annual Meeting, as your proxy is revocable at your option, as described in the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 11, 2025. We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain of our stockholders. The Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

Groupon Proxy Statement and Notice of 2025 Annual Meeting

By order of the Board of Directors,

Ted Leonsis

Chairman of the Board of Directors

Chicago, Illinois
April 28, 2025

The date of this Proxy Statement is April 28, 2025, and it is first being delivered to stockholders on or about April 28, 2025.

Groupon Proxy Statement and Notice of 2025 Annual Meeting

TABLE OF CONTENTS


CORPORATE GOVERNANCE AT GROUPON			1
BOARD OF DIRECTORS			3
BOARD SELECTION AND EVALUATION			7
HOW THE BOARD IS ORGANIZED AND GOVERNS			8
HOW TO COMMUNICATE WITH THE BOARD			11
DIRECTOR COMPENSATION			12
COMPENSATION DISCUSSION & ANALYSIS			15
202 4 Business Summary and Financial Results			15
202 4 Executive Compensation Highlights			15
Compensation-Related Policies and Practices			16
Governance of Executive Compensation Program			18
Elements of Executive Compensation			20
Other Compensation			23
Compensation Risk Assessment			25
NAMED EXECUTIVE OFFICER COMPENSATION			26
202 4 Summary Compensation Table			26
Grants of Plan-Based Awards in 202 4			26
Outstanding Equity Awards at 2024Year-End			27
Option Exercises and Stock Vested in 2024			27
Severance Benefits Agreement			28
Potential Payments upon Termination or Change in Control			28
CEO Pay Ratio			29
Pay versus Performance			30
Equity Compensation Plan Information			35
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			36
COMPENSATION COMMITTEE REPORT			37
AUDIT COMMITTEE REPORT			38
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			40
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES			41
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			42
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT			43
DELINQUENT SECTION 16(A) REPORTS			44
IMPORTANT MEETING INFORMATION			45
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			47
PROPOSALS TO BE VOTED ON AT THE MEETING			52
Proposal 1: Election of Directors			52
Proposal 2: Ratification of Independent Registered Public Accounting Firm			52
Proposal 3: Advisory Approval of Our Named Executive Officer Compensation			53
PROPOSALS OF STOCKHOLDERS FOR 202 6 ANNUAL MEETING			55
OTHER MATTERS			56
APPENDIX A: ADJUSTED EBITDA INFORMATION AND RECONCILIATION; FORWARD-LOOKING STATEMENTS			57

Groupon Proxy Statement and Notice of 2025 Annual Meeting

CORPORATE GOVERNANCE AT GROUPON

Human Capital Strategy

At Groupon, Inc. (the “Company,” “Groupon,” “we,” “our,” or “us”) we believe attracting and securing top-notch talent from around the world is the cornerstone of our future. Our senior leadership, guided by our Board of Directors (the “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 and drive our strategic goals and shaping competitive compensation and benefits packages.

We’re cultivating a thriving performance-driven culture and a team committed to our transformation. In line with this we re-vamped our values in 2023 to ensure that they support the culture and behaviors we need to succeed. Our values are:

•Ownership and Accountability

•High Performance

•Transparency

•Innovation

•Customer Focus

•Respect, Integrity, and Inclusion

Together, they form the foundations of a culture that embraces speed and agility, relies on data-driven decisions based on measurable results and fosters a culture of ownership and accountability. We believe this fosters a resilient workforce equipped to weather challenges and capitalize on opportunities. Our focus on performance isn’t only about numbers; it’s about attracting and retaining top talent who thrive in a fast-paced, results-oriented environment. Ultimately, we see this cultural shift as the engine that propels us towards our ambitious vision of becoming the go-to platform for experiences.

Election of Directors

As stockholders, you have the right to elect our Board. The Board is nominating five nominees for election. Information to inform your vote is set forth below:

•Groupon Corporate Governance Principles & Highlights

•Board of Director Biographies

•How the Board is Selected and Evaluated

•How the Board is Organized and Governs

•How to Communicate with the Board

•Director Compensation

Groupon Corporate Governance Principles & Highlights

We believe our corporate governance practices promote the long-term interests of our stockholders, as well as maintain internal checks and balances, strengthen management accountability, engender public trust and foster responsible decision making and accountability.

We regularly evaluate our corporate governance practices and policies in order to maintain a strong governance framework designed to meet these goals. In addition, our Nominating and Corporate Governance Committee (“Nominating Committee”) periodically reviews evolving legal and regulatory developments and governance best practices to determine those that it believes will best serve the interests of our stockholders. More specifically, our Nominating Committee annually reviews our various corporate governance policies for compliance and to recommend any amendments to these policies in light of any such evolving legal and regulatory developments and governance best practices.

Highlights of our corporate governance framework include:

Board of Directors

1 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

•Four of our five current directors are independent

•Directors have diverse experience, including e-commerce and technology, marketing and advertising, investment, finance and accounting, M&A, international and public company service

•Independent directors meet regularly without management present

•Audit, Compensation and Nominating Committees are comprised entirely of independent directors

•Director stock ownership and holding guidelines

•In October 2021, we amended our Corporate Governance Guidelines to implement a “Rooney Rule” policy with respect to new director searches

Stockholder Voting

•Annual director elections; no classified board

•Single class of voting common stock

•Directors may be removed with or without cause

•No super-majority requirements to approve mergers or other business combinations or charter amendments

•Annual Say-on-Pay vote (approximately 98% “FOR” in 2024)

Audit & Risk Oversight

•Three members of the Audit Committee are audit committee financial experts under SEC rules

Insider Trading Policy

We have an insider trading policy governing the purchase, sale, and other dispositions of Groupon securities that applies to all our personnel, including directors, officers, employees, and other covered persons. While the insider trading policy does not apply to the Company, we also follow procedures for the repurchase of our own securities. We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our insider trading policy was filed as Exhibit 19.1 to its Annual Report on Form 10‑K for the year ended December 31, 2024.

2 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

BOARD OF DIRECTORS

Board of Directors Biographies

The Board is nominating five nominees for election. Information about the professional backgrounds, qualifications and other board memberships of our nominees is set forth below.


Theodore Leonsis Age 69 Chairman of the Board Independent Director Chair, Nominating Committee Member, Audit Committee			Experience •Groupon Director (2009-present); Chairman of the Board (2020-present); Lead Independent Director (2015-2019); Chairman of the Board (2013-2015); Office of the Chief Executive (2013); Vice Chairman (2011-2013) •Chairman and Chief Executive Officer of Monumental Sports & Entertainment, LLC, a sports and entertainment company that owns the NBA’s Washington Wizards, the NHL’s Washington Capitals, the WNBA’s Washington Mystics and the Capital One Arena in Washington, D.C. (2009-present) •Mr. Leonsis served as Vice Chairman Emeritus at AOL, LLC (2006-Present), and served in a number of executive positions including Vice Chairman and President, AOL Audience Business (1994-2006) •Co-founder and partner, Revolution Growth Fund II, Revolution Growth Fund III, Revolution Growth Fund IV, and Revolution Growth Fund V private investment firms (2011-Present) •Director and Chairman of the Nominating and Corporate Governance Committee for Tempus AI, Inc. (NASDAQ: TEM) (2024-Present) •Director, American Express Co. (NYSE: AXP) (2010-Present) •Director of several private internet and technology companies and charitable organizations Skills & Qualifications •Technology / E-commerce •Marketing / Advertising •International •Audit / Finance Mr. Leonsis brings to the Board in-depth experience in digital businesses and innovative approaches, as well as expertise in identifying business opportunities and driving new strategies based on changing technologies, social media and the Internet.

3 | Groupon Proxy Statement and Notice of 2025 Annual Meeting


Dusan Senkypl Age 49 Director and Chief Executive Officer			Experience •Groupon Director (2022-present) (originally appointed pursuant to the terms of a Cooperation Agreement, dated as of June 13, 2022); Chief Executive Officer (“CEO”) (May 2024-present); Interim CEO (March 2023 - May 2024) •Partner of Pale Fire Capital SE (“PFC”), the Company’s largest stockholder, and a private equity investment group that invests in e-commerce companies both in Europe and worldwide, since January 2017, where he also served as a director from November 2019 to April 2021, and has served as chairman of the board of directors (April 2021-present) •Director at Aukro s.r.o., the largest Czech online marketplace (2019-present) •Director and chairman of the board of directors at Rouvy, SE, a global indoor cycling app competing with Zwift Inc. (2021-present) •Founder and chief executive officer of NetBrokers Holding (“NBH”), which became the largest insurance and finance marketplace in the Czech Republic and Slovakia (2014-2018) •Co-founder, chief executive officer and director, ePojisteni.cz, an insurance technology company (2009-2019) Skills & Qualifications •Technology / E-commerce •International •Public Investment / Portfolio Management Mr. Senkypl brings to the Board significant e-commerce leadership experience gained from leadership positions at several e-commerce, Internet and technology companies.

Jan Barta Age 39 Independent Director Member, Nominating Committee			Experience •Groupon Director (2022-present) (originally appointed pursuant to the terms of a Cooperation Agreement, dated as of June 13, 2022) •Partner of PFC (January 2017-present), where he also serves as Chairman of the Supervisory Board •Partner in Epojisteni.cz, an insurance technology company (2010-2018) •Partner in NBH, a financial technology company (2014-2018) Skills & Qualifications •Technology / E-commerce •International •Public Investment / Portfolio Management Mr. Barta brings to the Board significant knowledge of e-commerce and technology companies as a result of managing investments and advising on strategy for many technology companies.

4 | Groupon Proxy Statement and Notice of 2025 Annual Meeting


Robert Bass Age 75 Independent Director Chair, Audit Committee Member, Compensation Committee			Experience •Groupon Director and Audit Committee Member (2012-present), including serving as Audit Committee Chair (2013-Present) and a Compensation Committee member (2016-Present) •Deloitte, a global firm providing audit, consulting, tax and advisory services; Vice Chairman (2006-2012); Partner (1982-2012); specializing in e-commerce, mergers and acquisitions, SEC filings and related issues •Director and chairman of the audit committee of Redfin Corporation (NASDAQ: RDFN) (2016-Present) •Trustee and chairman of the audit committee and member of the nominating committee of Blackstone Secured Lending Fund •Director and chairman of the audit committee of Lucky Strike Entertainment Corp. (NYSE: LUCK) (2021-Present) (formerly known as Bowlero Corp.) •Former Director and chairman of the risk and audit committee, Sims Metal Management (ASX: SGM.AX) (2013-2018) •Former director and chairman of the audit committee of NewPage Corporation (2013-2014) Other •Certified public accountant licensed in New York and Connecticut •Member of the American Institute of Certified Public Accountants and the Connecticut State Society of Certified Public Accountants Skills & Qualifications •Technology / E-commerce •International •Audit / Finance Mr. Bass brings to the Board a wealth of experience and knowledge of public company financial reporting and accounting, including with respect to companies in the e-commerce sector, and his experience at the highest levels of a Big Four accounting firm is an invaluable resource to the Board in its oversight of the Company’s financial statements and SEC filings.
Jason Harinstein Age 49 Independent Director Chair, Compensation Committee Member, Audit Committee			Experience •Groupon Director (July 2023-Present) •Chief Financial Officer of Collectors, Inc., a provider of grading, authentication, information and liquidity services to the collectibles industry (2021-Present) •Director of Funko, Inc. (NASDAQ: FNKO) (2024-Present) •Groupon SVP of Corporate Development and Strategy (2011-2017) •Chief Financial Officer of Flatiron Health, a healthcare technology company (2017 to 2021) •Director of Corporate Development at Google (2005-2011) Skills & Qualifications •Technology / E-commerce •International •Audit / Finance Mr. Harinstein brings to the Board a deep understanding of Groupon’s unique offering coupled with broad marketplace and corporate experience, which further strengthens the diverse set of skills and experiences represented on the Board.

5 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

Director Nominee Qualifications and Experience

The chart below identifies certain skills and qualifications our director nominees bring to the Board, based on areas we believe are important to our success. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide effective oversight and strategic advice to our management. We believe the categories of skills and qualifications highlighted below are particularly relevant to the oversight of our global e-commerce business. We review the categories of skills and qualifications annually. The skills and qualifications of our individual directors are described in greater detail above.

Skills & Experience


Audit / Finance			nnn
Public Investment / Portfolio Management			nn
International			nnnnn
Marketing / Advertising			n
Technology / E-Commerce			nnnnn

6 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

BOARD SELECTION AND EVALUATION

Director Independence

Our Corporate Governance Guidelines provide that a majority of our directors will be independent, based on the Nasdaq listing standards as well as the Board’s determination that the director does not have a relationship with Groupon management that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out director responsibilities.

Based on the review and recommendation by the Nominating Committee, the Board analyzed the independence of each current director and each director who served on the Board during 2024 and determined that Messrs. Barta, Bass, Leonsis, and Harinstein meet the standards of independence under our Corporate Governance Guidelines and applicable Nasdaq listing standards, including that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment. Our Board determined that Mr. Senkypl was not an independent director following his appointment as Interim CEO in March 2023 and his subsequent appointment as CEO in May 2024.

Procedures for Nominating Directors; Board Composition

The Nominating Committee reviews with the Board the appropriate set of characteristics, skills and experiences for the Board as a whole, with the objective of having a Board that can best help drive the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience. In evaluating its overall composition, our Board and Nominating Committee take into account many factors, including: general understanding of marketing, finance and other disciplines relevant to the Company’s industry or the success of a large publicly traded company in today’s business environment; operational and senior leadership experience; needs and strategy of the Company relative to the overall composition of our Board; understanding of our business and technology; independence; and diversity of background, skills and experience. The Nominating Committee regularly engages in ongoing Board composition planning to assure that our Board continues to maintain an appropriate mix of skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors.

The Nominating Committee reviews the skills and qualifications of each candidate for nomination to the Board. The Nominating Committee considers candidates that are suggested by members of the Board, as well as management, our stockholders and any director search firm retained by the Board or the Nominating Committee. The Nominating Committee and Board will instruct any director search firm they engage to include no fewer than three qualified candidates. In evaluating a candidate, the Nominating Committee considers, among other things: compliance with our “Rooney Rule” policy; educational and professional background; personal accomplishments; potential conflicts of interest; whether he or she also brings specific skills or expertise in areas that the Board has identified as desired; and whether he or she possesses personal attributes and diverse experiences that will contribute to the effective functioning of the Board as a whole. In addition, characteristics expected of all directors include integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board.

The Nominating Committee assesses the effectiveness of its efforts to maintain an effective Board through the Board self-evaluation process and in the course of its regular responsibilities, which include:

•reporting to our Board on the performance and effectiveness of the Board;

•presenting to our Board individuals recommended for election to the Board at the annual stockholders meeting; and

•obtaining or performing an assessment of the Nominating Committee’s own performance.

The Nominating Committee will consider stockholders’ recommendations for candidates for the Board using the same criteria described above. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve if elected, and evidence of the nominating stockholder’s ownership of Company stock should be sent to the attention of Corporate Secretary c/o Legal Department, Groupon, Inc., 35 W. Wacker, Floor 25, Chicago, Illinois 60601. A stockholder who wishes to formally nominate a candidate must follow the procedures described in Section 2.4 of our Amended and Restated Bylaws and the newly enacted universal proxy rules contained in Rule 14a-19 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

7 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

HOW THE BOARD IS
ORGANIZED AND GOVERNS

Board and Executive Leadership

The Board does not have a policy as to whether the Chairman should be an independent director or a member of management. At this time, Mr. Leonsis, an independent director, serves as Chairman of the Board, a role he has held since June 2020.

Our Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the independent members of our Board. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to our CEO, while enabling the Chairman to facilitate our Board’s oversight of management, promote communication among management, our Board, and our independent directors, and support our Board’s consideration of key governance and risk oversight matters. The Board believes its programs for overseeing risk, as described below under “Risk Oversight,” would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

Risk Oversight

Our Board, either directly or through its committees, exercises oversight of strategic risks to the Company, including operational, financial, compliance, legal, strategic, reputational, governance and succession planning. Key features of our risk oversight practices include:

•Management periodically reports on areas of potential risk to our Board or the relevant committee, which provides guidance, as appropriate, on risk tolerance, assessment and mitigation.

•The Audit Committee reviews and assesses the Company’s processes to manage business, financial and related reporting, and compliance risks. It also reviews the Company’s policies for risk assessment, risk management and assesses the steps management has taken to control significant risks.

•The Audit Committee oversees risks pertaining to cybersecurity. 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. As part of our cybersecurity program we employ security practices to protect and maintain the systems located at our hosting providers, invest in intrusion and anomaly detection tools and engage third-party security firms to test the security of our websites and systems. 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. In addition, we utilize a firewall, a virtual private network, multi-factor authentication and single sign-on, and conduct regular phishing testing. We also regularly evaluate and assess our systems and the controls, processes and practices to protect those systems, including recently completing the migration of our public-facing websites and applications and our back-end business intelligence systems to the cloud. We also retain personnel that have in-depth experience in penetration testing and conduct penetration testing against our own systems. Further, we utilize third party partners to help us monitor issues that are internally discovered or externally reported that may affect our websites and mobile applications, and we have processes to assess the potential cybersecurity impact or risk of these issues. We maintain a cybersecurity risk management program that is overseen by our Information Security & IT teams. A member of our Information Security & IT teams regularly reports to the Audit Committee on the state of our cybersecurity program and provides updates on cybersecurity matters. In addition, we conduct an annual cybersecurity review with our Board.

•The Compensation Committee oversees risks relating to compensation programs and policies to ensure that our compensation programs do not encourage unnecessary risk-taking.

•The Nominating Committee oversees risks relating to our governance structure.

•The Executive Committee historically provided oversight and guidance to our strategy development and execution. We dissolved the Executive Committee in the first fiscal quarter of 2024.

•Each committee charged with risk oversight reports to the Board on such matters.

8 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

Corporate Governance Guidelines and Committee Charters

Our Corporate Governance Guidelines and the charters of the Audit Committee, the Compensation Committee and the Nominating Committee describe our governance framework. The Corporate Governance Guidelines and committee charters are intended to ensure our Board has the necessary authority and practices in place to review and evaluate our business operations and to make decisions that are independent of management. Our Corporate Governance Guidelines also are intended to align the interests of directors and management with those of our stockholders, and comply with or exceed the requirements of Nasdaq and applicable law. They establish the practices our Board follows with respect to such issues as:

•Board composition and member selection;

•Board meetings and involvement of senior management;

•CEO performance evaluation;

•management succession planning;

•Board committees; and

•director compensation.

Pursuant to the Corporate Governance Guidelines, the Board conducts self-evaluations to assess its adherence to the Corporate Governance Guidelines and committee charters and to identify opportunities to improve Board performance. The Board regularly reviews our Corporate Governance Guidelines and committee charters and updates them as necessary to reflect changes in regulatory requirements and evolving oversight practices.

Meetings and Meeting Attendance

Our Board holds regularly scheduled quarterly meetings and also holds special meetings or acts by unanimous written consent as necessary. Our Board met six times during 2024.

All of our directors attended 75% or more of the aggregate of all Board meetings and meetings of the committees on which they served during the last fiscal year. We do not maintain a formal policy regarding director attendance at annual stockholder meetings. None of our directors attended the 2024 annual meeting of stockholders.

Board Committees

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee. The Board also established an Executive Committee in March 2020, but this committee was dissolved as of the first fiscal quarter of 2024. Each committee is comprised entirely of independent directors, and each of the Audit Committee, Compensation Committee and Nominating Committee operates pursuant to a written charter. The table below provides the membership for each of the Board committees during 2024.

Director

Audit

Compensation

Nominating

Executive

Robert Bass

Chair

Jan Barta

Jason Harinstein

Chair

Ted Leonsis

Chair

Dusan Senkypl

Below is a description of each standing committee. Each committee has authority to engage legal counsel or other advisors or consultants as it deems appropriate to carry out its responsibilities.

Audit Committee

The Audit Committee assists our Board in overseeing the quality and integrity of our accounting, auditing and reporting practices. The Committee’s role includes:

•overseeing the work of our accounting function and internal controls over financial reporting;

•overseeing internal audit processes;

9 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

•an annual engagement with a corporate governance consultant or outside legal counsel regarding trends and developments in the law and/or corporate best practices relating to corporate governance and audit committee responsibilities;

•inquiring about significant risks, reviewing our policies for risk assessment and risk management, including cybersecurity risks, and assessing the steps management has taken to control these risks; and

•reviewing compliance with significant applicable legal and regulatory requirements.

The Audit Committee is responsible for the appointment, compensation, retention, review and oversight of the independent registered public accounting firm engaged to issue audit reports on our consolidated financial statements and internal control over financial reporting. The Committee relies on the expertise and knowledge of management and the independent registered public accounting firm in carrying out its oversight responsibilities. The Audit Committee Charter describes the Committee’s specific responsibilities. The Board has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee and that each of Robert Bass, Jason Harinstein, and Ted Leonsis is an “audit committee financial expert” as defined by SEC rules.

The Audit Committee met four times in 2024.

Compensation Committee

The primary responsibilities of the Compensation Committee are to:

•assist our Board in establishing the annual goals and objectives relevant to the compensation of the CEO;

•evaluate and approve the compensation of the CEO;

•oversee compensation of directors;

•evaluate and approve the compensation of the Company’s other executive officers;

•oversee and advise our Board on the adoption of policies that govern executive officer compensation programs and other compensation-related polices, including the Clawback Policy described below;

•oversee plans for executive officer development and succession;

•oversee administration of our equity and incentive plans, policies, practices, and programs; and

•authorize grants of equity compensation awards under our stock plan.

As permitted by law and pursuant to the terms of the 2011 Incentive Plan, the Compensation Committee may delegate to certain persons, including the CEO, the authority to make equity compensation grants to employees who are not executive officers.

Our CEO and senior members of our Human Resources department are responsible for providing recommendations to the Compensation Committee regarding our executive compensation program. None of our executives participates in Compensation Committee deliberations relating to his or her own compensation. To evaluate each senior officer’s overall compensation, the Compensation Committee reviews total direct and indirect compensation details prepared by management and other information deemed appropriate and advisable by the Compensation Committee.

The Compensation Committee Charter describes the specific responsibilities and functions of the Compensation Committee. See “Compensation Discussion & Analysis” for more information about the Committee’s role and responsibilities.

The Compensation Committee met seven times in 2024.

Nominating Committee

The principal responsibilities of the Nominating Committee are to:

•determine and recommend director nominees for election to our Board;

•identify and recommend candidates to fill director vacancies occurring between annual stockholder meetings;

•review the composition of Board committees;

•annually evaluate the performance and effectiveness of the Board; and

•monitor adherence to, review, and recommend changes to our Corporate Governance Guidelines and other related corporate governance policies.

The Nominating Committee Charter describes the specific responsibilities and functions of the Committee.

The Nominating Committee met four times in 2024.

10 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

HOW TO COMMUNICATE
WITH THE BOARD

Stockholder Engagement

We recognize the value of stockholder feedback, and our relationship with our stockholders is an integral part of our corporate governance practices. We maintain active, year-round engagement and meet regularly with our stockholders to engage on issues that are important to our stockholders and to understand their perspectives on a variety of matters, including executive compensation, corporate governance matters, corporate strategy and financial performance.

In general, as part of our corporate governance engagement strategy we have also implemented a more targeted engagement program to better understand stockholder views on our executive compensation program, environmental, social and governance (“ESG”) matters and corporate governance policies and practices ahead of our Annual Meeting. Going forward, we intend to continue the dialogue with our stockholders on the matters described above and provide updates on future developments in these areas. Based in part on stockholder feedback, we have continued to revise our disclosure over the past several years in order to improve its effectiveness, including increasing proxy statement disclosures regarding our director skills and qualifications, Board risk management (including relating to cybersecurity) and executive compensation program, enhancing the design of our proxy statement and updating our corporate website disclosures.

In addition to the engagement described above, we also communicate with our stockholders through a number of routine forums, including quarterly earnings calls, SEC filings, our annual report and proxy statement, our annual meeting of stockholders, investor meetings and conferences and our Investor Relations website. As appropriate, we relay stockholder feedback and trends on corporate governance developments to our Board and its committees and work with them to both enhance our governance practices and strengthen our disclosures.

We expect to continue our stockholder engagement program in 2025 to further enhance and deepen our relationship with our stockholders.

Investor Relations Website

If you would like additional information about our corporate governance practices, you may view the following documents on our website at investor.groupon.com:

•Audit Committee Charter

•Compensation Committee Charter

•Nominating Committee Charter

•Corporate Governance Guidelines

•Code of Conduct

•Disclosure Controls & Procedures

We will provide any of the foregoing information without charge upon written request to the Corporate Secretary c/o Legal Department, Groupon, Inc., 35 W. Wacker, Floor 25, Chicago, Illinois 60601. In addition, stockholders and other interested parties may communicate with any of our directors, including our independent directors or all the directors as a group, by writing to the Corporate Secretary c/o Legal Department, Groupon, Inc., 35 W. Wacker, Floor 25, Chicago, Illinois 60601, and we will forward relevant communications to the appropriate directors depending on the facts and circumstances outlined in the communication. The information on our website is not part of this Proxy Statement and is not deemed to be incorporated by reference herein.

11 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

DIRECTOR COMPENSATION

We believe it is essential for our long-term success to attract highly talented candidates for our Board. Commensurate with this philosophy, we offer an annual cash and equity compensation program for our non-employee directors under our Non-Employee Directors’ Compensation Plan (a sub-plan of the 2011 Incentive Plan) (the “Director Compensation Plan”). The compensation of our non-employee directors is reviewed regularly by the Board upon recommendation from the Compensation Committee. Details of the Director Compensation Plan for the fiscal year ended December 31, 2024 are provided below, which did not change as compared to the Director Compensation Plan for the fiscal year ended December 31, 2023.

Components of Director Compensation

The following table provides a summary of the components of the Director Compensation Plan in effect for fiscal year 2024:


Position	Cash Retainer ($)	RSU Award ($)	Total ($)
Board Member	75,000	175,000	250,000
Non-Executive Board Chair	16,667	33,333	50,000
Audit Chair	13,333	26,667	40,000
Audit Member (non-chair)	10,000	—	10,000
Compensation Chair	6,667	13,333	20,000
Compensation Member (non-chair)	5,000	—	5,000
Nominating & Governance Chair	5,000	10,000	15,000
Nominating & Governance Member (non-chair)	5,000	—	5,000

Cash retainers are paid quarterly, and under the Director Compensation Plan, each non-employee director can elect to defer 100% of the annual cash retainer and 100% of the additional annual committee chair or member cash retainer into an award of deferred stock units. The number of deferred stock units to be awarded is determined by dividing the amount of the cash retainer to be exchanged by the fair market value of a share of common stock as of the date on which the cash retainer would otherwise have been paid. Deferred stock units are fully vested upon issuance and will be distributed following a non-employee director’s separation from service. Distributions are made in a single distribution in the form of shares.

Each non-employee director receives an annual grant of restricted stock units (“RSUs”) on the date of our annual meeting of stockholders, which vests 100% on the first anniversary of the annual meeting of the stockholders as long as the non-employee director remains on the Board on the vesting date (or earlier in the event of the non-employee director’s separation due to death, disability or retirement or in the event of a change in control). The number of RSUs granted is determined by dividing the dollar amount of the grant by the fair market value of a share of our common stock on the date of grant. A non-employee director may elect to defer receipt of vested RSUs until his or her separation from service.

In the event a newly-elected or appointed non-employee director becomes an eligible participant under the Director Compensation Plan following the date of the annual meeting of stockholders but during the same calendar year as the annual meeting of stockholders, the Board may, in its sole discretion, grant such non-employee director a pro-rated RSU award with respect to his or her service during the remainder of the year. The Company also pays or reimburses non-employee directors for reasonable travel, lodging and related expenses in connection with their attendance at Board, Committee or Company business meetings.

2024 Director Compensation

The following table sets forth the actual compensation paid to non-employee directors under the Director Compensation Plan for the fiscal year ended December 31, 2024.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Robert Bass(3)	93,333	201,637	294,970
Jan Barta(4)	—	—	—
Jason Harinstein(3)	91,667	188,320	279,987
Ted Leonsis(3)	106,667	218,291	324,958

(1)This column represents the amount of cash compensation earned in 2024 for Board and committee service. None of the non-employee directors elected to defer their cash compensation earned in 2024 into deferred stock units under the Director Compensation Plan. Mr. Senkypl is not included in this table as he is an employee of Groupon and thus received no compensation for his services as a director. For information on the compensation received by Mr. Senkypl as an employee of the Company see the Compensation Discussion & Analysis.

12 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

(2)Amounts disclosed in this column relate to the following June 12, 2024 grants of RSUs made under our Director Compensation Plan: 12,325 RSUs to Mr. Bass, 11,511 RSUs to Mr. Harinstein, and 13,343 RSUs to Mr. Leonsis. 100% of the RSUs will vest on June 12, 2025. With respect to each RSU grant, the amounts disclosed generally reflect the grant date fair value computed in accordance with FASB ASC Topic 718 ("ASC 718"), and do not reflect amounts actually paid to, or realized by, each director in 2024. For additional information, see Note 11 to the Company’s audited consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025. As of December 31, 2024, each non-employee director had the following aggregate number of stock awards outstanding:


Name			Number of Outstanding RSUs
Robert Bass			12,325
Jan Barta			—
Jason Harinstein			11,511
Ted Leonsis			13,343

(3)Mr. Barta elected to forego director compensation in 2024.

13 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

Director Stock Ownership Guidelines and Stock Holding Requirements

We maintain stock ownership guidelines that require each non-employee director to beneficially own Company common stock, as follows:

Ownership and Holding Guidelines

Measurement Requirements

2024 Compliance

• Common stock with a value of at least 3X the director’s annual cash retainer

• Meet ownership requirement by the later of April 1, 2021, or 5 years after initial election

• A director must retain 50% of net shares acquired upon the vesting of equity awards until the director meets the ownership requirements

The following shares count towards compliance:

• Shares owned outright and beneficially

• Shares equal to the number of deferred stock units credited under our Director Compensation Plan

• Unvested RSUs

• All directors were in compliance or on track to comply with the guidelines as of December 31, 2024

• Compliance is measured annually as of December 31st

14 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

COMPENSATION DISCUSSION
& ANALYSIS

This Compensation Discussion and Analysis provides information regarding the 2024 compensation program for (i) each person who served as our principal executive officer during 2024, (ii) each person who served as our principal financial officer during 2024, and (iii) our one other executive officer serving at fiscal year-end (our “Named Executive Officers” of “NEOs”). For 2024, our Named Executive Officers were:

•Dusan Senkypl, our Chief Executive Officer (“CEO”) and

•Jiri Ponrt, our Chief Financial Officer (“CFO”).

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2024 and provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. In addition, it analyzes how and why the Compensation Committee of our Board (the “Compensation Committee”) arrived at the specific compensation decisions for our Named Executive Officers in 2024 and discusses the key factors that the Compensation Committee considered in determining their compensation.

2024 Business Summary and Financial Results

Groupon is a global scaled two-sided marketplace that connects consumers to merchants. Consumers access our marketplace through our mobile applications and our websites, which are primarily localized groupon.com websites in thirteen countries. We operate in two segments, North America and International, and in three categories, Local, Goods and Travel.

2024 Financial Results

Our financial results as of and for the year ended December 31, 2024 are set forth below:


Gross Profit	Income (loss)	Adjusted EBITDA(1)	Operating Cash Flow
$444 million	$(57) million	$69 million	$56 million

(1)Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) is a non-GAAP financial measure. Please see “Appendix A - Adjusted EBITDA Information and Reconciliation” for more information.

2024 Executive Compensation Highlights

In 2024, Groupon continued to strengthen its leadership team to drive the company's transformation and enhance stockholder value. Mr. Senkypl was appointed as the permanent CEO on May 7, 2024. Mr. Ponrt continued in his role as CFO throughout 2024. In determining 2024 executive compensation, the Compensation Committee aimed to balance the goals of stabilizing the business, incentivizing performance, and attracting, motivating and retaining our leadership team.

The key decisions and aspects of our 2024 executive compensation program for our Named Executive Officers are summarized below:

•Following his appointment as permanent CEO, Mr. Senkypl's base salary rate was set at $150,000 per year. Mr. Ponrt’s base salary rate remained unchanged from 2023.

•All our NEOs participated in the 2024 performance-based annual bonus plan (“Annual Bonus Plan”), under which a bonus could only be earned based on achieving certain Revenue and Adjusted EBITDA goals aligned with the Company’s 2024 financial plan. The Revenue goal was achieved above threshold but remained below target. The Adjusted EBITDA goal remained below threshold. The Compensation Committee authorized Mr. Senkypl's and Mr. Ponrt’s Annual Bonus Plan payout at 6.92% of target, which was in alignment with other executives who were eligible for a bonus.

•All our NEOs were eligible to receive equity awards under the 2011 Incentive Plan in 2024. Our CEO and CFO received grants of performance stock units ("PSUs"), which vest only if the Company’s stock price reaches certain hurdles and the recipients remain in active service through defined service dates.

Each of the 2024 compensation elements is discussed in more detail below in “Elements of Executive Compensation.”

15 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

Compensation-Related Policies and Practices

Our executive compensation program reflects our compensation philosophy by incorporating certain compensation-related policies and practices while avoiding other more problematic or controversial policies and practices, as follows:

What We Do

•Maintain an independent Compensation Committee

•Retain an independent compensation consultant, which reports directly to the Compensation Committee and provides no other material services to us

•Conduct executive compensation reviews and compare our program against the competitive market and best practices

•Establish measurable performance objectives and maximum award levels under our performance based compensation programs, if applicable

•Generally vest annual equity awards over multi-year periods

•Conduct an annual non-binding advisory stockholder vote on Named Executive Officer compensation (a “Say-on-Pay” vote)

•Regularly engage with our stockholders to get their perspectives on executive compensation and corporate governance matters

•Conduct regular risk assessments of our compensation programs

•Maintain stock ownership and stock holding requirements for our executive officers

•Maintain a compensation recovery policy covering our executives

•Require our executive officers to pre-clear all stock trades (other than pursuant to an approved Exchange Act Rule 10b5-1 trading plan) even during an open window period

•Review the risks associated with key executive officer positions to ensure adequate succession plans are in place

What We Don’t Do

•Provide uncapped award opportunities

•Offer pension arrangements, supplemental retirement plans, or non-qualified deferred compensation arrangements to our executive officers

•Offer enhanced health and welfare benefits programs to our executive officers that are above and beyond those offered to our regular employees

•Provide excessive perquisites or other personal benefits to our executive officers

•Provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits

•Permit our employees (including our executive officers) and directors to hedge our equity securities, subject to limited exceptions

•Permit our employees (including our executive officers) and directors to pledge our equity securities, subject to limited exceptions

•Pay dividends or dividend equivalents on unvested or unearned equity awards

•Permit the repricing of stock options without stockholder approval

16 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

Clawback Policy

In the wake of the SEC’s promulgation of the final Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) clawback rules in January 2023 and the related Nasdaq listing standards implementation in October 2023, we updated our compensation recovery policy, which became effective as of October 2, 2023. The policy provides that following an accounting restatement, the Compensation Committee must assess whether any incentive-based compensation paid to executive officers was in excess of what should have been paid based on the revised financials, and thus should be subject to recovery. The policy applies to both current and former Section 16 Officers (and such other executives as specified by the Compensation Committee), regardless of such executive’s fault, misconduct or involvement in causing the restatement. In addition, the policy also permits the Compensation Committee to recover incentive-based compensation where intentional acts of fraud or dishonesty by a covered executive result in a material financial loss to the Company regardless of whether such acts result in noncompliance with any financial reporting requirement. The policy covers a three-year period preceding the date on which the Company is required to prepare an accounting restatement. The look-back period is not retroactive for compensation received prior to the policy’s October 2, 2023 effective date. For incentive-based compensation received prior to October 2, 2023, our prior compensation recovery policy will remain in effect.

Stockholder Advisory Vote on Named Executive Officer Compensation

Following our 2024 advisory votes on the frequency of the advisory vote to approve our Named Executive Officer compensation (the “Say-on-Frequency” vote), the Compensation Committee resolved to continue to conduct an annual “Say-on-Pay” vote to ensure that stockholder input informs our compensation philosophy and decisions. At our 2024 annual meeting of stockholders, approximately 98% of the shares entitled to vote on our “Say-on-Pay” proposal at the meeting approved the compensation of our named executive officers as disclosed in our 2024 definitive proxy statement. This approval percentage represents a 15% increase over our 2023 Say-on-Pay vote. As the Compensation Committee reviewed our executive compensation policies and practices since this Say-on-Pay vote and made its compensation decisions for 2024, it has been mindful of the level of support our stockholders have expressed for our approach to executive compensation and also considered feedback from our stockholder engagement efforts, and did not make any changes to the compensation program as a direct result of this vote. For 2024 the Committee continued to apply the same general compensation principles and philosophy in the components of the 2024 executive compensation program that were used in 2023.

The Compensation Committee recognizes that pay practices continue to evolve, and as a result, it continues to refine our executive compensation policies and practices in its ongoing effort to ensure our executive compensation program supports our compensation philosophy and objectives, as well as our overall corporate goals and values.

We believe in the importance of engaging with and listening to our stockholders. As part of our ongoing efforts over the past several years, we have enhanced our executive compensation program and corporate governance policies and practices based, in part, on the feedback we have received from our stockholders. In particular, we have conducted stockholder outreach to discuss our executive compensation program, among other things, with our significant stockholders. For additional information, see “How to Communicate with the Board – Stockholder Engagement.”

Compensation Philosophy

On an annual basis, the Compensation Committee reviews our compensation philosophy, programs, and practices to ensure that the meet the needs of not only the Company, but also our stockholders. Our philosophy is to establish and maintain an executive compensation program that attracts proven, talented leaders who possess the skills and experience necessary to achieve our financial, operational and strategic goals, while materially adding to our long-term value without creating excessive risk to the organization. We seek to structure our executive compensation packages to be consistent with the competitive market and to align the long-term interests of our Named Executive Officers and stockholders so that pay appropriately reflects performance in achieving our financial, operational and strategic objectives. Specifically, our executive compensation program is designed to:

•recruit and retain talented and experienced individuals who are able to develop, implement, and deliver on long-term value creation strategies;

•ensure that our compensation is reasonable and competitive with the pay packages made available to executives at companies with which we compete for executive talent;

•provide a substantial portion of each executive officer’s compensation in elements that are directly tied to our long-term value and growth in alignment with the interests of our stockholders;

•reward both company and individual performance and achievement; and

•ensure that our compensation structure does not encourage unnecessary and excessive risk-taking.

Year-over-year changes in the elements of our compensation program were driven primarily by the unique circumstances faced by the Company in recent years (including 2024) rather than by a change in long-term philosophy and generally remained consistent with our philosophy.

17 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

Governance of Executive Compensation Program

Role of Compensation Committee

The Compensation Committee, which is composed entirely of independent directors, discharges the responsibilities of our Board with respect to the compensation of our Named Executive Officers and the non-employee members of our Board. Specifically, the Compensation Committee approves our compensation philosophy and oversees the design, development, and implementation of our executive compensation program and related policies and practices to ensure that they are consistent with the long-term interests of our stockholders. This includes having final authority to review and approve the compensation of our CEO and our other Named Executive Officers. For a discussion of our compensation philosophy and the principal objectives of our executive compensation program, see “Compensation Philosophy” above.

The Compensation Committee operates under a written charter adopted by our Board.

In carrying out its responsibilities, the Compensation Committee determines the amounts and allocates the mix of compensation between base salary, target annual performance-based bonus opportunities and long-term incentive compensation for our Named Executive Officers. The Compensation Committee also selects the performance measures and establishes the target levels for our performance-based bonuses. In 2024, the Compensation Committee continued to focus on selecting appropriate measures and establishing meaningful performance baselines for these awards in light of our management transitions, our overall business performance, our ongoing restructuring actions and unpredictable impacts of the macroeconomic environment on our business. The Compensation Committee also sought to balance maintaining stability with continuing to execute against our strategy for recovery and future growth in order to drive long-term stockholder value creation. The Compensation Committee also designs, approves, and oversees our 2011 Incentive Plan, grants all equity awards to our Named Executive Officers and has the authority to grant equity awards to other eligible employees in accordance with the terms of the 2011 Incentive Plan.

The Compensation Committee reviews our compensation recovery policy, post-employment compensation arrangements, other executive benefits, and, if applicable, retirement benefits and perquisites from time to time. In addition, the Compensation Committee reviews and evaluates the risks associated with our compensation philosophy and executive compensation program as discussed under “Compensation Risk Assessment” below.

Further, the Compensation Committee is responsible for reviewing, discussing, and approving the Compensation Discussion and Analysis and the accompanying Compensation Committee Report for inclusion in the annual proxy statement that we file with the SEC.

To promote independent decision-making on executive compensation matters, the Compensation Committee regularly meets in executive session without management present, often with the participation of its compensation consultant. The Compensation Committee regularly assesses the effectiveness of our executive compensation program in driving performance, and uses stockholder feedback, competitive market data, applicable regulatory requirements and external trends to inform its decision-making.

Compensation-Setting Process

The Compensation Committee has historically reviewed our executive compensation program and the elements of compensation of our Named Executive Officers on an annual basis, usually in the first quarter of the year. The Compensation Committee also will consider adjustments to the compensation of our Named Executive Officers at other times during the year if a change in the scope of an executive officer’s role and responsibilities or other developments or circumstances warrant such consideration.

The Compensation Committee engages the services of a compensation consultant and considers the analysis and advice of its compensation consultant in discharging its responsibilities. Representatives of the compensation consultant attend Compensation Committee meetings and have direct access to Compensation Committee members.

In determining the amount of each element of compensation and the target total direct compensation of our Named Executive Officers, the Compensation Committee does not use a single method or measure in arriving at its decisions. In making decisions about the compensation of our Named Executive Officers, the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including, without limitation, the following:

18 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

•Our executive compensation program objectives;

•Our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board;

•The impact of any unique circumstances, challenges or developments affecting the Company;

•An individual Named Executive Officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at the companies in our compensation peer group;

•The scope of a Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group;

•The performance of an individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;

•The potential of an individual Named Executive Officer to contribute to our long-term financial, operational, and strategic objectives;

•The proposed compensation packages of our other Named Executive Officers (internal pay equity);

•The compensation practices of our compensation peer group; and

•The recommendations of our CEO with respect to the compensation of our other Named Executive Officers.

These factors provide the framework for compensation decision-making and final decisions regarding the target total direct compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions.

Role of Management

The Compensation Committee generally seeks input from our CEO and senior members of our Human Resources department when evaluating the performance and compensation of our Named Executive Officers, as well as during the process of negotiating compensation packages with new senior executive hires. The Compensation Committee gives considerable weight to our CEO’s evaluation of our other Named Executive Officers because of his direct knowledge of each individual’s performance and contributions.

The Compensation Committee solicits and reviews our CEO’s recommendations and proposals with respect to adjustments to target total cash compensation, long-term incentive compensation opportunities, program structures, and other compensation-related matters for our executive officers (other than with respect to his own compensation). The Compensation Committee reviews and discusses these recommendations and proposals with our CEO and considers them as one factor in determining the compensation for our Named Executive Officers.

Our CFO and Chief Accounting Officer also work with senior members of our Human Resources department to advise the Compensation Committee with regard to the financial and accounting implications of our compensation programs and hiring decisions.

None of our Named Executive Officers participates in or is present during Compensation Committee deliberations relating to his or her own compensation. Further, in accordance with Nasdaq listing standards, the CEO does not vote on nor is he present when his own compensation is discussed or approved.

Role of Compensation Consultant

The Compensation Committee engages an external compensation consultant to assist it in discharging its responsibilities. This compensation consultant, who reports directly to the Compensation Committee, provides competitive market data, analysis, and other resources to help execute our overall executive compensation strategy. The Compensation Committee directs the compensation consultant to work with the appropriate members of management to obtain information necessary to prepare its analysis of our executive compensation program and evaluate our CEO’s recommendations. The compensation consultant also meets with the Compensation Committee during its regular meetings and in executive session, where no members of management are present, and can meet with the Compensation Committee chair and other members of the committee outside of regular meetings. The Compensation Committee has the sole power to hire, terminate or replace the compensation consultant at any time and periodically reviews its relationship with the compensation consultant.

For 2024, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm (“Compensia”), as its compensation consultant to advise on executive compensation matters and provide data and an analysis of competitive market pay practices for our CEO and CFO as part of our hiring process. Although we may retain the Compensation Committee’s compensation consultant for discrete projects from time to time, Compensia did not provide any other material services to the Company (separate from consulting advice provided to the Compensation Committee) in 2024.

19 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

The Compensation Committee has a policy for compensation consultant independence under which any compensation consultant retained by the committee must be independent of the Company and management. The Compensation Committee reviewed the independence of Compensia in light of this policy, SEC rules, and the applicable Nasdaq listing standards regarding compensation consultants and has concluded that Compensia’s work for the committee did not raise any conflict of interest and that Compensia was able to provide the Compensation Committee with independent advice.

Use of Competitive Market Data

As part of its compensation setting process, the Compensation Committee, with the assistance of its compensation consultant, regularly reviews and updates our compensation peer group and other compensation data to ensure that it remains appropriate for review and comparison purposes.

Historically, the compensation peer group has generally reflected companies in the Internet Software & Services and Internet & Direct Marketing Retail industries whose businesses align with ours, as well as other software companies with a size comparable to ours based on revenue and market capitalization. Our compensation peer group generally includes companies with which we compete for executive talent, which includes larger global companies, as well as smaller companies. The technology labor market is highly competitive for executive level talent that can provide innovative leadership while managing at a global scale across several lines of business. The Compensation Committee believes that it is necessary to consider these factors in making compensation decisions in order to attract and retain talent.

We also participate in surveys of market compensation practices in our industry and broadly across other industries and undertake specialized studies of competitive market practices using the most relevant published survey sources and public filings.

For 2024, the Compensation Committee used market data drawn from the survey data and public filings to evaluate the competitive market when determining the target total direct compensation for CEO and CFO. While the Compensation Committee considers this information, it does not engage in strict benchmarking to a fixed percentile. The Compensation Committee relies on the expertise of its members to develop pay packages that are appropriate for each Named Executive Officer. Given the ongoing nature of the unique circumstances faced by the Company the past few years, the Company considered a variety of factors, in addition to market data, in continuing to evaluate and adjust its executive compensation program during 2024.

Elements of Executive Compensation

For 2024, the target total direct compensation opportunities of our Named Executive Officers consisted of base salary, a target performance-based bonus opportunity and long-term incentive compensation in the form of new PSU awards. The following table provides a summary of the 2024 compensation arrangements for our Named Executive Officers.

Elements of Executive Compensation and 2024 Snapshot


Type of Compensation	Compensation Element	Objective
Fixed	Base Salary	Provide competitive level of fixed compensation. Attract and retain key executive talent.
Variable Compensation (Performance-Based and All At-Risk)	Performance-Based Bonus	Motivate and reward executives for achieving annual Company financial objectives. Promote retention.
Variable Compensation (At-Risk Component)	Performance-Based PSU Awards	Directly align interests of executives with long-term stockholder value creation and promotes retention, especially with respect to PSU awards that require significant stock price appreciation to vest.

Base Salary

We offer competitive base salaries, which are intended to provide a level of stable fixed compensation to our Named Executive Officers for the performance of their day-to-day services. We generally use base salary to recognize the experience, skills, knowledge, and responsibilities of our Named Executive Officers, as well as to reflect competitive market practice. We review base salaries on an annual basis and may adjust base salaries during the year in response to significant changes in an executive's responsibilities or events that will impact the long-term retention of a key executive.

20 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

In determining the base salaries for our Named Executive Officers, the Compensation Committee takes into consideration a competitive market analysis of relevant compensation data for each position prepared by its compensation consultant, its assessment of competitive market conditions, base salary and target total cash compensation relative to other executives in similar positions, the recommendations of our CEO (other than with respect to his own base salary) and the factors described in “Governance of Executive Compensation Program – Role of Compensation Committee – Compensation-Setting Process” above.

The base salary rates of our Named Executive Officers for 2024 were as follows:


Named Executive Officer			2024 Base Salary ($)
Mr. Senkypl(1)			150,000
Mr Ponrt(2)			450,000

(1) Prior to his May 7, 2024 appointment as permanent CEO, Mr. Senkypl elected to receive the statutory minimum wage as his base salary, which was equivalent to a base salary rate of approximately $19,000 U.S. Dollars (amounts paid in Czech Koruna were translated to U.S. dollars as of December 29, 2023, at a rate of 1 Czech Koruna = $.045 U.S. Dollars). Following his appointment as permanent CEO, Mr. Senkypl's base salary rate was set at $150,000 U.S. Dollars per year, to reflect his matriculation to a full-time permanent position.

(2) Mr. Ponrt's base salary rate remained unchanged from 2023.

The base salaries actually paid to our Named Executive Officers in 2024 are set forth in the “2024 Summary Compensation Table” below.

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Short-Term Incentive Compensation

2024 Performance-Based Bonus

In 2024, all our NEOs were eligible to participate in a bonus program. Messrs. Senkypl and Ponrt were eligible for annual bonuses subject to company performance (details in "Corporate Performance Measures" below).

The Compensation Committee can exercise downward discretion on individual payouts with respect to individual Named Executive Officer performance based on a recommendation from our CEO (other than with respect to his own performance-based bonus payout, if applicable). The Compensation Committee did not exercise such discretion for 2024.

2024 Performance-Based Target Bonus Opportunities

In April 2024, the Compensation Committee approved new annual target bonus opportunities for Messrs. Senkypl and Ponrt for 2024 after taking into consideration a competitive market analysis of the relevant compensation data for their positions prepared by its compensation consultant, its assessment of competitive market conditions, their performance-based bonus targets and total target annual cash compensation relative to other executives, the fact that Mr. Senkypl and Mr. Ponrt were to receive new PSU awards and the factors described in “Governance of Executive Compensation Program - Role of Compensation Committee - Compensation-Setting Process” above.

Messrs. Senkypl and Ponrt were eligible for the below 2024 annual target cash bonuses:


Named Executive Officer	2024 Target ($)	2024 Bonus Target (As a % of Base Salary)
Dusan Senkypl	150,000	100%
Jiri Ponrt	150,000	33%

Under the bonus program, the bonus payout is determined by the level of total corporate performance achieved, with linear-interpolation being used to determine the bonus payout if total corporate performance falls between two levels:


Performance Level			Bonus Payout
At or below threshold			0% of Target Bonus
Mid-Target			50% of Target Bonus
Target			100% of Target Bonus
At or above maximum			150% of Target Bonus

Corporate Performance Measures

In April 2024, the Compensation Committee selected Adjusted EBITDA1 (weighted 50%) and Revenue (weighted 50%) as the corporate performance measures for purposes of the 2024 Annual Bonus Plan:

•“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.

•“Revenue” is earned through transactions which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue from those transactions is reported on a net basis as the purchase price collected from the customer for the offering less an agreed upon portion of the purchase price paid to the third-party merchant. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties.

Adjusted EBITDA is a key measure used by our management and Board to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results. See “Appendix A” for a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, “Net income (loss)”.

1 Adjusted EBITDA is a non-GAAP financial measure.

22 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

We use Revenue to evaluate our business because it is a key driver of stockholder value creation and because it incentivizes our executives to maximize our top line growth.

The Compensation Committee established threshold, mid-target, target and maximum performance levels for the measures of Adjusted EBITDA ($80 million, $90 million, $102.5 million and $120 million, respectively) and Revenue ($489 million, $502 million, $515.1 million and $540 million, respectively), which were aligned with the Company’s 2024 financial plan. In determining whether a performance level had been satisfied, the Compensation Committee, in its discretion, could exclude the impact of (i) special charges or credits relating to a divestiture, spin off, merger, acquisition or other business combination transaction, (ii) unforeseen, unusual or non-recurring charges or credits relating to the execution of the Company’s operating plan, including, without limitation, facilities exit costs, severance and contract termination costs which may not be included in any restructuring plan, and (iii) unforeseen, unusual or non-recurring events that significantly impact the Company’s business and operations.

2024 Performance-Based Bonus Results

For 2024, we achieved Adjusted EBITDA of $69.3 million and Revenue of $492.6 million, resulting in a total bonus payout of 6.92% of target for Messrs. Senkypl and Ponrt. in alignment with the other bonus-eligible executives. This resulted in an overall bonus payment of $10,388 for each of Messrs. Senkypl and Ponrt.

See “Appendix A” for a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, “Net income (loss).”

Equity Awards

Our long-term incentive compensation program is designed to align the interests of our Named Executive Officers with the interests of our stockholders, promote the achievement of our financial and operational/strategic goals, and reward the creation of sustained long-term stockholder value while satisfying our retention objectives. In 2024, our long-term incentive compensation program consisted of PSU awards granted to both our CEO and CFO. We believe that these awards align the interests of our Named Executive Officers with those of our stockholders, provide some predictability to our Named Executive Officers in the value of their compensation and build stock ownership.

In general, we believe that PSU awards serve as an important motivator for our Named Executive Officers to drive financial performance and provide a direct pay-for-performance link between compensation and stockholder return, thereby motivating our Named Executive Officers to focus on and strive to achieve both our annual and long-term financial and strategic objectives, including stockholder value creation.

PSU Awards

In connection with their roles as CEO and CFO respectively, Mr. Senkypl and Mr. Ponrt received PSU awards on May 1, 2024 in the amounts set forth in the below table, contingent on receiving stockholder approval on June 12, 2024. The Compensation Committee approved a specific target number of PSUs for each of them. The 2024 PSU Program allows participants to earn company shares based on specific stock price performance conditions and service milestones over a three-year period.


Named Executive Officer			2024 PSU Award (Number of PSUs)(1)
Mr. Senkypl			1,393,948
Mr. Ponrt			522,731

(1)The PSUs granted on May 1, 2024, vest based on both the achievement of stock price hurdles and continued service. The stock price hurdles are set in four tranches, with each tranche vesting once the average stock price exceeds specific thresholds: $14.86, $20.14, $31.01 and $68.82, during the performance period. The service condition is met in three installments: 33% of each tranche vests on May 1, 2025, 33% on May 1, 2026, and 34% on May 1, 2027. If either requirement is not met by the end of the performance period, the unvested PSUs are forfeited.

Other Compensation

Health and Welfare Benefit Programs

Our employee benefit programs, including our Section 401(k) plan and health, life, and disability insurance coverage programs, are designed to provide a stable array of support to our employees generally, including our Named Executive Officers, and their families. Our Section 401(k) plan, in which all employees generally are eligible to participate, allows participants to defer compensation up to the maximum amount specified by the Internal Revenue Code (the “Code”). Elective deferrals are immediately vested and non-forfeitable

23 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

upon contribution by the employee. We match 50% of the first 6% of eligible compensation deferred to the plan, which vests on a three-year graded vesting schedule.

We do not maintain any pension plan or arrangement under which our Named Executive Officers are entitled to participate or to receive post-retirement benefits, nor do we maintain any non-qualified deferred compensation plans or arrangements in which our Named Executive Officers are entitled to participate.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Generally, we do not provide perquisites or other personal benefits to our Named Executive Officers except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes. During 2024, none of our Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Post-Employment Compensation

As previously disclosed, we have entered into severance benefit agreements with each of our Named Executive Officers that set forth the terms and conditions of certain post-employment compensation arrangements with such individuals. These agreements provide for certain payments and benefits in the event of the termination of employment of a Named Executive Officer under specified circumstances, including in connection with a change in control of the Company. We believe that our extension of these post-employment and change in control-related payments and benefits is necessary in order to remain competitive with market practice. The material terms of these post-employment compensation arrangements for our Named Executive Officers is set forth in the “Severance Benefit Agreements” section.

Related Compensation Policies

Hedging and Pledging Policy

Our employees, officers (including our Named Executive Officers), and directors are prohibited from engaging in transactions in publicly traded options on Company securities (such as puts, calls, and other derivative securities) on an exchange or in any other organized market or purchasing financial instruments or entering into hedging transactions designed to offset a decrease in the value of the Company’s securities. In addition, our employees, officers (including our Named Executive Officers), and directors are prohibited from pledging any Company securities as collateral for a loan and from holding Company securities as collateral in a margin account. Exceptions to the pledging prohibition may be granted by our Deputy General Counsel and CFO (or, in certain cases, the Chair of our Board or Chair of the Audit Committee) in limited circumstances if the requesting person demonstrates the financial capacity to repay the loan without resort to the pledged securities.

Officer Stock Ownership Guidelines and Stock Holding Requirements

We maintain stock ownership guidelines applicable to our Named Executive Officers. This program is designed to further strengthen alignment between the interests of our Named Executive Officers and our stockholders and provides as follows:

Ownership and Holding Requirements

Measurement Requirements

2024 Compliance

•Common stock with a value of at least 4X base salary (CEO) / 2X base salary (all other NEOs)

•Meet ownership requirement by the later of April 1, 2021, or five years from date of initially becoming subject to the guidelines

•An officer must retain 50% of net shares acquired upon the exercise, vesting, or earn-out of equity awards until the officer meets the ownership requirements

The following shares count towards compliance:

•Shares owned by the officer

•Shares owned jointly by the officer and spouse or held in trust established by the officer for the benefit of the officer and/or family members

•Unvested RSUs

•Earned but unvested PSUs subject only to time-based vesting conditions following our Compensation Committee’s certification of the attainment of the applicable performance metrics

•All officers were in compliance (or on track to comply) with the guidelines as of December 31, 2024

•Compliance is measured annually as of December 31st

24 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

Equity Grants Policies

We do not time the grant of equity awards in coordination with the release of material non-public information, and the release of material non-public information is not timed on the basis of option grant dates. Our equity awards are granted under a stockholder-approved plan, and we do not currently grant stock options. Equity awards are generally approved on the dates of our regularly scheduled Compensation Committee meetings and are effective as of such dates or specified prospective dates. Outside of the annual grant cycle, we may make equity award grants in connection with a new hire package or retention grant.

Tax and Accounting Considerations

Taxation of Parachute Payments and Deferred Compensation

We do not provide and have no obligation to provide any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code.

Sections 280G and 4999 provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceed certain limits prescribed by the Code and that the employer may forfeit a deduction on the amounts subject to this additional tax. Our 2011 Incentive Plan permits a participant to elect, in his or her discretion, to reduce a payment or acceleration of vesting under the plan to the extent necessary to avoid the imposition of an excise tax under Sections 280G and 4999.

Section 409A also may impose significant taxes on a service provider in the event that he or she receives deferred compensation that does not comply with the requirements of Section 409A. We have structured our compensation arrangements with the intention of complying with or otherwise being exempt from the requirements of Section 409A, but we do not guarantee any particular tax result for participants. Further, our 2011 Incentive Plan provides that our Board may amend the terms of each plan or any award agreement to the extent necessary to comply with or effectuate an exemption from the requirements of Section 409A.

We recognize a charge to earnings for equity awards. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest, except for awards with both performance conditions and a graded vesting schedule, for which expense is recognized using the accelerated method. We expect that the Compensation Committee will continue to review and consider the accounting impact of equity awards in addition to considering the impact for dilution when deciding on amounts and terms of equity awards.

Compensation Risk Assessment

We regularly undertake a risk review of our employee compensation plans and arrangements in which our employees (including our Named Executive Officers) participate, to determine whether these plans and arrangements have any features that might create undue risks or encourage unnecessary and excessive risk-taking that could threaten the value of the Company. As part of this review, we considered numerous factors and design elements that manage and mitigate risk, without diminishing the effect of the incentive nature of compensation, including the following:

•A commission-based incentive program for sales employees that results in payout based on measurable financial or business critical metrics;

•Variable cash compensation programs for employees that are generally funded based on Company performance;

•A large percentage of our executive compensation comprised of equity-based awards in order to directly tie the executive’s expectation of compensation to his or her contributions to the long-term value of the Company; and

•Formal risk mitigation practices in place (i.e., independent Compensation Committee oversight, stock ownership guidelines, insider trading policy and compensation recovery/clawback policy and cash bonus payouts capped at a maximum of 150%).

Based on such reviews, we have concluded that any potential risks arising from our employee compensation programs, including our executive compensation program, are not reasonably likely to have a material adverse effect on the Company.

25 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

NAMED EXECUTIVE OFFICER COMPENSATION

2024 Summary Compensation Table

The following Summary Compensation Table contains compensation information for our Named Executive Officers: (i) Mr. Senkypl, who served as Interim CEO effective as of March 30, 2023, and as permanent CEO effective as of May 7, 2024; and (ii) Mr. Ponrt, who served as CFO effective as of April 13, 2023. No compensation information is provided for 2022 for any of our NEOs since all were hired into their current positions in 2023.


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total Compensation ($)
Dusan Senkypl Chief Executive Officer	2024	103,477(4)	18,943,753	—	10,388	—	19,057,618
	2023	14,028	—	3,325,000	—	—	3,339,028
Jiri Ponrt Chief Financial Officer	2024	450,000	7,103,914	—	10,388	1,085	7,565,387
	2023	323,014	747,999	—	273,463	251	1,344,727

(1)Amounts disclosed in this column in 2024 relate to PSUs awarded under our 2011 Incentive Plan on May 1, 2024, which were made contingent on receiving approval on June 12, 2024. For purposes of ASC 718, June 12, 2024 is the PSUs grant date. The amounts disclosed generally reflect the grant date fair value of the PSUs computed in accordance with ASC 718, and do not reflect amounts actually paid to, or realized by, the Named Executive Officers in 2024. The grant date fair value amounts in this column disclosed differ from the preliminary aggregate fair value estimate amounts disclosed in the May 23, 2024 supplement to our 2024 proxy statement, since those value were calculated as of the PSUs' May 1, 2024 award date. For additional information, see Note 11 to the Company’s audited consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025.

(2)Bonuses were paid to Mr. Senkypl and Mr. Ponrt under the 2024 Annual Bonus Plan.

(3)Amounts disclosed in this column include amounts paid by the Company for parking, toll and taxi expenses for Mr. Ponrt ($1,085).

(4)In 2024, Mr. Senkypl received a base salary increase following his announcement as permanent CEO. The amounts paid in 2024 in Czech Koruna were translated to U.S. dollars as of December 31, 2024, at a rate of 1 Czech Koruna = $.04134 U.S. Dollars.

Grants of Plan-Based Awards In 2024

The following table sets forth information regarding grants of awards made to our Named Executive Officers during 2024. We did not grant any stock options to our NEOs during 2024.

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Name	Award Type	Grant Date	Board Approval Date	Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1)			Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(2)
				Threshold ($)	Target ($)	Maximum ($)
Dusan Senkypl	Annual Bonus Plan	—	—	—	150,000	225,000	—	—
	PSU	6/12/2024	5/01/2024	—	—	—	1,393,948	18,943,753
Jiri Ponrt	Annual Bonus Plan	—	—	—	150,000	225,000	—	—
	PSU	6/12/2024	5/01/2024	—	—	—	522,731	7,103,914

(1)Reflects the potential performance bonus payout of Mr Senkypl's and Mr. Ponrt’s 2024 Annual Bonus Plan, which may be earned for performance above threshold or at or above mid-target, at target and maximum levels, respectively.

(2)Reflects the grant date fair value of PSUs computed in accordance with ASC 718. For further information on the PSUs' grant date fair values, see the footnotes to the 2024 Summary Compensation Table" above.

Outstanding Equity Awards At 2024 Year-End

The following table lists all outstanding equity awards held by our Named Executive Officers as of December 31, 2024. See “Potential Payments on Termination or Change in Control” for information regarding the impact of certain employment termination scenarios on outstanding equity awards.


		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Equity incentive plan awards: Number of Unearned Shares of Stock That Have Not Vested (#)	Equity incentive plan awards: Market or Payout Value of Unearned Shares of Stock That Have Not Vested(1) ($)
Dusan Senkypl	6/12/2024(2)	—	—	—	—	1,393,948	16,936,468
	3/30/2023(3)	2,625,000	437,500	6.00	3/30/2026	—	—
Jiri Ponrt	6/12/2024(2)	—	—	—	—	522,731	6,351,182

(1)Reflects the market value of PSUs, based on the price per share of common stock of $12.15, the closing market price on December 31, 2024. These amounts do not correspond to the actual value that may be realized by the Named Executive Officers. No PSUs have met the stock price goal.

(2)The PSUs granted on May 1, 2024 vest based on both the achievement of stock price hurdles and continued service. The stock price hurdles are set in four tranches, with each tranche achieved once the average stock price exceeds specific thresholds: $14.86, $20.14, $31.01 and $68.82, during the performance period. The service condition is met in three installments: 33% of each tranche vests on May 1, 2025, 33% on May 1, 2026, and 34% on May 1, 2027. If either requirement is not met by the end of the performance period, the unvested PSUs are forfeited.

(3)Unvested options are scheduled to vest according to the following schedule: 437,500 on March 31, 2025, subject to (i) Mr. Senkypl’s continued service as permanent Chief Executive Officer or (ii) Mr. Senkypl’s continued service as a member of the Board on the applicable vesting date, provided that his service as Interim or permanent Chief Executive Officer continues until (x) the appointment of his successor by a majority of the members of the Board unaffiliated with PFC and (y) Mr. Senkypl has agreed to provide reasonable assistance in the transition of such successor as a member of the Board through the applicable vesting date.

Option Exercises and Stock Vested in 2024

The following table sets forth the number of shares of common stock acquired during 2024 by our Named Executive Officers upon the vesting of RSUs and the value realized upon such vesting. No stock options were exercised during 2024 by our Named Executive Officers.

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	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)(2)
Dusan Senkypl	—	—
Jiri Ponrt	183,333	1,901,163

(1)Reflects the aggregate number of shares of common stock underlying the RSUs that vested in 2024.

(2)Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing price on the Nasdaq of a share of common stock on the date of vesting, or if such day is not a trading day, on the immediately preceding trading day, by (ii) the gross number of shares of common stock acquired upon vesting.

Severance Benefit Agreements

Both Mr. Senkypl and Mr. Ponrt executed new severance benefit agreements with the Company in 2024 (the “Severance Agreements”). Under the terms of the Severance Agreements (the following description of which is qualified in its entirety by reference to the underlying agreements), upon a termination of Mr. Senkypl and Mr. Ponrt’s employment by the Company without cause, or upon a termination of employment for good reason (each a “Qualifying Termination”) that is not a CIC Termination (as defined below), such individual would be eligible to receive (a) a lump sum payment in an amount equal to three months of the NEO’s annual base salary and (b) accelerated vesting of the NEO’s then-outstanding time-based equity awards scheduled to vest over the 12-month period following the NEO’s termination date (with any awards that remain unvested following such acceleration forfeiting, and vested options remaining exercisable until they expire under the applicable award agreement). In addition, other than a Qualifying Termination by an NEO for good reason in connection with a material adverse change in the NEO’s authority, the NEO’s stock price hurdle PSUs will be eligible for prorated vesting based on actual performance upon a Qualifying Termination, contingent upon completion of both the first 1-year service period and achievement of the lowest stock price performance hurdle. For the service condition, actual performance shall be the number of days between the start of the 1-year service period in which the NEO’s termination date occurs and the NEO’s termination date. For the stock price hurdle condition, actual performance shall be all hurdles which have been achieved as of the NEO’s termination date plus, to the extent the average stock price on the termination date falls between two hurdles, the level of performance achieved using such average stock price, determined by applying linear interpolation.

Upon a termination due to incapacity, the Compensation Committee shall have the discretion to accelerate the vesting of each NEO’s stock price hurdle PSU awards.

In addition, upon a termination of Mr. Senkypl and Mr. Ponrt’s employment by the Company without cause occurring within six months prior to, or 12 months following, a change in control (a “CIC Termination”), Mr. Senkypl and Mr. Ponrt would be eligible to receive the same severance benefits as described above for a Qualifying Termination, except each NEO will also be eligible for: (a) a lump sum payment in an amount equal to a pro-rated portion of his target performance-based bonus, based on the number of days served during the year of termination; (b) accelerated vesting of 100% of the NEO’s then-outstanding time-based equity awards, and (c) instead of only prorated service vesting for the NEO’s stock price hurdle PSU awards, the NEO will receive accelerated vesting on all remaining 1-year service periods. Under Mr. Senkypl’s option award agreement, he is also eligible for accelerated vesting of 100% of his then-outstanding stock options in connection with a resignation for Good Reason that occurs in the 12 months following a change in control (as defined under such award agreement).

Mr. Senkypl and Mr. Ponrt are also subject to non-competition and non-solicitation restrictive covenants for a period of 12 months following the termination of their employment for any reason. To receive any payments or benefits under the Severance Agreements, each individual is required to sign and allow to become effective a release of claims in favor of the Company. The terms “cause,” “good reason,” “incapacity” and “change in control” are defined in the applicable Severance Agreements. A “change in control” does not include a transaction resulting in PFC, together with its affiliated entities and individuals, becoming the direct or indirect beneficial owner of more than fifty percent of the total combined voting power of the Company’s then‑outstanding securities entitled to vote generally in the election of Board members, unless as a result of a transaction approved by the Board, including by a majority of members of the Board unaffiliated with PFC.

Potential Payments Upon Termination or Change in Control

The table below shows the payments and benefits potentially payable to Mr. Senkypl and Mr. Ponrt upon a change in control, CIC Termination or Qualifying Termination (other than a CIC Termination) based on an assumed termination date of December 31, 2024. The actual amounts to be paid to such Named Executive Officers in connection with their termination of employment can only be determined at the time of such termination and will depend on the circumstances of his or her termination. In addition to the amounts shown in the table below, each Named Executive Officer is entitled to receive amounts earned during the term of employment regardless of the manner of termination, including accrued but unpaid base salary and other employee benefits to which such Named Executive Officer was entitled on the date of termination.

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Executive	Payment Elements	Change in Control (No Termination) ($)	CIC Termination ($)(1)	Qualifying Termination (Other than a CIC Termination) ($)(2)
Dusan Senkypl	Salary(3)	—	37,500	37,500
	Annual Performance Bonus(4)	—	150,000	—
	Equity Awards(5)	—	2,690,625(6)	2,690,625(7)
	TOTAL	—	2,878,125	2,728,125
Jiri Ponrt	Salary(3)	—	112,500	112,500
	Annual Performance Bonus(4)	—	150,000	—
	Equity Awards(5)	—	—	—
	TOTAL	—	262,500	112,500

(1)For each of our Named Executive Officers listed in this table, amounts in this column include cash and equity acceleration benefits as a result of a CIC Termination under the Severance Agreements.

(2)For each of our Named Executive Officers listed in this table, amounts in this column include cash and equity acceleration benefits as a result of a Qualifying Termination that is not a CIC Termination under the Severance Agreements.

(3)Represents a lump sum payment in an amount equal to 3 months of such individual’s annual base salary.

(4)Represents a lump sum payment in an amount equal to the target performance bonus in case of a CIC Termination; a CIC Termination on an earlier date would result in pro-ration of the target award based on the number of days served during the year in which the termination of employment occurred.

(5)Represents equity acceleration as provided for in the Severance Agreements.

(6)Represents the dollar value of 100% accelerated vesting of such individual’s service-based equity awards outstanding as of December 31, 2024 as provided by the change in control termination benefits in the Severance Agreements. These values are based on the closing price of a share of Groupon common stock on December 31, 2024. No outstanding performance-based equity awards were eligible for accelerated vesting as of December 31, 2024.

(7)Represents the dollar value of accelerated vesting of such individual’s service-based equity awards scheduled to vest over the 12-month period following December 31, 2024. These values are based on the closing price of a share of Groupon common stock on December 31, 2024. No outstanding performance-based equity awards were eligible for accelerated vesting as of December 31, 2024.

CEO Pay Ratio

For the 2024 fiscal year, the ratio of the annual total compensation of Mr. Senkypl, our CEO (“CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr. Senkypl (“Median Annual Compensation”) was 477 to 1. This ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. In this summary, we refer to the employee who received the Median Annual Compensation as the “Median Employee.”

For purposes of this summary, CEO Compensation was $19,057,618 and was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K.

For purposes of this summary, Median Annual Compensation was $39,926, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2024 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. To identify the Median Employee as well as determine the Median Employee’s annual total compensation, the methodology and the material assumptions, adjustments, and estimates that were used are as follows:

•The Company determined that there had not been any changes to its employee population or compensation programs since 2023 that would result in a significant change to the pay ratio disclosure for 2024. As a result, the Company is not required to re-identify its Median Employee for 2024.

•To identify the Median Employee, we first determined our employee population as of December 31, 2023 (the “Determination Date”). We had 2,153 employees, representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries (other than our CEO) as of the Determination Date. This number is consistent with the applicable SEC rules and excludes (i) any independent contractors or “leased” workers and (ii) employees on unpaid furlough or unpaid leave of absence as of 12/31/2023.

•We then measured compensation for the period beginning on January 1, 2024 and ending on December 31, 2023 for these 2,153 employees (after the exclusions noted above). This compensation measurement was calculated by totaling for each

29 | Groupon Proxy Statement and Notice of 2025 Annual Meeting

employee, cash compensation paid in 2023, including regular pay (wages and salary), all variants of overtime, variants of bonus payments, and commissions; and excluding sign on bonuses.

•A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the original Median Employee, we annualized the total compensation for such individuals.

Pay Versus Performance

Pay Versus Performance Table


PAY VERSUS PERFORMANCE
Year	Summary Compensation Table (“SCT”) Total for PEO 1 (b-1)(1)	Compensation Actually Paid (“CAP”) to PEO 1 (c-1)(1)(2)	SCT Total for PEO 2 (b-2)(1)	CAP to PEO 2 (c-2)(1)(2)	SCT Total for PEO 3 (b-3)(1)	CAP to PEO 3 (c-3)(1)(2)	SCT Total for PEO 4 (b-4)(1)	CAP to PEO 4 (c-4)(1)(2)	Average SCT Total for Non-PEO Named Executive Officers (“NEOs”) (d)	Average Compensation Actually Paid to Non-PEO NEOs (e)(1)(2)	Value of Initial Fixed $100 Investment Based On:		Net Income (in thousands) (h)(5)	Company-Selected Measure: Adjusted EBITDA * (in thousands) (i)(6)
											Total Shareholder Return (“TSR”) (f)(3)	Peer Group TSR (g)(4)
2024	$19,057,618	$11,118,485							$7,564,302	$4,696,453	$25.42	$240.6	$(56,514)	$69,308
2023	$3,339,028	$28,415,687	$906,845	$(1,643,130)					$720,376	$1,090,560	$26.86	$192.67	$(52,934)	$55,453
2022			$8,690,747	$(524,483)					$1,952,463	$157,360	$17.95	$125.27	$(234,380)	$(15,113)
2021			$9,419,692	$9,727,192	$6,528,618	$2,297,036			$3,033,187	$255,230	$48.45	$186.88	$120,348	$143,228
2020					$5,499,844	$10,221,901	$7,372,593	$(8,283,944)	$4,505,311	$3,538,951	$79.48	$147.58	$(286,180)	$49,739

* Adjusted EBITDA is a non-GAAP financial measure. See “Appendix A” for a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP performance measure, “Net income (loss).”

(1) Our Principal executive officer (“PEO”) for 2024 and part of fiscal year 2023 (from March 30, 2023 through December 31, 2023), was Dusan Senkypl (“PEO 1”). Our PEO for all of 2022 and part of 2021 and 2023 (from December 10, 2021 through March 31, 2023) was Kedar Deshpande (“PEO 2”); our PEO for part of each of 2021 and 2020 (from March 25, 2020 through December 9, 2021) was Aaron Cooper (“PEO 3”); and our PEO for part of 2020 (January 1, 2020 through March 24, 2020) was Rich Williams (“PEO 4”). For 2024, our only non-PEO NEO was Jiri Ponrt. For 2023, our non-PEO NEOs were Jiri Ponrt, Damien Schmitz, and Dane Drobny. For 2022, our non-PEO NEOs were Damien Schmitz and Dane Drobny. For 2021, our non-PEO NEOs were Damien Schmitz, Dane Drobny, and Melissa Thomas. For 2020, our non-PEO NEOs were Melissa Thomas, Dane Drobny and Steve Krenzer.

(2) For each of 2024, 2023, 2022, 2021 and 2020, the values included in this column for the compensation actually paid to each of PEO 1, PEO 2, PEO 3, and PEO 4 and the average compensation actually paid to our Non-PEO NEOs reflect the following adjustments to the values included in column (b-1), (b-2), (b-3), (b-4) and column (d), respectively:


Item Added (Deducted)	2024	2023	2022	2021	2020
For PEO 1 (Dusan Senkypl):

30 | Groupon Proxy Statement and Notice of 2025 Annual Meeting


Summary Compensation Table Total for PEO 1 (column (b-1))	$	19,057,618	$	3,339,028	n/a		n/a		n/a
- SCT “Stock Awards” column value	$	(18,943,753)	$	—
- SCT “Option Awards” column value	$	—	$	(3,325,000)
+ year-end fair value of equity awards granted in covered year that are outstanding and unvested as of the covered year-end	$	12,503,714	$	18,750,006
+/- change in fair value for equity awards granted in prior years that are outstanding and unvested as of the covered year-end	$	(641,502)	$	—
+ vesting date fair value of covered-year equity awards that vested in the covered year	$	—	$	9,696,359
+/- change in fair value for prior-year equity awards that vested in the covered year	$	(857,590)	$	(44,706)
- Prior year-end fair value of prior-year equity awards that fail to vest in the covered year	$	—	$	—
+ Includable dividends/earnings on equity awards during covered year	$	—	$	—
[+ excess fair value for equity award modifications]	$	—	$	—
Compensation Actually Paid to PEO 1 (column (c-1))	$	11,118,485	$	28,415,687
For PEO 2 (Kedar Deshpande):
Summary Compensation Table Total for PEO 2 (column (b-2))	n/a		$	906,845	$	8,690,747	$	9,419,692	n/a
- SCT “Stock Awards” column value			$	—	$	7,980,691	$	8,377,500
- SCT “Option Awards” column value			$	—	$	—	$	—
+ year-end fair value of equity awards granted in covered year that are outstanding and unvested as of the covered year-end			$	—	$	2,079,723	$	8,685,000
+/- change in fair value for equity awards granted in prior years that are outstanding and unvested as of the covered year-end			$	—	$	(3,645,000)	$	—
+ vesting date fair value of covered-year equity awards that vested in the covered year			$	—	$	1,587,925	$	—
+/- change in fair value for prior-year equity awards that vested in the covered year			$	(965,704)	$	(1,257,188)	$	—
- Prior year-end fair value of prior-year equity awards that fail to vest in the covered year			$	(1,584,271)	$	—	$	—
+ Includable dividends/earnings on equity awards during covered year			$	—	$	—	$	—
[+ excess fair value for equity award modifications]			$	—	$	—	$	—
Compensation Actually Paid to PEO 2 (column (c-2))			$	(1,643,130)	$	(524,483)	$	9,727,192
For PEO 3 (Aaron Cooper):
Summary Compensation Table Total for PEO 3 (column (b-3))	n/a		n/a		n/a		$	6,528,618	$	5,499,844
- SCT “Stock Awards” column value							$

SEC Form DEF 14A filed by Groupon Inc.