YELP (YELP) risk factors, 2025 10-K

Risks Related to Our Business and Industry

1. 01Adverse macroeconomic conditions — such as the current uncertain economic environment — 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
2. 02We generate substantially all of our revenue from advertising. If we fail to maintain and expand our base of advertisers, our revenue and our business will be harmed
3. 03experiencing since late December 2023
4. 04Our strategy to grow our business may not be successful and may expose us to additional risks
5. 05If traffic to or user engagement on our platform declines, our revenue, business and operating results may be harmed
6. 06We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed
7. 07We face intense competition in rapidly evolving markets, and expect competition to increase in the future
8. 08These risks may be exacerbated by the trend in recent years toward consolidation among online media companies, potentially allowing our larger competitors to offer bundled or integrated products that feature alternatives to our platform
9. 09We rely on third-party service providers and strategic partners for many aspects of our business, and any failure to maintain these relationships could harm our business
10. 10If we fail to manage our employee operations and organization effectively, our brand, results of operations and business could be harmed
11. 11Consumers frequently access online services through a variety of platforms other than desktop computers, including mobile devices. If we are unable to operate effectively on such devices or our products for such devices are not compelling, our business could be adversely affected
12. 12If we fail to generate, maintain and recommend sufficient content from our users that consumers find relevant, helpful and reliable, our traffic and revenue will be negatively affected
13. 13of concerns that they may be harassed or sued by the businesses they review, instances of which have occurred in the past and may occur again in the future
14. 14Our business depends on a strong brand. Maintaining, protecting and enhancing our brand requires significant resources and our efforts to do so may not be successful
15. 15We are committed to providing a great consumer experience, which may cause us to forgo short-term gains and advertising revenue
16. 16Our aspirations and disclosures related to ESG matters expose us to risks that could adversely affect our reputation and performance

Risks Related to Our Technology and Intellectual Property

1. 17Our business is dependent on the uninterrupted and proper operation of our technology and network infrastructure. Any significant disruption in our service could damage our reputation, result in a potential loss of users and engagement and adversely affect our results of operations
2. 18If our security measures, or those of the third parties with whom we work, are compromised, or if our platform is subject to attacks that degrade or deny the ability of users to access our content, users may curtail or stop use of our platform
3. 19We are increasingly using AI technologies on our platform and in our business operations, which involves significant risks and may not provide the expected benefits to our business
4. 20Failure to protect or enforce our intellectual property rights could harm our business and results of operations
5. 21Some of our products contain open source software, each of which may pose particular risks to our proprietary software and solutions
6. 22We may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks

Risks Related to Our Financial Statements and Tax Matters

1. 23We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance
2. 24We rely on data from internal tools to calculate our performance metrics. Real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
3. 25We have incurred significant operating losses in the past, and we may not be able to generate sufficient revenue to maintain profitability. Our failure to achieve an adequate growth rate will adversely affect our business and results of operations
4. 26We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful
5. 27If we default on our credit obligations, our business, revenue and financial results could be harmed
6. 28If our goodwill or intangible assets become impaired, we may be required to record a significant charge to our statements of operations
7. 29We may require additional capital to support business growth, and such capital might not be available on acceptable terms, if at all
8. 30We may have exposure to greater than anticipated tax liabilities
9. 31Changes in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial position and results of operations

Risks Related to Regulatory Compliance and Legal Matters

1. 32We are, and may be in the future, subject to disputes and assertions that we violate the rights of other parties. These disputes may be costly to defend and could harm our business and operating results
2. 33a 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
3. 34The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members

Risks Related to Ownership of Our Common Stock

1. 35Our share price has been and will likely continue to be volatile
2. 36We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our stock and could diminish our cash reserves
3. 37We do not intend to pay dividends for the foreseeable future and, as a result, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock
4. 38Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our Company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock
5. 39This exclusive-forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act
6. 40Future sales of our common stock in the public market could cause our share price to decline