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COMPENSATION ARRANGEMENTS | 12 Months Ended
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Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
COMPENSATION ARRANGEMENTS | COMPENSATION ARRANGEMENTS Groupon, Inc. Stock Plan In August 2011, we established the 2011 Plan under which options, RSUs, and PSUs for up to 13,775,000 shares of Common Stock are authorized for future issuance to employees, consultants and directors. The 2011 Plan is administered by the Compensation Committee. In June 2024, at the Company's annual meeting of stockholders, the Company's stockholders approved an amendment to the 2011 Plan to increase the number of authorized shares by 7,000,000. Accordingly, a total of 20,775,000 shares of Common Stock have been authorized for issuance under the 2011 Plan. As of December 31, 2025, 4,709,744 shares of Common Stock were available for future issuance under the 2011 Plan. The stock-based compensation expense, net of capitalization related to stock awards issued under the 2011 Plan are presented within the following line items of the Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 (in thousands):
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Cost of revenue | $ | 47 |  |  | $ | 121 |  |  | $ | 119 |
Marketing | 440 |  |  | 52 |  |  | 53 |
Selling, general and administrative | 37,287 |  |  | 26,561 |  |  | 14,309 |
Total stock-based compensation expense (1) | $ | 37,774 |  |  | $ | 26,734 |  |  | $ | 14,481 |
(1) Excludes expense related to the 2024 Executive PSUs that were required to be settled in cash. Employee Stock Purchase Plan The ESPP authorizes us to grant up to 1,000,000 shares of Common Stock under that plan. For the years ended December 31, 2025, 2024 and 2023, 12,594, 11,612 and 45,879 shares of Common Stock were issued under the ESPP. 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 RSUs activity under the 2011 Plan for the year ended December 31, 2025:
| RSUs |  | Weighted- Average Grant Date Fair Value (per share)
Unvested at December 31, 2024 | 711,346 |  |  | $ | 11.18 |
Granted | 252,882 |  |  | 13.43 |
Vested | (317,668) |  |  | 13.99 |
Forfeited | (200,116) |  |  | 12.09 |
Reclassified from Liability (1) | 109,120 |  |  | $ | 33.91 |
Unvested at December 31, 2025 | 555,564 |  |  | $ | 17.36 |
(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. The weighted-average grant date fair value of RSUs granted in 2024 and 2023 was $10.56 and $5.26. The fair value of RSUs that vested during each of the three years ended December 31, 2025, 2024 and 2023 was $8.3 million, $8.1 million and $8.9 million. As of December 31, 2025, $5.9 million of unrecognized compensation costs related to unvested employee RSUs are expected to be recognized over a remaining weighted-average period of 1.10 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, provided that if the expiration date falls during a blackout period, the expiration is extended until 30 calendar days after the end of the blackout period. 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 yield | 0.0 | %
Risk-free interest rate | 4.1 | %
Expected term (in years) | 2.00
Expected volatility | 78.2 | %
There were no stock options granted or exercised during the year ended December 31, 2025 and 2024.
| Options |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024 | 3,062,500 |  |  | 6.00 |  |  | 1.25 |  | 18,834 |
Outstanding at December 31, 2025 | 3,062,500 |  |  | 6.00 |  |  | 0.25 |  | 35,556 |
Exercisable at December 31, 2025 | 3,062,500 |  |  | $ | 6.00 |  |  | 0.25 |  | $ | 35,556 |
As of December 31, 2025, there was no unrecognized compensation costs related to unvested stock options granted under the 2011 Plan. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $0.4 million, $2.2 million and $0.8 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 Consolidated Statement of Operations upon any subsequent sale of the shares acquired upon exercise of the options. Upon exercise, the Company may also recognize a liability in the Consolidated Balance Sheet for the employee's portion of taxes that are required to be remitted to the tax authorities on behalf of the CEO. On November 5, 2025, the Company and its CEO, Dušan Šenkypl, entered into an amendment to his Stock Option Agreement, dated March 30, 2023, to permit the use of a cashless, share-withholding mechanism for the payment of immediate income tax obligations arising upon exercise vested options. The amendment did not modify the number of shares, exercise price, vesting schedule, or other material terms of the award. Performance Share Units We grant PSU awards to our executive and upper management teams. 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, June, July, and October 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. The shares will vest when both a stock price hurdle is achieved and a service condition is fulfilled. 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 explicit service period for each award exceeds the derived service period and therefore we recognize the expense over the explicit 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:
| May 20, 2025 (1)
Dividend yield | 0.00 | %
Risk-free interest rate | 3.91 | %
Expected volatility | 98.88 | %
Requisite service period (in years) | 2.95
(1) Only one award of 2025 PSUs was granted in June 2025, three awards of 2025 PSUs were granted in July 2025, and four awards of 2025 PSUs were granted in October 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 year ended December 31, 2025:
| 2025 PSUs |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2024 | — |  |  | $ | — |
Granted | 1,869,411 |  |  | 24.10 |
Vested | — |  |  | — |
Forfeited | (139,343) |  |  | 23.71 |
Unvested at December 31, 2025 | 1,730,068 |  |  | $ | 24.14 |
As of December 31, 2025, we had unrecognized compensation costs related to unvested 2025 PSUs of $25.9 million. The cost is expected to be recognized over a remaining weighted-average period of 1.57 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 PSUs are divided equally between four tranches corresponding to achievement of each stock price hurdle. The shares will vest when both a stock price hurdle is achieved and a service condition is fulfilled. 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 explicit service period for each award exceeds the derived service period and therefore we recognize the expense over the explicit 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, 2024 |  | October 14, 2024
Dividend yield | 0.00 | % |  | 0.00 | %
Risk-free interest rate | 4.46 | % |  | 3.86 | %
Expected volatility | 95.73 | % |  | 98.70 | %
Requisite service period (in years) | 2.88 |  | 2.54
The table below summarizes equity-classified 2024 Executive PSU activity for the year ended December 31, 2025:
| Equity-classified 2024 Executive PSUs |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2024 | 3,698,064 |  |  | $ | 13.29 |
Granted | — |  |  | — |
Vested | (848,408) |  |  | 13.75 |
Forfeited | (389,984) |  |  | 12.60 |
Reclassified from Liability (1) | 130,683 |  |  | 28.54 |
Unvested at December 31, 2025 | 2,590,355 |  |  | $ | 14.00 |
(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 December 31, 2025, we had unrecognized compensation costs related to unvested equity-classified 2024 Executive PSUs of $10.0 million. The cost is expected to be recognized over a remaining weighted-average period of 1.06 years. The total fair value of equity-classified 2024 Executive PSUs that vested during each of the years ended December 31, 2025 and 2024 was $26.7 million and $0, respectively. In 2025, the first, second, and third stock price hurdles were achieved based on the respective 90 consecutive calendar day volume-weighted average stock price. Accordingly, 848,408 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. 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, was 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 related award obligation was presented within Accrued expenses and other current liabilities on the Consolidated Balance Sheet. 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 approximately $0.6 million 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 fourth 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 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 same units originally granted in October 2024 as part of the modification 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 liability-classified 2024 Executive PSU activity for the year ended December 31, 2025:
| Liability-classified 2024 Executive PSUs |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2024 | 261,365 |  |  | $ | 6.70 |
Granted | — |  |  | — |
Vested | (21,562) |  |  | 6.70 |
Forfeited | — |  |  | — |
Reclassified to Equity | (239,803) |  |  | $ | 6.70 |
Unvested at December 31, 2025 | — |  |  | $ | — |
The Company had no liability-classified share-based compensation awards outstanding as of December 31, 2025. We recorded $1.9 million of incremental stock-based compensation expense during the year ended December 31, 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 year ended December 31, 2025:
| PSUs |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2024 | 16,417 |  |  | $ | 16.68 |
Granted | — |  |  | — |
Vested | — |  |  | — |
Forfeited | (16,417) |  |  | 16.68 |
Unvested at December 31, 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 $10.0 million to $25.0 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 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 is 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 December 31, 2025, the achievement of these benchmarks was deemed not probable based on forecasted results through the end of 2027. Therefore, $0.8 million of compensation expense recognized during the second and third quarters of 2025 was fully reversed in the fourth quarter. Defined Contribution Plans We have a 401(k) defined contribution retirement savings plan covering substantially all domestic employees. Each participant may elect to defer a portion of their compensation subject to certain limitations. We contribute up to 50% of the first 6% of eligible compensation contributed to the plan, subject to a 3 year graded vesting schedule. We also have several foreign defined contribution plans, which require us to contribute a percentage of participating employee's salary according to local regulations. During the years ended December 31, 2025, 2024 and 2023, our contributions for all plans were $2.4 million, $2.9 million and $1.9 million.

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