YELP 10-K & 10-Q changes, risk factors and insider trading

Adverse macroeconomic conditions — suchparticularly asthose theaffecting currentlocal uncertain economic environmenteconomies — 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.

The United States continues to face widespread macroeconomic uncertainties, including labor shortages, inflation and recessionary concerns, which may be exacerbated by proposed tariffs and changes to U.S. immigration policy. These challenging macroeconomic conditions have had, and may continue to have, a significant adverse impact on our business and results of operations. For example, adverse macroeconomic conditions have had, and may continue to have, a negative impact on the ability and willingness of advertisers to spend on our products and services. Businesses in our Restaurants, Retail & Other (“RR&O”) categories in particular have faced protracted adverse conditions, which have negatively impacted their advertising spending with us. The weakness we observed in advertiser demand from RR&O businesses beginning in late December 2023 continued throughout 2024,2025, resulting in advertising revenue from RR&O businesses decreasing 6% and paying advertising locations decreasing 3% year over year.year in 2025. We believe the performance of our RR&O categories in 20242025 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. Wewe expect these challenges to persist and have an adverse impact on our results of operations in 2025.2026.

Changes in consumer behavior due to adverse economic conditions have also had, and may alsocontinue to have, both direct and indirect negative impacts on our business. Conditions that negatively impact consumer spending in local economies impact our business.business directly through reduced consumer traffic to our platform. For example, inwe 2024,believe economic uncertaintyuncertainties and inflationary pressures contributed to consumerthe uselack of ourgrowth mobilein app and webconsumer traffic to our platform remaining below pre-pandemic 2019 levels. This impact was particularly pronounced in certain geographies within the United States and in our RR&O categories.2025. Because traffic to and user engagement on our platform together impact the number of ads we are able to show as well as the value of those ads to businesses, such negative impacts on consumer activity may also make it more difficult to convince existing and prospective advertisers that our products offer them a material benefit and generate a competitive return relative to other alternatives.

It is not possible for us to predict the remaining duration of the current adverse macroeconomiceconomic conditions,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. Any prolonged adverse macroeconomic conditions may also fundamentally shift consumer demand or preferences in ways that harm our business, such as consumers’ preference for food delivery over dine-in restaurant experiences following the COVID-19 pandemic, which we believe may be contributing to the weak RR&O traffic we have seen since the pandemic.

In order to maintain and expand our advertiser base, we must convince existing and prospective advertisers alike that our advertising products offer them a material benefit and generate a competitive return relative to other alternatives. Adverse macroeconomic conditions may make this more difficult, particularly when such macroeconomic conditions disproportionately affect the SMBslocal 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.labor, among other challenges. These conditions have had, and maywe 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 havehas been responsible for the weakness in advertiser demand in our RR&O categories we have been experiencing since late December 2023.

•challenging macroeconomic conditions or trends that negatively impact consumer demand, such as the current inflationary environmentenvironment, 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;

Our growth strategy includes priorities such as creatingreconceiving aYelp best-in-classaround experienceanswers inand actions, delivering AI tools that help service pros and other local businesses grow, operate and succeed, and extending our Servicesreach categoriesto forpower consumerslocal anddelivery service professionals, driving advertiser value through our advanced technology, and transformingacross the consumerAI experience on our platform.ecosystem. These initiatives will require substantial investments, involve significant risks and executing on them may prove more difficult than we currently anticipate. We may not succeed in realizing the benefits of these efforts, including growing our revenue and improving our margins, within the time frame we expect or at all. ForEven example,if these initiatives ultimately drive revenue growth, it will likely trail the increase in expenses resulting from our 2024 initiative to acquire Services leads off Yelp through paid search significantly increased our marketing expenses, but ultimately did not provide our desired return.investments.

Our ability to execute each of our strategic priorities depends on our ability to develop innovative, relevant and useful products in a timely manner. Developing successful products requires substantial investments, and such investments may not prioritize short-term financial results and may involve significant risks and uncertainties. For example, new products may fail to generate sufficient revenue, operating margin or other value to justify the investments we made in them,them. whichThis is a particular risk for new products that are unproven or that are outside of our historical core business.business, including the product roadmap underlying our 2026 strategic initiatives, which aims to deliver innovative AI-powered products and features. Although we have significant experience with AI technologies, the use of, as well as consumer expectations for, such technologies are rapidly evolving and we cannot guarantee that our AI-based products will prove popular with consumers or businesses. Our plans to leverage AI in our product initiatives and business operations also pose particular risks to our business, as further described below.

WeCertain willof our past strategic decisions may also face industry challengescontinue to impact our opportunities and long-term prospects. For example, although our strategic focus on Services businesses in recent years has driven our business performance, our Services business.business faces industry challenges. In addition to being a highly competitive, fragmented market, it has not yet fully embraced online solutions of the type we offer. Many of our consumers continue to search for, select and hire service professionals offline through word-of-mouth and referrals. Changing traditional habits is difficult, and the speed and ultimate outcome of the shift of these markets online for consumers and businesses alike is uncertain and may not occur as quickly as we expect, or at all.

We have experienced, and expect to continue to experience, fluctuations and declines in our traffic fromin timecertain to timeperiods 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 believe that the current uncertain and inflationary economic environment hadcontinued to have a negative impact on our RR&O traffic in 2024,2025, offsetting modest growth in Services traffictraffic, and contributing to low single-digit year-over-year growthresulting in our web traffic metrics andbeing adown year-over-yearmodestly decreaseyear inover app unique devices in 2024.year. While we cannot predict the remaining duration of the current adverseuncertain macroeconomiceconomic conditions or the duration or magnitude of their impact on our traffic, we expect RR&O traffic to remain challenged in 2025. 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. However, the volume of traffic and app downloads from this source has declined following certain changes to the display of our content in Apple Maps and it may continue to decline in the future.2026.

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. Should our traffic growthcontinue rate slow orto 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.

We rely heavily on Internet search engines, suchincluding asprimarily 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. If they fail to drive sufficient traffic to our platform, we may need to increase our marketing spend to acquire additional traffic. We cannot assure you that the value we ultimately derive from any such additional traffic would exceed the cost of acquisition, and the resulting increase in marketing expense may in turn harm our operating results. For example, despite our 2024 initiative to acquire Services projects through paid search resulting in an increase in projects, more ad clicks and lower average CPCs than in the prior year, these improvements did not drive our desired returns in advertiser retention or ad budget increases.

The amount of traffic we attract from search engines is due in large part to how and where information from and links to our website are displayed on search engine result pages. The specific links to our platform that are displayed in search engine results also impact the quality, including the value and engagement level, of the traffic we receive from search engines. The display, including rankings,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. 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, search engines such as Google have incorporated AI-generated responses to search queries above their organic search results, which has reduced the prominence of links to our platform and may be having a negative impact on our traffic.

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. For example, Google has integratedpromoted its local product offering withwithin certain of its products, including general search and maps. The resulting promotion of Google’s own competing products ahead of its weborganic 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. 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 incorporationpresentation of AI-generated responses to search queries abovein itsa webmanner searchthat resultsde-emphasizes links to our platform — could have a substantial negative effect on our business and results of operations.

Some of our competitors enjoy certain competitive advantages, such as greater name recognition, longer operating histories, substantially greater market share, large existing user bases and substantially greater financial, technical and other resources. 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. For example, competitors have used, and may in the future use, their substantial financial resources to secure positions as the default or exclusive option in web browsers, mobile devices or other potential sources of traffic and app downloads, as Alphabet Inc., the parent company of Google, pays for Google to be the default search engine in Apple’s Safari browser. In particular, major Internet companies, such as Google and Meta, may be more successful than us in developing and marketing online advertising and other services directly to local businesses, and may leverage their relationships based on other products or services to gain additional share of advertising budgets. Certain competitors could also use strong or dominant positions in one or more markets to gain competitive advantage against us in areas in which we operate, including by:

We rely on relationships with various third parties to grow our business, including strategic partners and technology and content providers. 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 GrubhubDoorDash for food-ordering services. Identifying, negotiating and maintaining relationships with third parties require significant time and resources, as does integrating their data, services and technologies onto our platform. 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.

It is possible that third-party providers and strategic partners may not be able to devote the resources we expect to the relationships. We may also have competing interests and obligations with respect to certain of our partners, which may make it difficult to maintain, grow or maximize the benefit for each partnership. 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. 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 maymight be difficult to maintain as a result. Although traffic and app downloads driven by Apple Maps decreased following certain changes to the display of our content in Apple Maps, if our partnership with Apple ended, traffic to our platform and our business would be harmed. Similarly, our entry into the online reservations space with our acquisition of SeatMe, Inc. in 2013 put us in competition with OpenTable, which led to the end of our partnership with OpenTable in 2015. If our relationships with our partners and providers deteriorate, we could suffer increased costs and delays in our ability to provide consumers and advertisers with content or similar services. 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.

Our employee operations are complex and place substantial demands on management and our operational infrastructure. 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.crises. Such factors may have a substantial impact on employee attendance or productivity, and the extent and duration of their impact are typically uncertain; if we are not able to respond to and manage the impact of such events effectively, our business will be harmed. For example, our rapid and broad-based shift to a remote working environment in connection with the COVID-19 pandemic added to the complexity of our employee operations by creating productivity, connectivity, security and oversight challenges. While we believe these challenges have been addressed, weWe expect challenges to continue to arise as we navigate uncertain political and economic environments, incorporate technological innovations into our business and otherwise respond to external factors going forward. Addressing these challenges could adversely affect our company culture and will require the attention of our executive team and other key employees, which could adversely affect our business.

As new devices and platforms are continually being released, it is also difficult to predict the problems we may encounter in adapting our products and services — and developing competitive new products and services — to them, and we may need to devote significant resources to the creation, support and maintenance of such products. Our success will be dependent on the interoperability and compliance of our products with a range of technologies, systems, networks and standards that we do not control, such as mobile operating systems like Android and iOS. 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 reducereduced 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 may not be successful in developing products that operate effectively with these technologies, systems, networks and standards or in creating, maintaining and developing relationships with key participants in related industries, some of which may be our competitors.

Our success will depend, in part, on our ability to expand our product offerings and grow our business in response to changing technologies, user and advertiser demands, and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses or technologies rather than through internal development. For example, in NovemberFebruary 2024,2026, we acquired RepairPalHatch to advance our AI transformation and expand our subscription offerings into thehelp autoServices servicesbusinesses category.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. The pursuit of potential future acquisitions or investments may divert the attention of management and in many cases causes us to incur expenses in identifying, investigating and pursuing transactions, whether or not they are consummated. If we do not complete an announced strategic transaction, or we do not complete it within the time frame we anticipate, our business and financial results could be harmed.

Acquisitions that are consummated could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations. The incurrence of debt in particular could result in increased fixed obligations or include covenants or other restrictions that would impede our ability to manage our operations. For example, we funded the purchase price of Hatch in part with borrowings under our revolving credit facility. In addition, any transactions we announce could be viewed negatively by users, businesses or investors. We may also fail to accurately forecast the financial impact of a transaction, including tax and accounting charges.

We base many of our decisions on our commitment to providing the consumers who use our platform with a great experience. In the past, we have forgone, and we may in the future forgo, certain expansion or revenue opportunities that we believe excessively degrade the consumer experience, even if such decisions negatively impact our results of operations in the short term. For example, inwe 2015,prohibit businesses from soliciting customers to write reviews on our platform, which can create a positive bias that is unfair to consumers and other businesses. While we phasedbelieve outthis thepolicy brandis advertisinga productscritical weto offeredmaintaining attrustworthy content that timeconsumers incan partrely becauseon, demandit inalso theprevents brandus advertisingfrom marketpartnering hadwith shiftedsome towarddigital productsmarketing disruptiveagencies, towhose theactions consumeroften experience.include review solicitation on our platform, which might otherwise be a source of revenue. 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. Certain advertisers may therefore perceive us as an impediment to their success as a result of reviews and ratings that are critical of them. This practice could result in a loss of advertisers, which in turn could harm our results of operations. However, we believe that this approach has been essential to our success in attracting users and increasing the frequency with which they use our platform. As a result, we believe this approach has served the long-term interests of our company and our stockholders and will continue to do so in the future.

Further, if our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation, ability to attract or retain employees, and attractiveness as an investment, business partner, acquiror or service provider could be negatively impacted. 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 recentlyhas issued executive orders targeting certain DEI initiatives in the private sector. These or other anti-ESG- and anti-DEI-related policies, legislation, initiatives, legal decisions and scrutiny could result in investigations, litigation or enforcement actions against us by governments, regulators or others. Responding to and resolving such actions may require significant time and resources, regardless of their merit, and may result in us sustaining reputational harm.

ComputerMalicious viruses,code (such as computer viruses and worms), break-ins, malware,malware (including as a result of advanced threat intrusions), social engineering (particularly spear phishing attacks and through the use of deep fakes), attempts to overload servers with denial-of-service attacks, credential stuffing attacks, ransomware attacks, orand other similar attacks and disruptions from unauthorized use of computer systems have become more prevalent in our industry. Ransomware attacks in particular are becoming increasingly common and could lead to significant interruptions in our operations, ability to provide our products and services, loss of sensitive data, reputational harm and diversion of funds. Extortion payments may mitigate the negative impacts of a ransomware attack, but we may be unwilling or unable to make such payments for various reasons, including due to applicable laws or regulations prohibiting such payments. Our distributed and international workforce could impact the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly.

Cyber-attacks and other attempts to gain unauthorized access to our computer systems have occurred on our systems in the past and are expected to occur periodically on our systems in the future. 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. Although none of the disruptions we have experienced to date have had a material impact on our business, any future disruptions could lead to interruptions, delays or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personal information or confidential information. Even if we experience no significant shutdown or no critical data is lost, obtained or misused in connection with an attack, the occurrence of such an attack or the perception that we are vulnerable to such attacks may harm our reputation, degrade the user experience, cause loss of confidence in our products or result in financial harm to us.

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. A security incident or breach at any such third party could be perceived by consumers, businesses or others as a security incident or breach relating to our systems and result in negative publicity, damage to our reputation and expose us to other losses. While we may be entitled to damages if such third parties fail to satisfy their privacyprivacy- or security-related obligations to us, any such award may be unrecoverable or insufficient to cover our damages. Similarly, threat actors may leverage a compromise of our networks or systems to gain access to the networks or systems of third parties with whom we work, which could expose us to further liabilities and reputational harm.

Cyber-attacks continue to evolve in sophistication and volume, are increasingly difficult to detect, and may be inherentlyenhanced difficultor tofacilitated detect.by AI. 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. As a result, these preventative measures may not be adequate and we cannot assure you that they will provide absolute security.

Any or all of these issues could negatively impact our ability to attract new users, deter current users from returning to our platform, cause existing or potential advertisers to cancel their contracts, or subject us to third-party lawsuits or other liabilities. For example, we work with third-party vendors to process credit card payments by users and businesses, and are subject to payment card association operating rules. Compliance with applicable operating rules, however, will not necessarily prevent illegal or improper use of our payment systems, or the theft, loss or misuse of payment information. If our security measures fail to prevent fraudulent credit card transactions and protect payment information adequately as a result of employee error, malfeasance or otherwise, or we fail to comply with the applicable operating rules, we could be liable to the users and businesses for their losses, as well as the vendor under our agreement with it, and be subject to fines and higher transaction fees. 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. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of privacy and security matters, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

In addition, governmentgovernmental 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. Applicable data privacy and security obligations may require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents, or to take other actions, such as providing credit monitoring and identity theft protection services. 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 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. We are also increasingly using AI tools to support our business operations, such as AI software coding assistantstools and AI features of other tools used in our operations, including tools used in third-party risk management, security and human resources software.

•the impact of macroeconomic conditions,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;

•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 prominenceprominence, such as Google’s incorporation of AI-generated responses to search queries above its organic search results;

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. Although our revenuesrevenue havehas grown significantly over time, increasing from $12.1 million in 2008 to $1.41 billion in 2024, our revenue growth rate has declineddecelerated in recent periods — even turning negative year over year in the fourth quarter of 2025 — as a result of a variety of factors, including the maturation of 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 the adverse macroeconomic conditions.conditions impacting local economies. Advertiser demand from RR&O businesses wasremained weak throughout 2024,2025, resulting in advertising revenue from RR&O businesses decreasing 3%6% year over year. We believe the performance of our RR&O categories in 20242025 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. As adverse conditions in local economies continued through 2025, they increasingly impacted our Services categories as well, as consumers forwent, delayed or scaled down services projects, which negatively impacted advertiser demand from businesses in these categories. 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&Olocal businesseseconomies to persist and have a significant adverse impact on our results of operations in 2025.2026.

OurWe have a revolving credit facility (“credit facility”) established pursuant to our 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 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 orand otherwisemay adversely affect our results of operations. It contains a number of covenants that limit our ability to, among other things, incur indebtedness, grant liens, make distributions, pay dividends, repurchase shares, make investments, or engage in transactions with our affiliates, merge or consolidate with other companies, sell material businesses or assets, or license or transfer certain of our intellectual property. We are also required to maintain certain financial covenants. Complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.

Additionally, the Credit Agreement utilizes Secured Overnight Financing Rate (“SOFR”) or various alternative methods to calculate the amount of accrued interest on any loans. 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, ifat 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.

Our income tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner in which we develop, value and use our intellectual property and the valuations of our intercompany transactions. For example, our corporate structure includes legal entities located in jurisdictionsa jurisdiction with an income tax ratesrate lower than the U.S. statutory tax rate. Our intercompany arrangements allocate income to such entities in accordance with arm’s length principles and commensurate with functions performed, risks assumed and ownership of valuable corporate assets. We believe that income taxed in certain foreign jurisdictions at a lower rate relative to the U.S. statutory rate will have a beneficial impact on our worldwide effective tax rate.

For example, the U.S. Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017, made broad and complex changes to the U.S. tax code, including, among other things, reducing the federal corporate tax rate. Beginning in 2022, the Tax Act required the capitalization of research and development expenses with amortization periods over 5 or 15 years pursuant to Internal Revenue Code Section 174 (“Section 174”). TheIn requirementJuly 2025, the congressional bill known as the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which, among other things, restored certain favorable corporate tax provisions, including permitting full expensing of domestic research and development expenses. We will continue to capitalize Section 174 expenditures has significantly impacted our cash tax liability and, if it is not modified, will significantly impact our cash tax liability inmonitor future years.developments, including regulatory guidance and interpretations, which could have a material impact.

Furthermore, taxing authorities in various U.S. states as well as other jurisdictions worldwide have enacted or proposed new tax laws, rules and regulations directed at taxing the digital economy and multinational entities. 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. Many countries have approved a framework that imposes a minimum tax rate of 15%, among other provisions. AsAlthough this framework is subject to further negotiation and implementation by each member country, many countries have approved its 15% global minimum tax rate, among other provisions. If additional jurisdictions adopt the timingOECD’s framework, and ultimateas impacttransition relief expires and other provisions of anythe suchframework changesbecome effective in jurisdictions that have adopted the framework, our effective tax rate and cash tax payments could increase. In January 2026, the OECD released guidance known as the “side-by-side package,” which introduced additional permanent and transitional safe harbors to the global minimum tax rules; however, this package represents international tax guidance only, and, as a result, the overall effect on our future tax obligations areremain uncertain. 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. We will continue to monitor the developments and assess any impacts on our long-term tax planning and consolidated financial statements.

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.Regulation” in Part I, Item 1 of this Annual Report. 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 are also 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, are still evolving or are being tested in courts, which adds to the complexity of operating our business.

Uncertainty regarding the application and interpretation of existing laws and regulations due to court challenges, evolving legislation or regulator interpretation may also result in a significantly greater compliance burden for us. For example, there have been ongoing efforts to restrict the scope of the critical liability protections afforded to online platforms like ours under CDA 230, which could increase our content moderation costs and our exposure to liability in connection with the publication of third-party content, including user-generated reviews. There have also been efforts to limit the applicability of CDA 230 to new types of content, such as AI-generated content. Changes to CDA 230 or new interpretations of its application, whether the result of legislative, administrative or judicial action, could also cause us to remove more content from our platform, particularly critical consumer commentary, in response to takedown demands that may or may not be legitimate, which would negatively affect the quality and quantity of information available through our service. Similarly, the mechanisms for transferring personal information from Europe and the United Kingdom to the United States in compliance with the GDPR and UK GDPR have been subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner for us to transfer personal data from Europe or the United Kingdom to the United States, or if the requirements for legally compliant transfers are too onerous, we could face significant adverse consequences, including increased exposure to regulatory actions, substantial fines, and injunctions against processing or transferring personal information from Europe, and may be required to increase our data processing capabilities in Europe at significant expense.

•the impact of adverse macroeconomic conditions on local economies, including the current adversechallenging macroeconomicoperating conditions,environment for local businesses, as well as the timing and pace of the recovery;

As one of the best known Internet brands in the United States, Yelp is a trusted local resource for consumers and a partner in success for businesses of all sizes. Consumers trust us for the more than 280300 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. We believegenerate substantially all of our abilityrevenue from the sale of performance-based advertising products, which our advertising platform matches to provide value to bothindividual consumers andthrough businessesauctions notpriced onlyon fulfillsa ourCPC mission to connect consumers with great local businesses, but also positions us well in the local, digital advertising market in the United States.basis.

WeIn generatethe substantiallyyear allended ofDecember 31, 2025, our net revenue was $1.46 billion, up 4% from the sale of performance-based advertising products, which our advertising platform matches to individual consumers through auctions priced on a CPC basis. In the year ended December 31, 2024, our net revenue was $1.41 billion, up 6% from the year ended December 31, 2023 and 18% from the year ended December 31, 2022, and we recorded net income of $132.9$145.6 million and adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”) of $358.0$369.2 million. For information on how we define and calculate adjusted EBITDA and a reconciliation of this non-GAAP financial measure to net income (loss),income, see “—Non-GAAP Financial Measures” below.

In 2024,2025, we delivered another year of record annual revenue and profitable growth through the consistent execution of our product-led strategic initiatives and prudent capital allocation:

MacroeconomicConditions Conditions.in TheLocal Economies. Many businesses in the United StatesStates, continuesparticularly toin faceour RR&O categories but increasingly in Services categories as well, have faced challenging operating environments amid widespread macroeconomiceconomic uncertainties,uncertainties in recent years, including labor shortages, supply chain issues, inflation and recessionary concerns, and higher interest rates, which mayhave bebeen exacerbated by proposed tariffs and changes to U.S. tariff policy and immigration policy.enforcement priorities. These challenging macroeconomic conditions have had, and maywe expect them to continue to have, a significant adverse impact on our business and results of operations. For example, adverse macroeconomiceconomic conditions have had, and maywe expect them to continue to have, a negative impact on the ability and willingness of advertisers to spend on our products and services.services, Althoughas advertiserhas demandbeen fromthe Servicescase businesses was strong in 2024,for RR&O businessesbusinesses, continuedwhich tohave faceexperienced a challengingprotracted operating environment, including supply chain issues, inflation and its impact on consumer spending, labor shortages and an increased cost of labor, which has negatively impacted their advertising spending with us.challenges.

ItAlthough it is not possible for us to predict the remaining duration of the ongoing adverse macroeconomicconditions conditionsfacing local economies or the duration or magnitude of any resulting adverse impact on our business.business, Adversewe macroeconomicexpect the current challenging operating conditions haveto historicallycontinue beenin particularly challenging for the SMBs on which we rely2026 and anynegatively protracted economic downturn would have significant negative effects onimpact our business.advertising revenue.

Investment in Growth. In 2025,2026, we plan to invest in our strategic initiatives to leadreconceive inYelp Services,around drive advertiser valueanswers and transformactions, deliver AI tools that help service pros and other local businesses grow, operate and succeed, and extend our reach to power local delivery across the consumerAI experience.ecosystem. 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. For example, new products and initiatives may fail to generate sufficient revenue, operating margin or other value to justify the investments we made in them, which is a particular risk for new products and initiatives that are unproven or that are outside of our historical core business, such as our plans to expand our use of AI throughout our platform and business operations. While we believe these initiatives will ultimately drive revenue growth, our investments in them will increase our operating expenses, and any increase in revenue resulting from these product innovations will likely trail the increase in expenses.

Our Ability to Attract and Retain Advertisers. Our revenue growth is driven by our ability to attract and retain advertising customers. To do so, we must deliver tailored advertising products at a competitive price in a highly competitive market. A substantial portion of our advertisers have the ability to cancel their advertising campaigns at any time. Their decisions to renew depend on the degree of satisfaction with our products as well as a number of factors that are outside of our control, including their ability to continue their operations and spending levels. Although the opportunity presented by multi-location Services businesses remainshas 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. 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 RepairPalHatch in February 2026 to advance our AI transformation and expand our subscription offerings into the Autohelp Services category.businesses operationally. In addition to diverting our management’s attention and otherwise disrupting our operations, our corporate development activities will affect our future financial results due to factors such as expenses incurred in identifying, investigating and pursuing transactions, whether or not they are consummated, possible dilutive issuances of equity securities or the incurrence of debt, unidentified liabilities and the amortization of acquired intangible assets. 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. 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.

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. Multi-locationWhile adour budgets2025 typicallyadvertising revenue generally increased sequentially from the first through the third quarter, the relative magnitude of each increase throughoutwas not as large as historical increases and advertising revenue ultimately decreased sequentially from the year,third generally starting the year at their lowest and peaking into the fourth quarter,quarter. thoughWe ourbelieve SMBthis customersdivergence tendfrom tohistorical decreasetrends their spending at that time. With regard to expenses, we generally decrease our marketing expenditures inwas the fourth quarter before increasing them again in the first quarterresult of theadvertisers followingexercising year.increased Ourcaution personnelamid expensesa tendchallenging tooperating increaseenvironment fromfor thelocal 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.businesses.

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.platforms, as well as revenue generated from RepairPal.

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. 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. For example, macroeconomic factors, suchincluding asrelated the current inflationary pressures andto labor and supply chain challenges,issues, inflation and recessionary concerns, and interest rates, have had a predominant negative impact on RR&O paying advertising locations overin therecent past year.periods. Short-term fluctuations in paying advertising locations may also reflect the acquisition or loss of single advertising accounts associated with large numbers of locations, or the pausing/restarting of advertising campaigns by such multi-location advertisers.

Total payingPaying advertising locations decreased in the three and twelve months ended December 31, 20242025 compared to the prior-year periods,periods asdue to the decreases in RR&O paying advertising locations, partially offset by growth in Services paying advertising locations in our RR&O categories were partially offset by increases in paying advertising locations in our Services categories over the sametwelve-month periods.period. We believe the decreases in RR&O paying advertising locations and lack of growth in Services paying advertising locations in the three-month period reflect the challenging operating environment facing businesseslocal businesses. The decreases in theseRR&O categoriespaying and,advertising locations also reflect, to a lesser extent, competition for ad spend from such businesses, including from food ordering and delivery providers.

A substantial majority of each of these traffic streams goes to our RR&O categories, with traffic to our mobile app particularly heavily weighted toward RR&O. Because RR&O traffic is particularly sensitive to changes in consumer confidence levels, our overall traffic levels generally fluctuate with macroeconomic conditions. 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.concerns, as well as resulting changes in consumer preferences, such as consumers’ preference for food delivery over dine-in restaurant experiences since the pandemic. We cannot predict the remaining duration of these conditions, or the duration or magnitude of any resulting adverse impacts on our traffic, and we expect that our traffic levels will continue to fluctuate with consumers’ level of confidence.

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. In 2025,2026, we expect RR&O traffic to remain challenged as consumers continue to face economic uncertainty and inflation, likely offsetting modest growth in Services traffic.inflation. While we believe our largest growth opportunity will be to monetize a greater portion of our existing traffic, rather than to grow traffic generally, we are also investing in a broad set of consumer initiatives to support the long-term growth of our traffic and business.

We use the metrics set forth below to measure each of our traffic streams. An individual userdevice whothat 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 peoplevisitors who visitto our platform on an average monthly basis.

App Unique Devices. PriorWe to 2024, we calculatedcalculate app unique devices as the number of unique mobile devices using our mobile app in a given month, averaged over a given twelve-month period. 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 devicesmonth 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”)., averaged over a given twelve-month period. Under boththis ourcalculation current and historical methodologies,method, an individual who accesses our mobile app from multiple mobile devices will be counted as multiple app unique devices.devices, Multiplewhile multiple individuals who access our mobile app from a shared device will be counted as a single app unique device.

In 2024,2025, app unique devices decreased year over year as consumers visited restaurants less frequently amid macroeconomic pressures. It also continued to be negatively impacted by the reduced volume of app downloads driven by Apple Maps.frequently.

Desktop and Mobile Website Unique Devices. 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. WeAs believea thisresult methodologyof willour allowongoing usefforts to betterimprove analyzethe accuracy of our key metrics, in 2025, we revised the minimum required level of engagement for desktop web traffic data. We refer to ourexclude webdevices trafficthat metricsvisit calculatedthe underYelp home page, but take no further action, which we do not believe represent valuable consumer traffic. Although this methodologychange asdid not have a material impact on the desktop unique devices ratherreported thanfor uniqueprevious visitorsyears, towe conformhave toadjusted the namenumber of our appdesktop unique devices metricwe are reporting below for the year ended December 31, 2024 to remove such traffic to provide greater accuracy and transparency, as well as tofor bettercomparative reflectpurposes thatagainst thesethe metricsyear measureended devicesDecember that31, visit our website rather than individuals who visit our website, as discussed below.2025.

Our internal measurement tools and Google Analytics measure devices and “users,” respectively, 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 devicesdevices, or unique visitors, as applicable, andwhile 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.device. Accordingly, the calculations of our unique visitors and unique devices may not accurately reflect the number of individuals who actually visit our website.

We generate substantially all of our revenue from the sale of performance-based advertising products, which our advertising platform matches to individual consumers through auctions priced on a cost-per-click (“CPC”) basis. In the three months ended MarchJune 31,30, 2026, our net revenue was $361.5$375.5 million, up 1% from the three months ended MarchJune 31,30, 2025, and we recorded net income of $17.7$31.7 million and adjusted EBITDA of $79.4$91.4 million. In the six months ended June 30, 2026, our net revenue was $737.0 million, up 1% from the six months ended June 30, 2025, and we recorded net income of $49.4 million and adjusted EBITDA of $170.8 million. 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.

In the firstsecond quarter of 2026, we continued to make progress transforming Yelp with artificial intelligence (“AI”) through our strategic investments in product innovation:

•Deliver AI Tools that Help Businesses Grow, Operate and Succeed. WeIn the second quarter, we continued to scale Yelp Host, our AI-powered call answering service for restaurants, in the first quarter, which surpassedreached an annual run rate2 of more than 1.52.4 million calls handled in AprilJuly 2026, more than doublingtripling from January 2026. We recently expanded Yelp Host’s capabilities through the addition of food ordering functionality with point-of-sale integration, which allows restaurants to take phone pickup orders without commission fees, as well as through our recently announced integration with OpenTable, which enables customers to book, modify and cancel reservations within Yelp Host. Hatch has also demonstrated earlycontinued progress since we acquired it in February 20262026, with an annual run rate revenue of $34.0approximately $35 million in MarchJune 2026. WeWith alsoincreased introduced an improved business owner account experience, which streamlines administrative tasks through an AI-powered support chatbot that handles account access, billingproduct and troubleshooting.engineering resources, the Hatch team made progress against their roadmap in the second quarter, shipping conversational analytics, outbound voice, enhancements to Google Local Services Ads and ServiceTitan integrations, and several optimizations to the core voice model.

•Extend Our Reach to Power Local Discovery Across the AI Ecosystem. Demand for our data licensing products was robust in the firstsecond quarter, including from our partnership with OpenAI, contributing to strong growth in other revenue. WeYelp securedratings newand licensingreviews agreements,recently includingbegan powering ChatGPT’s local experience in relevant categories. Building on our success with OpenAI, and continued to expand our integrations with existing partners, including Alexa+, where users are now able to book and manage Yelp restaurant reservations through our Reservations API. Consumers can now find licensed Yelp content on Amazon Alexa, Apple Maps, Microsoft Bing, Meta.aiMaps and Yahoo, amongwe manyalso otherexpect platforms.Request-a-Quote integration with ChatGPT to launch in the coming weeks.

In the firstsecond quarter, broad strength in other revenue and growth in advertising revenue from Services businesses drove modest year-over-year net revenue growth as the economic environment facing consumers and local businesses continued to be challenging. We expect these adverse conditions to persist and continue impacting advertising revenue across categories in the secondthird quarter, driving a modestslight year-over-year decrease in revenue.net However,1 weProjects expect revenue to increase sequentially in the second quarter due to continued strength in other revenue. As our other revenue streams continue to gain traction, we are targeting an annual run rate of $250 million in other revenuecreated by theusers endthrough ofa 2028.Request-a-Quote flow or Yelp Assistant.

2 References to the “annual run rate” of certain metrics included in this Quarterly Report are calculated by annualizing the metric’s results for the indicated period.period, excluding out-of-period adjustments with respect to revenue figures. For example, we calculate annual run rate based on a metric’s results for a given month by multiplying those results by 12, or for a given quarter by multiplying the results by four.

Ad clicks decreased year over year in the three and six months ended MarchJune 31,30, 2026, primarily due to a decreasedecreases in Restaurants, Retail & Other (“RR&O”) ad clicks, partially offset by a slight increaseincreases in Services ad clicks.

Average CPC increased in the three and six months ended MarchJune 31,30, 2026, primarily dueas toa anresult increaseof inServices averagead CPCclicks, inwhich generally have higher CPCs than RR&O categoriesclicks, ascomprising advertisera demandgreater outpacedportion consumerof demandtotal inad theseclicks categories,compared to the prior year, partially offset by a modest decreasedecreases in average CPC in Services categories resulting from relatively stable advertiser demand together with theincreased slightconsumer increase in ad clicks. In addition, Services ad clicks, which generally have higher CPCs, comprised a greater portion of total ad clicks compared to the prior-year period.engagement.

Paying advertising locations decreased in the three and six months ended MarchJune 31,30, 2026 compared to the prior-year period,periods, reflecting year-over-year decreases in both Services and RR&O paying advertising locations and, in the six months ended June 30, 2026, a decrease in Services paying advertising locations. We believe the decreasedecreases in paying advertising locations reflectsprimarily reflect the challenging operating environment facing businesseslocal businesses, particularly in theseRR&O categoriescategories, and, to a lesser extent, competition for ad spend from such businesses, including from food ordering and delivery providers.

Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Net revenue increased slightly in the three months ended MarchJune 31,30, 2026 compared to the prior-year period, primarily driven by growth in other revenue and an increase in advertising revenue from Services businesses,revenue, partially offset by a decrease in advertising revenue from RR&O businesses.

OtherNet revenue forincreased slightly in the threesix months ended MarchJune 31,30, 2026 increased compared to the prior-year period, primarily driven by thegrowth additionin ofother revenue and higher advertising revenue from Hatch,Services anbusinesses, increasepartially offset by a decrease in advertising revenue from ourRR&O Yelp Places API program, and food ordering partnerships.businesses.

Trends and Uncertainties of Net Revenue. We expect our strategic initiatives to drive strong growth in other revenue, resulting in a sequential increase in net revenue for the three months ending June 30, 2026. However, we anticipate net revenue will decrease slightly in the three months ended September 30, 2026 compared to the prior-year period, reflecting the continued economic challenges facing consumers and local businesses. However, we expect our strategic initiatives will continue to drive strong growth in other revenue.

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 andas well as the RepairPal and Hatch websites, and excludes depreciation and amortization expense. Cost of revenue also includes third-party advertising fulfillment costs, credit card processing fees and revenue share payments, which primarily consist of payments to RepairPal referral partners.

Cost of revenue for the three and six months ended MarchJune 31,30, 2026 increased compared to the prior-year period,periods, primarily due to:

•a $2.3 million increaseincreases in website infrastructure expenses,expense primarilyof driven$2.9 bymillion ongoingand investments$5.2 inmillion, respectively, as a result of maintaining and enhancing our infrastructure, including the integration of AI products; and

•an additional $1.7 million of infrastructure expense of $3.3 million and $5.0 million, respectively, due to our acquisition of Hatch.

TheseThe increasesincrease wereduring the six month period was partially offset by a $1.4$2.6 million decrease in advertising fulfillment costs, largely attributable to lower costs to syndicate advertising budgets on certain third-party site as well as a decrease in Yelp Audiences spend.

Sales and marketing expenses for the three and six months ended MarchJune 31,30, 2026 increased compared to the prior-year period,periods, primarily due to:

•aincreases $5.3of $6.5 million increaseand $11.8 million, respectively, in marketing and advertising costs, primarily driven by higherour consumerinvestments andin acquiring Services projects as well as increased spend in business owner marketing; and

•aSales $1.5and millionmarketing increaseemployee-related costs remained relatively flat for both periods, as additional headcount related to Hatch was offset with lower average headcount in sales and marketing employee-relatedroles costs, resulting from higher average headcount in these roles, including headcount added from the acquisition ofexcluding Hatch.

We expect sales and marketing expenses to increase on an absolute dollar basis and as a percentage of revenue in 2026 compared to 2025, primarily due to marketing investments and additional headcount from the acquisition of Hatch.investments.

Product development expenses for the three and six months ended MarchJune 31,30, 2026 decreased compared to the prior-year periodperiods primarily due to andecreases $8.9of $13.5 million decreaseand $22.4 million, respectively, in employee-related costs resulting from morelower employeeaverage costs being capitalized,headcount, a higher proportion of employee work directed toward infrastructure enhancements (resulting in more costs included in cost of revenue), more employee costs being capitalized, and lower cost of labor. These decreases were partially offset by an additional $1.5$2.7 million and $4.2 million, respectively, in additional headcount costs related to the acquisition of Hatch.

We expect product development expenses to decrease both on an absolute dollar basis and as a percentage of revenue in 2026 compared to 2025, inclusive of additional headcount fromrelated the acquisition ofto Hatch, as we realize cost efficiencies within our organization.

General and administrative expenses for the three months ended MarchJune 31,30, 2026 decreasedincreased compared to the prior-year period primarily due to:

These•an decreasesincrease wereof partially offset by a $3.9$3.5 million increase in acquisition and integration costs related to the acquisition of Hatch.Hatch; and

Depreciation and amortization expense for the three and six months ended MarchJune 31,30, 2026 increased compared to the prior-year period,periods, primarily due to:

•aincreases $2.8of $4.2 million increaseand resulting$7.0 frommillion, therespectively, as a result of amortization of intangible assets acquired in the Hatch acquisitionacquisition. See Note 6, “Acquisitions,” of the Notes to Condensed Consolidated Financial Statements for further detail; and

•aincreases $1.8of $2.1 million increaseand due$3.9 tomillion, respectively, as a result of higher capitalized website and internal-use software development costs.

Other income, net for the three and six months ended MarchJune 31,30, 2026 decreased compared to the prior-year period,periods, primarily due to:

•a $1.8 million decreasedecreases in interest income of $2.6 million and $4.5 million, respectively, as a result of lower average cash, cash equivalents, and marketable securities balances and lower interest rates in the current quarter; and

•a $1.0 million increaseincreases in interest expense of $1.5 million and $2.5 million, respectively, primarily related to the credit facility borrowings incurred during the current period.year.

Provision for income taxes for the three and six months ended MarchJune 31,30, 2026 increaseddecreased fromcompared to the prior-year periodperiods primarily due to andecreases increasein income before income taxes in the current-year periods, partially offset by increases in the discrete tax expense primarily related to stock-based compensation.

As of December 31, 2025, we had approximately $115.5 million in net deferred tax assets (“DTAs”). As of MarchJune 31,30, 2026, 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. 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 condensed consolidated financial statements. The exact timing and amount of the valuation allowance recognition are subject to change on the basis of the net income that we are able to actually achieve. We will continue to evaluate the possible recognition of a valuation allowance on a quarterly basis.

In July 2025, the congressional bill known as the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which, among other things, restored certain favorable corporate tax provisions, including permitting full expensing of domestic research and development expenses. As of MarchJune 31,30, 2026, the impacts of the OBBBA are reflected in the 2026 estimated annual effective tax rate calculated in accordance with accounting principles generally accepted in the United States (“GAAP”).

Adjusted EBITDA. 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,income (expense), net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other operating income and expense items, such as expenses for which we expect to be indemnified, acquisition and integration costs, and other items we deem not to be indicative of our ongoing operating performance.