Groupon, Inc.

Previous wording

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.

Current wording

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 impact of this initiative on our key operating and financial metrics is not yet determinable, and we expect Foundry to influence how we operate over the remainder of 2026 and in future periods. In the third quarter of 2026, we launched FoundryAI, an internal platform that gives our teams access to company data and a shared catalog of AI tools, and moved the majority of our employees onto it.

Previous wording

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.

Current wording

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 restructuring actions, were approved by the Board 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, including headcount reductions through natural attrition, elective decisions to eliminate vacant positions rather than rehire and other actions. The Company expects any such actions to be completed by the end of 2027.

Previous wording

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.

Current wording

In May 2026, the Board approved the 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 having occurred 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 $10.0 million. Substantially all of the remaining pre-tax charges are expected to be paid in cash and relate to employee severance compensation and benefits, with an immaterial amount of charges related to other exit costs.

Previous wording

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.

Current wording

The payroll actions under the 2026 Restructuring Plan are estimated to result in $20.0 million to $25.0 million in annualized cost savings. The Company expects to realize up to $10.0 million of gross savings in 2026 with all of these savings reinvested into marketing, AI infrastructure, and talent density. See Item 1, Note 10, Restructuring and Related Charges (Credits), for more information regarding the 2026 Restructuring Plan.

Previous wording

•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.

Current wording

•Contribution profit measures the amount of marketing investment needed to generate revenue and is defined as net revenue less cost of revenue and marketing expense.

Previous wording

The following table presents the above financial metrics for the three and six months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table presents the above financial metrics for the three and nine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

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.

Current wording

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, including expanding our Things to Do offerings and rebuilding our North America Local supply.

Previous wording

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.

Current wording

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 quality of the experiences on our marketplace, encouraging repeat purchases through our app, managed channels and personalization, and enhancing the performance of our marketing campaigns.

Previous wording

North America segment gross billings and units for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Current wording

North America segment gross billings and units for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

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 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.

Current wording

North America gross billings increased by $17.9 million and units decreased by 1.1 million for the nine months ended September 30, 2026 compared with the prior year period. Within our Local category, gross billings increased 1.9% year-over-year, as higher transaction value more than offset a decline in unit volume. Transaction value increased as customers purchased higher-value offerings, driven by our Things to Do offerings, including growth in our Enterprise channel in the third quarter, while unit volume declined as customers purchased less frequently. From a supply perspective, continued strength in our Things to Do offerings and growth in our Enterprise channel, driven by an acceleration in the third quarter, were limited by softness in Health, Beauty & Wellness. From a demand perspective, growth in our paid, direct, and organic channels was partially offset by a decline in our managed channels and other non-paid channels, although managed channels turned positive in the third quarter. Growth in our Travel category reflects improvements to our hotel and resort offerings and growth in our Tours offerings. In addition, gross billings in our Goods category decreased, reflecting our continued de-emphasis of the category, which resulted in fewer unit sales year-over-year.

Previous wording

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):

Current wording

North America segment revenue, cost of revenue and gross profit for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

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.

Current wording

North America revenue and cost of revenue increased by $1.1 million and $2.1 million, while gross profit decreased by $1.0 million for the three months ended September 30, 2026 compared with the prior year period. Our Local revenue increased 0.4%, lagging the rate of growth in gross billings, as a result of lower deal margins, due in part to growth in our Things to Do offerings, which have lower deal margins, and other factors. Cost of revenue increased primarily due to an increase in amortization of internally-developed software relating to customer-facing applications that resulted from a transfer of assets between our reportable segments and higher credit card processing fees. 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 as the increase in cost of revenue outweighed the increase in revenue.

Previous wording

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.

Current wording

North America revenue and gross profit decreased by $1.9 million and $4.6 million, while cost of revenue increased by $2.7 million for the nine months ended September 30, 2026 compared with the prior year period. Our Local revenue decreased 0.6%, lagging the rate of growth in gross billings, as a result of lower deal margins, due in part to growth in our Things to Do offerings, which have lower deal margins. The increased cost of revenue is primarily due to higher credit card processing fees, an increase in amortization of internally-developed software relating to customer-facing applications that resulted from a transfer of assets between our reportable segments, as well as increased connectivity partner fees. 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 increased cost of revenue and decreased revenue.

Previous wording

North America marketing and contribution profit for the three and six months ended June 30, 2026 and 2025 was as follows (in thousands):

Current wording

North America marketing and contribution profit for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

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.

Current wording

North America marketing expense and marketing expense as a percentage of revenue increased for the three months ended September 30, 2026 compared with the prior year period, primarily driven by higher investment in paid channels to acquire new customers, higher marketing technology costs and higher brand marketing spend. Marketing expense as a percentage of revenue increased as revenue growth did not keep pace with our marketing investment, and the additional spend did not deliver the returns we expected.

Previous wording

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.

Current wording

North America contribution profit decreased for the three months ended September 30, 2026 compared with the prior year period, primarily due to an increase in marketing expense.

Previous wording

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.

Current wording

North America marketing expense and marketing expense as a percentage of revenue increased for the nine months ended September 30, 2026 compared with the prior year period, primarily driven by higher investment in paid channels to acquire new customers, higher marketing technology costs and higher brand marketing spend. Marketing expense as a percentage of revenue increased as marketing investment increased while revenue decreased, and the additional spend did not deliver the returns we expected.

Previous wording

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.

Current wording

North America contribution profit decreased for the nine months ended September 30, 2026 compared with the prior year period, primarily due to higher marketing investment and lower gross profit.

Previous wording

International segment gross billings and units for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Current wording

International segment gross billings and units for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

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.

Current wording

International gross billings increased by $3.4 million, while units and TTM active customers increased by 0.1 million and 0.2 million respectively for the three months ended September 30, 2026 compared with the prior year period. International Local gross billings grew 10.7% year-over-year, reflecting growth in both transaction volume and transaction value. International Local gross billings growth was partially offset by higher refunds. From a supply perspective, growth within International Local 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, growth was led by our paid channels, while our new consumer platform, now deployed across International markets, contributed to double digit year-over-year growth in our organic channel. Gross billings in our Travel category decreased, reflecting lower hotel bookings. Gross billings in our Goods category decreased, reflecting our continued de-emphasis of the category, which resulted in fewer unit sales year-over-year. In addition, there was a $0.7 million unfavorable impact on gross billings from year-over-year changes in foreign currency exchange rates.

Previous wording

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.

Current wording

International gross billings and units decreased by $1.8 million and 0.1 million respectively for the nine months ended September 30, 2026 compared with the prior year period. Reported gross billings decreased primarily due to the divestiture of Giftcloud. Excluding Giftcloud, International Local gross billings increased 9.9% year-over-year, reflecting growth in both transaction volume and transaction value. From a supply perspective, growth within International Local 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, growth was led by our paid channels, while the deployment of our new consumer platform across International markets contributed to two straight quarters of double digit growth in our organic channel. Gross billings in our Travel category decreased, reflecting lower hotel bookings. Gross billings in our Goods category decreased, reflecting our continued de-emphasis of the category, which resulted in fewer unit sales year-over-year. In addition, there was a $10.4 million favorable impact on gross billings from year-over-year changes in foreign currency exchange rates.

Previous wording

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):

Current wording

International segment revenue, cost of revenue and gross profit for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

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.

Current wording

International revenue and gross profit increased by $1.5 million and $2.5 million while cost of revenue decreased by $1.0 million for the three months ended September 30, 2026 compared with the prior year period. International Local revenue increased 11.6%, consistent with the drivers of gross billings discussed above. Cost of revenue decreased 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 unfavorable impacts of $0.2 million and $0.2 million from year-over-year changes in foreign currency exchange rates.

Previous wording

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.

Current wording

International revenue and gross profit increased by $3.5 million and $4.9 million, while cost of revenue decreased by $1.4 million compared with the prior year period. Excluding Giftcloud, International Local revenue increased 12.9%, consistent with the drivers of gross billings discussed above. Cost of revenue decreased 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 $2.9 million and $2.5 million from year-over-year changes in foreign currency exchange rates.

Previous wording

International marketing and contribution profit for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Current wording

International marketing and contribution profit for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

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.

Current wording

International marketing expense and marketing expense as a percentage of revenue increased for the nine months ended September 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.

Previous wording

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.

Current wording

International contribution profit increased for the nine months ended September 30, 2026 compared with the prior year period, primarily due to an increase in gross profit, partially offset by higher marketing investment.

Previous wording

Operating expenses for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Current wording

Operating expenses for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

(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.

Current wording

(1)The three and nine months ended September 30, 2026 includes $3.7 million and $23.6 million of stock-based compensation expense and $2.1 million and $6.7 million of depreciation and amortization expense. The three and nine months ended September 30, 2025 includes $10.9 million and $27.3 million of stock-based compensation expense and $2.4 million and $8.2 million of depreciation and amortization expense.

Previous wording

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.

Current wording

SG&A and SG&A as a percentage of revenue decreased for the three months ended September 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 and lower stock-based compensation and bonus expenses, partially offset by higher technology expenses, as the three months ended September 30, 2025 benefited from the usage of non-recurring indirect tax credits.

Previous wording

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.

Current wording

SG&A and SG&A as a percentage of revenue decreased for the nine months ended September 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 and lower stock-based compensation and bonus expenses, partially offset by employer paid payroll tax expense from the exercising of vested options and higher technology expenses, as the nine months ended September 30, 2025 benefited from the usage of non-recurring indirect tax credits.

Previous wording

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.

Current wording

The change in Other income (expense), net for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 is primarily related to a $2.8 million decrease in net foreign currency gains (losses) which primarily resulted from U.S. dollar-denominated intercompany balances with our foreign subsidiaries. The gain during the three months ended September 30, 2026 was minimal as the Euro was relatively flat 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.

Previous wording

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.

Current wording

The change in Other income (expense), net for the nine months ended September 30, 2026 as compared with the prior year period is primarily related to a $38.3 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 nine months ended September 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.

Previous wording

Provision (benefit) for income taxes for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Current wording

Provision (benefit) for income taxes for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025:

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 and 2025:

Previous wording

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 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.

Current wording

The effective tax rates for the three and nine months ended September 30, 2026 and 2025 were impacted by pretax losses incurred in jurisdictions that have valuation allowances against their net deferred tax assets. The effective tax rate for the nine months ended September 30, 2026 was further impacted by benefits due to return-to-provision adjustments and tax refunds received, partially offset by additional tax expense resulting from the signing of an advance pricing agreement with international tax authorities during the quarter ended March 31, 2026 and an increase in the Company's liability related to unremitted foreign earnings. For the three and nine months ended September 30, 2025, the effective tax rate was further impacted by U.S. pretax losses due to a loss on extinguishment of debt and the foreign income tax expense recognized for the Italy 2012 and Italy 2017 Assessments, partially offset by a benefit resulting from the enactment of the OBBB Act, primarily due to the elimination of the requirement to capitalize and amortize U.S.-based R&D expenditures. For the three and nine months ended September 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.

Previous wording

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.

Current wording

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 nine months ended September 30, 2026 and 2025, special charges and credits included charges related to our 2026 Restructuring Plan, 2022 Restructuring Plan, 2020 Restructuring Plan, loss on extinguishment of debt 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.

Previous wording

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):

Current wording

The following is a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, Income (loss) from continuing operations, for the three and nine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

(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.

Current wording

(1)The nine months ended September 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.

Previous wording

(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.

Current wording

(2)Other (income) expense, net, for the three and nine months ended September 30, 2026 and 2025 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.