[8-K] YELP INC Reports Material Event

Rhea-AI Filing Summary

Yelp Inc. amended its revolving credit agreement on December 18, 2025, increasing total borrowing capacity to $325.0 million and raising the letter of credit sub-limit to $35.0 million. Wells Fargo Bank, National Association was appointed as the new administrative and collateral agent, replacing JPMorgan Chase Bank, N.A.

As of the amendment date, Yelp had no loans outstanding under the facility and letters of credit totaling $4.2 million. The amendment did not make material changes to interest terms, fees, covenants, or events of default, so the main effect is expanded available credit and a new lead bank while key economic and contractual terms remain the same.

Insights

Corporate credit analyst

Yelp ups revolving credit capacity to $325M with terms largely unchanged.

Yelp increased the size of its revolving credit facility to $325.0 million and raised the letter of credit sub-limit to $35.0 million. Revolving facilities are typically used for working capital or general corporate purposes, and a higher committed amount can provide more flexibility if needs arise.

The agreement now designates Wells Fargo Bank, National Association as administrative and collateral agent, replacing JPMorgan Chase Bank, N.A., while the company reports no material changes to interest provisions, fees, covenants, or events of default. As of December 18, 2025, there were no borrowings outstanding and letters of credit of $4.2 million, so the facility currently functions as available liquidity rather than active debt.

The absence of changes to core terms suggests lenders maintained a similar risk view, and the larger committed capacity simply broadens Yelp's access to bank funding. Future filings that show actual borrowings, if any, would clarify how actively this increased capacity is used.

0001345016false00013450162025-12-182025-12-18

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): December 18, 2025

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 1.01.    Entry into a Material Definitive Agreement.

On December 18, 2025, Yelp Inc. (the “Company”) entered into the First Amendment to Revolving Credit and Guaranty Agreement (the “Amendment”) with the lenders party thereto, JPMorgan Chase Bank, N.A., as the existing administrative agent and collateral agent, and Wells Fargo Bank, National Association, as the successor administrative agent and collateral agent, which amended the Company’s Revolving Credit and Guaranty Agreement, dated as of April 28, 2023 (the “Credit Agreement”).

The Amendment amended the Credit Agreement by, among other things, increasing the total borrowing capacity under the Credit Agreement to $325.0 million, increasing the letter of credit sub-limit to $35.0 million and appointing Wells Fargo Bank, National Association to replace JPMorgan Chase Bank, N.A. as administrative agent and collateral agent. As of the date of this Current Report, no loans were outstanding and the Company had letters of credit in aggregate amount of $4.2 million under the letter of credit sub-limit.

There were no material changes to the interest provisions, fees, covenants or events of default under the Credit Agreement as a result of the Amendment.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

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:			December 19, 2025			YELP INC.
						By:			/s/ David Schwarzbach
									David Schwarzbach
									Chief Financial Officer