Form 8-K

8-K — Groupon, Inc.

Accession: 0001490281-26-000016

Filed: 2026-06-08

Period: 2026-06-08

CIK: 0001490281

SIC: 7311 (SERVICES-ADVERTISING AGENCIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — grpn-20260608.htm (Primary)

EX-10.1 (exhibit101-offerletter0608.htm)

EX-99.1 (exhibit991-pressrelease060.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: grpn-20260608.htm · Sequence: 1

grpn-20260608

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2026

Commission File Number: 1-35335

Groupon, Inc.

(Exact name of registrant as specified in its charter)

Delaware 27-0903295

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

35 West Wacker Drive 60601

25th Floor (Zip Code)

Chicago

Illinois (773) 945-6801

(Address of principal executive offices) (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.0001 per share GRPN NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 406 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2026, Groupon, Inc. (the “Company”) announced the appointment of Aditya Rajkumar as Chief Operating Officer, effective August 3, 2026 (the "Effective Date").

Mr. Rajkumar, 42, served as Vice President, Digital & Delivery and Head of Skipcart at 7-Eleven, Inc. since 2023, where he led Skipcart, 7-Eleven's last-mile delivery marketplace built on a 1099 driver network. Prior to Skipcart, Mr. Rajkumar spent more than four years in a series of general management roles at DoorDash, Inc., including as General Manager of Premium & Caviar, General Manager of US Markets, and Director of Special Operations. Mr. Rajkumar began his career at Deloitte, where he rose from Analyst to Senior Manager in the firm's mergers and acquisitions practice.

In connection with his appointment, Mr. Rajkumar entered into an offer letter with the Company dated May 18, 2026, which sets forth the terms of his employment with the Company (the "Offer Letter"). The Offer Letter provides for an annual base salary of $500,000 and a 2026 annual cash bonus of $150,000 under Groupon’s Annual Bonus Plan, pro-rated to his Effective Date, with a minimum amount of $50,000 for 2026. The actual cash bonus payout is subject to approval by the Compensation Committee and Mr. Rajkumar’s continuous employment through the payment date. Mr. Rajkumar will also receive a cash sign-on bonus of $150,000, payable in three equal installments of $50,000 on November 15, 2026, February 15, 2027, and May 15, 2027, provided he is continuously and actively employed through each applicable payment date, and is meeting performance expectations at the time of payment.

In addition, Mr. Rajkumar will receive an equity award of 155,000 shares under the Groupon, Inc. 2011 Incentive Plan, as amended (the “Plan”). Fifty percent (50%) of the award will be granted as enhanced restricted stock units, which will vest one-third annually over the next three years, and fifty percent (50%) of the award will be granted as performance stock units, which will cliff vest subject to achievement of the applicable performance conditions. Mr. Rajkumar will also be entitled to participate in the Company’s annual long term incentive plan (“LTIP”), pursuant to the Plan. In May 2027, his LTIP award will be a minimum of $500,000, subject to approval by the Compensation Committee.

The Company intends to enter into a Severance Benefit Agreement with Mr. Rajkumar as soon as practicable after the Effective Date.

The above descriptions of Mr. Rajkumar's compensation terms are not complete and are qualified by reference to the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

There are no family relationships between Mr. Rajkumar and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Rajkumar has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Rajkumar and any other person pursuant to which he was appointed as an officer of the Company.

Item 7.01. Regulation FD Disclosure.

On June 8, 2026, the Company issued a press release announcing the appointment of Mr. Rajkumar as the Company’s Chief Operating Officer. The press release is attached hereto as Exhibit 99.1 to this Current Report of Form 8-K and is incorporated herein by reference.

The information in Exhibit 99.1 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1

Offer Letter, dated May 18, 2026, between Groupon, Inc. and Aditya Rajkumar

99.1

Press Release, dated June 8, 2026.

104

Cover Page Interactive Data File (embedded as Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GROUPON, INC.

Date: June 8, 2026

By: /s/ Rana Kashyap

Name: Rana Kashyap

Title: Chief Financial Officer

EX-10.1

Filename: exhibit101-offerletter0608.htm · Sequence: 2

Document

Exhibit 10.1

[Groupon Letterhead]

May 18, 2026

Adi Rajkumar

Via Email

Dear Adi,

Groupon, Inc. (“Groupon”) is excited to formally offer you an exempt, regular, full-time position as a Chief Operating Officer, reporting to Dusan Senkypl. You will be based remotely in Texas. The terms of the offer are detailed below.

Your start date will be Monday, August 3, 2026 (“Start Date”).

Please be aware that this offer is in consideration for and contingent upon: (i) your returning a signed copy of this letter to Groupon no later than 3 days from the date of this letter or 5 business days before your Start Date, whichever comes first; (ii) if applicable, the successful completion of a pre-employment background check and/or drug screen; (iii) your acknowledgement of and agreement to the Confidentiality, Intellectual Property and Restrictive Covenants Agreement (“CIPRA”) and (if applicable) the Mutual Arbitration Agreement; and (iv) your ability to provide satisfactory proof of your identity and authorization to work in the United States, as required by law. You are responsible for obtaining and maintaining valid work authorization and for promptly notifying the Company of any changes to your work authorization status. Nothing in this letter alters the at-will nature of your employment.

Compensation

Your annualized base salary, prorated for your first year of employment, will be $500,000.00, less withholdings and deductions. Groupon utilizes a semi-monthly payroll (24 pay periods per year).

In further consideration for your agreeing to the terms of the CIPRA, you will be eligible to participate in the Groupon Annual Bonus Plan (the “ABP”) according to the terms and conditions as outlined in the plan, which you will receive during your on-boarding. Your target gross annual bonus potential under the ABP will be up to $150,000.00, pro-rated to your join date for 2026 (with a $50,000 ‘floor’). Your bonus is subject to approval by the Compensation Committee and your continuous employment through the payment date of that bonus. Bonus amounts are currently determined and paid on an annual basis. As such, any bonus amount is not guaranteed.

In addition, you are eligible to receive a cash sign-on bonus in the total gross amount of $150,000.00, less withholdings and deductions, to be paid in three equal installments of $50,000.00, provided you are continuously and actively employed through each applicable payment date, and are meeting performance expectations at the time of payment.

•The first installment of $50,000.00 (the “First Installment”) will be payable on November 15, 2026.

•The second installment of $50,000.00 (the “Second Installment”) will be payable on February 15, 2027.

•The third installment of $50,000.00 (the “Third Installment”) will be payable on May 15, 2027.

•If your employment terminates for any reason before receiving payment of the First, Second, and/or Third Installment, you will no longer be eligible for that installment and any subsequent installments.

Upon approval by the Compensation Committee of the Board of Directors or via delegated authority, Groupon, Inc. will grant you a a joiner equity award of 155,000 shares in the form of PSUs and ERSUs, pursuant to the Groupon, Inc. 2011 Incentive Plan (“Plan”). Fifty percent (50%) of the award will be granted as ERSUs, which will vest one-third annually over the next three years, and fifty percent (50%) of the award will be granted as PSUs, which will cliff vest subject to achievement of the applicable performance conditions. The award will be subject to the terms of the Plan and a form of award agreement that you will be required to sign as a condition of receiving the award.

You will be entitled to participate in the annual long term incentive plan (LTIP), pursuant to the Groupon, Inc. 2011 Incentive Plan (“Plan”). In May 2027 your award will be a minimum of $500,000.00 (in the form of shares).

Groupon reserves the right to modify the terms of your compensation and bonus opportunity in the future.

Benefits

You are eligible to participate in the following Groupon employee benefit plans beginning on the 1st of the month following your Start Date: medical insurance, dental insurance, vision insurance, an employee assistance program, flexible spending accounts, life insurance, short and long-term disability programs, and the 401(k) plan. You are eligible for routine time off beginning on your Start Date. Participation in any benefit program is subject at all times to the terms of any applicable plan or policy. Groupon reserves the right to modify, change, or cease these benefits or begin new benefits in the future.

Employment Conditions and Requirements

Your position is subject to a probationary period of up to three (3) months from your start date. During this time, your performance, conduct, and overall fit for the role will be evaluated. The probationary period may be extended or concluded earlier at the discretion of the company. Please note that completion of the probationary period does not guarantee continued employment. This probationary status has no impact on the schedule for equity vesting, eligibility for bonuses, or any other terms of employment.

At all times, your employment at Groupon will be “at will”, which means either you or Groupon may end the relationship at any time, for any reason or no reason at all, with or without notice. Although your job duties, responsibilities, title, compensation, and benefits may change from time to time, only a duly authorized officer of Groupon can change the “at will” nature of your employment in an express written agreement.

By accepting this offer of employment, you represent and warrant that you will not use or disclose any confidential, proprietary, or trade secret information of any prior employer or use or disclose any information belonging to any third party that Groupon would not have the right to use without restriction.

At all times, you will be subject to all policies, procedures and practices of Groupon, including those in the Global Code of Conduct and Employee Handbook. You also agree that while

employed by Groupon, you will: (i) devote your full professional time and attention to Groupon; (ii) not engage in any employment, business or activity that may harm Groupon’s reputation or good name; (iii) not engage in any other employment or consult for any other business without prior written consent from Human Resources; (iv) your acknowledgement of and agreement to the Groupon Sales Onboarding – Business Development Graduation Requirements (if applicable); (v) not serve on any board of directors without prior written consent from Groupon’s General Counsel; and (v) not assist any person or organization in competing with Groupon, in preparing to compete with Groupon, or in hiring any Groupon employees. If, at the time you receive this letter, you are already serving on advisory boards, non-profit boards, for-profit boards or engaged in some other employment or consulting, please disclose this to Human Resources prior to your Start Date so that those commitments can be evaluated under Groupon’s Code of Conduct.

On your Start Date, please provide us with proof of identity and United States work authorization to complete the required Form I-9, Employment Eligibility Verification. Please refer to https://www.uscis.gov/i-9-central/form-i-9-acceptable-documents for a complete list of eligible documentation. Any representations that may have been made to you about the terms of your offer that are not contained in this letter are superseded by this offer, and the terms of this letter can only be modified by a written document signed by you and a duly authorized representative of Groupon.

Please signify your acceptance of this offer by signing and returning this letter to Groupon no later than 3 days from the date of issue or 5 business days prior to your start date; whichever comes first.

Thank you and congratulations!

Sincerely,

/s/ Brandy Nicole Brown

Brandy Brown

Senior Manager, NAM HR

Groupon, Inc.

Accepted and agreed:

/s/ Aditya Rajkumar 05/19/2026

Aditya Rajkumar Date

EX-99.1

Filename: exhibit991-pressrelease060.htm · Sequence: 3

Document

Exhibit 99.1

Groupon Appoints Aditya Rajkumar as Chief Operating Officer

Former DoorDash and 7-Eleven operating leader to help drive Groupon's next phase of AI-native growth

Chicago, Illinois - June 8, 2026 - Groupon (NASDAQ: GRPN) today announced the appointment of Aditya Rajkumar as Chief Operating Officer. Rajkumar joins the company effective August 3, 2026, and will report to Chief Executive Officer Dusan Senkypl, overseeing Groupon's marketplace and merchant operations.

"Adi brings exactly the operating discipline and marketplace experience this stage of our transformation calls for," said Senkypl. "He pairs a strong bias for action with a structured, hands-on approach, and he moves at a pace that pulls an organization forward. The last decade has proved that a new generation of local marketplaces can win at real scale: serving customers at the level of a neighborhood while running with the efficiency of a global platform. That is an organizational capability built through culture, teams, and operating processes, and very few people have done it. Adi has spent his career building exactly that, and it is what this next phase of Groupon requires as we move into the era of agentic commerce.”

“Groupon sits at the intersection of consumer intent and local supply, with a brand people know and a marketplace with real room to grow," said Rajkumar. "Throughout my career, I've been drawn to missions that support local businesses. At DoorDash, it was about empowering local economies through e-commerce and delivery. At Groupon, it's about putting customers first: helping people discover and enjoy the best of their cities at great value, while giving the local businesses they love a partner that helps them reach new customers and grow. What drew me here is the chance to pair that mission with intense operating rigor, and to help build the bridge between the AI economy and local merchants. I'm excited to get to work with the team Dusan has built."

Rajkumar joins Groupon from 7-Eleven, where he most recently led Skipcart and last-mile operations as Vice President, Last Mile, running delivery and last-mile operations across one of the largest global convenience retail networks. Before that, he spent more than four years at DoorDash in senior P&L and operating roles, most recently as General Manager of Caviar and Premium. Earlier in his career, he was a Senior Manager in Deloitte's M&A Strategy & Operations practice, advising clients across energy, industrials and manufacturing.

“Adi has spent his career turning complex operations into measurable outcomes, better customer experiences, stronger merchant performance, and execution at scale,” added Senkypl. “That is the operating standard we are holding ourselves to as we execute against our transformation priorities. I couldn't be more excited to welcome Adi to the team, and I wish him every success as we build Groupon's next chapter together.”

Contacts:

Press - press@groupon.com

IR - IR@groupon.com

About Groupon

Groupon (NASDAQ: GRPN) is an experiences marketplace that connects consumer intent with local supply, getting people offline and into quality local experiences and services at great value, while connecting merchants with new customers. Learn more at www.groupon.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations and future liquidity. The words "may," "will," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "continue" and other similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, our ability to execute and achieve the expected benefits of our go-forward strategy, including our broader AI-native transformation; the risk that the anticipated benefits of our AI strategy may not be realized in the time frame we expect or at all and may have adverse effects on our operations, merchants and customers; the risk that our public statements regarding our AI strategy and deployment of AI agents are not adequately substantiated or are later viewed as inconsistent with our actual capabilities or results; execution of our business and marketing strategies; volatility in our operating results; challenges arising from our international operations, including fluctuations in currency exchange rates, tax, legal and regulatory developments in the jurisdictions in which we operate and geopolitical instability; global economic uncertainty, including as a result of inflationary pressures; any impact from U.S. and international financial reform legislation and regulations, and any potential trade protection measures, such as new or incremental tariffs and other trade policies; retaining and adding high quality merchants and third-party business partners; retaining existing customers and adding new customers; competing successfully in our industry; providing a strong mobile experience for our customers; managing refund risks; retaining and attracting members of our executive and management teams and other qualified employees and personnel; customer and merchant fraud; payment-related risks; our reliance on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace; cybersecurity breaches; maintaining and improving our information technology infrastructure; reliance on cloud-based computing platforms; the risks associated with our use and integration of AI and machine learning technologies; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; lack of control over minority investments; managing inventory and order fulfillment risks; claims related to product and service offerings; protecting our intellectual property; maintaining a strong brand; the impact of future and pending litigation; compliance with domestic and foreign laws and regulations, including the CARD Act, GDPR, CPRA, and other privacy-related laws and regulations of the Internet and e-commerce; classification of our independent contractors, agency workers, or employees; risks relating to information or content published or made available on our websites or service offerings we make available; exposure to greater than anticipated tax liabilities; adoption of tax laws; our ability to use our tax attributes; impacts if we become subject to the Bank Secrecy Act or other anti-money laundering or money transmission laws or regulations;

our ability to raise capital if necessary; risks related to our access to capital and outstanding indebtedness, including our 2027 Notes and 2030 Notes; our Common Stock, including volatility in our stock price and financial markets; a potential economic slowdown; and those risks and other factors discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A. Risk Factors on our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as in our other filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment, including with respect to emerging technologies such as AI, machine learning, and data analytics. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we make. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements for any reason after the date of this press release to conform these statements to actual results or to future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration