Yelp Inc 2024年度报告

Form10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-35444 (Exact name of Registrant as specified in its charter) 20-1854266 (I.R.S. Employer Identification No.) 350 Mission Street, 10FloorSan Francisco,California94105(Address of principal executive offices) (Zip Code)th Registrant’s telephone number, including area code: (415)908-3801 Name of Each Exchange on Which Registered New York Stock Exchange LLC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☑No¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes¨No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☑No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No¨ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Non-accelerated filer☐ Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $1,584,421,099as ofJune 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of theregistrant’s common stock on the New York Stock Exchange LLC reported for June 28, 2024. An aggregate of 24,741,747 shares of theregistrant’s common stock held by officers, directors, affiliated stockholders and The Yelp Foundation as of June 28, 2024 were excluded. Forpurposes of determining whether a stockholder was an affiliate of the registrant at June 28, 2024, the registrant assumed that a stockholder wasan affiliate of the registrant if such stockholder (i) beneficially owned 10% or more of the registrant’s capital stock, as determined based onpublic filings, and/or (ii) was an executive officer or director, or was affiliated with an executive officer or director, of the registrant at June 28,2024. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct orcause the direction of the management or policies of the registrant or that such person is controlled by or under common control with theregistrant. As of February18, 2025, there were65,033,177shares of the registrant’s common stock, par value $0.000001 per share, issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the U.S. Securities andExchange Commission pursuant to Regulation 14A not later than 120 days after the end of the