UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 212, 2026

YELP INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35444

20-1854266

(State of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

350 Mission Street, 10th Floor

San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.000001 per share

YELP

New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0102. ~~Other~~ ~~Events~~Results of Operations and Financial Condition.

On ~~January 17~~February 12, 2026, Yelp Inc. (the “Company”) ~~and~~announced ~~Hargrove~~its ~~Merger~~financial ~~Sub,~~results ~~Inc.,~~for athe ~~wholly~~fourth ~~owned~~quarter ~~subsidiary~~and offull ~~the~~year ~~Company~~ended ~~(“Merger Sub”)~~December 31, ~~entered~~2025 ~~into~~by anissuing ~~Agreement~~a ~~and~~Letter ~~Plan~~to ofShareholders ~~Merger~~ (the “~~Merger Agreement~~Letter”) ~~with Hatchify Inc. (“Hatch”)~~ and ~~Fortis~~a ~~Advisors~~press ~~LLC, as the Securityholders’ Representative~~release. ~~Pursuant~~Copies toof the ~~Merger~~press ~~Agreement,~~release ~~on February 2, 2026, Merger Sub merged with~~ and ~~into~~the ~~Hatch,~~Letter ~~with~~are ~~Hatch~~furnished ~~continuing~~ as ~~the~~Exhibits ~~surviving~~99.1 ~~corporation~~ and a99.2, ~~wholly~~respectively, ~~owned~~to ~~subsidiary~~this ofCurrent ~~the~~Report ~~Company~~on ~~(the~~Form ~~“Merger”)~~8-K.

The ~~transaction~~information ~~closed~~in ~~upon~~this ~~the~~Item ~~consummation~~2.02 ofand ~~the~~Exhibits ~~Merger~~99.1 and ~~all~~99.2 ~~outstanding~~attached ~~capital~~hereto ~~stock~~are ~~and~~furnished ~~options~~ to, ~~purchase~~but ~~capital~~not ~~stock~~“filed” ofwith, ~~Hatch~~the ~~were~~Securities ~~converted~~and ~~into~~Exchange ~~the~~Commission ~~right~~(“SEC”) toand ~~receive~~shall annot ~~aggregate~~be ofdeemed ~~approximately~~to ~~$270~~be ~~million~~incorporated inby ~~cash,~~reference ~~subject~~into toany ~~customary~~of ~~post-closing~~the ~~adjustments.~~Company’s ~~Pursuant~~filings towith the ~~Merger~~SEC ~~Agreement,~~under the ~~Company~~Securities ~~will~~Act ~~also~~of ~~provide~~1933, ~~certain~~as ~~continuing~~amended, ~~Hatch~~or ~~employees~~the ~~with~~Securities ~~retention~~Exchange ~~packages~~Act ~~valued~~of at1934, anas ~~aggregate~~amended, ofwhether ~~$30~~made ~~million~~before toor beafter ~~paid~~the ~~out~~date ~~over~~hereof, ~~two~~regardless toof ~~three~~any ~~years~~general incorporation language in such filing.

The Company funded the transaction in part with a loan under its revolving credit facility established by the Revolving Credit and Guaranty Agreement, dated as of April 28, 2023, with the lenders party thereto and JPMorgan Chase Bank, NItem 9.A01.~~, as administrative agent~~ Financial Statements 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~~ Exhibits.~~A.,~~ ~~as the existing administrative agent and collateral agent, and Wells Fargo Bank National Association, as the successor administrative agent and collateral agent.~~

(d) Exhibits.


Exhibit Number						Description
99.1						Press Release, dated February 12, 2026, entitled “Yelp Delivers Record Net Revenue in 2025 Accelerating Investment in AI Transformation.”
99.2						Letter to Shareholders, dated February 12, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	February 612, 2026	YELP INC.
		By:	/s/ David Schwarzbach
			David Schwarzbach
			Chief Financial Officer

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