---
schema_version: "secwatch.filing_event.v1"
accession: "0001490281-25-000027"
form_type: "8-K"
ticker: "GRPN"
cik: "0001490281"
company_name: "Groupon, Inc."
filed_at: "2025-06-18T23:59:59+00:00"
generated_at: "2026-05-19T02:46:43.135500+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Groupon exchanges $170M of existing convertible notes for $244M new 4.875% notes due 2030

## Summary
- Exchanges $20M of 1.125% 2026 notes and $150M of 6.25% 2027 notes for $244M of new 4.875% convertible notes due 2030.
- New notes have an initial conversion price of ~$54.04 per share, a 50% premium to the June 17 closing price.
- Holders of ~76% of 2027 notes agreed to vote to delete restrictive covenants and release all collateral securing the 2027 notes.
- Exchange expected to close on or around July 2, 2025; Groupon will receive no cash proceeds from the transaction.
- New notes are senior unsecured obligations; redemption allowed after July 2, 2028 if stock price is at least 130% of conversion price for 20 of 30 trading days.

## SEC filing metadata
- accession: 0001490281-25-000027
- form_type: 8-K
- ticker: GRPN
- cik: 0001490281
- company_name: Groupon, Inc.
- filed_at: 2025-06-18T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1490281/000149028125000027/0001490281-25-000027-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1490281/000149028125000027/grpn-20250618.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001490281-25-000027
- JSON: https://secwatch.observer/filing/0001490281-25-000027.json
- Plain text: https://secwatch.observer/filing/0001490281-25-000027.txt

## Key facts
- Debt Financings
  Groupon, Inc. amended convertible notes of no change with holders of approximately 76% of the outstanding aggregate principal amount of 2027 Notes at 6.25% maturing due 2027.
  - Instrument: convertible notes
  - Principal: no change
  - Counterparty: holders of approximately 76% of the outstanding aggregate principal amount of 2027 Notes
  - Rate: 6.25%
  - Maturity: due 2027
  - Event: amendment
  source text: The Proposed Amendments have the effect of deleting substantially all of the restrictive covenants and related events of default and releasing all of the collateral securing the Company and the guarantors’ obligations under the 2027 Notes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1490281/000149028125000027/0001490281-25-000027-index.htm
- Debt Financings
  Groupon, Inc. incurred convertible notes of $244,071,000 aggregate principal amount with Offering Participants, institutional accredited investors and qualified institutional buyers at 4.875% per annum maturing June 30, 2030.
  - Instrument: convertible notes
  - Principal: $244,071,000 aggregate principal amount
  - Counterparty: Offering Participants, institutional accredited investors and qualified institutional buyers
  - Rate: 4.875% per annum
  - Maturity: June 30, 2030
  - Event: incurrence
  source text: the Company will (i) exchange $170,000,000 aggregate principal amount of 2026 Notes and 2027 Notes held by the Offering Participants for $244,071,000 aggregate principal amount of the Company’s newly issued 4.875% Convertible Senior Notes due 2030 (the “ New Notes ”) (the “ Exchange ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1490281/000149028125000027/0001490281-25-000027-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.