YELP INC
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
YELP$20.15+2.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| 1. | Financial Statements. Our consolidated financial statements and the Report of Independent Registered Public Accounting Firm are included herein on the pages indicated: |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) | F-1 |
|---|---|
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Comprehensive Income | F-5 |
| Consolidated Statements of Stockholders’ Equity | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
| 2. | Financial Statement Schedules. None. All financial statement schedules are omitted because they are not applicable, not required under the instructions, or the requested information is included in the consolidated financial statements or notes thereto. |
| 3. | Exhibits. The following is a list of exhibits filed with this report or incorporated herein by reference: |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit · Filing · Filed | |||||
| Number · Exhibit Description · Form · File No. · Exhibit · Date · Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Yelp Inc., as amended. | 8-K | 001-35444 | 3.1 | 7/8/2020 |
| 3.2 | Amended and Restated Bylaws of Yelp Inc. | 8-K | 001-35444 | 3.1 | 3/15/2023 |
| 4.1 | Reference is made to Exhibits 3.1 and 3.2. | ||||
| 4.2 | Form of Common Stock Certificate. | 8-A/A | 001-35444 | 4.1 | 9/23/2016 |
| 4.3 | Description of Capital Stock. | 10-K | 001-35444 | 4.3 | 2/28/2022 |
| 10.1* | 2012 Equity Incentive Plan, as amended. | 8-K | 001-35444 | 10.2 | 2/13/2019 |
| 10.2* | Forms of Option Agreement and Grant Notice and RSU Agreement and Grant Notice under 2012 Equity Incentive Plan. | S-1/A | 333-178030 | 10.17 | 2/3/2012 |
| 10.3* | Forms of Performance Restricted Stock Unit Award Grant Notice and Agreement under 2012 Equity Incentive Plan. | 8-K | 001-35444 | 10.2 | 2/16/2022 |
| 10.4* | 2012 Employee Stock Purchase Plan, as amended. | 8-K | 001-35444 | 10.2 | 9/23/2016 |
| 10.5* | 2023 Inducement Award Plan. | 8-K | 001-35444 | 10.1 | 2/9/2023 |
| 10.6* | Form of Restricted Stock Unit Grant Notice and Award Agreement under the 2023 Inducement Award Plan. | 8-K | 001-35444 | 10.2 | 2/9/2023 |
| 10.7* | Executive Severance Benefit Plan, as amended. | 10-K | 001-35444 | 10.9 | 2/28/2020 |
| 10.8* | Policy for Recoupment of Incentive Compensation. | 10-K | 001-35444 | 10.8 | 2/28/2022 |
| 10.9* | Performance Bonus Compensation Plan for Executives. | 8-K | 001-35444 | 10.1 | 2/16/2022 |
| 10.10* | Form of Indemnification Agreement made by and between Yelp Inc. and each of its directors and executive officers. | S-1 | 333-178030 | 10.6 | 2/3/2012 |
| 10.11* | Offer Letter, dated February 3, 2012, by and between Yelp Inc. and Jeremy Stoppelman. | S-1/A | 333-178030 | 10.15 | 2/3/2012 |
| 10.12* | Offer Letter, dated December 27, 2019, by and between Yelp Inc. and David Schwarzbach. | 10-K | 001-35444 | 10.12 | 2/28/2020 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit · Filing · Filed | ||||||
| Number | Exhibit Description | Form | File No. | Exhibit | Date | Herewith |
| 10.13* | Amended and Restated Offer Letter, by and between Yelp Inc. and Joseph Nachman, dated February 3, 2012. | S-1/A | 333-178030 | 10.9 | 2/3/2012 | |
| 10.14* | Letter Agreement, dated May 22, 2014, by and between Yelp Inc. and Joseph Nachman. | 8-K | 001-35444 | 99.1 | 5/28/2014 | |
| 10.15* | Offer Letter and Termination and Rehire Agreement, dated August 26, 2013, by and between Yelp Inc. and Sam Eaton. | 10-K | 001-35444 | 10.20 | 2/28/2022 | |
| 10.16* | Contract of Employment, dated March 15, 2022, by and between Yelp UK Limited and Sam Eaton. | 10-Q | 001-35444 | 10.3 | 5/6/2022 | |
| 10.17* | Offer Letter, dated October 27, 2021, by and between Yelp Inc. and Carmen Amara (Orr). | 10-Q | 001-35444 | 10.1 | 5/6/2022 | |
| 10.18* | Offer Letter, dated January 13, 2022, by and between Yelp Inc. and Craig Saldanha. | 10-Q | 001-35444 | 10.2 | 5/6/2022 | |
| 10.19* | Summary of Non-Employee Director Compensation Arrangements as of January 1, 2025. | 10-Q | 001-35444 | 10.1 | 5/9/2025 | |
| 10.20 | Revolving Credit and Guaranty Agreement, dated as of April 28, 2023, by and between Yelp Inc., the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. | 10-Q | 001-35444 | 10.1 | 8/7/2023 | |
| 10.21 | Letter Agreement, dated May 15, 2024, by and between Yelp Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent under that certain Revolving Credit and Guaranty Agreement, dated as of April 28, 2023, by and between Yelp Inc., the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. | 10-Q | 001-35444 | 10.1 | 8/9/2024 | |
| 10.22 | First Amendment to Revolving Credit and Guaranty Agreement, dated as of December 18, 2025, by and between Yelp Inc., the lenders party thereto, JP Morgan Chase Bank, N.A., as the existing administrative agent and collateral agent, and Wells Fargo Bank, National Association, as the successor administrative agent and collateral agent. | X | ||||
| 19.1 | Amended and Restated Insider Trading Policy. | 10-K | 001-35444 | 19.1 | 2/27/2025 | |
| 21.1 | Subsidiaries of Yelp Inc. | 10-K | 001-35444 | 21.1 | 2/27/2025 | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||
| 24.1 | Power of Attorney (included on signature page). | X | ||||
| 31.1 | Certification pursuant to Rule 13a-14(a)/15d-14(a). | X | ||||
| 31.2 | Certification pursuant to Rule 13a-14(a)/15d-14(a). | X | ||||
| 32.1† | Certifications of Chief Executive Officer and Chief Financial Officer. | X | ||||
| 97.1 | Incentive Compensation Recoupment Policy. | 10-K | 001-35444 | 97.1 | 2/27/2024 | |
| 101.INS | Inline XBRL Instance Document (embedded within the Inline XBRL document). | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (with embedded Linkbase Documents). | X | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | X | ||||
- Indicates management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Yelp Inc. under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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