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 months ended March 31, 2026, we repurchased 1.94 million shares for an aggregate purchase price of $21.3 million (including fees and commissions) under our repurchase program. As of March 31, 2026, up to $223.7 million of Common Stock remained available for purchase under our program.

In April 2026 and through the date of this report, we repurchased an additional 859,860 shares for an aggregate purchase price of $10.1 million (including fees and commissions) under our repurchase 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.

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 March 31, 2026, 4,260,982 shares of Common Stock were available for future issuance under the 2011 Plan.


	RSUs	Weighted-Average Grant Date Fair Value (per unit)
Unvested at December 31, 2025	555,564	$	17.36
Granted	4,264	12.40
Vested	(31,279)	26.43
Forfeited	(5,865)	11.66
Unvested at March 31, 2026	522,684	$	16.84

As of March 31, 2026, $4.7 million of unrecognized compensation costs related to unvested RSUs are expected to be recognized over a remaining weighted-average period of 0.96 years.

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. As of March 31, 2026, no additional options were exercised after December 31, 2025, and the remaining options continue to be exercisable through approximately June 15, 2026. 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:


	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


Outstanding at March 31, 2026	3,062,500	6.00		0.00	18,069
Exercisable at March 31, 2026	3,062,500	$	6.00	0.00	$	18,069

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. Upon exercise, the Company may also recognize a liability in the Condensed 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, Dusan Senkypl, entered into an amendment to his Stock Option Agreement 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.

We grant PSU awards to our executive and upper management teams under our 2024 Executive PSU and 2025 PSU programs. These programs require certain stock price hurdles, based on a 90 day consecutive calendar day volume-weighted average stock price, and certain service conditions to be satisfied before the shares will vest.


	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. No stock price hurdles under the 2025 PSU program have been achieved as of March 31, 2026.


	2024 Executive PSUs		2025 PSUs (1)
	Units	Wtd. Avg. Grant Date FV	Units	Wtd. Avg. Grant Date FV
Unvested at December 31, 2025	2,590,355	14.00	1,730,068	24.14
Granted	—	—	457,354	9.91
Vested	—	—	(23,721)	30.75
Forfeited	—	—	—	—
Unvested at March 31, 2026	2,590,355	14.00	2,163,701	21.06

(1) Relates to vesting upon certification by the Compensation Committee that certain service and performance conditions were satisfied during the three months ended March 31, 2026 under specified terms provided for under the grant agreements for our CEO, Dusan Senkypl, and COO, Jiri Ponrt.

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


	2024 Executive PSUs				2025 PSUs
Grant Date	June 12, 2024		October 14, 2024		May 20, 2025 (1)		January 29, 2026

Dividend Yield	0.00	%	0.00	%	0.00	%	0.00	%
Risk-free interest rate	4.46	%	3.86	%	3.91	%	3.52	%
Expected volatility	95.73	%	98.70	%	98.88	%	85.81	%
Requisite service period (in years)	2.88		2.54		2.95		2.25

(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.

As of March 31, 2026, we had unrecognized compensation costs related to unvested 2025 PSUs and 2024 Executive PSUs of $21.0 million and $6.1 million, respectively. The cost is expected to be recognized over a remaining weighted-average period of 1.52 years and 0.98 years related to 2025 PSUs and 2024 Executive PSUs, respectively.

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 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 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 March 31, 2026, the achievement of these benchmarks was deemed not probable based on forecasted results through the end of 2027. Therefore, no stock-based compensation expense was recognized through March 31, 2026.