What Groupon, Inc. told the SEC could break it.

Groupon derived approximately 22.6% of its 2025 revenue from its International segment, with revenue and expenses generally denominated in local currencies (primarily Euro, plus British pound, Swiss franc and Australian dollar), exposing results to foreign-currency translation risk; the U.S. dollar index was down 9.4% over 2024, illustrating the magnitude of FX swings that affect its reported international results.

“For the year ended December 31, 2025, we derived approximately 22.6% of our revenue from our International segment. Revenue and related expenses generated from our international operations are generally denominated in the local currencies of the corresponding countries.”

Groupon carries convertible-note debt — 2026 Notes (1.83% effective rate, conversion price $68.12) and 2030 Notes (conversion price ~$54.04, well above the $17.61 year-end stock price) — and its Credit Agreement is secured by substantially all of its tangible and intangible assets, including pledges of domestic-subsidiary stock and 65% of first-tier foreign subsidiaries; it relied on a fully backstopped Rights Offering for flexibility, underscoring meaningful leverage and refinancing/dilution risk.

“The Credit Agreement was secured by substantially all of our tangible and intangible assets, including a pledge of 100 % of the outstanding capital stock of substantially all of our direct and indirect domestic subsidiaries and 65 % of the shares or equity interests of first-tier foreign subsidiaries”

Groupon's voucher/marketplace business is subject to the CARD Act and similar state and foreign gift-card/expiration laws, the Bank Secrecy Act and USA PATRIOT Act, and evolving and uncertain government regulation of the internet and e-commerce; unfavorable changes or non-compliance could substantially harm its business, and failure to manage fraudulent transactions and customer disputes would raise its loss rate.

“The application of certain laws and regulations, including, among other laws, the CARD Act and similar state and foreign laws, may harm our business and results of operations. Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.”

Groupon's local-experiences marketplace depends on its ability to attract and retain third-party merchants willing to offer experiences on its platform; merchants can withdraw their offerings at any time, and their willingness to continue depends on the effectiveness of Groupon's marketing and economics — so a loss of merchant supply (its 'inventory') would directly reduce the deals available and its commission revenue.

“Merchants can withdraw their offerings from our marketplace at any time, and their willingness to continue offering services through our marketplace depends on the effectiveness of our m”