UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35444 YELP INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organ ...

Core Insights - Yelp's stock is experiencing a decline of 8.9% following the release of its fourth-quarter and full-year 2025 results, despite beating sales and earnings expectations [1][4] Financial Performance - In Q4, Yelp reported earnings per share of $0.61, exceeding analyst estimates by $0.07, and sales of $359.99 million, surpassing Wall Street targets by $0.77 million [4] - Year-over-year sales in Q4 declined by 0.5%, but total revenue for the year increased by approximately 4%, reaching a record $1.46 billion [4] Future Guidance - For 2026, Yelp is projecting sales between $1.455 billion and $1.475 billion, indicating expectations for flat sales growth following last year's mid-single-digit growth [5] - Non-GAAP EBITDA is expected to be between $310 million and $330 million, a decrease from $369 million the previous year [5] - The company is investing in artificial intelligence and services to drive future growth, but significant sales growth may not materialize until next year [5]

Company Overview - Yelp operates a leading online platform for consumer discovery and engagement with local businesses, utilizing digital advertising and business management tools to drive monetization and value for both businesses and users [1] - The company targets local businesses across various categories, including restaurants, retail, health, and professional services, with a primary user base seeking local information [1] Revenue Generation - Yelp generates revenue primarily through advertising products, including cost-per-click and multi-location ads, as well as subscription-based services and content licensing agreements [2] Stock Performance - As of February 5, 2026, Yelp's stock price closed at $24.04, reflecting a 39.6% decline over the past year, with a transaction executed at an average price of approximately $25.36 per share [2] - The company reported record revenue of $1.5 billion in 2025, but expects 2026 sales to remain flat year-over-year, leading to a significant drop in stock value, hitting a 52-week low of $20.03 on February 13, 2026 [7] CEO Transaction Insights - CEO Jeremy Stoppelman sold 66,200 shares between February 3 and February 5, 2026, for total proceeds of approximately $1.7 million, representing a 30.64% reduction in his direct ownership since May 2024 [3][4] - The sale was executed under a Rule 10b5-1 trading plan, which is commonly used by executives to avoid accusations of insider trading [6] Market Challenges - The company faces challenges from artificial intelligence, which allows consumers to find and evaluate local businesses without visiting Yelp, potentially reducing its usage [8] - Yelp experienced a 6% year-over-year drop in revenue from its restaurants and retail segment, totaling $444 million [8] Investment Considerations - Despite the attractive valuation of Yelp shares, investors are advised to observe the company's upcoming earnings reports before making buy or sell decisions [8]

Core Insights - Yelp Inc. reported better-than-expected fourth-quarter 2025 results with earnings of 61 cents per share, surpassing the Zacks Consensus Estimate by 29.1% despite a year-over-year decline of 1.6% from 62 cents [1][11] - The company's revenues decreased by 1% year over year to $360 million but exceeded the consensus mark by 0.5%, primarily due to a decline in advertising revenues [2][11] Financial Performance - Advertising revenues, which account for 94% of total revenues, fell by 2% year over year to $338 million, driven by a decrease in ad clicks [3][11] - The Services business saw advertising revenues grow by 2.9% year over year to $231.4 million, while the Restaurants, Retail & Other (RR&O) division's revenues dropped by 11.6% to $106.8 million due to macroeconomic challenges [4] - Total costs and expenses increased by 1% year over year to $311 million, with adjusted EBITDA plunging 15% to $86 million, resulting in a margin decrease from 28% to 24% [6] Balance Sheet and Cash Flow - As of December 31, 2025, Yelp held $319 million in cash and equivalents with no debt, generating an operating cash flow of $84.5 million and free cash flow of $72.3 million in the fourth quarter [7] Guidance - For Q1 2026, Yelp anticipates revenues between $350 million and $355 million, which is below the Zacks Consensus Estimate of $360.4 million and the previous year's revenues of $359 million [8][11] - For the full year 2026, the company expects revenues between $1.455 billion and $1.475 billion, compared to 2025 revenues of $1.465 billion and the consensus estimate of $1.5 billion [9]

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RT zerohedge (@zerohedge)After Hours:AMAT +10%...big revs guide above on March qtr and “expect to grow our semiconductor equipment business over 20 percent this calendar year”ABNB +1%...Solid beat and C26 " year-over-year revenue growth to accelerate to at least low double digits”ANET +8%...Solid 1Q guide (4Q Revs +29% y/y, GMs 63.4%)CART +13%...1Q EBITDA and GTV guide ahead of consTWLO -8%...beat/guide aboveROKU +12%...4Q Revs inline, 1Q/FY26 EBITDA guided aboveEXPE -3%...4Q GBs/EBITDA beat but 1Q GBs guid ...

Core Insights - Yelp reported revenue of $359.99 million for the quarter ended December 2025, a decrease of 0.5% year-over-year, with EPS at $0.61 compared to $0.62 in the same quarter last year [1] - The revenue exceeded the Zacks Consensus Estimate of $358.21 million by 0.5%, while the EPS surprised by 29.1% against the consensus estimate of $0.47 [1] Financial Performance Metrics - Yelp's shares have declined by 20.5% over the past month, contrasting with a -0.3% change in the Zacks S&P 500 composite [3] - The company holds a Zacks Rank 3 (Hold), suggesting it may perform in line with the broader market in the near term [3] Advertising Metrics - Total Paying Advertising Locations were reported at 496 thousand, slightly below the average estimate of 502.67 thousand [4] - Paying Advertising Locations for Restaurants, Retail & Other remained at 246 thousand, matching the average estimate [4] - Paying Advertising Locations for Services were reported at 250 thousand, below the average estimate of 256.67 thousand [4] - Net revenue from Advertising was $338.21 million, slightly below the average estimate of $339.01 million, reflecting a year-over-year decline of 2.2% [4] - Net revenue from Other services was $21.78 million, exceeding the estimated $19.2 million, marking a year-over-year increase of 33.5% [4] - Advertising revenue from Services was $231.38 million, slightly above the average estimate of $231.01 million, with a year-over-year increase of 2.9% [4] - Advertising revenue from Restaurants, Retail & Other was reported at $106.83 million, below the average estimate of $108 million, showing a year-over-year decline of 11.6% [4]

Financial Data and Key Metrics Changes - In 2025, net revenue increased by 4% year-over-year to $1.46 billion, while net income grew by 10% year-over-year to $146 million, resulting in a net income margin of 10% [5][14] - Adjusted EBITDA rose by 3% year-over-year to $369 million, representing a 25% adjusted EBITDA margin [5][14] - For Q4 2025, net revenue decreased by 1% year-over-year to $360 million, and net income fell by 10% year-over-year to $38 million, maintaining a 10% margin [14][15] Business Line Data and Key Metrics Changes - Revenue from RR&O categories declined by 6% year-over-year to $444 million, while advertising revenue from services increased by 8% year-over-year to a record $948 million [6] - Total ad clicks decreased by 7% year-over-year, with average cost per click increasing by 10% year-over-year [7] - Other revenue accelerated significantly, up 17% year-over-year, driven by growth in transaction, subscription, and data licensing revenue [7] Market Data and Key Metrics Changes - Total paying advertising locations decreased by 3% year-over-year, with a decline in RR&O offsetting growth in services [7][15] - App unique devices were down 2% year-over-year as consumers visited restaurants with reduced frequency [7] Company Strategy and Development Direction - The company plans to invest in three strategic initiatives in 2026, focusing on transforming the Yelp experience with AI, delivering AI tools for local businesses, and extending reach in the AI ecosystem [8][10] - The acquisition of Hatch, an AI lead management platform, is expected to enhance Yelp's capabilities in lead management and support growth [10][11] Management's Comments on Operating Environment and Future Outlook - Management noted that the operating environment for RR&O categories remains challenging, but they are optimistic about the potential of AI to transform consumer experiences and drive engagement [24][25] - For Q1 2026, the company expects net revenue to be in the range of $350 million to $355 million, with full-year revenue guidance of $1.455 billion to $1.475 billion [19] Other Important Information - The company repurchased $292 million worth of shares in 2025, with an additional $500 million authorized for share repurchases in February 2026 [18] - Management aims to reduce stock-based compensation as a percentage of revenue to less than 6% by the end of 2027 [17] Q&A Session Summary Question: Environment for services and revenue outlook for 2026 - Management acknowledged a softening in services demand, particularly in RR&O, but emphasized the importance of Yelp Assistant in driving engagement and monetization [24][25] Question: Details on OpenAI agreement and its impact - Management highlighted the significance of high-quality content for local search and the potential for increased traffic and monetization through the OpenAI partnership [28][29] Question: AI transition and consumer interaction - Management discussed leveraging AI to enhance consumer experiences, including natural language search and the rollout of Yelp Assistant [33][36] Question: Margin trajectory goals for Hatch - Management indicated that the immediate focus for Hatch is on top-line growth rather than margin, with expectations for margins to converge with typical SaaS profiles over time [56] Question: Stabilization of restaurant and retail advertiser base - Management noted the challenges faced by restaurants and retailers but expressed confidence in the potential for recovery and the role of Yelp Assistant in improving consumer interactions [52][53]

Financial Data and Key Metrics Changes - In 2025, net revenue increased by 4% year-over-year to $1.46 billion, while net income grew by 10% year-over-year to $146 million, resulting in a net income margin of 10% [5][14] - Adjusted EBITDA rose by 3% year-over-year to $369 million, representing a 25% adjusted EBITDA margin [5][14] - For Q4 2025, net revenue decreased by 1% year-over-year to $360 million, and net income fell by 10% year-over-year to $38 million, maintaining a 10% margin [14][15] Business Line Data and Key Metrics Changes - Revenue from RR&O categories declined by 6% year-over-year to $444 million, while advertising revenue from services increased by 8% year-over-year to a record $948 million [6] - Total ad clicks decreased by 7% year-over-year, with average cost per click increasing by 10% year-over-year [7] - Other revenue accelerated significantly, up 17% year-over-year, driven by growth in transaction, subscription, and data licensing revenue [7] Market Data and Key Metrics Changes - Total paying advertising locations decreased by 3% year-over-year, with a decline in RR&O offsetting growth in services [7] - App unique devices were down 2% year-over-year as consumers visited restaurants with reduced frequency [7] Company Strategy and Development Direction - The company plans to invest in three strategic initiatives in 2026, focusing on transforming the Yelp experience with AI, delivering AI tools for local businesses, and extending reach in the AI ecosystem [8][10] - The acquisition of Hatch, an AI lead management platform, is expected to enhance Yelp's capabilities in lead management and support growth [10][11] Management's Comments on Operating Environment and Future Outlook - Management noted that the operating environment for RR&O categories remains challenging, but they are optimistic about the potential of AI to transform consumer experiences and drive engagement [23][24] - For 2026, the company expects net revenue to be in the range of $1.455 billion to $1.475 billion, with continued pressure on advertising revenue but growth in other revenue and services [19][20] Other Important Information - The company repurchased $292 million worth of shares in 2025 and authorized an additional $500 million for share repurchases in February 2026 [18] - Management aims to reduce stock-based compensation as a percentage of revenue to less than 6% by the end of 2027 [17] Q&A Session Summary Question: Environment for services and revenue outlook - Management acknowledged a softening in services demand, particularly in RR&O, but emphasized the importance of Yelp Assistant in driving engagement and monetization [23][24] Question: OpenAI agreement and its impact - Management highlighted the significance of the OpenAI agreement, noting that Yelp's high-quality content is essential for competing in local search [27][28] Question: AI transition and consumer interaction - Management discussed leveraging AI to enhance consumer experiences, including natural language search and the rollout of Yelp Assistant [33][36] Question: Hatch acquisition and growth strategy - Management expressed confidence in Hatch's growth potential and the opportunity to leverage Yelp's resources for further expansion [45][46] Question: Revenue mix evolution over five years - Management indicated a focus on diversifying revenue through SaaS offerings, with expectations for SaaS margins to converge with or exceed current ad revenue margins [48][49] Question: Stabilizing restaurant and retail advertising - Management noted the challenges faced by restaurants and retailers but expressed optimism about the potential for recovery and the role of Yelp Assistant in enhancing consumer interactions [52][53]

Financial Data and Key Metrics Changes - In 2025, net revenue increased by 4% year-over-year to $1.46 billion, while net income grew by 10% year-over-year to $146 million, resulting in a net income margin of 10% [5][14] - Adjusted EBITDA rose by 3% year-over-year to $369 million, representing a 25% adjusted EBITDA margin [5][14] - For Q4 2025, net revenue decreased by 1% year-over-year to $360 million, and net income decreased by 10% year-over-year to $38 million, maintaining a 10% margin [14] Business Line Data and Key Metrics Changes - Revenue from RR&O categories declined by 6% year-over-year to $444 million, while advertising revenue from services increased by 8% year-over-year to a record $948 million [6] - Total ad clicks decreased by 7% year-over-year, but average cost per click increased by 10% year-over-year [7] - Other revenue accelerated significantly, up 17% year-over-year, driven by growth in transaction, subscription, and data licensing revenue [8] Market Data and Key Metrics Changes - Total paying advertising locations decreased by 3% year-over-year, with a decline in RR&O offsetting growth in services [8] - App unique devices were down 2% year-over-year as consumers visited restaurants with reduced frequency [8] Company Strategy and Development Direction - The company plans to invest in three strategic initiatives in 2026, focusing on transforming the Yelp experience with AI, delivering AI tools for local businesses, and extending reach in the AI ecosystem [9][10][11] - The acquisition of Hatch, an AI lead management platform, is expected to enhance Yelp's capabilities in lead management and support growth [11][12] Management's Comments on Operating Environment and Future Outlook - Management noted that the operating environment for RR&O categories remains challenging, but they are optimistic about the potential for growth in services and other revenue streams [19] - For Q1 2026, the company expects net revenue to be in the range of $350 million to $355 million, with full-year expectations of $1.455 billion to $1.475 billion [20] Other Important Information - The company repurchased $292 million worth of shares in 2025, with an additional $500 million authorized for share repurchases in February 2026 [19] - Management aims to reduce stock-based compensation as a percentage of revenue to less than 6% by the end of 2027 [18] Q&A Session Summary Question: Environment for services and revenue expectations for 2026 - Management acknowledged a softening in services demand but emphasized the importance of Yelp Assistant in driving engagement and monetization [25][26] Question: OpenAI agreement and its impact - Management highlighted the significance of the OpenAI agreement for enhancing local search experiences and driving traffic [29] Question: AI transition and consumer interaction - Management discussed leveraging AI to enhance consumer experiences, including natural language search and Yelp Assistant [34][36] Question: Stabilization of restaurant and retail advertiser base - Management noted the challenges faced by restaurants and retailers but expressed confidence in the potential for recovery and the role of Yelp Assistant in improving interactions [52]