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STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS | 6 Months Ended
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Jun. 30, 2026
Share-Based Payment Arrangement [Abstract] |
STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS | STOCKHOLDERS' EQUITY (DEFICIT) AND COMPENSATION ARRANGEMENTS Share Repurchase Program In May 2018, the Board authorized us to repurchase up to $300.0 million of our Common Stock under our share repurchase program. During the three and six months ended June 30, 2026, we repurchased 0.9 million shares and 2.8 million shares for an aggregate purchase price of $10.1 million and $31.4 million, respectively, (including fees and commissions) under our repurchase program. As of June 30, 2026, up to $213.6 million of Common Stock remained available for purchase under our program. The timing and amount of share repurchases, if any, will be determined based on market conditions, limitations under the Notes, share price, available cash and other factors, and the program may be terminated at any time. Groupon, Inc. Incentive Plan We established the 2011 Plan under which options, RSUs 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, 2026, 3,765,113 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 vesting of certain RSUs granted in 2026 is adjusted based on a Performance Multiplier determined by the participant's Year-End Performance Review ("YEPR") rating for the relevant annual performance determination period. The Performance Multiplier ranges from 0% to 300%. Certain RSUs granted in 2026 were granted to participants who also hold unvested 2025 PSUs. For these participants, the Year 1 and Year 2 tranches are subject to deferral until May 1, 2029 if the first stock price hurdle under the 2025 PSU Program ($19.75) is achieved and certified by the Compensation Committee on or before the otherwise applicable vesting date. Any such deferral does not affect the number of RSUs granted, the applicable Performance Multiplier, or the terms of the participant's 2025 PSUs. In July 2026, the first stock price hurdle of $19.75 under the 2025 PSU Program was achieved based on the 90 consecutive calendar day volume-weighted average stock price. As a result, vesting of the Year 1 and Year 2 tranches of these RSUs is deferred to May 1, 2029. Compensation cost for the RSUs subject to a Performance Multiplier adjustment is accrued based on the estimated YEPR outcome at each period end and adjusted upon annual YEPR certification by the Compensation Committee. As of June 30, 2026, the Company estimated the Performance Multiplier at 100%. The table below summarizes RSU activity for the six months ended June 30, 2026:
| RSUs |  | Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2025 | 555,564 |  |  | $ | 17.36 |
Granted (1) | 732,737 |  |  | 16.34 |
Vested | (267,028) |  |  | 19.42 |
Forfeited | (52,862) |  |  | 14.80 |
Unvested at June 30, 2026 | 968,411 |  |  | $ | 16.16 |
(1) The number of RSUs with service and performance vesting conditions included in the granted amount reflects the shares that would be eligible to vest at 100% of the Performance Multiplier. As of June 30, 2026, $13.7 million of unrecognized compensation costs related to unvested RSUs are expected to be recognized over a remaining weighted-average period of 1.79 years. Stock Options On March 30, 2023, we issued 3,500,000 units of stock options to our CEO, 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 was equal to the fair market value of the underlying stock on the date of grant. The contractual term for these stock options expired three years from the grant date, provided that if the expiration date fell during a blackout period, the expiration was extended until 30 calendar days after the end of the blackout period. The fair value of stock options on the grant date was amortized on a straight-line basis over the requisite service period. The fair value of stock options granted was estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Expected volatility was 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 were expected to be outstanding. The risk-free interest rate was 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 | %
During the second quarter of 2023, the CEO exercised 437,500 vested options, leaving 3,062,500 options outstanding as of June 30, 2023. On November 5, 2025, the Company amended the terms of the outstanding stock option award held by the CEO to permit net-share settlement. On June 11, 2026, the CEO exercised the remaining 3,062,500 vested options on a net-share-settled basis. Of the shares issuable upon exercise, 1,110,943 shares were withheld to satisfy the $18.4 million aggregate exercise price and 236,242 shares were withheld to satisfy $3.9 million of mandatory statutory tax withholding for the CEO's portion of taxes that are required to be remitted to the tax authorities on his behalf, resulting in a net issuance of 1,715,315 shares of Common Stock. This tax withholding did not result in any cash inflows or outflows during the three and six months ended June 30, 2026 and is therefore classified as a non-cash financing activity. The Company received no cash exercise proceeds. In connection with the exercise, the Company recognized $1.3 million of employer-paid payroll tax expense associated with the taxable compensation, recorded within Selling, general and administrative expense during the three and six months ended June 30, 2026. The total taxes payable of $5.2 million related to this exercise is presented in Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet as of June 30, 2026. The table below summarizes stock option activity for the six months ended June 30, 2026:
| Options |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2025 | 3,062,500 |  |  | $ | 6.00 |  |  | 0.25 |  | $ | 35,556 |
Exercised | (3,062,500) |  |  | 6.00 |  |  | — |  |  | 32,616 |
Outstanding at June 30, 2026 | — |  |  | — |  |  | — |  |  | — |
Exercisable at June 30, 2026 | — |  |  | $ | — |  |  | — |  |  | $ | — |
As of June 30, 2026, all compensation costs related to stock options granted under the 2011 Plan were recognized. Performance Share Units We grant PSU awards to our executive and upper management teams under our 2024 Executive PSU, 2025 PSU, and 2026 PSU programs. 2024 Executive PSUs and 2025 PSUs The 2024 Executive PSU and 2025 PSU programs require certain stock price hurdles, based on a 90 consecutive calendar day volume-weighted average stock price, and certain service conditions to be satisfied before the shares will vest. The following table summarizes the outstanding PSU award stock price hurdles and service conditions of the 2024 Executive PSU and 2025 PSU programs:
| 2024 Executive PSUs |  | 2025 PSUs |
Stock price hurdles | $14.86; $20.14; $31.01; $68.82 |  | $19.75; $26.76; $31.01; $68.82 |
Service conditions | Incremental 33% of award met after May 1, 2025, May 1, 2026, and May 1, 2027 |  | Incremental 33% of award met after May 1, 2026, May 1, 2027, and May 1, 2028 |
In 2025, the first, second, and third stock price hurdles under the 2024 Executive PSU Program were achieved based on the respective 90 consecutive calendar day volume-weighted average stock price. In July 2026, the first stock price hurdle of $19.75 under the 2025 PSU Program was achieved based on the 90 consecutive calendar day volume-weighted average stock price. Accordingly, 165,032 2025 PSUs vested following certification of the Compensation Committee's determinations as to the satisfaction of the other requirements for such PSUs. 2026 PSUs We granted 2026 PSUs in May 2026. The 2026 PSUs vest based on Groupon's relative Total Shareholder Return ("rTSR") percentile ranking versus the Russell 2000 Index over a three-year performance period (the "Performance Period"). 2026 PSUs vest on a single cliff basis at the end of the Performance Period, subject to continued service through the Performance Period end date and Compensation Committee certification of the rTSR achievement. rTSR is measured using 90-day volume-weighted average prices ("VWAP") as of the grant date and the end of the Performance Period, with dividends treated as reinvested. Certain 2026 PSUs include an adjustment mechanism designed to insulate the rTSR outcome from the effects of any SumUp liquidity or revaluation event. The number of 2026 PSUs eligible to vest ranges from 0% to 300% of target based on Groupon's rTSR percentile rank. The following table summarizes the outstanding PSU award activity for the six months ended June 30, 2026:
| 2024 Executive PSUs |  | 2025 PSUs (1) |  | 2026 PSUs (2)
| Units |  | Wtd. Avg. Grant Date Fair Value |  | Units |  | Wtd. Avg. Grant Date Fair Value |  | Units |  | Wtd. Avg. Grant Date Fair Value
Unvested at December 31, 2025 | 2,590,355 |  |  | 14.00 |  |  | 1,730,068 |  |  | 24.14 |  |  | — |  |  | — |
Granted | — |  |  | — |  |  | 457,354 |  |  | 9.91 |  |  | 318,567 |  |  | 37.43 |
Vested | (837,643) |  |  | 13.89 |  |  | (23,721) |  |  | 30.75 |  |  | — |  |  | — |
Forfeited | — |  |  | — |  |  | (50,897) |  |  | 22.77 |  |  | — |  |  | — |
Unvested at June 30, 2026 | 1,752,712 |  |  | 14.05 |  |  | 2,112,804 |  |  | 21.02 |  |  | 318,567 |  |  | 37.43 |
(1) Relates to vesting upon certification by the Compensation Committee that certain service and performance conditions were satisfied during the six months ended June 30, 2026 under specified terms provided for under the grant agreements for our CEO, Dusan Senkypl, and former COO, Jiri Ponrt. (2) 2026 PSU presented at target (100% payout). Actual shares earned will range from 0% to 300% of target based on Groupon's rTSR percentile vs. the Russell 2000 Index at the end of the Performance Period (May 1, 2029), subject to the Negative TSR Cap, which is capped at 100% if Groupon absolute TSR is negative. Because these awards were determined to be subject to market conditions, we 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 the awards 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 2024 Executive PSUs, 2025 PSUs, and 2026 PSUs are as follows:
| 2024 Executive PSUs |  | 2025 PSUs |  | 2026 PSUs
Grant Date | June 12, 2024 |  | October 14, 2024 |  | May 20, 2025 (1) |  | January 29, 2026 |  | May 1, 2026 (2)
Dividend Yield | 0.00 | % |  | 0.00 | % |  | 0.00 | % |  | 0.00 | % |  | 0.00 | %
Risk-free interest rate | 4.46 | % |  | 3.86 | % |  | 3.91 | % |  | 3.52 | % |  | 3.87 | %
Expected volatility | 95.73 | % |  | 98.70 | % |  | 98.88 | % |  | 85.81 | % |  | 92.81 | %
Requisite service period (in years) | 2.88 |  | 2.54 |  | 2.95 |  | 2.25 |  | 3.00
(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 (2) Only one award of 2026 PSUs was granted in June 2026. Key inputs used in the Monte Carlo simulation and requisite service period are materially the same as the awards granted in May 2026. As of June 30, 2026, we had unrecognized compensation costs related to unvested 2026 PSUs, 2025 PSUs, and 2024 Executive PSUs of $11.9 million, $15.4 million and $4.2 million, respectively. The cost is expected to be recognized over a remaining weighted-average period of 2.84 years, 1.43 years and 0.84 years related to 2026 PSUs, 2025 PSUs and 2024 Executive PSUs, respectively. 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. 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 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 Company's intent is 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, 2026, the achievement of these benchmarks remained improbable based on forecasts through the end of 2027. Therefore, no stock-based compensation expense was recognized through June 30, 2026.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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