Shareholder Holding 37,000 Shares Says One Turn of Customer Frequency Equals Approximately $100 Million of EBITDA; Believes GRPN Is Meaningfully Undervalued

Groupon (NASDAQ: GRPN) Concerned Shareholder Urges Board to Modernize the Consumer Engine

Nick Nemeth, principal of Wyandanch Consulting LLC and a Groupon shareholder, calls on the Board to revamp the consumer platform, rebrand for the thrifting generation, and accelerate disciplined buybacks. Each incremental turn of customer frequency drops approximately $100M of EBITDA across a 16.2M-customer marketplace at ~90% gross margin.

Illustrative EBITDA Bridge — Groupon Run-Rate Earnings Power

Illustrative bridge from Groupon's 2026 Adjusted EBITDA guide midpoint (~$72M) to approximately $310M of run-rate earnings power over the next two to three years, driven by completion of the in-flight 20% headcount reduction (+$40M) and two turns of customer frequency expansion (+$100M each) at current contribution margins. Source: Wyandanch Consulting LLC; illustrative analysis, not a forecast.

Illustrative Buyback Capacity — Two-Year Capital Deployment Across VWAP Scenarios

Illustrative two-year buyback capacity of approximately $570M (cash drawdown to a stated floor, potential SumUp monetization, and 2026–2027 free cash flow) deployed at $20, $30 (base) and $45 (bull) VWAP — retiring 28.5M, 19.0M and 12.7M shares respectively against a current count of approximately 36.8M. Source: Wyandanch Consulting LLC. Subject to applicable rules, liquidity, market conditions, and Board approval.

Customer Frequency Sensitivity — Groupon's Largest Operating Lever

Customer frequency sensitivity for Groupon's 16.2M active-customer marketplace. Each incremental turn drops approximately $100M of EBITDA at current contribution margins — from today's 2.3 visits per customer per year toward peer-comparable 4.3 visits. Source: Wyandanch Consulting LLC; illustrative analysis, not a forecast.

SANTA BARBARA, Calif., May 13, 2026 (GLOBE NEWSWIRE) -- Nick Nemeth, a shareholder of Groupon, Inc. (NASDAQ: GRPN) holding approximately 37,000 shares of common stock (approximately 0.1% of the Company’s outstanding shares), today publicly released an open letter to the Groupon Board of Directors urging the Company to prioritize its consumer platform, modernize the brand, and accelerate capital return. Mr. Nemeth publishes equity research under the Mispriced Assets banner through his firm, Wyandanch Consulting LLC.

Mr. Nemeth personally holds 37,000 shares of Groupon common stock — approximately 0.1% of shares outstanding — and also holds call options on Groupon stock. He believes the shares are meaningfully undervalued. Against a market capitalization of approximately $700 million, Groupon carries roughly $215 million in cash, $324 million in low-coupon convertible notes, and a stake in SumUp — which has been reported as a potential IPO candidate — that could represent a meaningful source of future liquidity. Adjusting for these items, the implied operating enterprise value is approximately $610 million for a marketplace serving 16.2 million active customers at approximately 90% gross margin.

The lever. Groupon customers transact approximately 2.3 times per year. Comparable destination marketplaces sit closer to 4.3. At current contribution margins, each incremental turn of customer frequency drops approximately $100 million to the bottom line — the single largest unlevered source of operating leverage in the model, and one that lives entirely on the consumer side of the platform.

Customer Frequency (turns/yr)	Incremental EBITDA vs. Today
2.3 — today	—
3.0	~ +$70M
3.5	~ +$120M
4.0	~ +$170M
4.3 — peer comp	~ +$200M

^{Illustrative. Assumes approximately $100M of incremental EBITDA per full turn of frequency at current contribution margins.}

WYANDANCH CONSULTING LLC

Illustrative EBITDA Bridge — Run-Rate Earnings Power, 2–3 Years Out

Driver	Adj. EBITDA
2026 Adjusted EBITDA guide (midpoint)	$72M
+ Full 20% RIF unlock (Q1 captured ~$2M severance only)	+$40M
+ Frequency turn 1: 2.3 → 3.3 visits/customer/year	+$100M
+ Frequency turn 2: 3.3 → 4.3 (full execution)	+$100M
Run-rate earnings power, 2–3 years out	~ $310M

^{Source: Wyandanch Consulting LLC. Illustrative analysis based on Company filings and management commentary; not a forecast.}

Mr. Nemeth is urging the Board to focus on three priorities:

Revamp the platform. A unified iOS, Android, and web redesign with quarterly disclosure of conversion lift, time-to-purchase, and session depth — the highest-priority project at the Company and the conversion infrastructure on which retention compounds.

Rebrand the brand. Marketing currently runs approximately 35% of revenue and is miscast — buying clicks for individual deals rather than communicating the platform itself. Announce the revamp loudly; lean into verified influencer and user-generated-content distribution as a variable-cost replacement for high-CAC advertising; meet younger consumers where they are. The same generation that made thrifting cultural is the natural customer for value-driven local commerce.

Accelerate the buyback. Pursue repurchases at up to approximately 10% of trading volume, subject to applicable rules, liquidity, and market conditions, funded by ongoing free cash flow, balance-sheet cash above a stated floor, and potential SumUp monetization. The rate of repurchase should reflect the conviction that the shares are undervalued.

VWAP Scenario	Shares Retired (~$570M)	Share-Count Reduction
$20	~ 28.5M	~ 77%
$30	~ 19.0M	~ 52%
$45	~ 12.7M	~ 34%

^{Illustrative shareholder estimate. Assumes approximately $570M of deployable capital over two years (cash drawdown to a stated floor + potential SumUp monetization + 2026–2027 free cash flow). Buyback execution is subject to applicable rules, liquidity, market conditions, and Board approval.}

The Board’s Artificial Intelligence Committee under Mr. Shah and the Project Foundry operating-model rebuild are directionally correct; Mr. Nemeth believes these initiatives benefit from fine-tuning rather than redirection. They are accelerants. The engine is the consumer.

“One turn of customer frequency drops approximately $100 million to the bottom line,” said Nick Nemeth. “The generation that made thrifting cultural is the natural customer for local deals. The strategic direction Mr. Šenkypl has set is correct. The platform and the brand need to catch up to it.”

The letter is offered constructively. Mr. Nemeth does not call for management change, board change, or strategic alternatives. The full letter is available at mispricedassets.substack.com.

_DISCLOSURE

_{Nick Nemeth holds approximately 37,000 shares of Groupon, Inc. (NASDAQ: GRPN) common stock and call options thereon, and may transact at any time without notice. Forward-looking statements are projections, not guarantees. This communication reflects the author’s personal opinion, is not investment advice, and is not a solicitation of any security, proxy, vote, or consent.}

Photos accompanying this announcement are available at

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CONTACT: CONTACT

Nick Nemeth
Principal, Wyandanch Consulting LLC
Email: mispricedassetsresearch@substack.com
X: @NickNemo17

Groupon Shareholder Nick Nemeth Urges Board to Revamp Platform, Rebrand for the Thrifting Generation, and Accelerate Buybacks