YELP INC

9. LEASES

The components of lease cost, net for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

The Company’s leases and subleases do not include any variable lease payments, residual value guarantees, related-party leases, or restrictions or covenants that would limit or prevent the Company from exercising its right to obtain substantially all of the economic benefits from use of the respective assets during the lease term.

Supplemental cash flow information related to leases for the years ended December 31, 2025, 2024 and 2023 was as follows (in thousands):

As of December 31, 2025, maturities of lease liabilities were as follows (in thousands)(1):

(1)Non-cancelable sublease proceeds of $15.1 million are not included in the maturities of lease liabilities disclosed in the table.

As of December 31, 2025 and 2024, the weighted-average remaining lease term and weighted-average discount rate were as follows:

The Company subleased certain office space in San Francisco and Toronto during the year ended December 31, 2024 and abandoned certain office space in San Francisco and New York during the year ended December 31, 2023. The Company evaluated the associated ROU assets and leasehold improvements for impairment as a result of the subleases and abandonments, and recognized impairment charges of $5.9 million and $23.6 million during the years ended December 31, 2024 and 2023, respectively, which are included in general and administrative expenses on its consolidated statements of operations. The impairment charges during the year ended December 31, 2024 reduced the carrying amounts of the ROU assets and leasehold improvements by $4.6 million and $1.3 million, respectively. The impairment charges during the year ended December 31, 2023 reduced the carrying amount of the ROU assets and leasehold improvements by $21.3 million and $2.3 million, respectively. For more information on the fair values of the ROU assets and leasehold improvements used in the impairment analysis, see Note 5, “Fair Value Measurements.”

10. CONTRACT BALANCES

The changes in the allowance for credit losses during the years ended December 31, 2025, 2024 and 2023, were as follows (in thousands):

In calculating the allowance for credit losses as of December 31, 2025, 2024 and 2023, the Company considered expectations of probable credit losses based on observed trends in cancellations, observed changes in the credit risk of specific customers, the impact of anticipated closures and bankruptcies using forecasted economic indicators in addition to historical experience and loss patterns during periods of macroeconomic uncertainty. The decrease in the provision for credit losses and write-offs, net of recoveries in the year ended December 31, 2025 as compared to the prior-year period was a result of lower aggregate customer delinquencies, while the increase in the year ended December 31, 2024 as compared to the prior-year period was primarily driven by the ordinary course of business, reflecting the increase in net revenue as well as higher aggregate customer delinquencies.

Contract liabilities consist of deferred revenue, which is recorded on the consolidated balance sheets when the Company has received consideration, or has the right to receive consideration, in advance of transferring the performance obligations under the contract to the customer.

The changes in short-term deferred revenue during the years ended December 31, 2025 and 2024 were as follows (in thousands):

The majority of the Company’s deferred revenue balance as of December 31, 2025 is classified as short-term and is expected to be recognized as revenue in the subsequent three-month period ending March 31, 2026. An immaterial amount of long-term deferred revenue is included in other long-term liabilities as of December 31, 2025. No other contract assets or liabilities were recorded on the Company’s consolidated balance sheets as of December 31, 2025 and 2024.

11. SELECTED CONSOLIDATED FINANCIAL STATEMENT DATA

Prepaid Expenses and other current assets

Prepaid expenses and other current assets as of December 31, 2025 and 2024 consisted of the following (in thousands):

Other non-current assets

Other non-current assets as of December 31, 2025 and 2024 consisted of the following (in thousands):

(1)Represents net non-current DTAs. DTAs are netted against DTLs within the same jurisdiction. See Note 14,“Income Taxes,” for additional details.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of December 31, 2025 and 2024 consisted of the following (in thousands):

As of December 31, 2025, other accrued liabilities primarily consisted of accrued operating expenses and current holdback consideration related to the acquisition of RepairPal. See Note 7, “Acquisition,” for details of current holdback consideration related to the acquisition of RepairPal.

Other income, net

Other income, net for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands):

(1)Represents the release of a reserve related to a one-time payroll tax credit.

12. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is subject to legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently does not believe that the final outcome of any of these other matters will have a material effect on the Company’s business, financial position, results of operations or cash flows.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. The Company may also assume indemnification obligations in strategic transactions, such as its assumption of certain indemnification obligations in its acquisition of RepairPal.

In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.

While the outcome of claims cannot be predicted with certainty, the Company does not believe that the outcome of any claims under the indemnification arrangements will have a material effect on the Company’s business, financial position, results of operations or cash flows.

Revolving Credit Facility

The Company has a revolving credit facility established by its Revolving Credit and Guaranty Agreement, dated as of April 28, 2023, with certain lenders and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, as amended by the First Amendment to Revolving Credit and Guaranty Agreement, dated as of December 18, 2025, with the lenders party thereto, JPMorgan 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 (as amended, the “Credit Agreement”).

The Credit Agreement provides for a $325.0 million senior secured revolving credit facility (the “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 the Company to increase the aggregate commitments by up to $250.0 million, plus additional amounts if the Company is able to satisfy a leverage test, subject to certain conditions. The commitments under the credit facility expire on April 28, 2028.

Loans under the credit facility bear interest, at the Company’s election, at either (a) an adjusted term Secured Overnight Financing Rate plus 0.10% plus a margin of 1.25% –1.50%, depending on the Company’s total leverage ratio, or (b) an alternative base rate plus a margin of 0.25% –0.50%, depending on the Company’s total leverage ratio. The Company is required to pay a commitment fee on the undrawn portion of the aggregate commitments that accrues at 0.20% –0.25% per annum, depending on the Company’s total leverage ratio, as well as a letter of credit fee on any outstanding letters of credit that accrues at 1.25% –1.50% per annum, depending on the Company’s total leverage ratio.

The credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability to incur indebtedness, grant liens, make distributions, pay dividends, repurchase shares, make investments and engage in transactions with the Company’s affiliates, in each case subject to certain exceptions. The credit facility also requires the Company to maintain a total leverage ratio of no greater than 3.75 to 1.00, subject to an increase up to 4.25 to 1.00 for a certain period following significant acquisitions, and an interest coverage ratio of no less than 3.00 to 1.00. The obligations under the credit facility are secured by liens on substantially all of the Company’s domestic assets, including certain domestic intellectual property assets and the equity of its domestic subsidiaries, as well as a portion of the equity interests the Company holds directly in its foreign subsidiaries.

As of December 31, 2025, the Company had $4.2 million of letters of credit outstanding under the credit facility sub-limit. 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 the Company was in compliance with all conditions and covenants thereunder as of December 31, 2025.

Purchase Obligations

The Company has certain off-balance sheet non-cancelable purchase obligations, consisting primarily of website hosting costs and other commitments required in the ordinary course of business. As of December 31, 2025, total commitments were approximately $147.1 million, of which approximately $92.6 million is expected to be paid within the next 12 months.

13. STOCKHOLDERS’ EQUITY

As of December 31, 2025, the Company’s board of directors had authorized the Company to repurchase up to an aggregate of $1.95 billion of its outstanding common stock, $38.8 million of which remained available as of December 31, 2025. The Company may purchase shares at management’s discretion in the open market, in privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing.

During the year ended December 31, 2025, the Company repurchased 8,768,771 shares on the open market for an aggregate purchase price of $291.9 million (excluding the 1% excise tax on stock repurchases as a result of the Inflation Reduction Act of 2022) and retired 8,836,631 shares. As of December 31, 2025, the Company had a treasury stock balance of 33,000 shares, which were excluded from its outstanding share count as of such date and subsequently retired in January 2026.

During the year ended December 31, 2024, the Company repurchased 6,686,518 shares on the open market for an aggregate purchase price of $250.9 million (excluding the 1% excise tax on stock repurchases as a result of the Inflation Reduction Act of 2022) and retired 6,585,658 shares. As of December 31, 2024, the Company had a treasury stock balance of 100,860 shares, which were excluded from its outstanding share count as of such date and subsequently retired in January 2025.

Common Stock Reserved for Future Issuance

As of December 31, 2025, the Company had reserved shares of common stock for future issuances in connection with the following (in thousands):

Equity Incentive Plans

The Company has outstanding awards under its 2012 Equity Incentive Plan, as amended (the “2012 Plan”). Under the 2012 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, restricted stock awards, performance units and performance shares. Additionally, the 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants.

On February 6, 2023, the Company adopted the Yelp Inc. 2023 Inducement Award Plan (the “Inducement Plan”), pursuant to which it reserved 1,400,000 shares of its common stock for issuance to individuals who were not previously employees of the Company, or who are returning to employment following a bona fide period of non-employment with the Company, as an inducement material to such persons entering into employment with the Company, in accordance with New York Stock Exchange Listed Company Manual Rule 303A.08. Under the Inducement Plan, the Company has the ability to issue non-statutory stock options, stock appreciation rights, RSUs, restricted stock awards, PRSUs and performance shares. The Inducement Plan also provides for the grant of performance cash awards to individuals eligible to receive awards under the Inducement Plan.

Stock Options

Prior to 2023, the Company granted stock options under its 2012 Plan. Options granted under the 2012 Plan were granted at a price per share not less than the fair value of a share of the Company’s common stock on the grant date, and are generally exercisable for contractual terms of up to 10 years. There wereno options granted during the year ended December 31, 2025. All options were fully vested as of December 31, 2025. The Company issues new shares when stock options are exercised.

A summary of stock option activity for the year ended December 31, 2025 is as follows:

Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock as quoted on the New York Stock Exchange on a given date and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $0.7 million, $0.3 million and $6.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

RSUs

RSUs generally vest over afour-year period, on one oftwo schedules: (a)25% vesting at the end of one year and the remaining vesting quarterly or annually thereafter or (b) ratably on a quarterly basis.

RSUs include PRSUs that are subject to either (a) a market condition or (b) the achievement of performance goals. PRSUs may also be subject to a time-based vesting schedule of quarterly over four years (the “Time-Based Vesting Schedule”). For PRSUs subject to a market condition, the Company recognizes expense from the date of grant. For PRSUs subject to the achievement of performance goals, the Company recognizes expense when it is probable that the performance condition will be achieved.

The Company granted PRSUs subject to market conditions in 2022, 2023 and 2024. The shares underlying each of these PRSU awards vest based on the relative performance of the Company’s total stockholder return (“TSR”) over athree-year period. A percentage of the target number of shares underlying each award, ranging from zero to 200%, will vest based on the percentile rank of the Company’s TSR relative to that of the other companies in the Russell 2000 Index over a three-year period beginning January 1 of the year of grant (the “Performance Period”). The Company’s TSR, as well as the TSR of the other companies in the Russell 2000 Index, will be calculated based on the average closing price of each company’s stock over the last 20 trading days of the Performance Period compared to the average closing price over the first 20 trading days of the Performance Period. Any shares that become eligible to vest based on the Company’s level of achievement of the market goal will fully vest on or following certification of the Company’s performance on February 20, 2025, 2026 and 2027, respectively, or, if certification occurs following such date, March 15, 2025, 2026 and 2027, respectively, for the 2022, 2023 and 2024 grants, subject to the applicable employee’s continued service as of such vesting dates.

For PRSUs subject to the achievement of performance goals, a percentage of the target number of shares, ranging from zero to 200%, will become eligible to vest based on the Company’s level of achievement of certain financial targets, subject to the Time-Based Vesting Schedule. The shares subject to the achievement of performance goals become eligible to vest once the achievement against the financial targets is known, which will be no later than March of the year following the year in which the PRSUs are granted. On the quarterly vest date immediately following such determination (or a vest date otherwise specified in the agreement), the eligible shares, if any, will vest to the extent that the employee has met the Time-Based Vesting Schedule as of such date. Thereafter, the eligible shares will continue to vest in accordance with the Time-Based Vesting Schedule, subject to the applicable employee’s continued service as of each such vesting date. The Company performed an analysis as of December 31, 2025 to assess the probability of achievement of the PRSU financial targets and, as a result, recorded compensation costs in the year ended December 31, 2025 for the PRSUs granted in 2025 that it expected to vest.

As the PRSU activity during the year ended December 31, 2025 was not material, it is presented together with the RSU activity in the table below. A summary of RSU and PRSU activity for the year ended December 31, 2025 is as follows (in thousands, except per share amounts):

(1)Includes 1,672,085 shares that vested but were not issued due to the Company’s use of net share settlement for payment of employee taxes.

(2)Includes 798,438 PRSUs.

The aggregate fair value as of the vest date of RSUs and PRSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $136.8 million, $177.3 million and $207.4 million, respectively. As of December 31, 2025, the Company had approximately $156.4 million of unrecognized stock-based compensation expense related to RSUs and PRSUs, which it expects to recognize over the remaining weighted-average vesting period of approximately 1.9 years.

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations, during designatedsix-month offering periods. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period, based on the closing sales price of the Company’s common stock as quoted on the New York Stock Exchange on such date.

During the years ended December 31, 2025, 2024 and 2023, there were 637,281,614,339 and 604,111 shares purchased by employees under the ESPP at a weighted-average purchase price per share of $28.92, $31.82 and $31.79, respectively. The Company recognized stock-based compensation expense related to the ESPP of $3.2 million during the year ended December 31, 2025 and $3.3 million during each of the years ended December 31, 2024 and 2023.

Stock-Based Compensation

The following table summarizes the effects of stock-based compensation expense related to stock-based awards in the consolidated statements of operations during the periods presented (in thousands):

During the years ended December 31, 2025, 2024 and 2023, the Company capitalized $10.8 million, $11.7 million and $9.7 million, respectively, of stock-based compensation expense as website and internal-use software development costs and, to a lesser extent, implementation costs incurred related to cloud computing arrangements that are service contracts.

14. INCOME TAXES

The following table presents domestic and foreign components of income before income taxes for the periods presented (in thousands):

The income tax provision is composed of the following (in thousands):

The following table (in thousands, except percentages) presents a reconciliation of the provision for income taxes computed at the statutory federal rate to that computed at the Company’s effective tax rate for the year ended December 31, 2025 as required by ASU 2023-09. Prior periods presented have been conformed to the new additional disclosure requirements as applicable. See Note 2,“Summary of Significant Accounting Policies—Recently Adopted Accounting Pronouncements,” for additional details on the adoption of ASU 2023-09:

(1)The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include: 2025: California, New York, and New York City; 2024: California, Illinois, New York, and New York City; and 2023: California, Illinois, and New York.

(2)Stock-based compensation consists of: stock-based compensation windfalls/shortfalls, Section 1032 intercompany stock gain not recognized, disqualifying dispositions, and intercompany stock-based compensation.

Deferred Tax Balances

Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented (in thousands):

As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $16.3 million and $42.1 million, respectively, expiring beginning in 2034 and 2029, respectively. The Company had federal research credit carryforwards of approximately $2.5 million (gross) that begin to expire in 2027, if unused, and California research credit carryforwards of approximately $72.0 million (gross) that do not expire. The Company had Canada research credit carryforwards of approximately $1.2 million (gross) that begin to expire in 2045.

Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in a limitation that will materially reduce the total amount of net operating loss carryforwards and credits that can be utilized. Further, foreign loss carryforwards may be subject to limitations under the applicable laws of the taxing jurisdictions due to ownership change limitations.

As of December 31, 2025, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of approximately $50.4 million. The Company continues to assert that all its foreign earnings are to be permanently reinvested and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. As such, the Company has not recognized a deferred tax liability related to unremitted foreign earnings.

Deferred Tax Valuation Allowance

As more fully described in “Income Taxes” in Note 2, “Summary of Significant Accounting Policies,” the Company maintains valuation allowances against deferred tax balances where appropriate and considers all positive and negative evidence that the Company would have future taxable income sufficient to realize the benefit of its DTAs.

Valuation allowances of $31.2 million and $34.7 million primarily related to California state tax credits were recorded against the Company’s net deferred tax asset balances as of December 31, 2025 and 2024, respectively. Since the Company mainly conducts research and development activities in California but earns a substantial portion of its U.S. income in other states, the Company could not assert, at the required more-likely-than-not level of certainty, that it would generate future taxable California income sufficient to realize the benefit of these DTAs. Accordingly, the Company maintained a valuation allowance against specific state credits.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

As of December 31, 2025, the Company had $50.3 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During the years ended December 31, 2025 and 2024, the Company recorded interest and penalties of $9.1 million and $3.9 million, respectively. During the year ended December 31, 2023, the Company recorded animmaterial amount of interest and penalties.

In addition, the Company is subject to the continuous examination of its income tax returns by the IRS and other tax authorities. The Company’s federal and state income tax returns for tax years subsequent to 2012 remain open to examination. In the Company’s foreign jurisdictions — Canada, Germany, Ireland and the United Kingdom — the tax years subsequent to 2019 remain open to examination. The Company regularly assesses the likelihood of adverse outcomes resulting from examinations to determine the adequacy of its provision for income taxes, and monitors the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

Supplemental Disclosures of Other Cash Flow Information — Cash Paid for Income Taxes, Net

Supplemental cash flow information related to cash paid for income taxes, net for the years ended December 31, 2025, 2024 and 2023 was as follows (in thousands):

(1)Individual jurisdictions equaling 5% or more of the cash paid for income taxes, net for the year includes: 2025: United States federal $26.2 million, Canada $2.0 million, United Kingdom $(1.8) million, and Foreign Other $0.2 million; 2024: United States federal $51.7 million and Foreign $2.6 million; and 2023: United States federal $20.7 million, United Kingdom $1.5 million and Foreign Other $1.8 million.

15. NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share attributable to common stockholders is computed using the weighted-average number of outstanding shares of common stock and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, RSUs (including PRSUs) and, to a lesser extent, ESPP shares. If dilutive, such potentially dilutive securities are reflected in net income (loss) per share attributable to common stockholders using the treasury stock method.

The following tables present the calculation of basic and diluted net income per share attributable to common stockholders for the periods presented (in thousands, except per share data):

The following stock-based instruments were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):

16. INFORMATION ABOUT SEGMENT, REVENUE AND GEOGRAPHIC AREAS

The Company considers operating segments to be components of the Company for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has determined that it has a single operating and reporting segment managed on a consolidated basis. The single segment generates substantially all of its revenue from the sale of performance-based advertising products through its advertising platform. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer assesses performance for the single segment and decides how to allocate resources based on net income, which is reported on the consolidated statements of operations as net income attributable to common stockholders. Net income is used to monitor budget versus actual results. The measure of segment assets is reported on the consolidated balance sheets as total assets.

The following table presents a reconciliation of segment net income to net income attributable to common stockholders for the periods presented (in thousands):

(1)Includes expenses related to employees working in the sales and marketing, product development and general and administrative departments and excludes expenses related to employees working in the infrastructure department whose costs are included in the cost of revenue (exclusive of depreciation and amortization and stock-based compensation) line.

(2)Includes marketing, facilities, travel and entertainment, consulting and professional services, hardware and software, credit losses, litigation settlement, asset impairment, other operating expenses and other income (expense).

(3)Prior period segment information has been recast to conform to the way the Company internally managed and monitored its business during 2025. The recast of prior period information had no impact on the Company’s consolidated balance sheets, consolidated statements of operations, or consolidated statements of cash flows.

Net Revenue

When the Company communicates results externally, it disaggregates net revenue into major product lines and primary geographical markets, which is based on the billing address of the customer. The disaggregation of net revenue by major product lines is based on the type of service provided and also aligns with the timing of revenue recognition for each. To reflect the Company’s strategic focus on creating differentiated experiences for its Services categories and Restaurants, Retail & Other categories, the Company further disaggregates advertising revenue to reflect these two high-level category groupings. The Services categories consist of the following businesses: home, local, auto, professional, pets, events, real estate and financial services. The Restaurants, Retail & Other categories consist of the following businesses: restaurants, shopping, beauty & fitness, health and other.

The following table presents the Company’s net revenue by major product line (and by category for advertising revenue) for the periods presented (in thousands):

During the years ended December 31, 2025, 2024 and 2023, no individual customer accounted for 10% or more of consolidated net revenue.

The following table presents the Company’s net revenue by major geographic region for the periods presented (in thousands):

Long-Lived Assets

The following table presents the Company’s long-lived assets by major geographic region as of December 31, 2025 and 2024 (in thousands):

17. SUBSEQUENT EVENTS

Acquisition of Hatchify Inc.

On January 17, 2026, the Company and Hargrove Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hatchify Inc. (“Hatch”) and Fortis Advisors LLC, as the Securityholders’ Representative. Pursuant to the Merger Agreement, on February 2, 2026, Merger Sub merged with and into Hatch, with Hatch continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”).

On February 2, 2026, the transaction closed upon the consummation of the Merger and all outstanding capital stock and options to purchase capital stock of Hatch were converted into the right to receive an aggregate of approximately $270 million in cash, subject to customary post-closing adjustments. Pursuant to the Merger Agreement, the Company will also provide certain continuing Hatch employees with retention packages valued at an aggregate of $30 million to be paid out overtwo tothree years.

The Company funded its acquisition of Hatch in part with borrowings under the credit facility. See Note 12,“Commitments and Contingencies,” for additional details. The Company funded the remainder of the purchase price with proceeds from the sale of approximately $162 million of marketable securities subsequent to year end.

The Company acquired Hatch, an artificial intelligence (“AI”) lead management platform, to further compliment the Company’s AI capabilities and strategy. The initial accounting for this acquisition is incomplete due to the timing of available information and purchase accounting information is still being compiled and is not available for disclosure. The results of operations of the acquired business will be included in the Company’s consolidated results beginning from the date of acquisition.

On February 10, 2026, the Company’s board of directors authorized a $500.0 million increase to its stock repurchase program, bringing the total amount of repurchases authorized under the stock repurchase program since its inception in 2017 to $2.45 billion. The Company repurchased $25.1 million of shares subsequent to December 31, 2025, resulting in $513.7 million remaining available for future repurchases on February 17, 2026.