INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, RSUs, PSUs, ESPP shares, convertible senior notes and capped call transactions. If dilutive, those potentially dilutive securities are reflected in diluted net income (loss) per share using the treasury stock method, except for the convertible senior notes, which are subject to the if-converted method.

The following table sets forth the computation of basic and diluted net income (loss) per share of Common Stock for the years ended December 31, 2024, 2023 and 2022 (in thousands, except share amounts and per share amounts):


	Year Ended December 31,
	2024		2023		2022
Basic and diluted net income (loss) per share:

Numerator
Net Income (loss)	$	(56,514)	$	(52,934)	$	(234,380)
Less: Net income (loss) attributable to noncontrolling interests	2,513		2,476		3,229
Basic net income (loss) attributable to common stockholders	(59,027)		(55,410)		(237,609)





Denominator
Weighted-average common shares outstanding	39,170,368		31,243,179		30,166,100







Net income (loss) per share:
Basic and diluted net income (loss) per share:	$	(1.51)	$	(1.77)	$	(7.88)

The following weighted-average potentially dilutive instruments are not included in the diluted net income (loss) per share calculations above because they would have had an antidilutive effect on the net income (loss) per share:


	Year Ended December 31,
	2024	2023	2022
Capped call transactions (1)	3,081,088	3,376,400	3,376,400
Convertible senior notes due 2026 (2)	3,081,088	3,376,400	3,376,400
Stock options	3,062,500	2,477,793	—
Convertible senior notes due 2027 (2)	750,438	—	—
RSUs	792,675	1,475,683	2,587,585
PSUs	280,807	110,823	16,032
ESPP	11,793	28,139	81,171
Total	11,060,389	10,845,238	9,437,588

(1)The capped call transactions are expected to reduce potential dilution to our Common Stock upon conversion of the 2026 Notes outstanding principal. Upon conversion of both the capped call transactions and then-outstanding 2026 Notes, there will be minimized economic dilution from the 2026 Notes, as exercise of the capped call transactions reduces dilution from the 2026 Notes that would have otherwise occurred when the price of our Common Stock exceeds the conversion price.

(2)We apply the if-converted method in computing the effect of our convertible senior notes on diluted net income (loss) per share, whereby the numerator of our diluted net income (loss) per share computations is adjusted for interest expense, net of tax, and loss on extinguishment of debt, and the denominator is adjusted for the number of shares into which the convertible senior notes could be converted. The effect is only included in the calculation of income (loss) per share for those instruments for which it would reduce income (loss) per share. See Note 7, Financing Arrangements, for additional information.

As of December 31, 2024, there were up to 3,698,064 shares of Common Stock issuable upon vesting of outstanding 2024 Executive PSUs and 16,417 shares issuable upon vesting of outstanding PSUs that were excluded from the table above, as the applicable market and performance conditions were not satisfied as of the end of the period. See Note 11, Compensation Arrangements, for additional information.

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Groupon, Inc. Earnings Per Share Disclosure

About Earnings Per Share Disclosures

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