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YELP INC

YELP INCYELPEarnings & Financial Report

NYSE · Consumer Discretionary · Services-Personal Services

Yelp Inc. is an American company that develops the Yelp.com website and the Yelp mobile app, which publishes crowd-sourced reviews about businesses. It also operates Yelp Guest Manager, a table reservation service. It is headquartered in San Francisco.

What changed in YELP INC's 10-K — 2024 vs 2025

Top changes in YELP INC's 2025 10-K

456 paragraphs added · 467 removed · 344 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

85 edited+35 added−38 removed94 unchanged
Item 1. Business. Company Overview Since Yelp’s founding 20 years ago, our mission has remained the same — to connect consumers with great local businesses. Over that time, we have built one of the best known Internet brands in the United States.
Item 1. Business. Company Overview Since Yelp’s founding over 20 years ago, our mission has remained the same — to connect consumers with great local businesses. Over that time, we have built one of the best known Internet brands in the United States.
Business Page Products Free Business Account Businesses have the ability to create a free business account and claim a Yelp page for each of their business locations. Once a business has claimed its page, it can more easily update its listing information and has the option to purchase certain page upgrade features.
Business Page Products Free Business Account Businesses have the ability to create a free business account and claim a Yelp business page for each of their business locations. Once a business has claimed its page, it can more easily update its listing information and has the option to purchase certain page upgrade features.
We have a team of Community Managers and Community Ambassadors based across the United States and Canada whose primary goals are to support and grow communities of users in the local markets that they serve, raise brand awareness and engage with their surrounding communities through: • planning and executing fun and engaging events for the community, such as parties, outings and activities at restaurants, museums, hotels and other local places of interest; • getting to know community members and helping them get to know one another to foster an offline community experience that can be transferred online; • promoting Yelp, including guest appearances on local television and radio, and at local events such as concerts and street fairs; and • recurring weekly e-mail newsletters to share information with the community about local businesses, events and activities.
We have a team of Community Managers, Community Ambassadors and Online Community Ambassadors based across the United States and Canada whose primary goals are to support and grow communities of users in the local markets that they serve, raise brand awareness and engage with their surrounding communities through: • planning and executing fun and engaging events for the community, such as parties, outings and activities at restaurants, museums, hotels and other local places of interest; • getting to know community members and helping them get to know one another to foster an offline community experience that can be transferred online; • promoting Yelp, including guest appearances on local television and radio, and at local events such as concerts and street fairs; and • recurring e-mail newsletters to share information with the community about local businesses, events and activities.
We also apply machine learning algorithms to predict user needs and preferences based on factors such as the user’s recent activity, location, time of day and season, then tailor the user’s experience on Yelp accordingly. In our Services categories, for example, if a user recently searched for movers, we might suggest searches for businesses offering self-storage or junk removal.
We apply machine learning algorithms to predict user needs and preferences based on factors such as the user’s recent activity, location, time of day and season, then tailor the user’s experience on Yelp accordingly. In our Services categories, for example, if a user recently searched for movers, we might suggest searches for businesses offering self-storage or junk removal.
Our Self-serve platform allows businesses to purchase and manage their advertising products directly from our website or the Yelp for Business app. Businesses can purchase Yelp Ads and business page upgrades directly through our Self-serve platform. The convenience of our Self-serve platform has helped us reduce our reliance on sales and customer support headcount.
Our Self-serve platform allows businesses to purchase and manage their advertising products directly from our website or the Yelp for Business app. Businesses can purchase Yelp Ads and business page upgrades directly through our Self-serve platform. The convenience of our Self-serve platform has helped us reduce our reliance on sales and customer support headcount. Sales Partnerships .
For example, if our models predict that relevant consumer traffic will meaningfully decrease for a period of time during an ad campaign, our bidding algorithms will dynamically allocate advertiser budget around that period to avoid spending a disproportionate amount of the budget while supply is constrained.
For example, if our models predict that relevant consumer traffic will meaningfully decrease for a period of time during an ad campaign, our bidding algorithms will dynamically allocate advertiser budget around that period to avoid spending a disproportionate amount of the budget while supply is constrained. • Infrastructure .
With regard to expenses, we generally decrease our marketing expenditures in the fourth quarter before increasing them again in the first quarter of the following year. Our personnel expenses tend to increase from the fourth quarter to the first quarter due to the timing of payroll taxes and benefits, as well as our annual compensation cycle.
With regard to expenses, we generally decrease our marketing expenditures in the fourth quarter before increasing them again in the first quarter of the following year. Our personnel expenses also tend to increase from the fourth quarter to the first quarter due to the timing of payroll taxes and benefits, as well as our annual compensation cycle.
Transactions We offer features and consumer-interactive tools to facilitate transactions between consumers and the local businesses they find on Yelp. These features are primarily available through partner integrations, the largest of which — by both transaction volume and revenue — is our partnership with Grubhub, which allows consumers to place food orders for pickup and delivery through Yelp.
Transactions We offer features and consumer-interactive tools to facilitate transactions between consumers and the local businesses they find on Yelp. These features are primarily available through partner integrations, the largest of which — by both transaction volume and revenue — is our partnership with DoorDash, which allows consumers to place food orders for pickup and delivery through Yelp.
Advertising Products CPC Advertising (“Yelp Ads”) We allow businesses to promote themselves in sponsored search results on our platform, on the Yelp pages of businesses in the same or related categories, and other key places on our platform. Yelp Ads can also be delivered through syndication on the Yelp Ads Network, a large collection of third-party sites.
Advertising Products CPC Advertising (“Yelp Ads”) We allow businesses to promote themselves in sponsored search results on our platform, on the Yelp pages of businesses in the same or related categories, and in other key locations on our platform. Yelp Ads can also be delivered through syndication on the Yelp Ads Network, a large collection of third-party sites.
As of December 31, 2024, approximately 9% of the reviews submitted to our platform had been removed. Coordination with Law Enforcement . We regularly cooperate with law enforcement and consumer protection agencies to investigate and identify businesses and individuals who may be engaged in false advertising or other deceptive practices relating to reviews.
As of December 31, 2025, approximately 9% of the reviews submitted to our platform had been removed. Coordination with Law Enforcement . We regularly cooperate with law enforcement and consumer protection agencies to investigate and identify businesses and individuals who may be engaged in false advertising or other deceptive practices relating to reviews.
In addition to participating in virtual volunteer events in partnership with various nonprofit organizations, Yelp employees made a difference in 2024 through the Yelp Foundation (the “Foundation”), a non-profit organization established by our Board in 2011 that directly supports consumers and local businesses in the communities in which we operate.
In addition to participating in virtual volunteer events in partnership with various nonprofit organizations, Yelp employees made a difference in 2025 through the Yelp Foundation (the “Foundation”), a non-profit organization established by our Board in 2011 that directly supports consumers and local businesses in the communities in which we operate.
For example, to address the risk that AI tools are abused to create untrustworthy reviews, we have invested significantly in methods to better detect and mitigate AI-created reviews on our platform, which our policies prohibit, including several new detection technologies powered by AI. • Mobile Solutions .
For example, to address the risk that AI tools are abused to create untrustworthy reviews, we have invested significantly in methods to better detect and mitigate AI-created reviews on our platform, which our policies prohibit, including detection technologies powered by AI. • Mobile Solutions .
These behind-the-scenes looks at top-rated businesses often include interacting with business owners, hearing their unique stories and engaging with other locals in their community; however, as users of our service, Yelp Elites do not receive compensation for their contributions.
These behind-the-scenes looks at top-rated businesses often include interacting with business owners, hearing their unique stories and engaging with other locals in the community. As voluntary users of our service, Yelp Elites do not receive compensation for their contributions.
Consumers trust us for the more than 280 million ratings and reviews available on our platform of businesses across a broad range of categories. This consumer trust is the foundation of our business, from which we are able to empower other businesses to succeed.
Consumers trust us for the more than 300 million ratings and reviews available on our platform of businesses across a broad range of categories. This consumer trust is the foundation of our business, from which we are able to empower other businesses to succeed.
Yelp Fusion Insights (formerly Yelp Knowledge) Through partnerships with companies such as Sprinklr and Chatmeter, our Yelp Fusion Insights program offers business owners local analytics and insights through access to our historical data and other proprietary content. Our Yelp Fusion Insights partners pay us license fees for access to Yelp Fusion Insights content.
Yelp Insights API (formerly Yelp Fusion Insights) Through partnerships with companies such as Sprinklr and Chatmeter, our Yelp Insights API program offers business owners local analytics and insights through access to our historical data and other proprietary content. Our Yelp Insights API partners pay us license fees for access to Yelp Insights API content.
We offer free trial access to certain basic information through our publicly available APIs as well as paid access to broader sets of content and data for consumer-facing enterprise use. We typically enter into multi-year license agreements with paying Yelp Fusion customers, with rates determined based on the type and volume of usage.
We offer free trial access to certain basic information through our publicly available APIs as well as paid access to broader sets of content and data for consumer-facing enterprise use. We typically enter into multi-year license agreements with paying Yelp Places API customers, with rates determined based on the type and volume of usage.
We regularly remove reviews, photos and other content from our platform that we believe violate our terms of service, including, without limitation: reviews that do not reflect a first-hand consumer experience; 8 Table of Contents content that has been bought, sold or traded; AI-created reviews; and reviews that are posted by someone we believe to be affiliated with the reviewed business.
We regularly remove reviews, photos and other content from our platform that we believe violate our terms of service, including, without limitation: reviews that do not reflect a first-hand consumer experience; content that has been bought, sold or traded; AI-created reviews; and reviews that are posted by someone we believe to be affiliated with the reviewed business.
Our competitors consist of companies that help businesses — particularly businesses in our strategically important Services categories and, to a lesser extent, restaurants category — connect and engage with consumers, including: • online search engines and directories, including those incorporating AI technologies, such as Google and OpenAI, as well as traditional, offline business guides and directories; • online and offline providers of consumer ratings, reviews and referrals, such as TripAdvisor, as well as social media platforms and features where consumers are increasingly searching for and posting information about local businesses, such as TikTok and Reddit; • providers of online marketing and tools for managing and optimizing advertising campaigns, such as Google, Instagram and, increasingly, food ordering and delivery services that also offer online advertising, such as DoorDash; • providers of various forms of traditional offline advertising, including radio, direct marketing campaigns, yellow pages and newspapers; • restaurant reservation and seating tools, such as OpenTable and Resy, as well as food ordering and delivery services; and 10 Table of Contents • home and/or local services-related platforms and offerings, such as Angi and Thumbtack.
Our competitors consist of companies that help businesses — particularly businesses in our strategically important Services categories and, to a lesser extent, restaurants category — connect and engage with consumers, including: • online search engines and directories, including those incorporating AI technologies, such as our primary competitor, Google, as well as traditional, offline business guides and directories; • online and offline providers of consumer ratings, reviews and referrals, such as TripAdvisor, as well as social media platforms and features where consumers are increasingly searching for and posting information about local businesses, such as TikTok, Instagram and Reddit; • providers of online marketing and tools for managing and optimizing advertising campaigns, such as Google, Instagram and, increasingly, food ordering and delivery services that also offer online advertising, such as DoorDash; • providers of various forms of traditional offline advertising, including radio, direct marketing campaigns, yellow pages and newspapers; • restaurant reservation and seating tools, such as OpenTable and Resy, as well as food ordering and delivery services; and • home and/or local services-related platforms and offerings, such as Angi and Thumbtack.
For a discussion of our results for the year ended December 31, 2024, see the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” included under Part II, Item 7 of this Annual Report.
For a discussion of our results for the year ended December 31, 2025, see the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” included under Part II, Item 7 of this Annual Report.
As of December 31, 2024, approximately 76% of the reviews submitted to our platform were recommended by our automated software and approximately 15% were not recommended but still accessible on secondary pages.
As of December 31, 2025, approximately 76% of the reviews submitted to our platform were recommended by our automated software and approximately 15% were not recommended but still accessible on secondary pages.
The application and interpretation of these laws and regulations are often uncertain, and they could be interpreted and applied in ways that harm our business. They may also conflict with other rules, be interpreted and 11 Table of Contents applied inconsistently (including from country to country) and in ways that are at odds with our current policies and practices.
The application and interpretation of these laws and regulations are often uncertain, and they could be interpreted and applied in ways that harm our business. They may also conflict with other rules, be interpreted and applied inconsistently (including from country to country) and in ways that are at odds with our current policies and practices.
The rich, first-hand information about local businesses that our users share — in the form of reviews, ratings, photos and more — is the reason consumers come to Yelp when making their spending decisions and is therefore the foundation of our value proposition to businesses.
The rich, first-hand information about local businesses that our users 8 Table of Contents share — in the form of reviews, ratings, photos and more — is the reason consumers come to Yelp when making their spending decisions and is therefore the foundation of our value proposition to businesses.
We use large language models (“LLMs”) to better understand user intent in search queries and enhance our search capabilities, including by determining the most relevant information from reviews to display in the business highlights that appear in search results. LLMs also play an important role in analyzing user-generated content to protect consumers and business owners from malicious or harmful content.
We use LLMs to better understand user intent in search queries and enhance our search capabilities, including by determining the most relevant information from reviews to display in the business highlights that appear in search results. LLMs also play an important role in analyzing user-generated content to protect consumers and business owners from malicious or harmful content.
Regulatory frameworks related to the processing of personal information are also evolving and generally becoming increasingly stringent. In the United States, several states have introduced comprehensive data privacy, data protection and data security legislation, such as the California Consumer Privacy Act.
Regulatory frameworks related to the processing of personal information are also evolving and generally becoming increasingly stringent. In the United States, many states have introduced comprehensive data privacy, data protection and data security legislation, such as the California Consumer Privacy Act (“CCPA”).
We also focus on attracting early-in-career talent through university outreach and on-campus recruiting efforts, as well as through partnerships with organizations that connect our recruiting team to qualified networks of recent and upcoming college graduates.
We also focus on attracting early-in-career talent through university outreach and on-campus recruiting efforts, as well as through 13 Table of Contents partnerships with organizations that connect our recruiting team to qualified networks of recent and upcoming college graduates.
Through these activities, we believe our Community Management team helps us increase awareness of our platform and grow avid communities who are willing to contribute content to our platform. We plan to continue these community development efforts in 2025. Yelp Elite Squad Our Community Managers’ responsibilities include engaging with our most passionate users — Yelp Elite Squad members (“Yelp Elites”).
Through these activities, we believe our Community Management team helps us increase awareness of our platform and grow avid communities who are willing to contribute content to our platform. We plan to continue these community development efforts in 2026. Yelp Elite Squad Our Community team’s responsibilities include engaging with our most passionate users — Yelp Elite Squad members (“Yelp Elites”).
The competitive advantages we have established over two decades, together with our product-led business model and disciplined expense management, provide us with the opportunity for long-term profitable growth in this market. We have: • A proven engine to generate and recommend trusted content .
The competitive advantages we have established over two decades, together with our product-led business model and disciplined expense management, provide us with the opportunity for long-term profitable growth in this market. We have: • A proven engine to foster and recommend trusted, human-generated content .
There has also been discussion in Congress of a new comprehensive federal data protection and privacy law to which we likely would be subject if it is enacted.
There has also been discussion in Congress of a new comprehensive federal data protection and privacy law to which we likely 11 Table of Contents would be subject if it is enacted.
The software regularly evaluates each review and, as a result, its analysis can change over time as new data becomes available; reviews that were previously recommended may become not recommended, and reviews that were previously not recommended may be restored to recommended status. • AI, Machine Learning and Large Language Models .
The software regularly evaluates each review and, as a result, its analysis can change over time as new data becomes available; reviews that were previously recommended may become not recommended, and reviews that were previously not recommended may be restored to recommended status. • AI, Machine Learning and LLMs .
In 2011, our Board approved the contribution and issuance to the Foundation of 520,000 shares of our common stock to fund grants to local non-profit organizations that are actively engaged in supporting community and small business growth. The Foundation held 132,000 shares as of December 31, 2024, which represented less than 1% of our outstanding common stock.
In 2011, our Board approved the contribution and issuance to the Foundation of 520,000 shares of our common stock to fund grants to local non-profit organizations that are actively engaged in supporting community and small business growth. The Foundation held 104,500 shares as of December 31, 2025, which represented less than 1% of our outstanding common stock.
Our recommendation software refers to the proprietary automated trust and safety software systems that we have developed to analyze the relevance, reliability and utility of each review submitted to our platform.
Our recommendation software refers to the proprietary automated trust and safety software 5 Table of Contents systems that we have developed to analyze the relevance, reliability and utility of each review submitted to our platform.
The breadth and depth of our high-quality content is the result of our significant investments over two decades in both developing communities of users as well as providing a great consumer experience that enables and encourages consumers to share their everyday business experiences through reviews, photos, videos and other content.
The breadth and depth of our content is the result of our significant investments in both developing communities of users as well as providing a great consumer experience that enables and encourages consumers to share their everyday business experiences through reviews, photos, videos and other content.
These companies may use these advantages to offer products similar to ours at a lower price, develop different products or partner with our competitors to compete with our current solutions, and respond more quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements.
These companies may use these advantages to offer products similar to ours at a lower price, develop different products or partner with our existing or potential partners (to our exclusion) to compete with our current solutions, and respond more quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements.
Our actual or perceived failure to comply with such regulations and obligations could harm our business . ” Human Capital Management At Yelp, we deeply value our community of employees who sustain our culture through their dedication to our mission of connecting people with great local businesses and to living our values of authenticity, tenacity, creativity, collegiality and prioritizing consumer trust.
Our actual or perceived failure to comply with such laws, regulations and obligations (or that of the third parties with whom we work) could harm our business . ” Human Capital Management At Yelp, we deeply value our community of employees who sustain our culture through their dedication to our mission of connecting people with great local businesses and to living our values of authenticity, tenacity, creativity, collegiality and prioritizing consumer trust.
Our advertising products help businesses of all sizes reach a large audience, advertise their products and drive conversion of their services. Our performance in 2024 — which included record annual revenue and profitable growth — demonstrates the profitability of our broad-based local advertising platform.
Our advertising products help businesses of all sizes reach a large audience, advertise their products and drive conversion of their services, while our subscription services support businesses operationally. Our performance in 2025 — which included record annual revenue and profitable growth — demonstrates the profitability of our broad-based local advertising platform.
Our trusted content has attracted a large, high-intent consumer audience. This large audience reflects the strength of our brand as a leading resource for consumers to search for and discover great local businesses across categories as well as our availability across a wide range of platforms and devices. It also provides a compelling value proposition to advertisers.
This large audience reflects the strength of our brand as a leading resource for consumers to search for and discover great local businesses across categories as well as our availability across a wide range of platforms and devices. It also provides a compelling value proposition to advertisers.
Computer viruses, malware, phishing attacks, denial-of-service and other attacks and similar disruptions from unauthorized use of computer systems have become more prevalent in our industry, have occurred on our systems in the past and we expect them to occur periodically on our systems in the future.
Computer viruses, malware, phishing attacks, denial-of-service and other attacks, and similar 6 Table of Contents disruptions have become more prevalent in our industry, have occurred on our systems in the past and we expect them to occur periodically on our systems in the future.
Our targeting software leverages neural networks that evaluate more than 4,000 signals about the user, business and search context to make sure consumers see the right ad at the right time and drive ad clicks. 6 Table of Contents • Auction System . We use an auction system to determine the price we charge advertisers for ad clicks.
Our targeting software leverages neural networks that evaluate thousands of signals about the user, business and search context to make sure consumers see the right ad at the right time and drive ad clicks. • Auction System . We use an auction system to determine the price we charge advertisers for ad clicks.
We advertise our career opportunities on premier job boards and aggregators in addition to running targeted brand campaigns. We maintain an active voice on social media through our Life at Yelp channel, which highlights employee testimonials regarding their Yelp experiences.
We focus on attracting top talent through our employment marketing and outreach initiatives. We advertise our career opportunities on premier job boards and aggregators in addition to running targeted brand campaigns. We maintain an active voice on social media through our Life at Yelp channel, which highlights employee testimonials regarding their Yelp experiences.
For additional information, see the section titled “ Risk Factors—Our business is subject to complex and evolving U.S. and foreign regulations and other legal obligations related to privacy, data protection and other matters.
For additional information, see the section titled “ Risk Factors—Risks Related to Regulatory Compliance and Legal Matters—Our business is subject to complex and evolving domestic and foreign laws, regulations and other obligations related to privacy, data protection, data security and other matters.
RepairPal Network The RepairPal marketplace and partner network promote auto repair shops to consumers searching for auto repair services. Auto repair shops pay a monthly fee to be included in this certified shop network, as well as either a percentage of earnings from repair orders made by referred customers or a fixed fee per referred customer.
Auto repair shops pay a monthly fee to be included in this certified shop network, as well as either a percentage of earnings from repair orders made by referred customers or a fixed fee per referred customer.
Multi-location Ad Products We offer a range of ad products designed for multi-location advertisers, including: Showcase Ads, which showcase and feature limited-time offers, new products or promotions in relevant search results; Spotlight Ads, which highlight special offers and promotions related to seasonal or other special events on Yelp business pages in a prominent carousel directly on the Yelp app home screen; and Yelp Audiences, which extends campaign reach to our high-intent audience off platform.
We also provide Services businesses with the ability to provide competing quotes for consumers using our Request-a-Quote feature. 2 Table of Contents Multi-location Ad Products We offer a range of ad products designed for multi-location advertisers, including: Showcase Ads, which showcase and feature limited-time offers, new products or promotions in relevant search results; Spotlight Ads, which highlight special offers and promotions related to seasonal or other special events on Yelp business pages in a prominent carousel directly on the Yelp app home screen; and Yelp Audiences, which extends campaign reach to our high-intent audience off platform on third-party sites and apps.
Yelp Fusion Our Yelp Fusion program enables developers to build products that include our high-quality content and data. We partner with industry leaders like Apple, which makes our content available through Apple Maps and its virtual assistant Siri, as well as several auto manufacturers, including Audi AG and BMW, to make our content available in their in-dash experiences.
We partner with industry leaders like Apple, which makes our content available through Apple Maps and its virtual assistant Siri, as well as several auto manufacturers, including Audi AG and BMW, to make our content available in their in-dash experiences.
As in past years, advertising accounted for the vast majority of our revenue during the year ended December 31, 2024, contributing 96% of our revenue, which was fairly consistent with the years ended December 31, 2022 and 2023. We recognize revenue from our business listing and advertising products, including advertising sold by partners, as advertising revenue.
As in past years, advertising accounted for the vast majority of our revenue during the year ended December 31, 2025, contributing 95% of our revenue. We recognize revenue from our business listing and advertising products, including advertising sold by partners, as advertising revenue.
Yelp Elites receive a badge on their Yelp profile pages and Community Managers organize sponsored social events for them, which facilitates face-to-face interactions, builds the Yelp brand and fosters the sense of true community in which we believe so strongly.
Yelp Elites receive a badge on their Yelp profile pages and our Community team organizes sponsored social events for them, which facilitate face-to-face interactions, build the Yelp brand and foster the sense of true community in which we believe so strongly.
In 2024, we introduced a consumer alerts history section on Yelp business pages, which includes a list of each business’s previous compensated activity alerts, suspicious review activity alerts and questionable legal threats alerts. This warns users of abnormal review activity or attempts to mislead, supplementing our existing public index of alert recipients. Removal of Reviews and Other Content .
When applicable, Yelp business pages include a consumer alerts history section, which includes a list of the business’s previous compensated activity alerts, suspicious review activity alerts and questionable legal threats alerts, to warn users of abnormal review activity or attempts to mislead, supplementing our public index of alert recipients. Removal of Reviews and Other Content .
Ad budgets for our multi-location customers typically increase throughout the year, generally starting the year at their lowest and peaking in the fourth quarter, while SMB ad budgets tend to decrease in the fourth quarter.
Fourth quarter advertising revenue is typically similar to the third quarter as well as to the first quarter of the subsequent year. Ad budgets for our multi-location customers typically increase throughout the year, generally starting the year at their lowest and peaking in the fourth quarter, while SMB ad budgets tend to decrease in the fourth quarter.
Corporate and Available Information We were incorporated in Delaware on September 3, 2004. Our principal executive offices are located at 350 Mission Street, 10th Floor, San Francisco, California 94105, and our telephone number is (415) 908-3801. Our website is located at www.yelp.com, and our investor relations website is located at www.yelp-ir.com. We file or furnish electronically with the U.S.
Our principal executive offices are located at 350 Mission Street, 10th Floor, San Francisco, California 94105, and our telephone number is (415) 908-3801. Our website is located at www.yelp.com, and our investor relations website is located at www.yelp-ir.com. 14 Table of Contents We file or furnish electronically with the U.S.
We endeavor to have a positive impact on the communities in which people use Yelp by using our platform to raise awareness, promote economic opportunity for those in need and support organizations that serve local communities.
We also improved the benefit programs for our employees in Canada by expanding voluntary benefits and life insurance coverage. Making a Difference . We endeavor to have a positive impact on the communities in which people use Yelp by using our platform to raise awareness, promote economic opportunity for those in need and support organizations that serve local communities.
Companies in the Internet, technology and media industries own large numbers of patents and other intellectual property rights, and may request license agreements or threaten to enter into litigation based on allegations of infringement or other violations of such rights.
In addition, effective intellectual property protection may not be available in the United States or other countries in which we operate. 9 Table of Contents Companies in the Internet, technology and media industries own large numbers of patents and other intellectual property rights, and may request license agreements or threaten to enter into litigation based on allegations of infringement or other violations of such rights.
In 2023, we started publishing an index that regularly lists the latest compensated activity and suspicious review activity alerts we have placed on Yelp business pages, making it easier for regulators to identify businesses that may have participated in suspicious or deceptive review activity. Legal Action .
We regularly provide the Federal Trade Commission and other regulators with leads on deceptive reviews and conduct. We also publish an index that lists the latest compensated activity and suspicious review activity alerts we have placed on Yelp business pages, making it easier for regulators to identify businesses that may have participated in suspicious or deceptive review activity.
We have long focused on building a team of innovators and problem solvers who can bring their whole professional selves to work, which we believe positions our employees to relate to and solve the needs of consumers and businesses. 12 Table of Contents As of December 31, 2024, we had 5,116 * employees globally across the following teams: * Includes employees on leave as of December 31, 2024.
We have long focused on building a team of innovators and problem solvers who can bring their whole professional selves to work, which we believe positions our employees to relate to and solve the needs of consumers and businesses.
Although they do not factor into a business’s overall star rating, we provide access to reviews that are not recommended to provide transparency regarding reviewed businesses and reviewers as well as the efficacy of our recommendation software. 7 Table of Contents Community .
Although they do not factor into a business’s overall star rating, we provide access to reviews that are not recommended to provide transparency regarding reviewed businesses and reviewers as well as the efficacy of our recommendation software. Community . Yelp has always been a community-driven review platform, and we encourage authentic content from the start of the user experience.
Our terms of service prohibit the buying and selling of reviews, as well as writing fake reviews. We regularly issue demands to third parties engaging in these and other deceptive activities that they cease such activities in relation to our platform.
Legal Action . Our terms of service prohibit the buying and selling of reviews, writing fake reviews, review gating and other review suppression tactics that disproportionately promote positive reviews, while diverting criticisms to private channels. We regularly issue demands to third parties engaging in these and other deceptive activities that they cease such activities in relation to our platform.
For example, to mitigate potential concerns regarding the accuracy of our AI-powered summaries, we populate the summaries with quotes from actual reviews. Similarly, although we believe incorporating AI features into our platform provides benefits for consumers and businesses, we also understand that the use of AI is not desirable in all contexts.
Similarly, although we believe incorporating AI features into our platform provides benefits for consumers and businesses, we also understand that the use of AI is not desirable in all contexts.
Their voices helped make Yelp what it is 9 Table of Contents today, and we started the Yelp Elite Squad to recognize these passionate individuals, signal our trust in them and their contributions, and encourage similar beneficial activities in our communities.
Their voices helped make Yelp what it is today, and we started the Yelp Elite Squad to recognize these passionate individuals, signal our trust in them and their contributions, and encourage similar beneficial activities in our communities. Beyond having well-written reviews and high-quality photos, Yelp Elite Squad members are active evangelists for their Yelp communities.
These tools include online reservations, a waitlist management solution that allows consumers to check wait times and join waitlists remotely as well as through hostless kiosks, and seating and server rotation management tools.
Yelp Guest Manager Yelp Guest Manager is a subscription-based suite of front-of-house management tools for restaurants, nightlife and certain other venues. These tools include online reservations, a waitlist management solution that allows consumers to check wait times and join waitlists remotely as well as through hostless kiosks, and seating and server rotation management tools.
Government Regulation As a company conducting business on the Internet, we are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including laws regarding privacy, data protection, data security, user-generated content and consumer protection, among others. For example: • Privacy, Data Protection and Data Security .
Certain competitors could also use strong or dominant positions in one or more markets to gain competitive advantage against us in markets in which we operate. 10 Table of Contents Government Regulation As a company conducting business on the Internet, we are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including laws regarding privacy, data protection, data security, user-generated content and consumer protection, among others.
The bidding algorithms used in our auction system are designed to prioritize spending advertiser budgets efficiently and maximize ad clicks to optimize the value we deliver to advertisers, while our proprietary ad delivery technology is designed to determine the most relevant ads for consumers to drive fulfillment. 1 Table of Contents Our Growth and Margin Strategy We believe that the investments we made in our strategic initiatives have led our business to new highs in recent years, and see further opportunities to build upon this success and deliver even greater value to both consumers and advertisers over the long term.
Our Growth and Margin Strategy We believe that the investments we made in our strategic initiatives have led our business to new highs in recent years, and see further opportunities to build upon this success and deliver even greater value to both consumers and advertisers over the 1 Table of Contents long term.
We are subject to a variety of laws, regulations and guidelines that regulate the way we distinguish paid search results and other types of advertising from unpaid search results. We operate in a rapidly evolving industry, and many laws and regulations that impact our business are being proposed, still evolving or being tested in courts.
We are subject to a variety of laws, regulations and guidelines that regulate the way we distinguish paid search results and other types of advertising from unpaid search results. • AI .
Based on historical trends, our revenue in a particular year is typically lowest in the first quarter of that year and increases sequentially through the third quarter. Fourth quarter revenue is typically similar to the third quarter as well as to the first quarter of the subsequent year.
Seasonality and Cyclicality Our business is affected by seasonal fluctuations in Internet usage and advertising spending, as well as cyclicality in economic activity. Seasonality . Based on historical trends, our advertising revenue in a particular year is typically lowest in the first quarter of that year and increases sequentially through the third quarter.
We provide scalable services across platforms and devices using a combination of proprietary, open source and third-party technology solutions and products: • Anticipating Consumer Needs . We analyze the large volumes of data collected from our platform and apply our proprietary indexing and ranking techniques to provide our users with contextual, relevant and up-to-date information.
We analyze the large volumes of data collected from our platform and apply our proprietary indexing and ranking techniques to provide our users with contextual, relevant and up-to-date information.
While our plans to continue operating on a distributed basis may mitigate this challenge by expanding the pool of candidates from which we draw, we may continue to face significant competition for talent. We focus on attracting top talent through our employment marketing and outreach initiatives.
Qualified individuals are in high demand and we expect to continue to face significant competition from other companies in hiring and retaining such personnel. While our plans to continue operating on a distributed basis may mitigate this challenge by expanding the pool of candidates from which we draw, we may continue to face significant competition for talent.
We also plan to expand the use of AI in our business operations to drive efficiencies, reflecting our commitment to driving leverage in the business through our product-led strategy. 2 Table of Contents Our Products and Services Advertising We offer a range of free and paid advertising products to businesses of all sizes, including the products listed below, which provide the ability to deliver targeted advertising to our large and high-intent audience.
Our Products and Services Advertising We offer a range of free and paid advertising products to businesses of all sizes, including the products listed below, which provide the ability to deliver targeted advertising to our large and high-intent audience.
In 2024, our performance marketing and continued improvements to the business owner experience drove another year of record Self-serve customer acquisition. Sales Partnerships . We also generate revenue through the resale of our advertising products by certain agencies and partners, such as Thryv, as well as monetization of remnant advertising inventory through third-party ad networks.
We also generate revenue through the resale of our advertising products by certain agencies and partners, such as Thryv, as well as monetization of remnant advertising inventory through third-party ad networks.
Our Yelp Advertising Partner Program allows partner agencies to independently sell and manage ad campaigns on behalf of their SMB clients, providing increased centralization and flexibility.
Our Yelp Advertising Partner Program allows partner agencies to independently sell and manage ad campaigns on behalf of their small and medium-sized business (“SMB”) clients, providing increased centralization and flexibility. The products covered by these arrangements include Yelp Ads as well as all of our business profile products.
The badge indicates that we have verified the business’s trade license and confirmed it was in good standing as of a certain date, allowing businesses to distinguish themselves as licensed and helping consumers make confident decisions when selecting businesses for their projects. 3 Table of Contents Business Highlights Businesses in eligible categories can pay to highlight up to six attributes that make their business unique, such as “Family Owned” or “Pet Friendly.” Portfolio Portfolio allows businesses to showcase their work or services to prospective customers through a collection of projects.
The badge indicates that we have verified the business’s trade license and confirmed it was in good standing as of a certain date, allowing businesses to distinguish themselves as licensed and helping consumers make confident decisions when selecting businesses for their projects.
In addition to taking direct corrective action — such as recategorizing businesses to appropriately reflect their services or closing user accounts, as in the example above — if we identify or confirm any attempts to mislead consumers or similar issues through our investigations, we typically pursue one or more of the courses of action described below (each of which we may also employ on a stand-alone basis).
In 2025, business page rejections increased 29% from 2024, driven by improved moderation processes that more effectively identify and reject suspicious submissions in high-risk emergency services business categories, such as locksmiths, garage door repairs, roadside assistance and plumbing, where vulnerable consumers in need of assistance may be especially susceptible to scams. 7 Table of Contents In addition to taking direct corrective action — such as recategorizing businesses to appropriately reflect their services, closing user accounts or rejecting new business page submissions, as in the example above — if we identify or confirm any attempts to mislead consumers or similar issues through our investigations, we typically pursue one or more of the courses of action described below (each of which we may also employ on a stand-alone basis).
Yelp Guaranteed Yelp Guaranteed is a satisfaction guarantee program that provides limited coverage to consumers who hire a Yelp Guaranteed business through Request-a-Quote in the event something goes wrong with their projects. It is currently available for eligible businesses in select Services categories that have Request-a-Quote enabled and are using Yelp Ads.
Nearby Jobs Nearby Jobs provides businesses with the ability to see a dynamic feed of job quote requests in their area of business. Yelp Guaranteed Yelp Guaranteed is a satisfaction guarantee program that provides limited coverage to consumers who hire a Yelp Guaranteed business through Request-a-Quote in the event something goes wrong with their projects.
For example, we provide easy ways for our communities of users and business owners to report content that they believe violates our guidelines and suggest updates to business information. We also provide multiple ways for business owners to respond to reviews. Human Content Moderation.
In addition to encouraging reliable content and fair play from the outset, our communities serve as additional layers of oversight. For example, we provide easy ways for our communities of users and business owners to report content that they believe violates our guidelines and suggest updates to business information.
In 2024, the Foundation again matched Yelp employee donations made to a wide range of charitable organizations, including those focused on the causes that mattered most to our employees: education; human services; international affairs and national security; health; and arts, culture and humanities.
In 2025, the Foundation again matched Yelp employee donations made to a wide range of charitable organizations, including those focused on the causes that mattered most to our employees: education; human services; food; health; and animal-related causes. Talent Attraction and Retention Our success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees.
As a result, in 2025 we plan to invest in the areas set forth below, each of which we believe represents its own long-term opportunity and which together we believe will drive long-term sustainable and profitable growth. Revenue Growth • Lead in Services. We aim to create a best-in-class Services experience for consumers and service professionals in 2025.
As a result, in 2026, we plan to invest in the areas set forth below, each of which we believe represents its own long-term opportunity and which together we believe will position us to drive long-term growth. Initiatives to Drive Durable Long-term Growth • Reconceive Yelp around actions and answers.
Distributed Work We believe that operating on a distributed basis is in the best interests of both Yelp and our employees. We have operated successfully as a remote workforce since March 2020 and committed to a fully remote working model in 2022 based on strong employee support for our distributed operations.
We have operated 12 Table of Contents successfully as a remote workforce since March 2020 and committed to a fully remote working model in 2022 based on strong employee support for our distributed operations. The vast majority of our team works remotely on a full-time basis, which has allowed us to significantly reduce our office footprint and workplace operating costs.
Our platform provides the type of reliable and useful review content that helps consumers make informed spending decisions and confidently transact with local businesses.
Our platform provides the type of reliable and useful review content that helps consumers make informed spending decisions and confidently transact with local businesses. This collection of high-quality, human-generated content is also the type of proprietary data that is essential to AI search providers, thereby providing a valuable monetizable asset.
Through our professional development program, employees can partner with their managers to create career development plans and receive an annual development reimbursement to invest in their growth.
Through our professional development program, employees can partner with their managers to create career development plans and receive an annual development reimbursement to invest in their growth. We also offer customized coaching resources to provide individual support and develop critical skills, as well as regular, ongoing training in compliance and workplace conduct matters to all employees.
We plan to continue expanding our suite of full-funnel ad products tailored to these advertisers and attribution solutions to drive revenue growth in our Multi-location sales channel in 2025. Customer Success Our customer success teams support existing advertisers through account management and retention initiatives as well as engage advertisers with the goal of increasing their overall spend.
Customer Success Our customer success teams support existing advertisers through account management and retention initiatives as well as engage advertisers with the goal of increasing their overall spend.
These products are backed by a scaled and extensible advertising technology platform. To establish the price of an individual ad click, we run an auction for each advertising placement, which resulted in an average of nearly 18 million auctions per day in 2024.
Our portfolio of products and attribution capabilities leverage first-party data to provide advertising solutions across categories and each stage of the consumer funnel, both on and off platform. These products are backed by a scaled and extensible advertising technology platform. To establish the price of an individual ad click, we run an auction for each advertising placement.
In addition to its size, our audience has high purchase intent and is generally affluent — as of December 2024, we estimate that over 50% of our audience has annual household income of more than $100,000. • A broad-based local advertising platform and sophisticated advertising technology .
In addition to its size, we believe our audience has high purchase intent and is generally affluent. • A broad-based local advertising platform and sophisticated advertising technology . Our large consumer audience supports a broad-based advertising model with products designed to meet the needs of businesses of all sizes.
Logo Logo provides businesses with the ability to display their logos in high-visibility locations, including prominently at the top of Yelp business pages and in search results. Nearby Jobs Nearby Jobs provides businesses with the ability to see a dynamic feed of job quote requests in their area of business.
Logo Logo provides businesses with the ability to display their logos in high-visibility locations, including prominently at the top of Yelp business pages and in search results. 3 Table of Contents Other We generate other revenue through subscription services, licensing payments for access to Yelp data, transactions and other non-advertising arrangements.
The products covered by these arrangements include Yelp Ads as well as all of our business profile products. 5 Table of Contents Technology We rely on a set of core technologies that enable us to be a trusted local resource for consumers and a partner in success to businesses of all sizes.
Technology We rely on a set of core technologies that enable us to be a trusted local resource for consumers and a partner in success to businesses of all sizes. We provide scalable services across platforms and devices using a combination of proprietary, open source and third-party technology solutions and products: • Anticipating Consumer Needs .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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For example, “anti-ESG” sentiment has gained momentum across the United States in recent years, with several states and policymakers having proposed or enacted anti-ESG policies, legislation or initiatives. In addition, the Trump Administration recently issued executive orders targeting certain DEI initiatives in the private sector.
For example, “anti-ESG” sentiment has gained momentum across the United States in recent years, with several states and policymakers having proposed or enacted anti-ESG policies, legislation or initiatives. In addition, the Trump Administration has issued executive orders targeting certain DEI initiatives in the private sector.
Our vendor agreements may not contain limitations of liability, and even where they do, there can be no assurance that such provisions will be sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.
Our agreements may not contain limitations of liability, and even where they do, there can be no assurance that such provisions will be sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations.
In addition to the factors discussed in these Risk Factors and elsewhere in this Annual Report, factors that may cause volatility in our share price include: • the impact of the current adverse macroeconomic conditions, as well as the timing and pace of the recovery; • actual or anticipated fluctuations in our financial condition and operating results; • changes in projected operating and financial results; • actual or anticipated changes in our growth rate relative to our competitors; • repurchases of our common stock pursuant to our stock repurchase program, which could also cause our stock price to be higher that it would be in the absence of such a program and could potentially reduce the market liquidity for our stock; • announcements of changes in strategy; • announcements of technological innovations or new offerings by us or our competitors; 37 Table of Contents • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments; • additions or departures of key personnel; • actions of securities analysts who cover our company, such as publishing research or forecasts about our business (and our performance against such forecasts), changing the rating of our common stock or ceasing coverage of our company; • investor sentiment, including that of derivatives traders, with respect to us or our competitors, business partners and industry in general; • any disruption to the proper operation of our network infrastructure or compromise of our security measures; • any failure to maintain effective controls or difficulties encountered in their implementation or improvement; • reporting on our business by the financial media, including television, radio and press reports and blogs; • fluctuations in the value of companies perceived by investors to be comparable to us; • changes in the way we measure our key metrics, such as our new methodology for measuring traffic to our website; • sales of our common stock; • changes in laws or regulations applicable to our solutions; • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and • general economic and market conditions such as recessions or interest rate changes.
In addition to the factors discussed in these Risk Factors and elsewhere in this Annual Report, factors that may cause volatility in our share price include: • the impact of adverse macroeconomic conditions on local economies, including the current challenging operating environment for local businesses, as well as the timing and pace of recovery; • actual or anticipated fluctuations in our financial condition and operating results; • changes in projected operating and financial results; • actual or anticipated changes in our growth rate relative to our competitors; • repurchases of our common stock pursuant to our stock repurchase program, which could also cause our stock price to be higher that it would be in the absence of such a program and could potentially reduce the market liquidity for our stock; • announcements of changes in strategy; • announcements of technological innovations or new offerings by us or our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments; • additions or departures of key personnel; • actions of securities analysts who cover our company, such as publishing research or forecasts about our business (and our performance against such forecasts), changing the rating of our common stock or ceasing coverage of our company; 37 Table of Contents • investor sentiment, including that of derivatives traders, with respect to us or our competitors, business partners and industry in general; • any disruption to the proper operation of our network infrastructure or compromise of our security measures; • any failure to maintain effective controls or difficulties encountered in their implementation or improvement; • reporting on our business by the financial media, including television, radio and press reports and blogs; • fluctuations in the value of companies perceived by investors to be comparable to us; • changes in the way we measure our key metrics, such as our new methodology for measuring traffic to our website; • sales of our common stock; • changes in laws or regulations applicable to our solutions; • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and • general economic and market conditions such as recessions or interest rate changes.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our Board to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock; • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our Board, the Chair of our Board or our Chief Executive Officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our Board; • prohibit cumulative voting in the election of directors; • provide that vacancies on our Board may be filled only by a majority of directors then in office, even though less than a quorum; and • require the approval of our Board or the holders of a supermajority of our outstanding shares of capital stock to amend our bylaws and certain provisions of our amended and restated certificate of incorporation.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: • authorize our Board to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock; 38 Table of Contents • require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; • specify that special meetings of our stockholders can be called only by our Board, the Chair of our Board or our Chief Executive Officer; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our Board; • prohibit cumulative voting in the election of directors; • provide that vacancies on our Board may be filled only by a majority of directors then in office, even though less than a quorum; and • require the approval of our Board or the holders of a supermajority of our outstanding shares of capital stock to amend our bylaws and certain provisions of our amended and restated certificate of incorporation.
We are also increasingly using AI tools to support our business operations, such as AI software coding assistants and AI features of other tools used in our operations, including tools used in third-party risk management, security and human resources software.
We are also increasingly using AI tools to support our business operations, such as AI software coding tools and AI features of other tools used in our operations, including tools used in third-party risk management, security and human resources software.
The display, including rankings, of unpaid search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently.
The display, including rankings and links, of unpaid search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently.
Our advertising revenue could be impacted by a number of other factors, including, but not limited to: • the perceived effectiveness and acceptance of online advertising generally, particularly among SMBs that may have less experience with it; • our ability to drive traffic to our platform, which remains below pre-pandemic levels, and increase user engagement, including engagement with the ads displayed on our platform; • challenging macroeconomic conditions or trends that negatively impact consumer demand, such as the current inflationary environment and consumers visiting many types of businesses less frequently than prior to the pandemic; • the effectiveness of our ad targeting technology and tools for advertisers to optimize their campaigns; • our ability to innovate and introduce enhanced products meeting advertiser expectations; • product changes or inventory management decisions we may make that change the size, format, frequency or relative prominence of ads displayed on our platform; • the widespread adoption of any technologies that make it more difficult for us to deliver ads, such as ad-blocking programs; • loss of advertising business to our competitors, including if competitors offer lower priced or more integrated products; • the prevalence of low-quality or invalid traffic on our platform, such as robots and spiders, which we have discovered in the past and expect to discover in the future, and our ability to detect and prevent click fraud or other invalid clicks on ads; • our reputation and perceptions regarding our platform, including of the ratings and reviews that businesses receive from our users — favorable ratings and reviews could be perceived as obviating the need to advertise, while unfavorable ratings and reviews could discourage businesses from advertising to an audience that they perceive as hostile; • the size and productivity of our sales force, which may be affected by a range of factors, not all of which are within our control; • the degree to which businesses choose to reach users through our free products in lieu of our paid products and services; and • the pricing of our products, including the CPCs determined by our auction system, which have increased in recent quarters even as we have delivered fewer ad clicks.
Our advertising revenue could be impacted by a number of other factors, including, but not limited to: • the perceived effectiveness and acceptance of online advertising generally, particularly among SMBs that may have less experience with it; • our ability to drive traffic to our platform, which remains below pre-pandemic levels, and increase user engagement, including engagement with the ads displayed on our platform; • challenging macroeconomic conditions or trends that negatively impact consumer demand, such as the current inflationary environment, which we believe began negatively impacting demand from Services advertisers in 2025, and consumers visiting many types of businesses less frequently than prior to the pandemic; • the effectiveness of our ad targeting technology and tools for advertisers to optimize their campaigns; • our ability to innovate and introduce enhanced products meeting advertiser expectations; • product changes or inventory management decisions we may make that change the size, format, frequency or relative prominence of ads displayed on our platform; • the widespread adoption of any technologies that make it more difficult for us to deliver ads, such as ad-blocking programs; • loss of advertising business to our competitors, including if competitors offer lower priced or more integrated products; • the prevalence of low-quality or invalid traffic on our platform, such as robots and spiders, which we have discovered in the past and expect to discover in the future, and our ability to detect and prevent click fraud or other invalid clicks on ads; • our reputation and perceptions regarding our platform, including of the ratings and reviews that businesses receive from our users — favorable ratings and reviews could be perceived as obviating the need to advertise, while unfavorable ratings and reviews could discourage businesses from advertising to an audience that they perceive as hostile; • the size and productivity of our sales force, which may be affected by a range of factors, not all of which are within our control; 17 Table of Contents • the degree to which businesses choose to reach users through our free products in lieu of our paid products and services; and • the pricing of our products, including the CPCs determined by our auction system, which have increased in recent quarters even as we have delivered fewer ad clicks.
If a published U.S. dollar SOFR is unavailable, the interest rates on our debt indexed to SOFR will be determined using one of the alternative methods, any of which could, if the revolver is drawn, result in interest obligations that are more than the current form, which could have a material adverse effect on our financing costs.
If a published U.S. dollar SOFR is unavailable, the interest rates on our debt indexed to SOFR will be determined using one of the alternative methods, any of which could, at any time the revolver is drawn, result in interest obligations that are more than the current form, which could have a material adverse effect on our financing costs.
For example, we have been the target of distributed denial of service (“DDoS”) attacks and our employees are subject to phishing attempts from time to time.
For example, we have been the target of distributed denial of service attacks and our employees are subject to phishing attempts from time to time.
For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduce our ability to target and measure advertising. While these changes currently impact only a small portion of our advertising business, they could limit our ability to expand the relevant advertising products in the future.
For example, in 2021, Apple made certain changes to its products and data use policies in connection with changes to its iOS operating system that reduced our ability to target and measure advertising. While these changes currently impact only a small portion of our advertising business, they could limit our ability to expand the relevant advertising products in the future.
We believe the performance of our RR&O categories in 2024 was primarily due to the challenging operating environment businesses in these categories continue to face, including supply chain issues, inflation and its impact on consumer spending, labor shortages and an increased cost of labor.
We believe the performance of our RR&O categories in 2025 was primarily due to the challenging operating environment businesses in these categories continue to face, including supply chain issues, inflation and its impact on consumer spending, labor shortages and an increased cost of labor.
Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that have reduced the prominence of links to our platform and negatively impacted our traffic, and we expect they will continue to make such changes from time to time in the future.
Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that have reduced the prominence of links to our platform and negatively impacted the volume and quality our traffic, and we expect they will continue to make such changes from time to time in the future.
For example, we rely on third parties for data about local businesses, mapping functionality, payment processing, information technology and systems, network infrastructure and administrative software solutions. We also rely on partnership integrations for various transactions available through Yelp, including Grubhub for food-ordering services.
For example, we rely on third parties for data about local businesses, mapping functionality, payment processing, information technology and systems, network infrastructure and administrative software solutions. We also rely on partnership integrations for various transactions available through Yelp, including DoorDash for food-ordering services.
As a result of these dynamics, as well as the maturation of our business and our high penetration rates in most major geographic markets within the United States and Canada, we generally expect our traffic to continue fluctuating and decrease in certain periods going forward.
As a result of these dynamics, as well as the maturation of our business and our high penetration rates in most major geographic markets within the United States and Canada, we generally expect our traffic to decrease in certain periods going forward.
In addition, government authorities could also initiate legal or regulatory actions against us in connection with such incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices.
In addition, governmental authorities could also initiate legal or regulatory actions against us in connection with such incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices.
If a court were to find either exclusive-forum provision to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business. Future sales of our common stock in the public market could cause our share price to decline.
If a court were to find either exclusive-forum provision to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm our business. 39 Table of Contents Future sales of our common stock in the public market could cause our share price to decline.
We rely heavily on Internet search engines, such as Google, to drive traffic to our platform through their unpaid search results and on application marketplaces, such as Apple’s App Store and Google’s Play, to drive downloads of our applications.
We rely heavily on Internet search engines, including primarily Google, to drive traffic to our platform through their unpaid search results and on application marketplaces, such as Apple’s App Store and Google’s Play, to drive downloads of our applications.
Consumers also may not find the content on our platform to be valuable if they do not perceive it as relevant, helpful or reliable. For example, we believe consumers consider AI-created reviews to be less trustworthy than reviews written by reviewers themselves, and we cannot guarantee that we will identify and remove all such reviews.
Consumers also may not find the content on our platform to be valuable if they do not perceive it as relevant, helpful or reliable. For example, we believe consumers consider AI-created reviews to be less trustworthy than reviews written by humans, and we cannot guarantee that we will identify and remove all such reviews.
We will continue to monitor the developments and assess any impacts on our long-term tax planning and consolidated financial statements. 34 Table of Contents In addition, the taxing authorities in the United States and other jurisdictions where we do business regularly examine our income and other tax returns. The ultimate outcome of these examinations cannot be predicted with certainty.
We will continue to monitor the developments and assess any impacts on our long-term tax planning and consolidated financial statements. In addition, the taxing authorities in the United States and other jurisdictions where we do business regularly examine our income and other tax returns. The ultimate outcome of these examinations cannot be predicted with certainty.
If our automated software does not recommend helpful content or recommends unhelpful content, consumers may reduce or stop their use of our platform. Even if we are successful in our efforts to generate, maintain and recommend valuable content, our ability to attract consumer traffic may nonetheless be harmed if consumers can find equivalent content through other services.
If our automated software does not recommend helpful content or recommends unhelpful content, consumers may reduce or stop their use of our platform. 24 Table of Contents Even if we are successful in our efforts to generate, maintain and recommend valuable content, our ability to attract consumer traffic may nonetheless be harmed if consumers can find equivalent content through other services.
If Apple were to offer products competitive with ours, such as local business reviews, our relationship with Apple would be negatively impacted and our longstanding partnership may be difficult to maintain as a result.
If Apple were to offer products competitive with ours, such as local business reviews, our relationship with Apple would be negatively impacted and our longstanding partnership might be difficult to maintain as a result.
We may experience capacity constraints due to an overwhelming number of users accessing our platform simultaneously. It may become increasingly difficult to maintain and improve the availability of our platform, especially during peak usage times, as our products become more complex and our traffic increases. • Human or Software Errors .
We may experience capacity constraints due to an overwhelming number of users accessing our platform simultaneously. It may become increasingly difficult to maintain and improve 26 Table of Contents the availability of our platform, especially during peak usage times, as our products become more complex and our traffic increases. • Human or Software Errors .
Any litigation of this nature, regardless of outcome or merit, 29 Table of Contents could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results. Some of our products contain open source software, each of which may pose particular risks to our proprietary software and solutions.
Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results. Some of our products contain open source software, each of which may pose particular risks to our proprietary software and solutions.
Various jurisdictions have also unilaterally enacted or are considering a digital services tax on companies that generate revenues from the provision of digital services. These ongoing efforts to modernize the international tax framework and address the digitalization of the global economy could increase our future tax obligations.
Various jurisdictions have also unilaterally enacted or are considering a digital services tax on companies that generate revenues from the pr ovision of digital services. These ongoing efforts to modernize the international tax framework and address the digitalization of the global economy could increase our future tax obligations.
We may also need to improve our operational, financial and management systems and processes to support our large and distributed workforce, which may require significant capital expenditures and allocation of valuable management and employee 22 Table of Contents resources, as well as subject us to the risk of over-expanding our operating infrastructure.
We may also need to improve our operational, financial and management systems and processes to support our large and distributed workforce, which may require significant capital expenditures and allocation of valuable management and employee resources, as well as subject us to the risk of over-expanding our operating infrastructure.
The effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements and disclosures made by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed.
The effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the 23 Table of Contents accuracy and completeness of statements and disclosures made by the companies we acquire or their representatives, as well as the limited amount of time in which acquisitions are executed.
Any of these or other factors could result in a reduction in demand for our products, which would negatively affect our revenue and operating results. 17 Table of Contents Our strategy to grow our business may not be successful and may expose us to additional risks.
Any of these or other factors could result in a reduction in demand for our products, which would negatively affect our revenue and operating results. Our strategy to grow our business may not be successful and may expose us to additional risks.
Over the last several years, the Organization for Economic Co-operation and Development has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in certain countries where we do business.
Over the last several years, the Organization for Economic Co-operation and Development (“OECD”) has been working on a Base Erosion and Profit Shifting Project with model rules that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in certain countries where we do business.
For example, users may be unwilling to contribute content as a result 23 Table of Contents of concerns that they may be harassed or sued by the businesses they review, instances of which have occurred in the past and may occur again in the future.
For example, users may be unwilling to contribute content as a result of concerns that they may be harassed or sued by the businesses they review, instances of which have occurred in the past and may occur again in the future.
While we believe we comply with these requirements, these third parties generally retain discretion to interpret them and may discontinue our access to such products and services, which would harm 36 Table of Contents our business. We also publish privacy policies, marketing materials and other statements, such as compliance with certain third-party certifications, regarding data privacy and security.
While we believe we comply with these requirements, these third parties generally retain discretion to interpret them and may discontinue our access to such products and services, which would harm our business. We also publish privacy policies, marketing materials and other statements, such as compliance with certain third-party certifications, regarding data privacy and security.
In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or controls on the origin of the software.
In addition to risks related to 29 Table of Contents license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or controls on the origin of the software.
Such disclosures and related 28 Table of Contents actions can be costly, and the disclosure or the failure to comply with such applicable requirements could lead to adverse consequences. We are increasingly using AI technologies on our platform and in our business operations, which involves significant risks and may not provide the expected benefits to our business.
Such disclosures and related actions can be costly, and the disclosure or the failure to comply with such applicable requirements could lead to adverse consequences. We are increasingly using AI technologies on our platform and in our business operations, which involves significant risks and may not provide the expected benefits to our business.
Moreover, our strategy to grow our business involves significant risks and executing on it may prove more difficult than we currently anticipate. Our revenue has also been significantly negatively impacted as businesses reduced their advertising spending as a result of adverse macroeconomic conditions.
Moreover, our strategy to grow our business involves significant risks and executing on it may prove more difficult than we currently anticipate. Our revenue has also been significantly negatively impacted as businesses reduced their advertising spending as a result of the adverse macroeconomic conditions impacting local economies.
Although we have developed systems and processes that are designed to protect our data and prevent data loss and other security breaches, the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often are not recognized until launched against a target or long after, and may originate from sources that cannot be meaningfully deterred or prosecuted, such as sophisticated nation states and nation-state-supported actors.
Although we have developed systems and processes that are designed to detect, mitigate and remediate vulnerabilities in our information systems to protect our data and prevent data loss and other security breaches, the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often are not recognized until launched against a target or long after, and may originate from sources that cannot be meaningfully deterred or prosecuted, such as sophisticated nation states and nation-state-supported actors.
If we fail to manage our hiring needs effectively, our efficiency and ability to meet our forecasts, as well as employee morale, productivity and retention, could suffer, and our business and operating results could be adversely affected. 20 Table of Contents We face intense competition in rapidly evolving markets, and expect competition to increase in the future.
If we fail to manage our hiring needs effectively, our efficiency and ability to meet our forecasts, as well as employee morale, productivity and retention, could suffer, and our business and operating results could be adversely affected. We face intense competition in rapidly evolving markets, and expect competition to increase in the future.
We operate in 35 Table of Contents a rapidly evolving industry, and many laws and regulations that impact our business are being proposed, are still evolving or are being tested in courts, which adds to the complexity of operating our business.
We operate in a rapidly evolving industry, and many laws and regulations that impact our business are being proposed, are still evolving or are being tested in courts, which adds to the complexity of operating our business.
It is not possible for us to predict the remaining duration of the current adverse macroeconomic conditions, or the duration or magnitude of the resulting adverse impact on our business. We expect that our business will continue to be significantly adversely affected for the duration of any recessionary period or protracted economic downturn.
It is not possible for us to predict the remaining duration of the current adverse economic conditions facing local economies, or the duration or magnitude of the resulting adverse impact on our business. We expect that our business will continue to be significantly adversely affected for the duration of any recessionary period or protracted economic downturn.
Other factors that could adversely affect our traffic and user engagement include, but are not limited to: • our reliance on Internet search engines ; 18 Table of Contents • other adverse macroeconomic conditions and their negative impact on consumer spending at local businesses ; • if users have difficulty installing, updating or otherwise accessing our platform as a result of actions by us or third parties that we rely on to distribute our products, such as application marketplaces and device manufacturers ; • if users engage with other products, services or activities as an alternative to our platform; • if we fail to introduce new and improved products or features that users find engaging, or we introduce new products or features that do not effectively address consumer needs or otherwise alienate consumers; • the quantity and quality of the content contributed by our users, as well as the perceived distribution of such content across the categories of businesses on our platform ; • increasing competition in the market for information regarding local businesses ; • our ability to manage and prioritize information to ensure users are presented with content that is relevant and helpful to them, including through the effective operation of our automated recommendation software; • technical or other problems that negatively impact the availability and reliability of our platform or otherwise affect the user experience, including as a result of infrastructure performance problems and security breaches ; • if users believe that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance and prominence of the advertising we display; • the adoption of any laws or regulations that adversely affect the growth, popularity or use of our platform or the Internet in general, such as the repeal of Internet neutrality regulations in the United States; • any actions taken by companies with significant market power in the broadband and Internet marketplace that degrade, disrupt or increase the cost of user access to our products and services; and • if we do not maintain our brand image or our reputation is damaged .
Other factors that could adversely affect our traffic and user engagement include, but are not limited to: • our reliance on Internet search engines ; • other adverse macroeconomic conditions and their negative impact on consumer spending at local businesses ; • if users engage with other products, services or activities as an alternative to our platform; • if consumers use AI-powered features of search engines, such as Google’s AI Overviews and AI Mode, AI chatbots or other AI platforms instead of traditional search engines, as these tools often present their results in a format that de-emphasizes links to our platform; 18 Table of Contents • if users have difficulty installing, updating or otherwise accessing our platform as a result of actions by us or third parties that we rely on to distribute our products, such as application marketplaces and device manufacturers ; • if we fail to introduce new and improved products or features that users find engaging, or we introduce new products or features that do not effectively address consumer needs or otherwise alienate consumers; • the quantity and quality of the content contributed by our users, as well as the perceived distribution of such content across the categories of businesses on our platform ; • increasing competition in the market for information regarding local businesses ; • our ability to manage and prioritize information to ensure users are presented with content that is relevant and helpful to them, including through the effective operation of our automated recommendation software; • technical or other problems that negatively impact the availability and reliability of our platform or otherwise affect the user experience, including as a result of infrastructure performance problems and security breaches ; • if users believe that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance and prominence of the advertising we display; • the adoption of any laws or regulations that adversely affect the growth, popularity or use of our platform or the Internet in general, such as the repeal of Internet neutrality regulations in the United States; • any actions taken by companies with significant market power in the broadband and Internet marketplace that degrade, disrupt or increase the cost of user access to our products and services; and • if we do not maintain our brand image or our reputation is damaged .
We also face risks associated with security incidents, including security breaches, affecting our third-party partners and service providers. Our ability to monitor these third parties’ information security practices is limited and they may not have adequate information security measures in place.
We also face risks associated with security incidents, including security breaches, affecting our third-party partners and service providers. Our ability to monitor these third parties’ information security practices is limited and they may not have 27 Table of Contents adequate information security measures in place.
For example, our failure or perceived failure to comply with applicable laws and regulations may result, and in some cases has resulted, in inquiries and other proceedings, lawsuits and actions against us by governments, regulators or others.
For example, our failure or perceived 36 Table of Contents failure to comply with applicable laws and regulations may result, and in some cases has resulted, in inquiries and other proceedings, lawsuits and actions against us by governments, regulators or others.
In such instance, we 39 Table of Contents would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation and bylaws.
In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation and bylaws.
We have experienced, and expect to continue to experience, fluctuations and declines in our traffic from time to time for a variety of reasons. For example, because a substantial majority of our traffic goes to our RR&O categories and RR&O traffic is particularly sensitive to changes in consumer confidence levels, our overall traffic levels generally fluctuate with macroeconomic conditions.
We have experienced, and expect to continue to experience, declines in our traffic in certain periods for a variety of reasons. For example, because a substantial majority of our traffic goes to our RR&O categories and RR&O traffic is particularly sensitive to changes in consumer confidence levels, our overall traffic levels generally fluctuate with macroeconomic conditions.
Adverse macroeconomic conditions may make this more difficult, particularly when such macroeconomic conditions disproportionately affect the SMBs on which we rely, as was the case with the economic impact of the COVID-19 pandemic. Many businesses continue to face supply chain issues, inflation, inventory and labor shortages, and an increased cost of labor.
Adverse macroeconomic conditions may make this more difficult, particularly when such macroeconomic conditions disproportionately affect the local economies, including SMBs, on which we rely, as was the case with the economic impact of the COVID-19 pandemic. Many businesses continue to face supply chain issues, inflation, inventory and labor shortages, and an increased cost of labor, among other challenges.
These operations may be negatively affected by a range of external factors that are not within our control, including catastrophic events, such as earthquakes or fires, and public health crises, such as the COVID-19 pandemic.
These operations may be negatively affected by a range of external factors that are not within our control, including catastrophic events, such as earthquakes or fires, and public health crises.
These companies may use these advantages to offer products similar to ours at a lower price, develop different products to compete with our current solutions, and respond more quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements.
These companies may use these advantages to offer products similar to ours at a lower price, develop different products or partner with our existing or potential partners (to our exclusion) to compete with our current solutions, and respond more quickly and effectively than we do to new or changing opportunities, technologies, standards or client requirements.
We are increasingly incorporating AI and AI-generated content into our platform, products and services, including using it to recommend relevant content to our users, facilitate transactions, summarize content, and enhance our advertising products and systems, among other uses.
We are increasingly incorporating AI and AI-generated content into our platform, products and services, including using it to recommend relevant content to our users, provide call answering services to businesses, facilitate transactions, summarize content, and enhance our advertising products and systems, among other uses.
Even if we are able to integrate the operations of any acquired company successfully, we may not realize the full benefits of synergies, cost savings, innovation and operational efficiencies that may be possible from the transaction, or we may not achieve these benefits within a reasonable period of time.
We cannot assure you that these investments will be successful. Even if we are able to integrate the operations of any acquired company successfully, we may not realize the full benefits of synergies, cost savings, innovation and operational efficiencies that may be possible from the transaction, or we may not achieve these benefits within a reasonable period of time.
In addition to the other risk factors discussed in this section, factors that may contribute to the volatility of our operating results include: • the impact of macroeconomic conditions, including the current uncertain economic environment, as well as the resulting effect on consumer spending at local businesses and the level of advertising spending by local businesses; • changes in advertiser budgets or their ability to pay for our products, including due to the impact of adverse macroeconomic conditions; • changes in consumer behavior with respect to local businesses, such as increased demand for food delivery; • changes in the products we offer and the market acceptance of those products and online advertising solutions generally; • changes or updates to our business strategies; • changes in our pricing policies and terms of contracts, whether initiated by us or as a result of competition; • changes in the markets in which we operate, such as the wind down of our international sales and marketing operations to focus on our core markets of the United States and Canada; • cyclicality and seasonality, which has become more pronounced since we transitioned to non-term contracts and may become further pronounced as our growth rate slows; • the effects of changes in search engine placement and prominence; 30 Table of Contents • the adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, such as the repeal of Internet neutrality regulations in the United States; • the success of our sales and marketing efforts; • adverse litigation judgments, settlements or other litigation-related costs, including the costs associated with investigating and defending claims; • interruptions in service and any related impact on our reputation; • changes in our tax rates or exposure to additional tax liabilities; • new accounting pronouncements or changes in existing accounting standards and practices; and • the effects of natural or man-made catastrophic events.
In addition to the other risk factors discussed in this section, factors that may contribute to the volatility of our operating results include: • the impact of macroeconomic conditions on local economies, including the current uncertain economic environment, as well as the resulting effect on consumer spending at local businesses and the level of advertising spending by local businesses; • changes in advertiser budgets or their ability to pay for our products, including due to the impact of adverse macroeconomic conditions; • changes in consumer behavior with respect to local businesses, such as increased demand for food delivery; • changes in the products we offer and the market acceptance of those products and online advertising solutions generally; • changes or updates to our business strategies; • changes in our pricing policies and terms of contracts, whether initiated by us or as a result of competition; • changes in the markets in which we operate, such as the wind down of our international sales and marketing operations to focus on our core markets of the United States and Canada; • cyclicality and seasonality, which may become further pronounced as our growth rate slows; • the effects of changes in search engine placement and prominence, such as Google’s incorporation of AI-generated responses to search queries above its organic search results; • the adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, such as the repeal of Internet neutrality regulations in the United States; • the success of our sales and marketing efforts; • adverse litigation judgments, settlements or other litigation-related costs, including the costs associated with investigating and defending claims; • interruptions in service and any related impact on our reputation; • changes in our tax rates or exposure to additional tax liabilities; • new accounting pronouncements or changes in existing accounting standards and practices; and • the effects of natural or man-made catastrophic events. 30 Table of Contents We rely on data from internal tools to calculate our performance metrics.
In addition, we have historically benefited from the integration of our content into Apple Maps driving a significant amount of traffic to our website and downloads of our application.
For example, we have historically benefited from the integration of our content into Apple Maps driving a significant amount of traffic to our website and downloads of our application.
Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program. Cyber-attacks continue to evolve in sophistication and volume, and may be inherently difficult to detect.
Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program. Cyber-attacks continue to evolve in sophistication and volume, are increasingly difficult to detect, and may be enhanced or facilitated by AI.
We rely on data from internal tools to calculate our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business. We track our key performance metrics with internal tools, which are not independently verified by any third party.
Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business. We track our key performance metrics with internal tools, which are not independently verified by any third party.
Should our traffic growth rate slow or decline, our business and financial performance will become increasingly dependent on driving user engagement on our platform and with the ads that we display, which we may not do successfully.
Should our traffic continue to decline, our business and financial performance will become increasingly dependent on driving user engagement on our platform and with the ads that we display, which we may not do successfully.
As a result, Google’s promotion of its own competing products, or similar actions by Google in the future that have the effect of reducing our prominence or ranking on its search results — such as its incorporation of AI-generated responses to search queries above its web search results — could have a substantial negative effect on our business and results of operations.
As a result, Google’s promotion of its own competing products, or similar actions by Google in the future that have the effect of reducing our prominence or ranking on its search results — such as its presentation of AI-generated responses to search queries in a manner that de-emphasizes links to our platform — could have a substantial negative effect on our business and results of operations.
Since we implemented our stock repurchase program in July 2017, our Board has authorized the repurchase of up to an aggregate of $1.95 billion of our common stock, of which $304.7 million remained available as of February 18, 2025 and which does not have an expiration date.
Since we implemented our stock repurchase program in July 2017, our Board has authorized the repurchase of up to an aggregate of $2.45 billion of our common stock, of which $513.7 million remained available as of February 17, 2026 and which does not have an expiration date.
In addition, our processes and controls may not comply with evolving standards for identifying, measuring and reporting ESG metrics, including ESG-related disclosures that may be required of businesses of our size by regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals or ability to achieve such goals in the future. 26 Table of Contents Risks Related to Our Technology and Intellectual Property Our business is dependent on the uninterrupted and proper operation of our technology and network infrastructure.
In addition, our processes and controls may not comply with evolving standards for identifying, measuring and reporting ESG metrics, including ESG-related disclosures that may be required of businesses of our size by regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals or ability to achieve such goals in the future.
We cannot predict the remaining duration of the current adverse economic conditions or the duration or magnitude of the adverse impact on our revenue; however, we expect the challenges facing RR&O businesses to persist and have a significant adverse impact on our results of operations in 2025.
We cannot predict the remaining duration of the current adverse 31 Table of Contents economic conditions or the duration or magnitude of the adverse impact on our revenue; however, we expect the challenges facing local economies to persist and have a significant adverse impact on our results of operations in 2026.
We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. We have a limited operating history at the current scale of our business in an evolving industry that may not develop as expected, if at all.
We operate in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. We operate in an evolving industry that may not develop as expected, if at all.
Any future debt financing we secure could involve restrictive covenants relating to our capital raising 33 Table of Contents activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.
Any future debt financing we secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all.
As in the case of the expiration or termination of any of our agreements with third-party providers, transitioning from one partner or provider to another could subject us to operational delays and inefficiencies and we may not be able to replace the services provided to us in a timely manner or on terms that are favorable to us, if at all.
As in the case of the expiration or termination of any of our agreements with third-party providers, transitioning from one partner or provider to another could subject us to operational delays and inefficiencies and we may not be able to replace the services provided to us in a timely manner or on terms that are favorable to us, if at all. 21 Table of Contents In addition, we exercise limited control over our third-party partners and vendors, which makes us vulnerable to any errors, interruptions or delays in their operations.
If we are unable to maintain adequate revenue growth and to manage our expenses, we may continue to incur significant losses in the future and may not be able to maintain profitability.
If we are unable to maintain adequate revenue growth and to manage our expenses, we may continue to incur significant losses in the future and may not be able to maintain profitability. If we default on our credit obligations, our business, revenue and financial results could be harmed.
These conditions have had , and may continue to have, a significant adverse impact on our business and revenue; for example, we believe these macroeconomic pressures have been responsible for the weakness in advertiser demand in our RR&O categories we have been 16 Table of Contents experiencing since late December 2023.
These conditions have had , and we expect them to continue to have, a significant adverse impact on our business and revenue; for example, we believe the challenging operating environment resulting from these macroeconomic pressures has been responsible for the weakness in advertiser demand in our RR&O categories we have been experiencing since late December 2023.
While we cannot predict the remaining duration of the current adverse macroeconomic conditions or the duration or magnitude of their impact on our traffic, we expect RR&O traffic to remain challenged in 2025.
While we cannot predict the remaining duration of the current uncertain economic conditions or the duration or magnitude of their impact on our traffic, we expect traffic to remain challenged in 2026.
For example, unless we believe that a review violates our terms of service, such as reviews that contain hate speech or bigotry, we will allow the review to remain on our platform, even if the business disputes its accuracy.
Any decisions we make that prioritize consumers may negatively impact our relationship with existing or prospective advertisers. For example, unless we believe that a review violates our terms of service, such as reviews that contain hate speech or bigotry, we will allow the review to remain on our platform, even if the business disputes its accuracy.
For example, in November 2024, we acquired RepairPal to expand our offerings in the auto services category. Similarly, we may pursue investments in privately held companies in furtherance of our strategic objectives. We have limited experience as a company in the complex processes of acquiring and investing in businesses and technologies.
For example, in February 2026, we acquired Hatch to advance our AI transformation and expand our subscription offerings to help Services businesses operationally. Similarly, we may pursue investments in privately held companies in furtherance of our strategic objectives. We have limited experience as a company in the complex processes of acquiring and investing in businesses and technologies.
Advertiser demand from RR&O businesses was weak throughout 2024, resulting in advertising revenue from RR&O businesses decreasing 3% year over year.
Advertiser demand from RR&O businesses remained weak throughout 2025, resulting in advertising revenue from RR&O businesses decreasing 6% year over year.
For example, we have encountered instances of reputation management companies falsely representing themselves as being affiliated with us when soliciting customers; this practice could be contributing to the perception that business owners can pay to manipulate reviews, rankings and ratings.
For example, we have encountered instances of reputation management companies falsely representing themselves as being affiliated with us when soliciting customers; this practice could be contributing to the perception that business owners can pay to manipulate reviews, rankings and ratings. We are committed to providing a great consumer experience, which may cause us to forgo short-term gains and advertising revenue.
We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business may be harmed.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business may be harmed. We may have exposure to greater than anticipated tax liabilities.
Item 1A. Risk Factors Risks Related to Our Business and Industry Adverse macroeconomic conditions — such as the current uncertain economic environment — have had, and may continue to have, a significant adverse impact on our business and results of operations, and also exposes our business to other risks.
Item 1A. Risk Factors Risks Related to Our Business and Industry Adverse macroeconomic conditions — particularly those affecting local economies — have had, and may continue to have, a significant adverse impact on our business and results of operations, and also exposes our business to other risks.
Our failure to achieve an adequate growth rate will adversely affect our business and results of operations. You should not rely on the revenue growth of any prior quarterly or annual period, or the net income we realize in certain periods, as an indication of our future performance.
You should not rely on the revenue growth of any prior quarterly or annual period, or the net income we realize in certain periods, as an indication of our future performance.
We and the third parties with whom we work are subject to numerous domestic and foreign laws and regulations that involve matters central to our business, including laws regarding privacy, data protection, data security, user-generated content and consumer protection, among others, as described in more detail under the section titled “ Business—Government Regulation .” For example, we are subject to numerous laws around the world that restrict the collection, use, storing, processing and disclosure of personal information and other user data.
We and the third parties with whom we work are subject to numerous domestic and foreign laws and regulations that involve matters central to our business, including laws regarding privacy, data protection, data security, user-generated content and consumer protection, among others, as described in more detail under the section titled “ Business—Government Regulation ” in Part I, Item 1 of this Annual Report.
As a result, we could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of our brand. Doing so could harm our brand recognition and adversely affect our business.
Whether or not our trademark applications are denied, third parties may claim that our trademarks infringe their rights. As a result, we could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of our brand. Doing so could harm our brand recognition and adversely affect our business.
Various “non-practicing entities” that own patents and other intellectual property rights also often aggressively attempt to assert claims in order to extract value from technology companies.
Companies in the Internet, technology and media industries own large numbers of patent and other intellectual property rights, and frequently enter into litigation. Various “non-practicing entities” that own patents and other intellectual property rights also often aggressively attempt to assert claims in order to extract value from technology companies.
Our Revolving Credit and Guaranty Agreement, dated April 28, 2023, with certain lenders and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Credit Agreement”), provides our lenders with a first-priority lien against substantially all of our domestic assets, including certain domestic intellectual property, and contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations.
The Credit Agreement provides our lenders with a first-priority lien against substantially all of our domestic assets, including certain domestic intellectual property, and contains financial covenants and other restrictions on our actions that limit our operational flexibility and may adversely affect our results of operations.
We have in the past and may in the future discover liabilities or deficiencies associated with the companies or assets we acquire or invest in that we did not identify in advance, which may result in significant unanticipated costs or losses.
We may also fail to accurately forecast the financial impact of a transaction, including tax and accounting charges. We have in the past and may in the future discover liabilities or deficiencies associated with the companies or assets we acquire or invest in that we did not identify in advance, which may result in significant unanticipated costs or losses.
This may divert the attention of our management and employees from other aspects of our business operations, and there can be no assurance that we will be able to continue to realize the intended benefits of any given partnership. 21 Table of Contents It is possible that third-party providers and strategic partners may not be able to devote the resources we expect to the relationships.
This may divert the attention of our management and employees from other aspects of our business operations, and there can be no assurance that we will be able to continue to realize the intended benefits of any given partnership.
Aspects of the DSA, OSA and other new and emerging laws concerning content moderation and transparency, including at the state and federal levels in the United States, remain unclear and we may be required to modify our policies and practices further in an effort to comply with them.
Aspects of the DSA, OSA and other new and emerging laws concerning content moderation and transparency, including at the state and federal levels in the United States, remain unclear and we may be required to modify our policies and practices further in an effort to comply with them. 35 Table of Contents Regulatory frameworks for privacy issues and behavioral advertising are also currently in flux worldwide and are trending toward more restrictive obligations.
The resulting promotion of Google’s own competing products ahead of its web search results has negatively impacted the prominence of links to our platform. Because Google in particular is the most significant source of traffic to our website, our success depends on our ability to maintain a prominent presence in search results for queries regarding local businesses on Google.
Because Google in particular is the most significant source of traffic to our website, our success depends on our ability to maintain a prominent presence in search results for queries regarding local businesses on Google.
While we have pursued a number of patent applications, we currently have only limited patent protection for our core business, which may make it more difficult to assert certain of our intellectual property rights.
We pursue the registration of our domain names, copyrights, trademarks and service marks in the United States and in certain jurisdictions abroad. While we have pursued a number of patent applications, we currently have only limited patent protection for our core business, which may make it more difficult to assert certain of our intellectual property rights.
While we believe the type of interstitial we currently use is not being penalized, we cannot guarantee that Google will not unexpectedly penalize our app install interstitials, causing links to our mobile website to be featured less prominently in Google’s mobile search results and harming traffic to our platform as a result.
While we believe the type of interstitial we currently use is not being penalized, we cannot guarantee that Google will not unexpectedly penalize our app install interstitials, causing links to our mobile website to be featured less prominently in Google’s mobile search results and harming traffic to our platform as a result. 19 Table of Contents In some instances, search engine companies and application marketplaces may change their displays or rankings in order to promote their own competing products or services or the products or services of one or more of our competitors.
We currently face, and we expect to face from time to time in the future, allegations that we have violated the rights of other parties, including patent, trademark, copyright and other intellectual property rights, privacy or data protection rights of our users, and the rights of current and former employees, users and business owners.
We currently face, and we expect to face from time to time in the future, allegations that we have violated the rights of other parties, including patent, trademark, copyright and other intellectual property rights, privacy or data protection rights of our users, and the rights of current and former employees, users and business owners. 34 Table of Contents The nature of our business also exposes us to claims relating to the information posted on our platform, including claims for defamation, libel, negligence and patent, copyright or trademark infringement, among others.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Depending on the environment, systems and data, we implement and maintain various technical, physical and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data.
Depending on the environment, application, systems and data, we implement and maintain various technical, physical and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data.
These include, as applicable to specific environments, systems and data, our Security Incident Response Plan, our Vulnerability Management Policy, data encryption, network security controls and data segregation. • Vendor Management.
These include, as applicable to specific environments, systems and data, our Security Incident Response Plan, our Vulnerability Management Policy, data security policy, network security controls and data segregation. • Vendor Management.
We have implemented and maintain various information security measures, processes, standards and policies, as applicable, designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, as well as the data of our users, customers, partners and employees (“Information Systems and Data”): • Risk Identification and Assessment.
We have implemented and maintain various information security measures, processes, standards and policies, as applicable, designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, products, applications, internal- and third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, as well as the data of our users, customers, partners and employees (“Information Systems and Data”): • Risk Identification and Assessment.
Our Chief Technology Officer and members of the Engineering Security team typically meet bi-annually with the Audit Committee to review the Company’s significant cybersecurity threats and risks, as well as the processes the Company has implemented to address them. The Chair of the Audit Committee, in turn, reports to the full Board.
Our Chief Technology Officer and members of the Engineering Security team typically meet bi-annually with the Audit Committee to review the Company’s security and regulatory posture, including significant cybersecurity threats and risks, as well as the processes the Company has implemented to address them. The Chair of the Audit Committee, in turn, reports to the full Board.
Our Vulnerability Management Policy and Security Incident Response Plan are designed to escalate certain cybersecurity vulnerabilities and incidents, respectively, to members of management depending on the circumstances, including the Vice President, Director and other members of the Engineering Security team.
Our Vulnerability Management Policy and Security Incident Response Plan are designed to identify and manage certain cybersecurity vulnerabilities and incidents, respectively, while escalating to members of management depending on the circumstances, including the Vice President, Director and other members of the Engineering Security team.
For example, depending on the environment, system and data, we use manual and automated tools, including third-party cybersecurity software; subscription reports and services from threat intelligence service providers; scans of the threat environment; audits; and threat assessments. • Risk Management.
For example, depending on the environment, application, system and data, we use manual and automated tools, including third-party cybersecurity software; subscription reports and services from threat intelligence service providers; scans of the threat environment; audits; and threat assessments to identify potential risks and threats. • Risk Management.
For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see the section titled “ Risk Factors—If our security measures are compromised, or if our platform is subject to attacks that degrade or deny the ability of users to access our content, users may curtail or stop use of our platform. ” 41 Table of Contents Governance Our Board oversees the Company’s aggregate risk profile and risk management process.
For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see the section titled “ Risk Factors—Risks Related to Our Technology and Intellectual Property—If our security measures, or those of the third parties with whom we work, are compromised, or if our platform is subject to attacks that degrade or deny the ability of users to access our content, users may curtail or stop use of our platform. ” Governance Our Board oversees the Company’s aggregate risk profile and risk management process.
Hacktober consists of activities such as weekly trivia challenges to help educate employees about how they can securely access corporate systems, recognize and report phishing email attempts, and take other actions to protect Yelp. To test employee readiness, these teams also send simulated phishing emails that direct employees to additional training if they engage with the email contents.
Hacktober consists of activities such as weekly trivia challenges to help educate employees about how they can securely access corporate systems, recognize and report phishing email attempts, and take other actions to protect Yelp.
Our Security Incident Response Plan also provides for escalations to our General Counsel and other members of the Legal team, as well as for notification of our Chief Technology Officer. The Engineering Security team and other members of management work with the incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified.
The Engineering Security team and other members of management work with the incident detection and response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified.
At this time, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations or financial condition.
To test employee readiness, these teams also send simulated phishing emails that direct employees to additional training if they engage with the email contents. 40 Table of Contents At this time, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations or financial condition.
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When appropriate, our Security Incident Response Plan also provides for escalations to our Chief Legal Officer and other members of the Legal team, as well as for notification of our Chief Technology Officer.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Although the results of litigation and claims cannot be predicted with certainty, we currently do not believe that the final outcome of any of these matters will have a material effect on our business, financial position, results of operations or cash flows. 42 Item 4. Mine Safety Disclosures. Not applicable. 43 Table of Contents PART II
Item 3. Legal Proceedings. We are subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently do not believe that the final outcome of any of these matters will have a material effect on our business, financial position, results of operations or cash flows.
Item 3. Legal Proceedings. For information regarding material legal proceedings in which we are involved, see “Legal Proceedings” in Note 14, “ Commitments and Contingencies ,” of the Notes to Consolidated Financial Statements included in this Annual Report, which is incorporated herein by reference. We are also subject to legal proceedings arising in the ordinary course of business.
For more information, see “Legal 41 Table of Contents Proceedings” in Note 1 2 , “ Commitments and Contingencies ,” of the Notes to Consolidated Financial Statements included in this Annual Report, which is incorporated herein by reference. Item 4. Mine Safety Disclosures. Not applicable. 42 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Performance Graph We have presented below the cumulative total return to our stockholders during the period from December 31, 2019 through December 31, 2024 in comparison to the NYSE Composite Index and NYSE Arca Tech 100 Index.
Performance Graph We have presented below the cumulative total return to our stockholders during the period from December 31, 2020 through December 31, 2025 in comparison to the NYSE Composite Index and NYSE Arca Tech 100 Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock, par value $0.000001 per share, is listed on the NYSE under the symbol “YELP.” Stockholders As of the close of business on February 18, 2025, there were 32 stockholders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock, par value $0.000001 per share, is listed on the NYSE under the symbol “YELP.” Stockholders As of the close of business on February 17, 2026, there were 25 stockholders of record of our common stock.
The actual timing and amount of repurchases depend on a variety of factors, including liquidity, cash flow and market conditions.
Our stock repurchase program has no expiration date and will continue until otherwise suspended or terminated. The actual timing and amount of repurchases depend on a variety of factors, including liquidity, cash flow and market conditions.
Issuer Purchases of Equity Securities The following table summarizes our stock repurchase activity for the three months ended December 31, 2024 (in thousands except for price per share): Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program October 1 - October 31, 2024 739 $ 34.29 739 $ 367,919 November 1 - November 30, 2024 234 $ 36.21 234 $ 359,449 December 1 - December 31, 2024 734 $ 39.07 734 $ 330,759 (1) Since the initial authorization of our stock repurchase program in July 2017, our Board has authorized us to repurchase up to an aggregate of $1.95 billion of our outstanding common stock, including $500.0 million authorized on February 13, 2024, of which $304.7 million remained available for future repurchases on February 18, 2025.
The information under “Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference in any filing of Yelp under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report and irrespective of any general incorporation language in those filings. 43 Table of Contents Issuer Purchases of Equity Securities The following table summarizes our stock repurchase activity for the three months ended December 31, 2025 (in thousands except for price per share): Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program (1) October 1 - October 31, 2025 808 $ 32.31 808 $ 101,210 November 1 - November 30, 2025 1,178 $ 28.81 1,178 $ 67,259 December 1 - December 31, 2025 939 $ 30.31 939 $ 38,811 (1) Between the initial authorization of our stock repurchase program in July 2017 and December 31, 2025, our Board had authorized us to repurchase up to an aggregate of $1.95 billion of our outstanding common stock.
Removed
The information under “Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, and is not to be incorporated by reference in any 44 Table of Contents filing of Yelp under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report and irrespective of any general incorporation language in those filings.
Added
On February 10, 2026, our Board authorized a $500.0 million increase to our stock repurchase program, bringing the total amount of repurchases authorized under our stock repurchase program since its inception to $2.45 billion, of which $513.7 million remained available for future repurchases on February 17, 2026. Item 6. [Reserved]. 44 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Provision for Income Taxes Provision for income taxes consists of: federal and state income taxes in the United States and income taxes in certain foreign jurisdictions; deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Provision for Income Taxes Provision for income taxes consists of: federal and state income taxes in the United States and income taxes in certain foreign jurisdictions; and deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Adjusted EBITDA margin is a non-GAAP financial measure that we calculate as adjusted EBITDA divided by net revenue.
Adjusted EBITDA margin . Adjusted EBITDA margin is a non-GAAP financial measure that we calculate as adjusted EBITDA divided by net revenue.
Income Taxes —Significant judgment is required to determine our provision for (benefit from) for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles, complex tax laws, or variances between our actual and anticipated operating results. Therefore, actual income taxes could materially vary from these estimates.
Income Taxes —Significant judgment is required to determine our provision for (benefit from) income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles, complex tax laws, or variances between our actual and anticipated operating results. Therefore, actual income taxes could materially vary from these estimates.
We may be required to draw down funds from our credit facility or seek additional funds through equity or debt financings to respond to business challenges associated with the uncertain macroeconomic environment or other challenges, including the need to develop new features and products or enhance existing services, improve our operating infrastructure or acquire complementary businesses and technologies.
We also may be required to draw down additional funds from our credit facility or seek additional funds through equity or debt financings to respond to business challenges associated with the uncertain macroeconomic environment or other challenges, including the need to develop new features and products or enhance existing services, improve our operating infrastructure or acquire complementary businesses and technologies.
Advertising revenue also includes revenue generated from the resale of our advertising products by certain partners and monetization of advertising inventory through third-party ad networks, as well as revenue from the RepairPal Network. We present advertising revenue on a disaggregated basis for our high-level category groupings, Services and RR&O.
Advertising revenue also includes revenue generated from the resale of our advertising products by certain partners and monetization of advertising inventory through third-party ad networks, as well as revenue generated from RepairPal. We present advertising revenue on a disaggregated basis for our high-level category groupings, Services and RR&O.
Our product development expenses primarily consist of employee costs (including bonuses and stock-based compensation expense, net of capitalized employee costs associated with capitalized website and internal-use software development) for our engineers, product management and corporate infrastructure employees. In addition, product development expenses include allocated workplace and other supporting overhead costs.
Our product development expenses primarily consist of employee-related costs (including bonuses and stock-based compensation expense, net of capitalized employee-related costs associated with capitalized website and internal-use software development) for our engineers, product management and corporate infrastructure employees. In addition, product development expenses include allocated workplace and other supporting overhead costs.
Our business is affected by seasonal fluctuations in Internet usage and advertising spending. Based on historical trends, our revenue is typically lowest in the first quarter and increases sequentially through the third quarter. Fourth quarter revenue is typically similar to the third quarter as well as to the first quarter of the subsequent year.
Seasonality . Our business is affected by seasonal fluctuations in Internet usage and advertising spending. Based on historical trends, our revenue is typically lowest in the first quarter and increases sequentially through the third quarter. Fourth quarter revenue is typically similar to the third quarter as well as to the first quarter of the subsequent year.
Costs and Expenses Cost of Revenue (exclusive of depreciation and amortization). Our cost of revenue consists primarily of website infrastructure expense, which includes website hosting costs and employee costs (including stock-based compensation expense) for the infrastructure teams responsible for operating our website and mobile app, and excludes depreciation and amortization expense.
Costs and Expenses Cost of Revenue (exclusive of depreciation and amortization). Our cost of revenue consists primarily of website infrastructure expense, which includes website hosting costs and employee-related costs (including stock-based compensation expense) for the infrastructure teams responsible for operating our website and mobile app, and excludes depreciation and amortization expense.
For information on how we define and calculate adjusted EBITDA and a reconciliation of this non-GAAP financial measure to net income (loss), see “ —Non-GAAP Financial Measures ” below.
For information on how we define and calculate adjusted EBITDA and a reconciliation of this non-GAAP financial measure to net income, see “ —Non-GAAP Financial Measures ” below.
A full discussion of 2022 items and year-over-year comparisons between 2023 and 2022 can be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
A full discussion of 2023 items and year-over-year comparisons between 2024 and 2023 can be found in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our invested cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets.
To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our invested cash, cash equivalents and short-term marketable securities will not be impacted by adverse conditions in the financial markets.
We record income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns.
We record income taxes using the asset and liability method, which requires the recognition of DTAs and deferred tax liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns.
Our actual results could differ from those estimates. Due to macroeconomic conditions and other factors, certain estimates and assumptions have required and may continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may change materially in future periods.
Our actual results could differ from those estimates. Due to macroeconomic conditions and other factors, certain estimates and assumptions have required and may continue to require increased judgment and carry a higher degree of 58 Table of Contents variability and volatility. As events continue to evolve and additional information becomes available, these estimates may materially change in future periods.
Changes in various factors, including economic and political conditions, could drive actual results in future years to differ from our current assumptions, judgments and estimates. We evaluate the ability to realize net deferred tax assets and the related valuation allowance on a quarterly basis. We operate in various tax jurisdictions and are subject to audit by various tax authorities.
Changes in various factors, including economic and political conditions, could drive actual results in future years to differ from our current assumptions, judgments and estimates. We evaluate the ability to realize net DTAs and the related valuation allowance on a quarterly basis. We operate in various tax jurisdictions and are subject to audit by various tax authorities.
In estimating future tax consequences, we generally consider all expected future events other than enactments or changes in the tax law or rates. In assessing the realization of deferred tax assets, we consider whether it is more likely than not that all or some portion of deferred tax assets will not be realized.
In estimating future tax consequences, we generally consider all expected future events other than enactments or changes in the tax law or rates. In assessing the realization of DTAs, we consider whether it is more likely than not that all or some portion of DTAs will not be realized.
Net revenue in the year ended December 31, 2024 increased by 6% year over year as momentum in our Services categories continued. We expect net revenue for the first quarter of 2025 to decrease slightly from the fourth quarter of 2024, reflecting typical seasonality and ongoing operating challenges for businesses in our RR&O categories.
Net revenue in the year ended December 31, 2025 increased by 4% year over year as momentum in our Services categories continued. We expect net revenue for the first quarter of 2026 to decrease slightly from the fourth quarter of 2025, reflecting typical seasonality and ongoing operating challenges for businesses in our RR&O categories.
Therefore, unless we are able to 56 Table of Contents generate sufficient taxable income from our operations, a substantial valuation allowance may be required to reduce our DTAs, which would materially increase our expenses in the period in which we recognize the allowance and have a materially adverse impact on our consolidated financial statements.
Therefore, unless we are able to generate sufficient taxable income from our operations, a substantial valuation allowance may be required to reduce our DTAs, which would materially increase our expenses in the period in which we recognize the allowance and have a materially adverse impact on our consolidated financial statements.
Some of these limitations are: • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; • adjusted EBITDA does not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us; • adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation; • adjusted EBITDA does not take into account any income or costs that management determines are not indicative of ongoing operating performance, such as material litigation settlements, impairment charges, acquisition and integration costs, and fees related to shareholder activism; • free cash flow does not represent the total residual cash flow available for discretionary purposes because it does not reflect our contractual commitments or obligations; and • other companies, including those in our industry, may calculate adjusted EBITDA and free cash flow differently, which reduces their usefulness as comparative measures.
Some of these limitations are: • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; • adjusted EBITDA does not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us; • adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation; • adjusted EBITDA does not take into account certain expense items, such as asset impairment charges, expenses related to acquired indemnification obligations, acquisition and integration costs, and fees related to shareholder activism, or other costs that management determines are not indicative of ongoing operating performance; • free cash flow does not represent the total residual cash flow available for discretionary purposes because it does not reflect our contractual commitments or obligations; and • other companies, including those in our industry, may calculate adjusted EBITDA and free cash flow differently, which reduces their usefulness as comparative measures.
Accordingly, the calculations of our unique visitors and unique devices may not accurately reflect the number of individuals who actually visit our website.
Accordingly, the calculations of our unique devices may not accurately reflect the number of individuals who actually visit our website.
The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Valuation allowances are provided to reduce deferred tax assets to the amount that is more likely than not to be realized.
The ultimate realization of the DTAs is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Valuation allowances are provided to reduce DTAs to the amount that is more likely than not to be realized.
These initiatives will require substantial investments that may not prioritize short-term financial results, depend on our ability to develop innovative, relevant and useful products in a timely manner, and involve significant risks and uncertainties.
These initiatives will require substantial investments that may not prioritize short-term financial results, depend on our ability to develop innovative, relevant and useful products in a timely manner, and involve 46 Table of Contents significant risks and uncertainties.
If any issues addressed in our tax audits are resolved in a manner not consistent with our expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.
If 59 Table of Contents any issues addressed in our tax audits are resolved in a manner not consistent with our expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.
The following section also includes information regarding 2024 and 2023 and year-over-year comparisons between these periods.
The following section also includes information regarding 2025 and 2024 and year-over-year comparisons between these periods.
Other Income, Net Other income, net consists primarily of the interest income earned on our cash, cash equivalents and marketable securities, research and development tax credits, the portion of our sublease income in excess of our lease cost, accretion of discounts and amortization of premiums on investments, credit facility fees, foreign exchange gains and losses, and, in the year ended December 31, 2024, the release of a reserve related to a one-time payroll tax credit.
Other Income, Net Other income, net consists primarily of the interest income earned on our cash, cash equivalents and marketable securities, research and development tax credits, the portion of our sublease income in excess of our lease cost, accretion of discounts and amortization of premiums on investments, and, in the year ended December 31, 2024, the release of a reserve related to a one-time payroll tax credit.
We generate revenue from such transactions through our partnership integrations, which are mainly revenue-sharing arrangements that provide consumers with the ability to place food orders for pickup and delivery through third parties directly on Yelp.
In addition, other revenue includes revenue from various transactions with consumers. We generate revenue from such transactions through our partnership integrations, which are mainly revenue-sharing arrangements that provide consumers with the ability to place food orders for pickup and delivery through third parties directly on Yelp.
We have funded all repurchases to date and expect to fund any future repurchases with cash and cash equivalents available on our consolidated balance sheet. 60 Table of Contents Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP.
We have funded all repurchases to date and currently expect to fund any future repurchases with cash and cash equivalents available on our consolidated balance sheet. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP.
We may not realize the full 48 Table of Contents benefits of synergies, innovation and operational efficiencies that may be possible from a corporate transaction; similarly, if our relationships with partners deteriorate, we could suffer increased costs and delays in our ability to provide consumers and advertisers with our content or services. Seasonality .
We may not realize the full benefits of synergies, innovation and operational efficiencies that may be possible from a corporate transaction; similarly, if our relationships with partners deteriorate, we could suffer increased costs and delays in our ability to provide consumers and advertisers with our content or services. Our Ability to Attract and Retain Talent .
Consumers trust us for the more than 280 million ratings and reviews available on our platform of businesses across a broad range of categories, while businesses advertise with us to reach our large audience of purchase-oriented and generally affluent consumers.
Consumers trust us for the more than 300 million ratings and reviews available on our platform of businesses across a broad range of categories, while businesses advertise with us to reach our large audience of what we believe are purchase-oriented and generally affluent consumers.
Advertising Revenue by Category Our advertising revenue comprises revenue from the sale of our advertising products, including the resale of our advertising products by partners and syndicated ads appearing on third-party platforms.
Advertising Revenue by Category Our advertising revenue comprises revenue from the sale of our advertising products, including the resale of our advertising products by partners and syndicated ads appearing on third-party platforms, as well as revenue generated from RepairPal.
The credit facility includes a $25.0 million letter of credit sub-limit, a $25.0 million bilateral letter of credit facility and an accordion option, which, if exercised, would allow us to increase the aggregate commitments by up to $250.0 million, plus additional amounts if we are able to satisfy a leverage test, subject to certain conditions.
The Credit Agreement provides for a $325.0 million senior secured revolving credit facility, which includes a $35.0 million letter of credit sub-limit, a $25.0 million bilateral letter of credit facility and an accordion option, which, if exercised, would allow us to increase the aggregate commitments by up to $250.0 million, plus additional amounts if we are able to satisfy a leverage test, subject to certain conditions.
The following table presents the number of cumulative reviews as of December 31, 2024 and 2023 (in thousands): As of December 31, % Change 2024 2023 Reviews 308,100 287,364 7% 51 Table of Contents Traffic Traffic to our website and mobile app has three components: mobile devices accessing our mobile app, devices accessing our non-mobile optimized website, which we refer to as our desktop website, and devices accessing our mobile-optimized website, which we refer to as our mobile website.
The following table presents the number of cumulative reviews as of December 31, 2025 and 2024 (in thousands): As of December 31, % Change 2025 2024 Reviews 330,202 308,100 7% Traffic Traffic to our website and mobile app has three components: mobile devices accessing our mobile app, devices accessing our non-mobile optimized website, which we refer to as our desktop website, and devices accessing our mobile-optimized website, which we refer to as our mobile website.
We expect cost of revenue to increase on an absolute dollar basis in 2025 compared to 2024. Sales and Marketing. Our sales and marketing expenses primarily consist of employee costs (including sales commission and stock-based compensation expenses) for our sales and marketing employees.
We expect cost of revenue to increase on an absolute dollar basis in 2026 compared to 2025, primarily due to investment in AI tools. Sales and Marketing. Our sales and marketing expenses primarily consist of employee-related costs (including sales commission and stock-based compensation expenses) for our sales and marketing employees.
We also provide a breakdown of paying advertising locations between our Services categories and RR&O categories. We provide our paying advertising locations as a measure of the reach and scale of our business; however, this metric may exhibit short-term volatility as a result of factors such as seasonality and macroeconomic conditions.
We provide our paying advertising locations as a measure of the reach and scale of our business; however, this metric may exhibit short-term volatility as a result of factors such as seasonality and macroeconomic conditions.
As a result of these dynamics, as well as the maturation of our business and high penetration rates in most major geographic markets within the United States and Canada, we generally expect our traffic to continue fluctuating and to decrease in certain periods going forward.
As a result of these dynamics, as well as the maturation of our business and high penetration rates in most major geographic markets within the United States and Canada, we generally expect our traffic to decrease in certain periods going forward. In 2026, we expect traffic to remain challenged as consumers continue to face economic uncertainty and inflation.
Net cash used in financing activities during the year ended December 31, 2024 increased compared to 2023 primarily due to an increase in repurchases of our common stock and a decrease in proceeds from stock option exercises, partially offset by a decrease in taxes paid related to the net share settlement of equity awards during the year ended December 31, 2024 compared to 2023.
Net cash used in financing activities during the year ended December 31, 2025 increased compared to 2024 primarily due to increased repurchases of our common stock, partially offset by a decrease in taxes paid related to the net share settlement of equity awards.
The total lease obligations are partially offset by our future minimum rental receipts to be received under non-cancelable subleases of $18.3 million. See N ote 10 , “ Leases ,” of the Notes to Consolidated Financial Statements for further detail on our operating lease obligations.
The total lease obligations are partially offset by our future minimum rental receipts to be received under non-cancelable subleases of $15.1 million. See Note 9 , “ Leases ,” of the Notes to Consolidated Financial Statements for further detail on our operating lease obligations.
Although the opportunity presented by multi-location Services businesses remains a strategic focus, we continue to rely heavily on SMBs that often have limited advertising budgets, may view online advertising products like ours as experimental and unproven, and are disproportionately impacted by macroeconomic conditions. Our Ability to Attract and Retain Talent .
Although the opportunity presented by multi-location Services businesses has been a strategic focus, we continue to rely heavily on SMBs that often have limited advertising budgets, may view online advertising products like ours as experimental and unproven, and are disproportionately impacted by macroeconomic conditions. Corporate Development Activities .
However, as of July 1, 2024, Google discontinued the Universal Analytics version of Google Analytics that we previously used. 52 Table of Contents We now calculate desktop web traffic and mobile web traffic as (1) the number of devices identified by our internal measurement tools that have visited our desktop website and mobile website, respectively, at least once in a given month, (2) adjusted to exclude devices that do not meet our minimum required level of engagement during such month, (3) averaged over a given twelve-month period.
We calculate desktop web traffic and mobile web traffic as (1) the number of devices identified by our internal measurement tools that have visited our desktop website and mobile website, respectively, at least once in a given month, (2) adjusted to exclude devices that do not meet our minimum required level of engagement during such month, (3) averaged over a given twelve-month period.
As of December 31, 2024, 308.1 million reviews had been submitted to our platform, of which 281.8 million reviews were available on business pages, including 46.9 million reviews that were not recommended, and 26.3 million reviews had been removed from our platform, either by us for violation of our terms of service or by the users who contributed them.
As of December 31, 2025, 330.2 million reviews had been submitted to our platform, of which 300.3 million reviews were available on business pages, including 48.1 million reviews that were not recommended, and 29.9 million reviews had been removed from our platform, either by us for violation of our terms of service or by the users who contributed them.
Our personnel expenses tend to increase from the fourth quarter to the first quarter due to the timing of payroll taxes and benefits, as well as our annual compensation cycle. Our traffic is also typically weakest in the fourth quarter of the year.
Our personnel expenses tend to increase from the fourth quarter to the first quarter due to the timing of payroll taxes and benefits, as well as our annual compensation cycle.
Stock Repurchase Program Since the initial authorization of our stock repurchase program in July 2017, our Board has authorized us to repurchase up to an aggregate of $1.95 billion of our outstanding common stock, including the $500.0 million authorized in February 2024, of which $304.7 million remained available for future repurchases on February 18, 2025.
Stock Repurchase Program Since the initial authorization of our stock repurchase program in July 2017, our Board has authorized us to repurchase up to an aggregate of $2.45 billion of our outstanding common stock, including the $500.0 million authorized in February 2026, of which $513.7 million remained available for future repurchases on February 17, 2026.
An individual user who accesses our platform through multiple traffic streams will be counted in each applicable traffic metric; as a result, the sum of our traffic metrics will not accurately represent the number of people who visit our platform on an average monthly basis. App Unique Devices .
An individual device that accesses our platform through multiple traffic streams will be counted in each applicable traffic metric; as a result, the sum of our traffic metrics will not accurately represent the number of visitors to our platform on an average monthly basis. 50 Table of Contents App Unique Devices .
We lease office facilities under operating lease agreements that expire from 2025 to 2031. Our cash requirements related to these lease agreements are $46.6 million, of which $22.2 million is expected to be paid within the next 12 months.
We lease office facilities under operating lease agreements that expire from 2026 to 2031. Our cash requirements related to these lease agreements are $27.0 million, of which $8.4 million is expected to be paid within the next 12 months.
See Note 1 4 , “C ommitments and Contingencies ,” of the Notes to Consolidated Financial Statements in this Annual Report for additional information. Free Cash Flow . Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities, less cash used for purchases of property, equipment and software.
See Note 7 , “ Acquisitions , ” of the Notes to Consolidated Financial Statements for further detail. Free Cash Flow . Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities, less cash used for purchases of property, equipment and software.
The following table presents our advertising revenue by category for the periods presented (in thousands, except percentages): Three Months Ended December 31, % Change Year Ended December 31, % Change 2024 2023 2024 2023 Services $ 224,840 $ 203,140 11% $ 879,092 $ 793,112 11% Restaurants, Retail & Other 120,798 124,231 (3)% 469,928 483,406 (3)% Total Advertising Revenue $ 345,638 $ 327,371 6% $ 1,349,020 $ 1,276,518 6% Paying Advertising Locations Paying advertising locations comprise all business locations associated with a business account from which we recognized advertising revenue in a given month, excluding RepairPal business locations as well as business accounts that purchased advertising through partner programs other than Yelp Ads Certified Partners, averaged over a given three- or twelve-month period.
The following table presents our advertising revenue by category for the periods presented (in thousands, except percentages): Three Months Ended December 31, % Change Year Ended December 31, % Change 2025 2024 2025 2024 Services $ 231,381 $ 224,840 3% $ 947,564 $ 879,092 8% Restaurants, Retail & Other 106,829 120,798 (12)% 443,696 469,928 (6)% Total Advertising Revenue $ 338,210 $ 345,638 (2)% $ 1,391,260 $ 1,349,020 3% Paying Advertising Locations Paying advertising locations comprise all business locations associated with a business account from which we recognized advertising revenue in a given month, excluding business accounts that purchased advertising through partner programs other than Yelp Ads Certified Partners, averaged over a given three- or twelve-month period.
Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision for (benefit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items that management determines are not indicative of ongoing operating performance, such as material litigation settlements, impairment charges, acquisition and integration costs, and fees related to shareholder activism. 57 Table of Contents Adjusted EBITDA margin .
Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: provision for (benefit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other operating income and expense items, such as impairment charges, expenses 55 Table of Contents related to acquired indemnification obligations (net of amounts for which we have been indemnified), acquisition and integration costs, fees related to shareholder activism, and other items we deem not to be indicative of our ongoing operating performance.
Under both our current and historical methodologies, an individual who accesses our mobile app from multiple mobile devices will be counted as multiple app unique devices. Multiple individuals who access our mobile app from a shared device will be counted as a single app unique device.
Under this calculation method, an individual who accesses our mobile app from multiple mobile devices will be counted as multiple app unique devices, while multiple individuals who access our mobile app from a shared device will be counted as a single app unique device.
However, we have also disclosed below adjusted EBITDA, adjusted EBITDA margin and free cash flow, each of which is a non-GAAP financial measure.
Non-GAAP Financial Measures Our consolidated financial statements are prepared in accordance with GAAP. However, we have also disclosed below adjusted EBITDA, adjusted EBITDA margin and free cash flow, each of which is a non-GAAP financial measure.
For all contracts with customers, estimates and assumptions include determining variable consideration and identifying the nature and timing of satisfaction of performance obligations. We believe that there will not be significant changes to our estimates of variable consideration. To date, actual amounts of consideration received have been materially consistent with the provisions we have made based on our historical estimates.
We believe that there will not be significant changes to our estimates of variable consideration, and to date, actual amounts of consideration received have been materially consistent with the provisions we have made based on our historical estimates.
The following is a reconciliation of net cash provided by operating activities to free cash flow for the periods presented (in thousands): Year Ended December 31, 2024 2023 Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow: Net cash provided by operating activities $ 285,815 $ 306,280 Purchases of property, equipment and software (37,347) (26,847) Free cash flow $ 248,468 $ 279,433 Net cash used in investing activities $ (77,266) $ (54,684) Net cash used in financing activities $ (303,802) $ (246,778) 58 Table of Contents Liquidity and Capital Resources Sources of Liquidity Our principal sources of liquidity are our cash and cash equivalents, marketable securities and cash generated from operations.
The following is a reconciliation of net cash provided by operating activities to free cash flow for the periods presented (in thousands): Year Ended December 31, 2025 2024 Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow: Net cash provided by operating activities $ 372,029 $ 285,815 Purchases of property, equipment and software (48,353) (37,347) Free cash flow $ 323,676 $ 248,468 Net cash used in investing activities $ (45,654) $ (77,266) Net cash used in financing activities $ (330,047) $ (303,802) 56 Table of Contents Liquidity and Capital Resources Sources of Liquidity Our principal sources of liquidity are our cash and cash equivalents, short-term marketable securities and cash generated from operations.
We expect general and administrative expenses to increase slightly on an absolute dollar basis in 2025 compared to 2024 to support the continued growth of our business, but remain relatively consistent as a percentage of net revenue. Depreciation and Amortization.
We expect general and administrative expenses to increase on an absolute dollar basis but remain relatively consistent as a percentage of revenue in 2026 compared to 2025, inclusive of additional headcount from the acquisition of Hatch, as we continue to support our business and the integration of Hatch. Depreciation and Amortization.
Cash Flows The following table summarizes our cash flows for the periods presented (in thousands): Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 285,815 $ 306,280 Net cash used in investing activities $ (77,266) $ (54,684) Net cash used in financing activities $ (303,802) $ (246,778) Operating Activities.
Cash Flows The following table summarizes our cash flows for the periods presented (in thousands): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 372,029 $ 285,815 Net cash used in investing activities $ (45,654) $ (77,266) Net cash used in financing activities $ (330,047) $ (303,802) Operating Activities.
We believe that our existing cash, cash equivalents and marketable securities, together with any cash generated from operations, will be sufficient to meet our material cash requirements in the next 12 months and beyond, including: working capital requirements; our anticipated repurchases of common stock pursuant to our stock repurchase program; payment of taxes related to the net share settlement of equity awards; payment of lease costs related to our operating leases; the potential payment of a higher amount of income taxes in 2025 and beyond due to, among other things, the requirement to capitalize and amortize certain research and development expenses under the Tax Act and the other factors discussed in “ —Results of Operations— Provision for Income Taxes ” above; and purchases of property, equipment and software and website hosting services.
We believe that our existing cash, cash equivalents and short-term marketable securities, together with any cash generated from operations, will be sufficient to meet our material cash requirements in the next 12 months and beyond, including: working capital requirements; our anticipated repurchases of common stock pursuant to our stock repurchase program; payment of taxes related to the net share settlement of equity awards; payment of lease costs related to our operating leases; income tax payments; purchases of property, equipment and software and website hosting services.
As a result, an individual who visits our website from multiple devices with different identifiers may be counted as multiple unique devices or unique visitors, as applicable, and multiple individuals who visit our website from a shared device with a single identifier may be counted as a single unique device or unique visitor.
Our internal measurement tools measure devices based on unique identifiers. As a result, an individual who visits our website from multiple devices with different identifiers may be counted as multiple unique devices, while multiple individuals who visit our website from a shared device with a single identifier may be counted as a single unique device.
As part of our business strategy, we may decide to expand our product offerings and grow our business through the acquisition of complementary businesses or technologies, as well as through partnerships. For example, in November 2024, we acquired RepairPal to expand our offerings in the Auto Services category.
As part of our business strategy, we may decide to expand our product offerings and grow our business through the acquisition of complementary businesses or technologies, as well as through partnerships. For example, we acquired Hatch in February 2026 to advance our AI transformation and expand our subscription offerings to help Services businesses operationally.
As of December 31, 2024, we had cash and cash equivalents of $217.3 million and marketable securities of $100.6 million. Cash and cash equivalents consist of cash, money market funds and investments with original maturities of three month or less. Our cash held internationally as of December 31, 2024 was $54.0 million.
As of December 31, 2025, we had cash and cash equivalents of $216.1 million and short-term marketable securities of $103.3 million. Cash and cash equivalents consist of cash, money market funds and investments with original maturities of three month or less. Our cash held internationally as of December 31, 2025 was $67.9 million.
For example, although our traffic has recovered from its lowest levels during the pandemic in 2020, it has remained below our pre-pandemic 2019 traffic levels due to ongoing economic uncertainty and inflationary pressures, among other macroeconomic concerns.
For example, although our traffic has recovered from its lowest levels during the pandemic in 2020, it has remained below our pre-pandemic 2019 traffic levels due to ongoing economic uncertainty and inflationary pressures, among other macroeconomic concerns, as well as resulting changes in consumer preferences, such as consumers’ preference for food delivery over dine-in restaurant experiences since the pandemic.
Net cash used in investing activities during the year ended December 31, 2024 increased compared to 2023 primarily due to our acquisition of RepairPal as well as an increase in capitalized website and internal-use software development costs.
Net cash used in investing activities during the year ended December 31, 2025 decreased compared to 2024 primarily due to our acquisition of RepairPal in the prior year period, partially offset by an increase in capitalized website and internal-use software development costs as well as lower net sales and maturities of marketable securities in the current year. Financing Activities.
Our general and administrative expenses primarily consist of employee costs (including bonuses and stock-based compensation expense) for our executive, finance, user operations, legal, people operations and other administrative employees. Our general and administrative expenses also include our provision for doubtful accounts, consulting costs, as well as allocated workplace and other supporting overhead costs.
General and Administrative. Our general and administrative expenses primarily consist of employee-related costs (including bonuses and stock-based compensation expense) for our executive, finance, user operations, legal, people operations and other administrative employees.
We perform estimates and apply judgment when determining the amount of revenue to be recognized and may accept lower consideration than what is agreed to in the relevant contract.
We perform estimates and apply judgment when determining the amount of revenue to be recognized and may accept lower consideration than what is agreed to in the relevant contract. For all contracts with customers, estimates and assumptions include determining variable consideration and identifying the nature and timing of satisfaction of performance obligations.
Key Metrics We regularly review a number of metrics, including the key metrics set forth below, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions.
As a result, we anticipate expenses will increase seasonally from the fourth quarter of 2025 to the first quarter of 2026. 47 Table of Contents Key Metrics We regularly review a number of metrics, including the key metrics set forth below, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions.
We consider a claimed local business location to be active if it has not closed, been removed from our platform or merged with another claimed local business. The table set forth below presents the number of active claimed local business locations as of the dates presented (in thousands).
We consider a claimed local business location to be active if it has not closed, been removed from our platform or merged with another claimed local business.
However, our GAAP tax rate is impacted by a number of factors that are not in our direct control and that are subject to quarterly variability, which limits our visibility into the applicable rate for future fiscal periods. Non-GAAP Financial Measures Our consolidated financial statements are prepared in accordance with GAAP.
We estimate that our effective GAAP tax rate (before discrete items) for 2026 will be in the range of 22% to 26%. However, our GAAP tax rate is impacted by a number of factors that are not in our direct control and that are subject to quarterly variability, which limits our visibility into the applicable rate for future fiscal periods.
As we enter 2025, we expect that our expenses will increase from the fourth quarter of 2024 to the first quarter of 2025, primarily reflecting a seasonal increase in expenses from payroll taxes and benefits.
As we enter 2026, we expect that our expenses will increase from the fourth quarter of 2025 to the first quarter of 2026, primarily reflecting a seasonal increase in expenses from payroll taxes and benefits, as well as for the full year 2026 compared to 2025 as we invest in our AI transformation, in paid traffic acquisition and to support Hatch operations.
We generate advertising revenue from the sale of our advertising products — including Yelp Ads and business page upgrades — to businesses of all sizes, from single-location local businesses to multi-location national businesses.
Years Ended December 31, 2025 and 2024 Net Revenue Advertising. We generate advertising revenue from the sale of Yelp Ads — including business page upgrades and performance-based advertising in search results and elsewhere on our platform — to businesses of all sizes, from single-location local businesses to multi-location national businesses.
Advertising revenue increased in 2024 compared to 2023, primarily driven by a 6% increase in ad clicks. Other. We generate other revenue through non-advertising contracts, such as our subscription services, which include our Yelp Guest Manager product, and through our Yelp Fusion and Yelp Fusion Insights programs, which provide Yelp content and data for a fee.
We generate other revenue through non-advertising contracts, such as our subscription services, which include our Yelp Guest Manager product, Yelp Receptionist product, and Yelp Host product, and through our Yelp Places API (formerly Yelp Fusion), Yelp AI API and Yelp Insights API (formerly Yelp Fusion Insights) programs, which provide Yelp content and data for a fee.
Product development expenses decreased in 2024 compared to 2023, primarily due to a decrease in employee costs of $5.8 million resulting from more employee costs being capitalized and lower average headcount, partially offset by higher cost of labor.
Product development expenses decreased in 2025 compared to 2024, primarily due to: • a decrease in employee-related costs of $10.5 million, primarily resulting from more employee-related costs being capitalized and lower average headcount in product development roles and; • a decrease of $2.8 million in workplace operating costs due to reductions in our leased office space.
We also expect that our revenue will grow year over year in 2025 as our initiatives gain traction; however, we expect revenue in the first quarter of 2025 to be slightly down sequentially, reflecting seasonal trends and the macroeconomic challenges facing our RR&O categories. Factors Affecting Our Performance Macroeconomic Conditions .
As a result, we anticipate that revenue in the first quarter of 2026 will be down slightly year over year and revenue in the full year 2026 may be slightly down year over year. We also expect first quarter revenue to be slightly down sequentially, reflecting seasonal trends. Factors Affecting Our Performance Conditions in Local Economies .
The following table presents app unique devices for the periods presented (in thousands): Year Ended December 31, % Change 2024 2023 App Unique Devices Updated Methodology 28,595 29,842 (4)% Historical Methodology 30,660 31,909 (4)% In 2024, app unique devices decreased year over year as consumers visited restaurants less frequently amid macroeconomic pressures.
The following table presents app unique devices for the periods presented (in thousands): Year Ended December 31, % Change 2025 2024 App Unique Devices 28,009 28,595 (2)% In 2025, app unique devices decreased year over year as consumers visited restaurants less frequently. Desktop and Mobile Website Unique Devices .
As a result of our ongoing efforts to improve the accuracy of our key metrics, in 2024, we updated our methodology for measuring app unique devices to exclude devices that access our mobile app in a given month but do not meet a minimum level of engagement with it during such month by, for example, viewing a business, performing a search, viewing or submitting content, or other similar interactions (“minimum required level of engagement”).
We calculate app unique devices as the number of unique mobile devices using our mobile app in a given month that meet a minimum level of engagement during such month by, for example, viewing a business, performing a search, viewing or submitting content, or other similar interactions (“minimum required level of engagement”), averaged over a given twelve-month period.
However, this estimate is based on a number of assumptions that may prove to be materially different and we could fully utilize our available cash, cash equivalents and marketable securities earlier than presently anticipated . We are not able to reasonably estimate the timing of future cash flows related to $44.0 million of uncertain tax positions.
However, this estimate is based on a number of assumptions that may prove to be materially different and we could fully utilize our available cash, cash equivalents and marketable securities earlier than presently anticipated. On February 2, 2026, we completed our acquisition of Hatch for approximately $270 million in cash.
Other revenue increased in 2024 compared to 2023, primarily due to the continued growth of our Yelp Fusion, Yelp Guest Manager and Yelp Fusion Insights programs, partially offset by a lower volume of food takeout and delivery orders. 54 Table of Contents Trends and Uncertainties of Net Revenue.
Other revenue increased in 2025 compared to 2024, primarily due to increases in revenue from our Yelp Places API, Yelp Guest Manager and Yelp Insights API programs, as well as higher volume of food takeout and delivery orders. 52 Table of Contents Trends and Uncertainties of Net Revenue.
As of December 31, 2024, we had approximately $139.6 million in net deferred tax assets (“DTAs”). As of December 31, 2024, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs.
As of December 31, 2025, we consider it more likely than not that we will have sufficient taxable income in the future that will allow us to realize these DTAs. However, it is possible that some or all of these DTAs will not be realized.
These cash and cash equivalents could be impacted if the underlying financial institutions fail or are subjected to other adverse conditions in the financial markets.
Additionally, amounts deposited with third-party financial institutions exceed the Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits, as applicable. These cash and cash equivalents could be impacted if the underlying financial institutions fail or are subjected to other adverse conditions in the financial markets.
For additional details regarding the credit facility, see Note 1 4 , “ Co mmitments and Contingencies ” of the Notes to Consolidated Financial Statements. Material Cash Requirements Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “ Risk Factors ” in this Annual Report.
Material Cash Requirements Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “ Risk Factors ” in Part I, Item 1A of this Annual Report.
Maintaining relationships with partners also requires significant time and resources, as does integrating their data, services and technologies onto our platform.
For example, we funded the purchase price of Hatch in part with a loan under our credit facility. Maintaining relationships with partners also requires significant time and resources, as does integrating their data, services and technologies onto our platform.
As of December 31, % Change 2024 2023 Active Claimed Local Business Locations 7,736 7,056 10% 53 Table of Contents Results of Operations The following table sets forth our results of operations for 2024 and 2023 (in thousands, except percentages). The period-to-period comparison of financial results is not necessarily indicative of future results.
The table set forth below presents the number of active claimed local business locations as of the dates presented (in thousands): As of December 31, % Change 2025 2024 Active Claimed Local Business Locations 8,392 7,736 8% 51 Table of Contents Results of Operations The following table sets forth our results of operations for 2025 and 2024 (in thousands, except percentages).
We had $14.0 million of letters of credit under the sub-limit primarily related to lease agreements for certain office locations, which are required to be maintained and issued to the landlords of each facility, and $111.0 million remained available under the credit facility as of December 31, 2024.
The letters of credit are primarily related to lease agreements for certain office locations and are required to be maintained and issued to the landlords of each facility. No loans were outstanding under the credit facility and we were in compliance with all conditions and covenants thereunder as of December 31, 2025.
Our cash requirements related to purchase obligations consisting of non-cancelable agreements to purchase goods and services required in the ordinary course of business — primarily website hosting services — are approximately $181.2 million, of which approximately $91.3 million is expected to be paid within the next 12 months.
Our cash requirements related to off-balance sheet purchase obligations consisting of non-cancelable agreements to purchase goods and services required in the ordinary course of business — primarily website hosting services — are approximately $147.1 million, of which approximately $92.6 million is expected to be paid within the next 12 months. 57 Table of Contents The cost of capital associated with any additional funds sought in the future might be adversely impacted by the effects of macroeconomic conditions on our business.
We expect sales and marketing expenses to increase in 2025 compared to 2024 as our sales and marketing employees become more tenured as well as additional headcount from the acquisition of RepairPal. However, we expect sales and marketing expenses to decrease as a percentage of net revenue as we realize efficiencies from our sales and marketing initiatives. Product Development.
However, we expect sales and marketing expenses to remain relatively consistent as a percentage of net revenue as we realize efficiencies from our sales and marketing initiatives. Product Development.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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These risks include primarily interest rate, foreign exchange risks and inflation, and have not changed materially from the market risks we were exposed to in the year ended December 31, 2023. Interest Rate Fluctuation The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk.
These risks include primarily interest rate, foreign exchange risks and inflation, and have not changed materially from the market risks we were exposed to in the year ended December 31, 2024. Interest Rate Fluctuation The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk.
Treasury; as such, their fair value may be affected by fluctuations in interest rates in the broader economy. We believe a hypothetical 100 basis point increase in interest rates as of December 31, 2024 would not have a material impact on our marketable securities portfolio.
Treasury; as such, their fair value may be affected by fluctuations in interest rates in the broader economy. We believe a hypothetical 100 basis point increase in interest rates as of December 31, 2025 would not have a material impact on our marketable securities portfolio.
Our cash and cash equivalents consist of cash and money market funds. We do not have any long-term borrowings. Because our cash and cash equivalents have relatively short maturities, their fair values are relatively insensitive to interest rate changes. 62 Table of Contents Our marketable securities comprise fixed-rate debt securities issued by U.S. corporations, U.S. government agencies and the U.S.
Our cash and cash equivalents consist of cash and money market funds. We do not have any long-term borrowings. Because our cash and cash equivalents have relatively short maturities, their fair values are relatively insensitive to interest rate changes. Our marketable securities comprise fixed-rate debt securities issued by U.S. corporations, U.S. government agencies and the U.S.
Although we have experienced and will continue to experience fluctuations in net income (loss) as a result of transaction gains (losses), net, related to revaluing certain cash balances, trade accounts receivable balances and intercompany balances that are denominated in currencies other than the U.S. dollar, we believe a hypothetical 10% strengthening (weakening) of the U.S. dollar against the British pound sterling, Canadian dollar or Euro, either alone or in combination with each other, would not have a material impact on our results of operations.
Although we have experienced and will continue to experience fluctuations in net income (loss) as a result of transaction gains (losses), net, related to revaluing certain cash balances and trade accounts receivable balances that were denominated in currencies other than the U.S. dollar as of December 31, 2025, we believe a hypothetical 10% strengthening (weakening) of the U.S. dollar against the British pound sterling, Canadian dollar or Euro, either alone or in combination with each other, would not have a material impact on our results of operations.

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