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Groupon (G5NA) Risk Analysis

Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning. Groupon disclosed 46 risk factors in its most recent earnings report. Groupon reported the most risks in the “Finance & Corporate” category.

Risk Overview Q2, 2026

Source: the company's latest filing for the period ended Jun 30, 2026, filed Aug 06, 2026

Risk Distribution
46Risks
Sector Avg.Finance & CorporateTech & InnovationLegal & RegulatoryProductionAbility to SellMacro & Political
Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy

Risk Change Over Time

Groupon disclosed risks per quarterNo. of Risks42434445464748Q3Q4Q12023Q2Q3Q4Q12024Q2Q3Q4Q12025Q2Q4Q12026Q2Showing: Q1, 2026
Risks removedRisks addedRisks changedGroupon Risk Factors
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Risk Highlights Q2, 2026

Main Risk Category
Finance & Corporate
With 17 Risks
Number of Disclosed Risks
46
-1
From last report
S&P 500 Average: 32
Recent Changes
0Risks added
0Risks removed
0Risks changed
Since Jun 2026
Number of Risk Changed
0
-1
From last report
S&P 500 Average: 1

Risk Word Cloud

the 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.materially affect our financial positionmisclassification or reclassification of our independent contractors, agency workers or employees could increase our costs and adversely impact our business.reclassification of our independent contractorswe are subject to a variety of payments-related risks that could adversely affect our business, financial condition, and results of operations.variety of payments-related risksour 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.expose us to negative impactsfederal 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.expanded to include groupon vouchersthe 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.adoption of tax reform policiesthe 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.tax treatment of companies engagedan increase in our refund rates or inaccurate estimates of unredeemed vouchers could adversely affect our financial results.inaccurate estimates of unredeemed vouchersthe 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.members of our management teamstate and foreign laws regulating money transmission could be expanded to include groupon vouchers or other groupon products or services.foreign laws regulating money transmission

Risk Factors Full Breakdown - Total Risks 46

Share Price & Shareholder Rights3 | 6.5%
  • Share Price & Shareholder Rights - Risk 1
    The trading price of our Common Stock is highly volatile.

    The trading price of our Common Stock has been and may continue to be highly volatile, and may fluctuate significantly due to factors both related and unrelated to our operating performance. In addition to general market and sector trends, our stock price may be affected by fluctuations in our financial results, changes in financial projections, macroeconomic conditions, and developments in the technology and Internet commerce sectors. Our stock has experienced periods of extreme volatility, including rapid price movements driven by high short interest, short squeezes, and social media activity. These dynamics can result in price fluctuations that are disconnected from our underlying business fundamentals, and investors who purchase shares during such periods may incur significant losses if the price subsequently declines. A substantial portion of our Common Stock is held by a small number of institutional investors and significant shareholders, resulting in a low public float and limited liquidity. Sales of large blocks of stock by these holders could cause dramatic declines in our stock price, and concentrated ownership may give significant influence over corporate matters to a few investors whose interests may not align with those of other shareholders. Other factors that could affect our stock price include future issuances of equity or convertible securities, analyst coverage and estimates, viral dissemination of information on social media, strategic transactions, executive leadership changes, and regulatory developments affecting our business model. As a result, the market price of our Common Stock may continue to experience substantial volatility, and investors may experience significant gains or losses.

  • Share Price & Shareholder Rights - Risk 2
    If 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.

    The trading market for our Common Stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts, and in the past, we have had changes in analyst ratings that have affected our stock price. If one or more of the analysts who cover us should downgrade our shares or change their opinion of our shares, industry sector or products, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

  • Share Price & Shareholder Rights - Risk 3
    Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

    Certain provisions in our certificate of incorporation, bylaws, and Delaware law could delay or prevent a change of control or changes in our management that stockholders may consider favorable. These include: - The Board's authority to fill director vacancies, limiting stockholders' ability to do so;- Restrictions on calling special meetings, which require approval by our Chairman, Chief Executive Officer, Board, or holders of a majority of outstanding shares, thereby limiting minority stockholder actions;- Limitations on stockholder action by written consent, requiring prior Board approval;- Prohibition of cumulative voting in director elections, reducing minority stockholders' influence;- Advance notice requirements for director nominations and other proposals at annual meetings, which may deter proxy contests or takeover attempts;- The Board's ability to issue preferred stock with rights or preferences that could impede an acquisition, without stockholder approval. These provisions may discourage unsolicited takeover attempts, proxy contests, or other actions that some stockholders may view as beneficial.

Accounting & Financial Operations4 | 8.7%
Debt & Financing6 | 13.0%
Corporate Activity and Growth4 | 8.7%

See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.

FAQ

What are “Risk Factors”?
Risk factors are any situations or occurrences that could make investing in a company risky. The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment. They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result. It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.
How do companies disclose their risk factors?
Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process. Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”. Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report. According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.
How can I use TipRanks risk factors in my stock research?
Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing. You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector. Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements. A simplified analysis of risk factors is unique to TipRanks.
What are all the risk factor categories?
TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below. 1. Financial & Corporate Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results. Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing. Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments. Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances. 2. Legal & Regulatory Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company. Regulation – risks related to compliance, GDPR, and new legislation. Environmental / Social – risks related to environmental regulation and to data privacy. Taxation & Government Incentives – risks related to taxation and changes in government incentives. 3. Production Costs – risks related to costs of production including commodity prices, future contracts, inventory. Supply Chain – risks related to the company’s suppliers. Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls. Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation. 4. Technology & Innovation Innovation / R&D – risks related to innovation and new product development. Technology – risks related to the company’s reliance on technology. Cyber Security – risks related to securing the company’s digital assets and from cyber attacks. Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying. 5. Ability to Sell Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers. Competition – risks related to the company’s competition including substitutes. Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration. Brand & Reputation – risks related to the company’s brand and reputation. 6. Macro & Political Economy & Political Environment – risks related to changes in economic and political conditions. Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19. International Operations – risks related to the global nature of the company. Capital Markets – risks related to exchange rates and trade, cryptocurrency.