SANTA BARBARA, Calif., Sept. 21, 2026 (GLOBE NEWSWIRE) -- Groupon, Inc. (NASDAQ:GRPN) shareholder Nick Nemeth today publicly called on the Board and management to accelerate share repurchases, adopt a $120 million operating cash-balance goal and establish a Rule 10b5-1 plan that can continue buying through routine earnings blackouts.

"Dušan, Rana and the team have earned our confidence by cutting costs, restoring annual growth and rebuilding Groupon," said Nemeth, publisher of Mispriced Assets. "We are asking the Board to bring the same urgency to capital allocation. If management delivers the improvement it sees ahead, waiting could mean retiring fewer shares with the same buyback dollars."

Groupon returned to annual revenue and billings growth in 2025 for the first time in a decade: billings rose 7%, North America Local grew 14%, SG&A fell approximately $22 million and headcount declined 17%. Its 2026 restructuring targets another $20 million to $25 million in annualized payroll savings, partly reinvested in growth. 2025 results, 2026 update.

On the Mispriced Assets podcast, CFO Rana Kashyap called the rebuild "a complete gut." Groupon is concentrating resources behind its strongest people, hiring talent from Uber, Klarna and DoorDash, and equipping teams with Foundry, its data and AI platform. Podcast.

Management is advancing priorities in Nemeth’s shareholder letter on X: platform modernization, personalization, customer service, AI distribution and shareholder engagement. Groupon’s deals are now live in ChatGPT and Claude, with tools for developers and creators announced. Operating update, AI announcement.

Management expects second-half growth to accelerate. Better retention could amplify the result: repeat purchases carry higher margins, while more transactions absorb existing fixed costs.

"One extra annual purchase per active customer could support over $100 million in incremental annual adjusted EBITDA in our illustrative model, assuming stable order economics and limited additional overhead," Nemeth said. "We see a credible path to beating consensus over the next six quarters if retention improves. Repurchasing meaningfully undervalued shares now gives continuing shareholders more of that potential upside."

The capital supports action:

$226 million of reported cash: approximately $106 million above Nemeth’s proposed $120 million goal, or $59 million after separately reserving for March 2027 notes, before seasonal changes and other commitments. June 30 balance sheet.
Approximately $68 million of second-half 2026 free cash flow implied by analyst estimates; $112 million in 2027, the three-analyst average. Mr. Nemeth believes these estimates are materially too low. These are analyst estimates, not company guidance. Estimates.
Potential gross SumUp proceeds of $180 million or more within 12 months, in Nemeth’s estimate. No sale has been announced; timing, valuation, taxes and costs remain uncertain.

Management identifies September as a seasonal cash low and year-end as the high. Nemeth argues that excess cash is already a drag on per-share value, and waiting through December’s seasonal buildup increases the opportunity cost. Cash cycle.

Using 40.7 million shares outstanding on August 4 and the September 18 close of $19.08, Groupon’s equity value is approximately $776 million. Adding $291 million of note principal and subtracting $226 million of June cash and Nemeth’s $180 million SumUp valuation yields $661 million of operating enterprise value after subtracting SumUp—just 6.4 times 2027 consensus EBITDA of $102.6 million. This illustration excludes future free cash flow, SumUp sale taxes and costs, and future equity issuance. Price, balance sheet and shares, consensus.

At $20 per share, the $106 million of reported cash above the proposed goal, $180 million from SumUp and $68 million of estimated second-half free cash flow together represent 17.7 million shares. Reserving $47 million for the March debt maturity still leaves 15.4 million shares—approximately 38% of reported shares outstanding. Including 2027 consensus free cash flow lifts the illustration through year-end 2027 to 21 million shares, or 52%, before taxes, transaction costs, future issuance and other cash needs.

"Repurchases on that scale would be unlikely to clear at an unchanged $20," Nemeth said. "That arithmetic captures why I believe Groupon is materially undervalued—and why buying aggressively now can magnify the turnaround for continuing shareholders."

Nemeth supports continued investment in talent, AI and growth, with operating needs and debt obligations funded. He urges the Board to put excess capital to work under the existing authorization, which had approximately $214 million remaining at June 30, through a Rule 10b5-1 plan targeting daily purchases of at least 5% of trailing four-week average daily trading volume, with predetermined price and liquidity limits. He asks management to outline its execution plan at the next earnings update and report net share-count reduction after equity compensation.

"The operating leverage is clear. Now it is time to lever the outcome," Nemeth concluded. "We believe an accelerated buyback serves all shareholders. Thank you to Dušan, Rana and the Groupon team for your engagement with Mispriced Assets. This is the next step."

About Nick Nemeth

Nick Nemeth publishes Mispriced Assets, an independent investment research publication of Wyandanch Consulting LLC.

Media contact: Nick Nemeth — nick@wyandanch.consulting

Disclosure: As of September 20, 2026, Nick Nemeth holds a position representing 78,200 Groupon shares and share equivalents, plus additional call options. He also holds long and short put positions; the share-equivalent count is not net or delta-adjusted exposure. Positions may change. This release expresses his views; forecasts and illustrative scenarios are not guarantees. It is not investment advice or a solicitation of any proxy, vote or consent.