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STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS
Groupon, Inc. Incentive Plan
In August 2011, we established the 2011 Plan under which options, RSUs, 2025 PSUs, 2024 Executive PSUs and PSUs of up to 20,775,000 shares of Common Stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee. As of June 30, 2025, 4,540,891 shares of Common Stock were available for future issuance under the 2011 Plan.
Restricted Stock Units
The RSUs generally have vesting periods between one and three years and are amortized on a straight-line basis over their requisite service period.
The table below summarizes RSU activity for the six months ended June 30, 2025:
RSUs
Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2024711,346 $11.18 
Granted238,334 18.84 
Vested(244,887)12.99 
Forfeited(56,970)11.68 
   Reclassified from Liability (1)
109,120 33.91 
Unvested at June 30, 2025756,943 $16.24 
(1)    Reclassification of liability-classified 2024 Executive PSUs following modification of the award to equity-classified units as of June 26, 2025. Please refer to the modification details in the "Liability-classified 2024 Executive PSU" section below.
As of June 30, 2025, $9.5 million of unrecognized compensation costs related to unvested RSUs are expected to be recognized over a remaining weighted-average period of 1.5 years.
Stock Options
On March 30, 2023, we issued 3,500,000 units of stock options with a per share value of $0.95, a strike price of $6.00 and vesting over two years. The exercise price of stock options granted is equal to the fair market value of the underlying stock on the date of grant. The contractual term for these stock options expires three years from the grant date. The fair value of stock options on the grant date is amortized on a straight-line basis over the requisite service period.
The fair value of stock options granted is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Expected volatility is based on Groupon's historical volatility over the estimated expected life of the stock options. The expected term represents the period of time the stock options are expected to be outstanding. The risk-free interest rate is based on yields on U.S. Treasury STRIPS with maturity similar to the estimated expected life of the stock options. The weighted-average assumptions for stock options granted are outlined in the following table:
Dividend yield0.0 %
Risk-free interest rate4.1 %
Expected term (in years)2.00
Expected volatility78.2 %
The table below summarizes stock option activity for the six months ended June 30, 2025:
OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 20243,062,500 $6.00 1.25$18,834 
Outstanding at June 30, 20253,062,500 6.00 0.7584,066 
Exercisable at June 30, 20253,062,500 $6.00 0.75$84,066 
As of June 30, 2025, all compensation costs related to unvested stock options granted under the 2011 Plan were recognized. The total fair value of shares vested during the six months ended June 30, 2025 was $0.4 million.
These stock options were granted to our CEO, who is based in the Czech Republic. Taxes on stock options in the Czech Republic are payable upon the sale of the underlying shares. The Company's tax liability is determined by multiplying the applicable tax rate by the difference between the value of the shares underlying the options on the date of exercise and the aggregate exercise price of the options. These taxes will be recognized in the Condensed Consolidated Statement of Operations upon any subsequent sale of the shares acquired upon exercise of the options.
Performance Share Units
During the second quarter, the Company granted awards for our executive and upper management team under the 2025 PSU Program, which are earned based on the performance of our stock price and a service condition (the "2025 PSUs"). Vesting of our 2025 PSUs, 2024 Executive PSUs and PSUs are subject to continued service through the period dictated by the award and certification by the Compensation Committee that the specified performance and market conditions have been achieved.

2025 PSUs
We granted 2025 PSUs in May and June, 2025. The 2025 PSUs may only be earned if certain stock price hurdles are met and the recipient satisfies certain service conditions. The achievement of the stock price hurdles is measured during a period beginning on February 2, 2026 and ending on May 1, 2028. The 2025 PSUs have four stock price hurdles: $19.75, $26.76, $31.01, and $68.82, based on a 90 consecutive calendar day volume-weighted average stock price. The shares awarded under the 2025 PSUs are divided equally between four tranches corresponding to achievement of each stock price hurdle. Once the stock price hurdle is achieved, a service condition must also be met before the shares will vest. Specifically, the service condition for: (i) 33% of the award will be met after May 1, 2026; (ii) an additional 33% of the award will be met after May 1, 2027; and (iii) the final 34% of the award will be met after May 1, 2028. We determined these awards are subject to a market condition, and therefore used a Monte Carlo simulation to calculate the grant date fair value of the awards and the related derived service period. The requisite service condition period for each award exceeds the derived service period and therefore we recognize the expense over the requisite service period.
The key inputs used in the Monte Carlo simulation and requisite service period for the 2025 PSUs are outlined in the following table:
2025 PSUs
May 20, 2025 (1)
Dividend yield0.00 %
Risk-free interest rate3.91 %
Expected volatility98.88 %
Requisite service period (in years)2.95
(1)    Only one award of 2025 PSUs was granted in June 2025. Key inputs used in the Monte Carlo simulation and requisite service period are materially the same as the awards granted in May 2025.
The table below summarizes 2025 PSU activity for the six months ended June 30, 2025:
2025 PSUs
Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2024— $— 
Granted 1,647,841 24.47 
Vested— — 
Forfeited— — 
Unvested at June 30, 20251,647,841 $24.47 

As of June 30, 2025, we had unrecognized compensation costs related to unvested 2025 PSUs of $37.4 million. The cost is expected to be recognized over a remaining weighted-average period of 1.85 years.
2024 Executive PSUs
Equity-classified 2024 Executive PSUs
We granted 2024 Executive PSUs on June 12, 2024 and October 14, 2024. The 2024 Executive PSUs may only be earned if certain stock price hurdles are met and the recipient satisfies certain service conditions. The achievement of the stock price hurdles is measured during a period beginning on February 2, 2025 and ending on May 1, 2027. The 2024 Executive PSUs have four stock price hurdles: $14.86, $20.14, $31.01, and $68.82 based on a 90 consecutive calendar day volume-weighted average stock price. The shares awarded under the 2024 Executive PSU award are divided equally between four tranches corresponding to achievement of each stock price hurdle. Once the stock price hurdle is achieved, a service condition must also be met before the shares will vest. Specifically, the service condition for: (i) 33% of the award was met on May 1, 2025; (ii) an additional 33% of the award will be met after May 1, 2026; and (iii) the final 34% of the award will be met after May 1, 2027. The 2024 Executive PSUs are subject to downward adjustments by the Compensation Committee. We determined these awards are subject to a market condition, and therefore used a Monte Carlo simulation to calculate the grant date fair value of the awards and the related derived service period. The requisite service condition period for each award exceeds the derived service period and therefore we recognize the expense over the requisite service period.
The key inputs used in the Monte Carlo simulation and requisite service period for the equity-classified 2024 Executive PSUs by grant date are outlined in the following table:
Equity-classified 2024 Executive PSUs
June 12, 2024October 14, 2024
Dividend yield0.00 %0.00 %
Risk-free interest rate4.46 %3.86 %
Expected volatility95.73 %98.70 %
Requisite service period (in years)
2.882.54
The table below summarizes equity-classified 2024 Executive PSU activity for the six months ended June 30, 2025:
Equity-classified 2024 Executive PSUs
Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 20243,698,064 $13.29 
Granted — — 
Vested(556,980)13.26 
Forfeited(329,627)13.59 
Reclassified from Liability (1)
130,683 28.54 
Unvested at June 30, 20252,942,140 $13.94 
(1)    Reclassification of liability-classified 2024 Executive PSUs following modification of the award to equity-classified units as of June 26, 2025. Please refer to the modification details in the "Liability-classified 2024 Executive PSU" section below.
As of June 30, 2025, we had unrecognized compensation costs related to unvested equity-classified 2024 Executive PSUs of $17.1 million. The cost is expected to be recognized over a remaining weighted-average period of 1.44 years.
In May 2025, the first stock price hurdle of $14.86 was achieved based on the 90 consecutive calendar day volume-weighted average stock price. Accordingly, 287,115 equity-classified 2024 Executive PSUs vested following certification of the Compensation Committee’s determinations as to the satisfaction of the other requirements for such 2024 Executive PSUs.
In June 2025, the second stock price hurdle of $20.14 was achieved based on the 90 consecutive calendar day volume-weighted average stock price. Accordingly, 269,865 equity-classified 2024 Executive PSUs vested following certification of the Compensation Committee's determinations as to the satisfaction of the other requirements for such Executive PSUs.
On August 5, 2025, the third stock price hurdle of $31.01 was achieved based on the 90 consecutive calendar day volume-weighted average stock price. Accordingly, up to 299,335 equity-classified 2024 Executive PSUs are eligible to vest subject to the Compensation Committee’s determinations as to the satisfaction of the other requirements for such Executive PSUs.
Liability-classified 2024 Executive PSUs
In October 2024, the Compensation Committee approved a cash incentive award, which was required to be settled in cash upon vesting. The award was subject to the same market, performance and service conditions as the 2024 Executive PSUs. Upon vesting, the cash settlement, if any, would have been calculated by multiplying the closing stock price on each vesting date by the number of shares that would have otherwise vested if the award provided for equity settlement. The Company's compensation plan limits cash awards to $5.0 million per annum with any amount in excess of $5.0 million to be paid the following year. The related award obligation was presented within Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.
In May 2025, the first stock price hurdle of $14.86 was achieved based on the 90 consecutive calendar day volume-weighted average stock price. Accordingly, the equivalent of up to 21,563 liability-classified 2024 Executive PSUs were eligible to be settled in cash subject to the Compensation Committee’s determinations as to the satisfaction of the other requirements for such 2024 Executive PSUs. The cash settlement of $561K was paid during the second quarter of 2025.
In June 2025, the second stock price hurdle of $20.14 was achieved based on the 90 consecutive calendar day volume-weighted average stock price. In the same month, the Compensation Committee approved a modification to the award to require settlement in shares of the Company's Common Stock. As a result of this change, the award was reclassified from a liability-classified award to an equity-classified award, effective as of the modification date. The modification did not affect the market, performance, or service conditions, nor any other terms of the award, aside from the change in settlement method. For the portion attributable to the first and second stock price hurdles but not yet settled in cash, the award was exchanged for RSUs. For the portion attributable to the third and forth stock price hurdles, the award was exchanged for equity-classified PSUs.
The Company reclassified the fair value of the liability as of the modification date to Additional paid-in-capital and will recognize any remaining unrecognized compensation cost on a straight-line basis over the remaining requisite service period. The fair value of the awards immediately before the modification, which was used as the basis for the reclassification, was $2.2 million.
The fair value of the modified, equity-classified award as of the modification date was estimated using a Monte Carlo simulation. The key inputs used in the initial Monte Carlo simulation for the modified units originally granted in October 2024 were the risk-free rate of 3.86%, dividend yield of 0.00%, and our stock price volatility of 98.70%. The key inputs used in the Monte Carlo simulation for the modified units originally granted in October 2024 were a risk-free rate of 3.71%, dividend yield of 0.00%, and a stock price volatility of 98.59%.
The table below summarizes activity related to the liability-classified 2024 Executive PSUs for the quarter ended June 30, 2025, as a result of the modification:
Liability-classified Executive PSUs
Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2024261,365 $6.70 
Granted — — 
Vested(21,562)6.70 
Forfeited
— — 
Reclassified to Equity
(239,803)$6.70 
Unvested at June 30, 2025— $— 
The Company had no liability-classified share-based compensation awards outstanding as of as of June 30, 2025. We recorded $1.9 million of incremental stock-based compensation expense during the three and six months ended June 30, 2025 as a result of the modification.
PSUs
We have granted PSUs that vest in shares of our Common Stock upon the achievement of financial and operational targets specified in the respective award agreement. Based on our financial and operational results for the year ended December 31, 2024, no shares were issued upon vesting in April 2025 as the specified performance conditions were not met by the end of the performance period.
The table below summarizes PSU activity for the six months ended June 30, 2025:
PSUs
Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 202416,417 $16.68 
Granted— — 
Vested— — 
Forfeited(16,417)16.68 
Unvested at June 30, 2025— $— 
Major Rocket Incentive Shares
On March 11, 2025, the Company entered into a marketing agreement with Major Rocket with a three-year contractual term beginning January 1, 2025. Pursuant to the Major Rocket Agreement, Major Rocket
provides marketing services in North America including sourcing and facilitation of contracts for enterprise offerings on Groupon’s platform. Under the Major Rocket Agreement, Major Rocket is eligible to receive incentive compensation if the merchant offerings it is responsible for sourcing achieve certain financial benchmarks ranging in amount from $10 million to $25 million. The incentives payable to Major Rocket upon satisfaction of these benchmarks may be satisfied through the Company’s issuance of up to 954,000 shares of the Common Stock or, at the Company’s election, the payment of cash in an amount equal to the then current value of such shares.
The award is equity-classified under FASB ASC Topic 718, Compensation - Stock Compensation, given the Company's intent and ability to settle the awards in shares of Common Stock. The total compensation expense is measured at the grant-date fair value of the maximum number of shares issuable, which was approximately $9.3 million, based on the grant date share price as of March 11, 2025. Compensation expense will be recognized over the service period as Major Rocket’s services are received through December 31, 2027, or earlier if all the financial benchmarks are met before then, and only when achievement of these benchmarks becomes probable.
As of June 30, 2025, we recognized $0.5 million of stock-based compensation expense within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations, as the achievement of one of these benchmarks was deemed probable to vest based on forecasted results through the end of 2027.
Rights Offering
On January 22, 2024, we announced the closing of our $80.0 million fully backstopped Rights Offering for shares of our Common Stock.

Pursuant to the terms of the Rights Offering, 7,079,646 shares of Common Stock were purchased at $11.30 per share, generating $80.0 million in gross proceeds, less issuance costs incurred. As detailed below, the Rights Offering was oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges, well exceeded $80.0 million, the maximum aggregate offering size of the Rights Offering.
Through the exercise of both basic subscription rights and over-subscription privileges, the Backstop Party subscribed for approximately 7.1 million shares and other stockholders subscribed for approximately 9.7 million shares. The Company issued 4,574,113 shares of Common Stock via the exercise of the basic subscription rights and 2,505,533 shares of Common Stock via the exercise of over-subscription privileges. The Backstop Party purchased approximately 3.1 million shares of Common Stock in connection with the Rights Offering.