Dilution profile // every instrument, one screen, from SEC filings

Groupon, Inc. (GRPN)

CIK 1490281 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGHS-3 on file 2023-07-31
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
LOW+28% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOWoperating cash flow positive
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-022026-08-04

Latest: 40.7M shares as of Aug 4, 2026 (10-Q). Share count fell from 566.9M to 28.6M between Feb 14, 2020 and Jun 12, 2020, a pattern consistent with a reverse split (roughly 1-for-20); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
4.875 Convertible Senior Notes Due 2030not tagged$244.1M$54.044.875%
6.250 Convertible Senior Notes Due 2027$197.3M$46.2M$306.25%~6.6M sh
1125 Convertible Senior Notes Due 2026not tagged$0not tagged1.125%

If every note above converted at its tagged price: ~6.6M new shares on 40.7M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 6, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding40.7MAug 4, 2026
+ 6.250 Convertible Senior Notes Due 2027 (if fully converted)6.6MNov 30, 2024
Fully diluted estimate47.2M+16.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Last 12 months: 0 executed · 0 registered.

EXECUTEDJul 2, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 18, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 19, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 12, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 21, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDNov 13, 2023Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEAug 9, 2023SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 31, 2023S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDApr 6, 2021Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 25, 2021Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDFeb 25, 2021Automatic shelf registration — effective immediately (large filers)S-3ASR
REGISTEREDFeb 25, 2021Automatic shelf registration — effective immediately (large filers)S-3ASR

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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