Groupon (GRPN) risk factors, FY2025 10-K

Groupon's FY2025 10-K, filed Mar 10, 2026, lists 52 risk factors in 7 groups. Against the prior year's 46: 13 new, 7 dropped, 21 substantially reworded.

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Risk factors listed
527 groups
New this year
13vs 46 last year
Dropped
7since the prior 10-K
Substantially reworded
21of those kept
Section length
15k wordsItem 1A

What the changes say

  • Groupon's risk factors emphasize merchant attrition, traffic declines from email and SEO, and extreme stock volatility driven by short interest.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business, Operations and Strategy

    Our strategy to return the Company to stabilized growth may be unsuccessful and may expose us to negative impacts on our business, financial condition and results of operations

  • NewRisks Related to Our Business, Operations and Strategy

    of operations and financial condition. Such disruptions may also strain our internal resources, potentially increasing the risk of failures in our internal controls and compliance processes

  • NewRisks Related to Our Business, Operations and Strategy

    Our U.S. and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challenges

    The Ukraine conflict could disrupt shared service operations in Poland, and international labor laws can delay restructuring.

  • NewRisks Related to Our Business, Operations and Strategy

    Merchant ROI and Competition: If merchants or third-party partners determine that our services no longer provide an effective return on investment, or if competitors accept lower (or negative) margins to secure exclusive offers, our merchants may stop working with us or negotiate lower fees

  • NewRisks Related to Our Business, Operations and Strategy

    Goods Marketplace Risks: Our Goods category utilizes a third-party marketplace model. We may not be able to maintain vendor relationships on favorable payment terms or margins, which could adversely affect the performance of this category

  • NewRisks Related to Our Business, Operations and Strategy

    Many of our competitors have greater financial and data resources, enabling them to subsidize lower margins or invest more aggressively in customer acquisition. Because barriers to entry are low, new competitors can emerge quickly, and merchants can easily shift their marketing budgets to alternative platforms

    Competitors like Google, Meta, and TikTok can increase customer acquisition costs and limit reach.

  • NewRisks Related to Technology and Cybersecurity

    We are subject to the risk of breaches of our information technology systems, which could result in the unauthorized access to, or disclosure of, proprietary, confidential, or personal information relating to our customers, merchants, employees, and business partners

  • NewRisks Related to Technology and Cybersecurity

    increasing in frequency and sophistication, and may originate from external actors, including state-sponsored entities, or from internal sources

  • NewRisks Related to Technology and Cybersecurity

    For additional information regarding our cybersecurity risk management and governance, see Item 1C – Cybersecurity

  • NewRisks Related to Technology and Cybersecurity

    Our use of AI and machine learning poses new operational, legal, and reputational risks

    Integrating AI tools introduces risks of inaccurate content, intellectual property infringement, and data privacy vulnerabilities.

  • NewRisks Related to Transactions and Investments

    In addition, the integration of an acquisition could divert management's time and our resources. If we pay for an acquisition or a minority investment in cash, it would reduce our cash available for operations or cause us to incur debt, and if we pay with our stock, it could be dilutive to our stockholders

  • NewRisks Related to Legal, Regulatory, Privacy and Tax Matters

    Failure to comply with conflicting and evolving privacy laws could result in significant fines and limit our ability to use consumer data

    Complying with conflicting state privacy laws like CCPA and CPRA requires ongoing investment and increases compliance complexity.

  • NewRisks Related to Legal, Regulatory, Privacy and Tax Matters

    provision and accruals for these taxes. Our income tax obligations are based on our corporate operating structure, including the manner in which we develop, value and use our intellectual property and the scope of our international operations

Dropped

  • DroppedRisks Related to Our Business, Operations and Strategy

    Our strategy may be unsuccessful and may expose us to additional risks. If our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations

  • DroppedRisks Related to Our Business, Operations and Strategy

    In addition, our margins and profitability may depend on our inventory mix, geographic revenue mix, discount rates mix and merchant and third-party business partner pricing terms. Accordingly, our operating results and profitability may vary significantly from quarter to quarter

  • DroppedRisks Related to Our Business, Operations and Strategy

    Our material weakness in internal control over financial reporting could impair our ability to report accurate and timely financial information and have a material and adverse effect on our financial condition and results of operations

  • DroppedRisks Related to Technology and Cybersecurity

    Furthermore, web browser providers have implemented and may continue to implement changes in their browsers

  • DroppedRisks Related to Technology and Cybersecurity

    We may be subject to breaches of our information technology systems, which could harm our relationships with our customers, merchants, employees and third-party business partners, subject us to negative publicity and litigation, and cause substantial harm to our business or brand

  • DroppedRisks Related to Legal, Regulatory, Privacy and Tax Matters

    Failure to comply with existing, expanding or newly enacted U.S. federal, state and international privacy laws and regulations could adversely affect our business

  • DroppedRisks Related to Legal, Regulatory, Privacy and Tax Matters

    various jurisdictions such as country or state-specific laws that may conflict with or deviate from established privacy directives, or future laws and regulations in other jurisdictions

Reworded

  • 100% rewrittenRisks Related to Our Business, Operations and Strategy

    We operate in a highly competitive industry with relatively low barriers to entry

    Updated to name specific global technology platforms like Google, Meta, and ByteDance/TikTok as competitors.

    Was: We operate in a highly competitive industry with relatively low barriers to entry and must compete successfully in order to grow our business

  • 99% rewrittenRisks Related to Ownership of Our Common Stock

    The trading price of our Common Stock is highly volatile

    Added discussion of extreme stock price volatility driven by high short interest, short squeezes, and social media activity.

  • 98% rewrittenRisks Related to Ownership of Our Common Stock

    Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable

    Expanded anti-takeover provisions to include limitations on written consent, prohibition of cumulative voting, and advance notice requirements.

  • 97% rewrittenRisks Related to Technology and Cybersecurity

    We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace and acquire customers

    Noted specific declines in traffic from email and search engine optimization (SEO).

    Was: We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace

  • 95% rewrittenRisks Related to Our Business, Operations and Strategy

    We are subject to a variety of payments-related risks that could adversely affect our business, financial condition, and results of operations

    Was: We are subject to payments-related risks

  • 94% rewrittenRisks Related to Our Business, Operations and Strategy

    Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners

  • 92% rewrittenRisks Related to Legal, Regulatory, Privacy and Tax Matters

    We may have exposure to greater than anticipated tax liabilities, including foreign tax assessments

    Was: We may have exposure to greater than anticipated tax liabilities, including the Italy tax Assessment

  • 87% rewrittenRisks Related to Our Business, Operations and Strategy

    Future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition; and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all

    Was: Current or future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all

  • 60% rewrittenRisks Related to Transactions and Investments

    Acquisitions, dispositions, joint ventures and strategic investments could result in operating difficulties, dilution and other consequences

  • 54% rewrittenRisks Related to Our Business, Operations and Strategy

    The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business

  • 54% rewrittenRisks Related to Our Business, Operations and Strategy

    Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices

  • 52% rewrittenRisks Related to Our Business, Operations and Strategy

    If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed

  • 50% rewrittenRisks Related to Technology and Cybersecurity

    As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations

  • 43% rewrittenRisks Related to Our Business, Operations and Strategy

    Our operating results may vary significantly from quarter to quarter

  • 37% rewrittenRisks Related to Our Capital Structure

    The terms of the Notes could delay or prevent an attempt to take over our Company

    Was: The terms of the 2026 Notes and 2027 Notes could delay or prevent an attempt to take over our Company

  • 37% rewrittenRisks Related to Our Brand and Intellectual Property

    We allow third parties to sell products via our site, which increases our risk of litigation and other losses

  • 32% rewrittenRisks Related to Our Brand and Intellectual Property

    using and registering our trademarks, or trademarks that are similar to, or diminish the value of, our trademarks in some countries

  • 29% rewrittenRisks Related to Our Capital Structure

    Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity

  • 28% rewrittenRisks Related to Our Capital Structure

    The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results

    Was: The conditional conversion feature of the 2026 Notes and 2027 Notes, if triggered, may adversely affect our financial condition and operating results

  • 24% rewrittenRisks Related to Legal, Regulatory, Privacy and Tax Matters

    We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change

  • 21% rewrittenRisks Related to Our Business, Operations and Strategy

    Failure to deal effectively with fraudulent transactions and customer disputes would increase our loss rate and harm our business

All 52 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business, Operations and Strategy

  1. 01Our strategy to return the Company to stabilized growth may be unsuccessful and may expose us to negative impacts on our business, financial condition and results of operationsNew
  2. 02Future restructuring plans could be disruptive to our operations and adversely affect our results of operations and financial condition; and we may not realize some or all of the anticipated benefits of the plans in the time frame anticipated or at all87% rewritten
  3. 03of operations and financial condition. Such disruptions may also strain our internal resources, potentially increasing the risk of failures in our internal controls and compliance processesNew
  4. 04Our operating results may vary significantly from quarter to quarter43% rewritten
  5. 05Our U.S. and international operations are subject to varied and evolving sociopolitical conditions as well as commercial, employment and regulatory challengesNew
  6. 06Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners94% rewritten
  7. 07Merchant ROI and Competition: If merchants or third-party partners determine that our services no longer provide an effective return on investment, or if competitors accept lower (or negative) margins to secure exclusive offers, our merchants may stop working with us or negotiate lower feesNew
  8. 08Goods Marketplace Risks: Our Goods category utilizes a third-party marketplace model. We may not be able to maintain vendor relationships on favorable payment terms or margins, which could adversely affect the performance of this categoryNew
  9. 09If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed52% rewritten
  10. 10We operate in a highly competitive industry with relatively low barriers to entry100% rewritten
  11. 11Many of our competitors have greater financial and data resources, enabling them to subsidize lower margins or invest more aggressively in customer acquisition. Because barriers to entry are low, new competitors can emerge quickly, and merchants can easily shift their marketing budgets to alternative platformsNew
  12. 12Our success is dependent upon our ability to provide a superior mobile experience for our customers and our customers' continued ability to access our offerings through mobile devices54% rewritten
  13. 13An increase in our refund rates or inaccurate estimates of unredeemed vouchers could adversely affect our financial results
  14. 14The loss of key executives, members of our management team and employees across our organization, or our failure to attract and retain other highly qualified personnel in the future could harm our business54% rewritten
  15. 15Failure to deal effectively with fraudulent transactions and customer disputes would increase our loss rate and harm our business21% rewritten
  16. 16We are subject to a variety of payments-related risks that could adversely affect our business, financial condition, and results of operations95% rewritten

Risks Related to Technology and Cybersecurity

  1. 17We rely on email, Internet search engines and mobile application marketplaces to drive traffic to our marketplace and acquire customers97% rewritten
  2. 18We are subject to the risk of breaches of our information technology systems, which could result in the unauthorized access to, or disclosure of, proprietary, confidential, or personal information relating to our customers, merchants, employees, and business partnersNew
  3. 19increasing in frequency and sophistication, and may originate from external actors, including state-sponsored entities, or from internal sourcesNew
  4. 20For additional information regarding our cybersecurity risk management and governance, see Item 1C – CybersecurityNew
  5. 21As we have increased our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations50% rewritten
  6. 22Our use of AI and machine learning poses new operational, legal, and reputational risksNew

Risks Related to Transactions and Investments

  1. 23Acquisitions, dispositions, joint ventures and strategic investments could result in operating difficulties, dilution and other consequences60% rewritten
  2. 24In addition, the integration of an acquisition could divert management's time and our resources. If we pay for an acquisition or a minority investment in cash, it would reduce our cash available for operations or cause us to incur debt, and if we pay with our stock, it could be dilutive to our stockholdersNew
  3. 25We do not have the ability to exert control over our minority investments, and therefore we are dependent on others in order to realize their potential benefits

Risks Related to Our Brand and Intellectual Property

  1. 26We allow third parties to sell products via our site, which increases our risk of litigation and other losses37% rewritten
  2. 27We may be subject to substantial liability claims and damage to our brand and reputation if people or property are harmed by the products or services offered through our marketplace
  3. 28We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties
  4. 29using and registering our trademarks, or trademarks that are similar to, or diminish the value of, our trademarks in some countries32% rewritten
  5. 30Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of customers and merchants could be impaired and our business and operating results could be harmed

Risks Related to Legal, Regulatory, Privacy and Tax Matters

  1. 31We are involved in pending litigation and other claims and an adverse resolution of such matters may adversely affect our business, financial condition, results of operations and cash flows
  2. 32The 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
  3. 33Government 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
  4. 34Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include Groupon vouchers or other offerings
  5. 35State and foreign laws regulating money transmission could be expanded to include Groupon vouchers or other Groupon products or services
  6. 36Failure to comply with conflicting and evolving privacy laws could result in significant fines and limit our ability to use consumer dataNew
  7. 37Misclassification or reclassification of our independent contractors, agency workers or employees could increase our costs and adversely impact our business
  8. 38We may suffer liability as a result of information or content retrieved from or transmitted over the Internet and claims related to our service offerings
  9. 39We may have exposure to greater than anticipated tax liabilities, including foreign tax assessments92% rewritten
  10. 40provision and accruals for these taxes. Our income tax obligations are based on our corporate operating structure, including the manner in which we develop, value and use our intellectual property and the scope of our international operationsNew
  11. 41The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce and U.S. taxation could materially affect our financial position and results of operations
  12. 42Our ability to use our tax attributes to reduce future U.S. income taxes could be subject to certain limitations
  13. 43We may be adversely affected by global climate change or by legal, regulatory, or market responses to such change24% rewritten

Risks Related to Our Capital Structure

  1. 44Our access to capital may be limited and our ability to successfully manage and raise capital in the future may fail, which could prevent us from growing and adversely impact our liquidity29% rewritten
  2. 45The terms of the Notes could delay or prevent an attempt to take over our Company37% rewritten
  3. 46The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results28% rewritten

Risks Related to Ownership of Our Common Stock

  1. 47The trading price of our Common Stock is highly volatile99% rewritten
  2. 48If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline
  3. 49We do not intend to pay dividends for the foreseeable future
  4. 50Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable98% rewritten
  5. 51The capped call transactions may affect the value of our 2026 Notes and our Common Stock
  6. 52We are subject to counterparty risk with respect to the capped call transactions

Other Groupon 10-Ks

  • FY2024 10-K risk factors
    46 risks

    Groupon faces restructuring, material internal control weaknesses, and heavy reliance on mobile platforms, SEO, and cloud infrastructure.

    Filed Mar 11, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.