399473AK3

The following discussion and analysis of our financial condition and results of operations should be read together with our Condensed Consolidated Financial Statements and related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under Part II, Item 1A, Risk Factors, and elsewhere in this Quarterly Report. See Part I, Forward-Looking Statements, for additional information. Overview Groupon is a global scaled two-sided marketplace that connects consumers to merchants. Consumers access our marketplace through our mobile applications and our websites. We operate in two segments, North America and International, and operate in three categories, Local, Goods and Travel. See Item 1, Note 14, Segment Information, for additional information. Our mission is to get people offline through quality local experiences at great value. We believe the best things in life happen offline, and as the world becomes increasingly digitized, we expect demand to grow for in-person experiences and for the digital pathways consumers use to discover and book them. Groupon sits at the intersection of consumer intent and local supply, which we believe positions us to serve as a bridge between the emerging AI economy and millions of local merchants. Our strategy is to be the trusted local experience marketplace where customers go to buy quality local services and experiences at unbeatable value. We plan to grow our revenue by building long-term relationships with local merchants to strengthen our online selection and by enhancing the customer reach through experience curation and improved convenience in order to drive customer demand and purchase frequency. We generate service revenue from Local, Goods and Travel categories. Revenue primarily represents the net commissions earned from selling goods or services on behalf of third-party merchants. Revenue is reported on a net basis as the purchase price collected from the customer less the portion of the purchase price that is payable to the third-party merchant. We also earn commissions when customers make purchases with retailers using digital coupons accessed through our websites and mobile applications. We continue to invest in making our platform more efficient, stable and agile. By improving our technology, our customer base can enjoy a modernized experience along with seamless execution of new product innovation, improved customer experience and customer satisfaction. Central to this is our continued investment in our product and engineering organization, building the development velocity, platform depth, and technical capabilities required to deliver faster innovation and more personalized experiences for both customers and merchants. Our product agenda is focused on driving growth through smarter discovery, deeper personalization, and an increasingly seamless experience across every surface we serve. We believe the next generation of local commerce will be driven by AI-native experiences, for which AI agents will become an important discovery and transaction channel. We are investing in AI-native capabilities on both sides of our marketplace, including personalization, AI ready search and relevance, AI ready checkout for consumers, and AI driven tools intended to improve deal creation, content quality, and merchant productivity. We are making these investments now with the goal of Groupon being well positioned for local experiences demand as this channel scales. In the first quarter of 2026, we launched Project Foundry, a company-wide initiative to transform our operating model by embedding AI agents into the core of every function. The goal of Foundry is not the launch of a single feature or capability, but to re-architect how work is performed internally so the Company operates with the speed required to succeed in an AI-native world. The financial impact of this initiative is not yet determinable, and we expect Foundry to influence how we operate over the remainder of 2026 and in future periods. As part of Project Foundry and the Company’s strategy to become an AI-native company, management is evaluating a range of operational initiatives to better align the Company’s cost structure with this AI-native operating model, improve its operational efficiency and become more nimble, and position the Company for growth. These initiatives, including significant restructuring actions, were approved by the Board of Directors in the second quarter of 2026. As the Company implements Project Foundry, management expects to continue to evaluate additional material cost-reduction and automation actions. The Company expects any such actions to be completed by the end of 2027. 2026 Restructuring Plan In May 2026, the Board approved a restructuring plan ("2026 Restructuring Plan") relating to the Company's previously announced strategy to rebuild the Company as an AI-native company and better deliver on our mission, serving both customers and merchants. These restructuring actions include an overall reduction of up to 400 positions globally, including employees and contractors, with a majority of these reductions expected to occur by the end of the third quarter of 2026. In connection with these actions, we expect to record total pre-tax charges of $7.0 million to $13.0 million. Substantially all of the pre-tax charges are expected to be paid in cash and relate to employee severance and compensation benefits, with an immaterial amount of charges related to other exit costs. The payroll actions are estimated to result in $20.0 million to $25.0 million in annualized cost savings. The Company expects to realize $10.0 million to $12.0 million of gross savings in 2026 and intends to reinvest up to 50% of these savings in 2026 in marketing, AI infrastructure, and talent density. Accordingly, the Company expects the restructuring plan will generate approximately $5.0 million in net savings in fiscal year 2026. See Note 10, Restructuring and Related Charges (Credits), for more information. 31 How We Measure Our Business We use several operating and financial metrics to assess the progress of our business and make strategic decisions. Certain of the financial metrics are reported in accordance with GAAP and certain of those metrics are considered non-GAAP financial measures. As our business evolves, we may make changes to the key financial and operating metrics that we use to measure our business. For further information and reconciliations to the most applicable financial measures under GAAP, refer to our discussion under the Non-GAAP Financial Measures section. Operating Metrics •Gross billings is the total dollar value of customer purchases of goods and services. Gross billings is presented net of customer refunds, order discounts and sales and related taxes. The substantial majority of our revenue transactions are comprised of sales of vouchers and similar transactions in which we collect the transaction price from the customer and remit a portion of the transaction price to the third-party merchant who will provide the related goods or services. For these transactions, gross billings differs from Revenue reported in our Condensed Consolidated Statements of Operations, which is presented net of the merchant's share of the transaction price. Gross billings is an indicator of our growth and business performance as it measures the dollar volume of transactions generated through our marketplaces. Tracking gross billings also allows us to monitor the percentage of gross billings that we are able to retain after payments to merchants. •Units are the number of purchases during the reporting period, before refunds and cancellations, made either through one of our online marketplaces, a third-party marketplace, or directly with a merchant for which we earn a commission. We do not include purchases with retailers using digital coupons accessed through our websites or mobile applications in our units metric. We consider units to be an important indicator of the total volume of business conducted through our marketplaces. •Active customers are unique user accounts, identified by a distinct email address, that have made a purchase during the TTM either through one of our online marketplaces or directly with a merchant for which we earned a commission. We consider this metric to be an important indicator of our business performance as it helps us to understand how the number of customers actively purchasing our offerings is trending. Some customers could establish and make purchases from more than one account, so it is possible that our active customer metric may count certain customers more than once in a given period. We do not include consumers who solely make purchases with retailers using digital coupons accessed through our websites or mobile applications in our active customer metric, nor do we include consumers who solely make purchases of our inventory through third-party marketplaces with which we partner. Our gross billings and units for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Gross billings $ 413,749 $ 416,697 $ 796,295 $ 803,173 Units 8,508 9,117 16,656 17,655 Our active customers for the trailing twelve months ended June 30, 2026 and 2025 were as follows (in thousands): TTM Ended June 30, 2026 2025 TTM active customers 16,103 15,829 32 Financial Metrics •Revenue is earned through transactions for which we generate commissions by selling goods or services on behalf of third-party merchants. Revenue from those transactions is reported on a net basis as the purchase price collected from the customer for the offering less an agreed upon portion of the purchase price paid to the third-party merchant. Revenue also includes commissions we earn when customers make purchases with retailers using digital coupons accessed through our digital properties. •Cost of revenue consists of direct and certain indirect costs incurred to generate revenue. Costs incurred to generate revenue include credit card processing fees, editorial costs, compensation expense for technology support personnel who are responsible for maintaining the infrastructure of our websites, amortization of internal-use software relating to customer-facing applications, web hosting and other processing fees attributed to the cost of service. •Gross profit reflects the net margin we earn after deducting our Cost of revenue from our Revenue. •Contribution Profit measures the amount of marketing investment needed to generate revenue and is defined as net revenues less cost of sales and marketing expense. •Adjusted EBITDA is a non-GAAP financial measure that we define as Income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, and other special charges and credits, including items that are unusual in nature or infrequently occurring. For further information and a reconciliation to Income (loss) from continuing operations, refer to our discussion under the Non-GAAP Financial Measures section. •Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software. For further information and a reconciliation to Net cash provided by (used in) operating activities from continuing operations, refer to our discussion in the Liquidity and Capital Resources section. The following table presents the above financial metrics for the three and six months ended June 30, 2026 and 2025 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 124,675 $ 125,702 $ 241,875 $ 242,889 Gross profit 113,392 114,426 219,441 220,724 Contribution profit 70,127 73,027 139,843 144,888 Adjusted EBITDA 14,834 15,563 27,624 30,889 Free cash flow 15,022 25,189 1,505 21,430 Operating Expenses •Marketing expense consists primarily of online marketing costs, such as search engine marketing, advertising on social networking sites and affiliate programs, and offline marketing costs, such as television. Additionally, compensation expense for marketing employees is classified within Marketing expense. We record these costs within Marketing in the Condensed Consolidated Statements of Operations when incurred. From time to time, we have offerings from well-known national merchants for customer acquisition and activation purposes, for which the amount we owe the merchant for each voucher sold exceeds the transaction price paid by the customer. Our gross billings from those transactions generate no revenue and our net cost (i.e., the excess of the amount owed to the merchant over the amount paid by the customer) is classified as marketing expense. We evaluate marketing expense as a percentage of revenue because it gives us an indication of how well our marketing spend is driving revenue performance. •SG&A expenses include selling expenses such as sales commissions and other compensation expenses for sales representatives, as well as costs associated with supporting the sales function such as technology, telecommunications and travel. General and administrative expenses include compensation expense for employees involved in customer service, operations, technology and product development, as well as general corporate functions, such as finance, legal and human resources. Additional costs in 33 general and administrative include depreciation and amortization, rent, professional fees, litigation costs, travel and entertainment, recruiting, maintenance, certain technology costs and other general corporate costs. We evaluate SG&A expense as a percentage of revenue because it gives us an indication of our operating efficiency. •Restructuring and related charges represent severance and benefit costs for workforce reductions, facilities-related costs and professional advisory fees. See Item 1, Note 10, Restructuring and Related Charges (Credits), for additional information about our restructuring plans. 34 Factors Affecting Our Performance Attracting and retaining local merchants and suppliers. As we focus on our local experiences marketplace, we depend on our ability to attract and retain merchants who are willing to offer their experiences on our platform. Merchants can withdraw their offerings from our marketplace at any time, and their willingness to continue offering services through our marketplace depends on the effectiveness of our marketplace offering. We are focused on improving our marketplace offering and merchant value proposition by exploring opportunities to better balance the needs of merchant partners, customers and Groupon. Acquiring and retaining customers. To acquire and retain customers to drive higher volumes on our platform from new and existing customers, we are focused on strengthening our product offerings, improving the attractiveness of our offerings, and enhancing the performance of our marketing campaigns. Impact of macroeconomic conditions. We have been, and may continue to be, impacted by adverse consequences of the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, tariff and other trade policies, labor shortages, supply chain challenges and changes in consumer and merchant behavior. Judicial and executive developments relating to U.S. tariff and trade policies may further increase uncertainty regarding the scope, implementation and potential future direction of such measures, and further changes could occur. In addition, recent and potential future changes to trade and tariff policies may introduce increased pricing volatility and overall uncertainty into our operations. To minimize the impact of macroeconomic conditions on our business, and to create value for our merchants and customers, we are focusing on building long-term relationships with local merchants to enhance our inventory selection, improving the customer experience through inventory curation and expanding convenience in order to drive customer demand and purchase frequency. 35 Results of Operations North America Operating Metrics North America segment gross billings and units for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Gross billings Local $ 290,649 $ 292,381 (0.6) % $ 551,292 $ 548,037 0.6 % Goods 5,147 8,380 (38.6) 10,138 17,001 (40.4) Travel 27,738 23,997 15.6 48,132 46,239 4.1 Total gross billings $ 323,534 $ 324,758 (0.4) $ 609,562 $ 611,277 (0.3) Units Local 5,656 6,018 (6.0) % 10,788 11,385 (5.2) % Goods 128 238 (46.2) 265 497 (46.7) Travel 105 89 18.0 181 178 1.7 Total units 5,889 6,345 (7.2) 11,234 12,060 (6.8) North America TTM active customers for the trailing twelve months ended June 30, 2026 and 2025 were as follows (in thousands): Trailing Twelve Months Ended June 30, 2026 2025 % Change TTM active customers 10,864 10,782 0.8 % Comparison of the Three Months Ended June 30, 2026 and 2025: North America gross billings and units decreased by $1.2 million and 0.5 million, while TTM active customers increased by 0.1 million for the three months ended June 30, 2026 compared with the prior year period. Within our Local category, gross billings decreased 0.6% year-over-year and unit volume declined, reflecting a decline in transaction volume that exceeded the effects of the growth in transaction value. From a supply perspective, softness in Health, Beauty & Wellness was partially offset by continued strength in our Things to Do offerings. Our Enterprise channel declined modestly year-over-year, with the pace of decline improving from the first quarter, while our Small Business merchant base was also slightly lower. From a demand perspective, managed channels declined, but improved following the transition to our new customer data platform, with the decline moderating from the first quarter and a return to growth in June. The decline was partially offset by growth in our organic and direct channels, while paid channels grew modestly. Gross billings in our Goods category declined, reflecting our continued de-emphasis of the category, which resulted in fewer unit sales year-over-year. In addition, growth in our Travel category was driven by our Tours offerings. Comparison of the Six Months Ended June 30, 2026 and 2025: North America gross billings and units decreased by $1.7 million and 0.8 million for the six months ended June 30, 2026 compared with the prior year period. Within our Local category, gross billings increased 0.6% year-over-year and unit volume declined, reflecting growth in transaction value that exceeded the effects of the decline in transaction volume. From a supply perspective, continued strength in our Things to Do offerings was partially offset by softness in Health, Beauty & Wellness and pressure from our Enterprise channel. From a demand perspective, growth in our paid and direct channels was partially offset by a decline in our managed channels, although the decline moderated in the second quarter. Organic was relatively flat, as declines in the first quarter were offset by a return to growth in the second quarter. Gross billings in our Goods category declined, reflecting 36 our continued de-emphasis of the category, which resulted in fewer unit sales year-over-year. In addition, growth in our Travel category was driven by our Tours offerings. Financial Metrics North America segment revenue, cost of revenue and gross profit for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Revenue Local $ 92,888 $ 94,486 (1.7) % $ 178,425 $ 180,428 (1.1) % Goods 863 1,168 (26.1) 1,757 2,680 (34.4) Travel 4,463 4,342 2.8 7,945 8,001 (0.7) Total revenue $ 98,214 $ 99,996 (1.8) $ 188,127 $ 191,109 (1.6) Cost of revenue Local $ 8,717 $ 7,919 10.1 % $ 16,164 $ 15,397 5.0 % Goods 107 159 (32.7) 205 357 (42.6) Travel 623 486 28.2 1,068 1,051 1.6 Total cost of revenue $ 9,447 $ 8,564 10.3 $ 17,437 $ 16,805 3.8 Gross profit Local $ 84,171 $ 86,567 (2.8) % $ 162,261 $ 165,031 (1.7) % Goods 756 1,009 (25.1) 1,552 2,323 (33.2) Travel 3,840 3,856 (0.4) 6,877 6,950 (1.1) Total gross profit $ 88,767 $ 91,432 (2.9) $ 170,690 $ 174,304 (2.1) % of Consolidated revenue 78.8 % 79.6 % 77.8 % 78.7 % % of Consolidated cost of revenue 83.7 75.9 77.7 75.8 % of Consolidated gross profit 78.3 79.9 77.8 79.0 Comparison of the Three Months Ended June 30, 2026 and 2025: North America revenue and gross profit decreased by $1.8 million and $2.7 million while cost of revenue increased by $0.9 million for the three months ended June 30, 2026 compared with the prior year period. Our Local revenue decreased 1.7%, consistent with the drivers of gross billings discussed above. The increase in cost of revenue is primarily due to higher credit card processing fees and an increase in amortization of internally-developed software relating to customer-facing applications that resulted from a transfer of assets between our reportable segments. The transfer did not have an impact on our consolidated results of operations, other than an immaterial effect on our income tax provision. Gross profit decreased due to the decrease in revenue and increase in cost of revenue. Comparison of the Six Months Ended June 30, 2026 and 2025: North America revenue and gross profit decreased by $3.0 million and $3.6 million, while cost of revenue increased by $0.6 million for the six months ended June 30, 2026 compared with the prior year period. Our Local revenue decreased by 1.1%, consistent with the drivers of gross billings discussed above. The increase in cost of revenue is primarily due to higher credit card processing fees, as well as increased connectivity partner fees. Gross profit decreased due to the decrease in revenue and increase in cost of revenue. 37 Marketing and Contribution Profit North America marketing and contribution profit for the three and six months ended June 30, 2026 and 2025 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Marketing $ 33,828 $ 33,160 2.0 % $ 60,749 $ 59,635 1.9 % % of Revenue 34.4 % 33.2 % 32.3 % 31.2 % Contribution profit $ 54,939 $ 58,272 (5.7) % $ 109,941 $ 114,669 (4.1) % Comparison of the Three Months Ended June 30, 2026 and 2025: North America marketing expense and marketing expense as a percentage of revenue increased for the three months ended June 30, 2026 compared with the prior year period, primarily driven by higher brand marketing spend and marketing technology costs, partially offset by a decline in paid marketing spend. Marketing expense as a percentage of revenue increased as marketing investment increased while revenue declined. North America contribution profit decreased for the three months ended June 30, 2026 compared with the prior year period, primarily due to lower gross profit and higher marketing investment. Comparison of the Six Months Ended June 30, 2026 and 2025: North America marketing expense and marketing expense as a percentage of revenue increased for the six months ended June 30, 2026 compared with the prior year period, primarily driven by higher brand marketing spend and marketing technology costs, partially offset by a decline in paid marketing spend. Marketing expense as a percentage of revenue increased as marketing investment increased while revenue declined. North America contribution profit decreased for the six months ended June 30, 2026 compared with the prior year period, primarily due to lower gross profit and higher marketing investment. International Operating Metrics International segment gross billings and units for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Gross billings Local $ 74,398 $ 72,997 1.9 % $ 152,526 $ 153,475 (0.6) % Goods 10,156 12,717 (20.1) 21,458 25,116 (14.6) Travel 5,661 6,225 (9.1) 12,749 13,305 (4.2) Total gross billings $ 90,215 $ 91,939 (1.9) $ 186,733 $ 191,896 (2.7) Units Local 2,380 2,450 (2.9) % 4,919 4,896 0.5 % Goods 210 287 (26.8) 437 623 (29.9) Travel 29 33 (12.1) 66 76 (13.2) Total units 2,619 2,770 (5.5) 5,422 5,595 (3.1) 38 International TTM active customers for the trailing twelve months ended June 30, 2026 and 2025 were as follows (in thousands): Trailing Twelve Months Ended June 30, 2026 2025 % Change TTM active customers 5,239 5,047 3.8 % Comparison of the Three Months Ended June 30, 2026 and 2025: International gross billings and units decreased by $1.7 million and 0.2 million, while TTM active customers increased by 0.2 million for the three months ended June 30, 2026 compared with the prior year period. Excluding Giftcloud, International Local gross billings grew 4.7% year-over-year, reflecting growth in transaction value partially offset by a decline in transaction volume. From a supply perspective, growth within International Local, excluding Giftcloud, was driven by an expansion of seasonally relevant supply concentrated in major international cities, led by our Health, Beauty & Wellness and Things to Do offerings. From a demand perspective, the continued deployment of our new consumer platform across International markets contributed to improved organic performance during the quarter. Gross billings in our Goods category declined, reflecting our continued de-emphasis of the category, which resulted in fewer unit sales year-over-year. In addition, there was a $2.3 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates. Comparison of the Six Months Ended June 30, 2026 and 2025: International gross billings decreased by $5.2 million while units decreased by 0.2 million for the six months ended June 30, 2026 compared with the prior year period. The decline in reported gross billings was primarily due to the divestiture of Giftcloud. Excluding Giftcloud, International Local gross billings increased 9.4% year-over-year, reflecting growth in both transaction volume and transaction value. From a supply perspective, growth within International Local, excluding Giftcloud, was driven by an expansion of seasonally relevant supply concentrated in major International cities, led by our Health, Beauty & Wellness and Things to Do offerings. From a demand perspective, the continued deployment of our new consumer platform across International markets contributed to improved organic performance during the quarter. Gross billings in our Goods category declined, reflecting our continued de-emphasis of the category, which resulted in fewer unit sales year-over-year. In addition, there was an $11.1 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates. 39 Financial Metrics International segment revenue, cost of revenue and gross profit for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Revenue Local $ 23,980 $ 22,195 8.0 % $ 48,577 $ 44,614 8.9 % Goods 1,437 2,262 (36.5) 3,021 4,525 (33.2) Travel 1,044 1,249 (16.4) 2,150 2,641 (18.6) Total revenue $ 26,461 $ 25,706 2.9 $ 53,748 $ 51,780 3.8 Cost of revenue Local $ 1,450 $ 2,149 (32.5) % $ 4,084 $ 4,243 (3.7) % Goods 256 400 (36.0) 560 764 (26.7) Travel 130 163 (20.2) 353 353 — Total cost of revenue $ 1,836 $ 2,712 (32.3) $ 4,997 $ 5,360 (6.8) Gross profit Local $ 22,530 $ 20,046 12.4 % $ 44,493 $ 40,371 10.2 % Goods 1,181 1,862 (36.6) 2,461 3,761 (34.6) Travel 914 1,086 (15.8) 1,797 2,288 (21.5) Total gross profit $ 24,625 $ 22,994 7.1 $ 48,751 $ 46,420 5.0 % of Consolidated revenue 21.2 % 20.4 % 22.2 % 21.3 % % of Consolidated cost of revenue 16.3 24.1 22.3 24.2 % of Consolidated gross profit 21.7 20.1 22.2 21.0 Comparison of the Three Months Ended June 30, 2026 and 2025 International revenue and gross profit increased by $0.8 million and $1.6 million while cost of revenue decreased by $0.9 million for the three months ended June 30, 2026 compared with the prior year period. Excluding Giftcloud, International Local revenue increased 8.5%, consistent with the drivers of gross billings discussed above. The decrease in cost of revenue was primarily due to lower amortization of internally-developed software relating to customer-facing applications that resulted from a transfer of assets between our reportable segments. The transfer did not have an impact on our consolidated results of operations, other than an immaterial effect on our income tax provision. Revenue and gross profit also had favorable impacts of $0.6 million and $0.5 million from year-over-year changes in foreign currency exchange rates. Comparison of the Six Months Ended June 30, 2026 and 2025: International revenue and gross profit increased by $2.0 million and $2.3 million, while cost of revenue decreased by $0.4 million compared with the prior year period. Excluding Giftcloud, International Local revenue increased 13.6%, consistent with the drivers of gross billings discussed above. The decrease in cost of revenue was primarily due to lower amortization of internally-developed software relating to customer-facing applications that resulted from a transfer of assets between our reportable segments, partially offset by Giftcloud charges in the current year that were intercompany transactions pre-divestiture in the prior year. The transfer did not have an impact on our consolidated results of operations, other than an immaterial effect on our income tax provision. Revenue and gross profit also had favorable impacts of $3.1 million and $2.7 million from year-over-year changes in foreign currency exchange rates. 40 Marketing and Contribution Profit International marketing and contribution profit for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Marketing $ 9,437 $ 8,239 14.5 % $ 18,849 $ 16,201 16.3 % % of Revenue 35.7 % 32.1 % 35.1 % 31.3 % Contribution profit $ 15,188 $ 14,755 2.9 % $ 29,902 $ 30,219 (1.0) % Comparison of the Three Months Ended June 30, 2026 and 2025: International marketing expense and marketing expense as a percentage of revenue increased for the three months ended June 30, 2026 compared with the prior year period, primarily due to a higher investment in paid channels to capitalize on expanded supply and demand opportunities. International contribution profit increased for the three months ended June 30, 2026 compared with the prior year period, primarily due to an increase in gross profit, partially offset by higher marketing investment. Comparison of the Six Months Ended June 30, 2026 and 2025: International marketing expense and marketing expense as a percentage of revenue increased for the six months ended June 30, 2026 compared with the prior year period, primarily due to a higher investment in paid channels to capitalize on expanded supply and demand opportunities. International contribution profit decreased for the six months ended June 30, 2026 compared with the prior year period, primarily due to higher marketing investment, partially offset by an increase in gross profit. Consolidated Operating Expenses Operating expenses for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Marketing $ 43,265 $ 41,399 4.5 % $ 79,598 $ 75,836 5.0 % Selling, general and administrative (1) 67,683 70,669 (4.2) 140,711 140,509 0.1 (Gain) on sale of business — (10,650) 100.0 — (10,650) 100.0 Restructuring and related charges (credits) 3,161 (46) NM 3,168 91 NM Total operating expenses $ 114,109 $ 101,372 12.6 $ 223,477 $ 205,786 8.6 % of Revenue: Marketing 34.7 % 32.9 % 32.9 % 31.2 % Selling, general and administrative 54.3 % 56.2 % 58.2 % 57.8 % (1)The three and six months ended June 30, 2026 includes $8.2 million and $19.9 million of stock-based compensation expense and $2.3 million and $4.6 million of depreciation and amortization expense. The three and six months ended June 30, 2025 includes $8.7 million and $16.4 million of stock-based compensation expense and $2.4 million and $5.8 million of depreciation and amortization expense. Comparison of the Three Months Ended June 30, 2026 and 2025: SG&A and SG&A as a percentage of revenue decreased for the three months ended June 30, 2026 compared with the prior year period, due to lower payroll related costs resulting from reduced headcount, including reductions from our 2026 Restructuring Plan, partially offset by employer paid payroll tax expense from the exercising of vested options. 41 Comparison of the Six Months Ended June 30, 2026 and 2025: SG&A and SG&A as a percentage of revenue remained relatively flat for the six months ended June 30, 2026 compared with the prior year period, due to higher stock-based compensation expense for new awards and employer paid payroll tax expense from the exercising of vested options, offset by lower payroll related costs resulting from reduced headcount, including from our 2026 Restructuring Plan. See Item 1, Note 10, Restructuring and Related Charges (Credits), for additional information regarding the 2026 Restructuring Plan and Item 1, Note 8, Stockholders' Equity (Deficit) and Compensation Arrangements, for additional information relating to the exercised vested options. Consolidated Other Income (Expense), Net Other income (expense), net includes interest expense, interest income, and foreign currency gains and losses, primarily resulting from intercompany balances with our subsidiaries that are denominated in foreign currencies. Other income (expense), net for the three and six months ended June 30, 2026 and 2025 was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Other income (expense), net $ (3,275) $ 18,466 $ (7,646) $ 26,037 Comparison of the Three Months Ended June 30, 2026 and 2025: The change in Other income (expense), net for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 is primarily related to a $22.5 million decrease in net foreign currency gains (losses) which primarily resulted from U.S. dollar-denominated intercompany balances with our foreign subsidiaries. The loss during the three months ended June 30, 2026 was primarily driven by the depreciation of the Euro against the U.S. dollar, as compared to the gain in the prior year period driven by the Euro appreciation against the U.S. dollar. In each of these periods, these intercompany balances represented U.S. dollar-denominated payables owed by our foreign subsidiaries, whose functional currency is not the U.S. dollar, to Groupon, Inc. Comparison of the Six Months Ended June 30, 2026 and 2025: The change in Other income (expense), net for the six months ended June 30, 2026 as compared with the prior year period is primarily related to a $35.5 million decrease in net foreign currency gains (losses) which primarily resulted from U.S. dollar-denominated intercompany balances with our foreign subsidiaries. The loss during the six months ended June 30, 2026 was primarily driven by the depreciation of the Euro against the U.S. dollar, as compared to the gain in the prior year period driven by the Euro appreciation against the U.S. dollar. In each of these periods, these intercompany balances represented U.S. dollar-denominated payables owed by our foreign subsidiaries, whose functional currency is not the U.S. dollar, to Groupon, Inc. Consolidated Provision (Benefit) for Income Taxes Provision (benefit) for income taxes for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Provision (benefit) for income taxes $ (2,536) $ 10,927 (123.2) % $ 2,363 $ 12,355 (80.9) % Effective tax rate 63.5 % 34.7 % (20.2) % 30.2 % Comparison of the Three and Six Months Ended June 30, 2026 and 2025: The effective tax rates for the three and six months ended June 30, 2026 and 2025 were impacted by pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets and by 42 benefits due to return-to-provision adjustments. The effective tax rate for the three and six months ended June 30, 2026 was further impacted by additional tax expense resulting from the signing of an advance pricing agreement with international tax authorities during the first quarter, and an increase in the Company's liability related to unremitted foreign earnings, partially offset by benefits due to tax refunds received. For the three and six months ended June 30, 2026 and 2025, we continue to maintain a full valuation allowance against all U.S. federal and state deferred tax assets. We expect that our consolidated effective tax rate in future periods may continue to differ significantly from the U.S. federal income tax rate as a result of our tax obligations in jurisdictions with profits and valuation allowances in jurisdictions with losses. See Item 1, Note 11, Income Taxes, for additional information relating to tax audits and assessments and regulatory and legal developments that may impact our business and results of operations in the future. 43 Non-GAAP Financial Measures In addition to financial results reported in accordance with GAAP, we have provided the following non-GAAP financial measures: Adjusted EBITDA, free cash flow and foreign currency exchange rate neutral operating results. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding our current financial performance and prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, these non-GAAP financial measures are not intended to be a substitute for those reported in accordance with GAAP. Adjusted EBITDA. Adjusted EBITDA is a non-GAAP performance measure that we define as Income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation and other special charges and credits, including items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board to evaluate operating performance, generate future operating plans and make strategic decisions. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board. However, Adjusted EBITDA is not intended to be a substitute for Income (loss) from continuing operations. We exclude stock-based compensation expense and depreciation and amortization because they are primarily non-cash in nature and we believe that non-GAAP financial measures excluding those items provide meaningful supplemental information about our operating performance and liquidity. For the three and six months ended June 30, 2026 and 2025, special charges and credits included charges related to our 2026 Restructuring Plan, Italy Restructuring Plan, 2022 Restructuring Plan, 2020 Restructuring Plan, and the (gain) on sale of business. We exclude special charges and credits from Adjusted EBITDA because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons with our historical results. The following is a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, Income (loss) from continuing operations, for the three and six months ended June 30, 2026 and 2025 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Income (loss) from continuing operations $ (1,456) $ 20,593 $ (14,045) $ 28,620 Adjustments: Stock-based compensation 8,330 8,782 20,241 16,476 Depreciation and amortization 4,060 4,423 8,251 10,034 Restructuring and related charges (credits) 3,161 (46) 3,168 91 (Gain) on sale of business (1) — (10,650) — (10,650) Other (income) expense, net (2) 3,275 (18,466) 7,646 (26,037) Provision (benefit) for income taxes (2,536) 10,927 2,363 12,355 Total adjustments 16,290 (5,030) 41,669 2,269 Adjusted EBITDA $ 14,834 $ 15,563 $ 27,624 $ 30,889 (1)The three and six months ended June 30, 2025 includes $10.7 million of pre-tax gains related to the sale of Giftcloud, a non-core, UK-based business. See Item 1, Note 2, Business Dispositions, for additional information. (2)Other (income) expense, net, includes interest income, interest expense, and foreign currency (gains)/losses. See Item 1, Note 5, Supplemental Condensed Consolidated Balance Sheets and Statements of Operations Information, for additional information. 44 Free cash flow. Free cash flow is a non-GAAP liquidity measure that comprises Net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software. We use free cash flow to conduct and evaluate our business because, although it is similar to Net cash provided by (used in) operating activities from continuing operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in our cash balance for the applicable period. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. We believe it is important to view free cash flow as a complement to our Condensed Consolidated Statements of Cash Flows. For a reconciliation of free cash flow to the most comparable GAAP financial measure, see Liquidity and Capital Resources below. Foreign currency exchange rate neutral operating results. Foreign currency exchange rate neutral operating results show current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior year period. Those measures are intended to facilitate comparisons to our historical performance. The following table represents the effect on our Condensed Consolidated Statements of Operations from changes in exchange rates versus the U.S. dollar for the three and six months ended June 30, 2026 (in thousands): Three Months Ended June 30, 2026 At Avg. Q2 2025 Rates (1) Exchange Rate Effect (2) As Reported Gross billings $ 411,484 $ 2,265 $ 413,749 Revenue 124,057 618 124,675 Cost of revenue 11,208 75 11,283 Gross profit 112,849 543 113,392 Marketing 43,043 222 43,265 Selling, general and administrative 66,790 893 67,683 Restructuring and related charges (credits) 3,189 (28) 3,161 Income (loss) from operations (173) (544) (717) Six Months Ended June 30, 2026 At Avg. Q2 2025 Rates (1) Exchange Rate Effect (2) As Reported Gross billings $ 785,159 $ 11,136 $ 796,295 Revenue 238,802 3,073 241,875 Cost of revenue 22,071 363 22,434 Gross profit 216,731 2,710 219,441 Marketing 78,422 1,176 79,598 Selling, general and administrative 137,332 3,379 140,711 Restructuring and related charges (credits) 3,195 (27) 3,168 Income (loss) from operations (2,218) (1,818) (4,036) (1) Represents the financial statement balances that would have resulted had exchange rates in the reporting period been the same as those in effect in the prior year period. (2) Represents the increase or decrease in the reported amount resulting from changes in exchange rates from those in effect in the prior year period. Liquidity and Capital Resources Our principal source of liquidity is our cash balance totaling $226.3 million as of June 30, 2026. The Company’s cash requirements are subject to change as business conditions warrant and opportunities arise. We 45 believe that the Company has sufficient liquidity to support its overall ongoing operational needs within the next 12 months, including the repayment of the 2027 Notes upon maturity on March 15, 2027. Our net cash flows from operating, investing and financing activities from continuing operations for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Cash provided by (used in): Operating activities $ 18,127 $ 28,419 $ 8,169 $ 28,397 Investing activities (3,105) 10,761 (6,664) 7,024 Financing activities (13,827) (2,684) (69,496) (3,138) Free cash flow is a non-GAAP liquidity measure that comprises net cash provided by operating activities, less purchases of property and equipment and capitalized software. Our free cash flow for the three and six months ended June 30, 2026 and 2025 and a reconciliation to the most comparable GAAP financial measure, Net cash provided by (used in) operating activities from continuing operations, for those periods were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net cash provided by (used in) operating activities from continuing operations $ 18,127 $ 28,419 $ 8,169 $ 28,397 Purchases of property and equipment and capitalized software from continuing operations (3,105) (3,230) (6,664) (6,967) Free cash flow $ 15,022 $ 25,189 $ 1,505 $ 21,430 Our revenue-generating transactions are primarily structured such that we collect cash up-front from customers and pay third-party merchants at a later date, either based upon the customer's redemption of the related voucher or fixed payment terms, which are generally weekly, throughout the term of the merchant's offering. Our cash balances fluctuate significantly throughout the year based on many variables, including changes in gross billings and the timing of payments to merchants and suppliers. Net cash provided by (used in) operating activities For the six months ended June 30, 2026, our net cash provided by operating activities from continuing operations was $8.2 million as compared with net cash provided by operating activities from continuing operations of $28.4 million in the prior period. The decrease in cash provided by operating activities is primarily attributed to a $33.3 million decrease in accrued merchant and supplier payables during the six months ended June 30, 2026, compared with a $1.1 million increase in the prior year period. The year-over-year change was driven by strategic supplier payments made in late 2024, which resulted in comparatively lower accrued merchant and supplier payable balances entering the first quarter of 2025, as compared with higher accumulated balances entering the current year. The current year decrease reflects the paydown of those higher balances in the ordinary course of regular payment cycles. The decrease in cash provided by operating activities also includes a $3.3 million increase in cash paid for interest on the 2030 Notes during the six months ended June 30, 2026, with no interest payable or due on the 2030 Notes in the prior year period. See Note 6, Financing Arrangements, for more information. This decrease was partially offset by a $6.7 million reduction in cash paid for income taxes, primarily attributable to provisional payments related to the Italy tax matters made during the prior year period, with no such payments made in the current year period. Net cash provided by (used in) investing activities For the six months ended June 30, 2026, our net cash used in investing activities from continuing operations was $6.7 million as compared with net cash provided by investing activities from continuing operations of $7.0 million in the prior period. The net cash used in investing activities for the six months ended June 30, 2026 relates to purchases of property and equipment and capitalized software. The net cash provided by investing 46 activities in the prior period primarily relates to the proceeds earned on the sale of Giftcloud, partially offset by purchases of property and equipment and capitalized software. Net cash provided by (used in) financing activities For the six months ended June 30, 2026, our net cash used in financing activities from continuing operations was $69.5 million as compared with net cash used in financing activities from continuing operations of $3.1 million in the prior period. The year-over-year change from financing activities is primarily due to a $33.7 million payment to repay the remaining aggregate principal amount of the 2026 Notes upon their scheduled maturity and $31.4 million related to repurchases of Common Stock under our share repurchase program. See Item 1, Note 6, Financing Arrangements, for additional information regarding the payment of our 2026 Notes and Item 1, Note 8, Stockholders' Equity (Deficit) and Compensation Arrangements, for additional information regarding our Common Stock repurchases. Matters related to the Letters of Credit In February 2024, we prepaid the Payoff Amount to terminate all commitments to extend further credit under the Credit Agreement. The payment of the Payoff Amount terminated our obligations under the Credit Agreement, except for ordinary and customary survival terms. Following the termination, we retained access to letters of credit originally available under the Credit Agreement, pursuant to our Cash Collateral Agreement. See Item 1, Note 6, Financing Arrangements, for additional information regarding the Cash Collateral Agreement. Matters related to the Notes In 2021, we issued the 2026 Notes in the principal amount of $230.0 million. The Company repaid the remaining $33.7 million aggregate principal and all accrued interest on its 2026 Notes upon maturity on March 15, 2026. The 2026 Notes bore interest at a rate of 1.125% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, with an annual effective interest rate of 1.83%. In November 2024, we issued $197.3 million aggregate principal amount of 2027 Notes. The 2027 Notes bear interest at a rate of 6.25% per annum, payable semi-annually March 15 and September 15 of each year, and will mature March 15, 2027, subject to earlier repurchase or conversion. In July 2025, the Company issued $244.1 million aggregate principal amount of the 2030 Notes, consisting of (i) $20.0 million aggregate principal amount of 2030 Notes issued in exchange for $20.0 million aggregate principal amount of the Company’s outstanding 2026 Notes and (ii) $224.1 million aggregate principal amount of 2030 Notes issued in exchange for $150.0 million aggregate principal amount of the Company’s outstanding 2027 Notes with 2030 Notes Offering Participants. The 2030 Notes are senior, unsecured obligations of the Company and accrue interest at a rate of 4.875% per annum, payable semi-annually in arrears on each June 30 and December 30, commencing December 30, 2025, and will mature on June 30, 2030, unless earlier converted, redeemed or repurchased. See Item 1, Note 6, Financing Arrangements, for additional information regarding the 2026 Notes, 2027 Notes and 2030 Notes. Other Liquidity and Capital Resource matters As of June 30, 2026, we had $81.3 million in cash held by our international subsidiaries, which is primarily denominated in British Pounds Sterling, Euros, Indian Rupees and Australian dollars. In general, it is our practice and intention to re-invest the earnings of our non-U.S. subsidiaries in those operations or remit such earnings in a tax-efficient manner. We have not, nor do we currently anticipate the need to, repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business. 47 Contractual Obligations and Commitments Our contractual obligations and commitments as of June 30, 2026 did not materially change from the amounts set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, except as disclosed in Item 1, Note 7, Commitments and Contingencies. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of June 30, 2026. Significant Accounting Policies and Critical Accounting Estimates The preparation of Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and related disclosure of contingent liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. Our significant accounting policies are discussed in Part II, Item 8, Note 2, Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, refer to the critical accounting estimates under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. 48