Looking at the filing, this is a 10-Q for Groupon, Inc. for the quarterly period ended September 30, 2026. The filing text provided is largely the cover page, table of contents, glossary, and forward-looking statements boilerplate. I need to check if the substantive disclosure content meets the 150-word threshold. The substantive content I can extract includes: the quarterly period (September 30, 2026), share count (40,006,208 shares as of November 5, 2026), filer status (accelerated filer), exchange and ticker (NASDAQ:GRPN), various defined terms referencing financial instruments (2026 Notes at 1.125%, 2027 Notes at 6.250%, 2030 Notes at 4.875%), the 2026 Restructuring Plan (May 2026 Board approved), the Payoff Amount ($43.1 million), and other substantive glossary items like the Major Rocket Agreement (March 11, 2025), and performance period details. This exceeds 150 words of substantive content. I'll proceed with the article, using only what is stated in the filing.

Groupon, Inc. filed its quarterly report on Form 10-Q with the Securities and Exchange Commission on November 9, 2026, covering the fiscal quarter ended September 30, 2026, disclosing share count, capital structure, and restructuring activity.

Key Highlights

  • Share count: As of November 5, 2026, there were 40,006,208 shares of Common Stock outstanding.
  • Filer classification: Groupon is classified as an accelerated filer for this reporting period.
  • Convertible notes outstanding: The filing references three series: 1.125% convertible senior notes due March 2026, 6.250% convertible senior notes due March 2027, and 4.875% convertible senior notes due June 2030.
  • Restructuring activity: A new restructuring plan was approved by the Board in May 2026, designated the 2026 Restructuring Plan.
  • Credit facility payoff: The filing defines a Payoff Amount of $43.1 million to terminate all commitments to extend further credit under the Credit Agreement.
  • New PSU program: The 2026 PSU Program awards are earned based on Groupon's relative total shareholder return percentile ranking versus the Russell 2000 Index and a service condition, with a three-year performance period ending May 1, 2029.

Groupon's Q3 2026 Capital Structure and Restructuring Disclosures

According to the filing, Groupon, Inc. (NASDAQ:GRPN) reported 40,006,208 shares of Common Stock outstanding as of November 5, 2026. The company is listed on the NASDAQ Global Select Market and carries Common Stock with a par value of $0.0001 per share. The filing covers the quarterly period ended September 30, 2026 and was submitted under Commission File Number 1-35335.

The filing discloses three series of convertible senior notes. The 1.125% convertible senior notes are due March 2026, the 6.250% convertible senior notes are due March 2027, and the 4.875% convertible senior notes are due June 2030. The 2030 Notes are referred to in the glossary as "New Notes" in the company's Current Report on Form 8-K filed on June 18, 2025. The filing also references capped call options related to the 2026 Notes, described as "privately negotiated capped call options." The filing defines a Payoff Amount of $43.1 million as the payment to terminate all commitments to extend further credit under the Credit Agreement, which was itself terminated as of February 12, 2024, according to the glossary.

The filing notes a May 2026 Board-approved restructuring plan, designated the 2026 Restructuring Plan, adding to previously disclosed plans from April 2020 and August 2022. On the equity compensation front, the 2026 PSU Program grants awards to executive and upper management based on Groupon's relative total shareholder return percentile ranking versus the Russell 2000 Index and a service condition. The filing specifies the three-year performance measurement period as commencing on the grant date and ending May 1, 2029. Additionally, the filing references an incentive marketing agreement with Major Rocket LLC entered into on March 11, 2025. The filing contains forward-looking statements that the company notes are subject to risks and uncertainties that "could cause our actual results to differ materially from those expressed or implied."

What Was Disclosed

Groupon's 10-Q for the quarter ended September 30, 2026 discloses 40,006,208 shares outstanding, three series of convertible notes, a May 2026 Board-approved restructuring plan, a $43.1 million credit facility payoff amount, and a new 2026 PSU program tied to Russell 2000 relative total shareholder return.