Sep 2014

Grubhub Announces Pricing of Follow-on Offering of Common Stock

Chicago, IL. - GrubHub Inc. (the "Company") (NYSE: GRUB) announced today the pricing of its follow-on public offering of 10,468,198 shares of its common stock offered by the Company and certain of the Company's stockholders (the "Selling Stockholders") at a price to the public of $40.25 per share. In addition, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an additional 1,570,229 shares of common stock. GrubHub Inc. is the nation's leading online and mobile food-ordering company dedicated to connecting hungry diners with local takeout restaurants. The GrubHub Inc. portfolio of brands includes GrubHub, Seamless, MenuPages and Allmenus.

Citigroup, Morgan Stanley and BofA Merrill Lynch are acting as book-running managers for the offering. Allen & Company LLC, BMO Capital Markets Corp., Canaccord Genuity Inc., JMP Securities LLC, Raymond James & Associates, Inc. and William Blair & Company, L.L.C. are acting as co-managers for the offering.

The offering is being made only by means of a prospectus. A copy of the final prospectus relating to these securities may be obtained, when available, from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; Morgan Stanley at Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by telephone at 1-866-718-1649 and BofA Merrill Lynch at Attention: Prospectus Department, 222 Broadway, New York, NY 10038 or by e-mailing: dg.prospectus_requests@baml.com.

A registration statement relating to these securities has been filed with, and on September 3, 2014 was declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of such state or jurisdiction.

About GrubHub Inc.

GrubHub Inc. is the nation's leading online and mobile food-ordering company dedicated to connecting hungry diners with local takeout restaurants. The GrubHub Inc. portfolio of brands includes GrubHub, Seamless, MenuPages and Allmenus. The Company's online and mobile ordering platforms allow diners to order directly from more than 30,000 takeout restaurants in more than 700 U.S. cities and London, and every order is supported by the Company's 24/7 customer service. GrubHub Inc. has offices in Chicago, New York City and London.