Exhibit 99.2

GRUBHUB INC. AND EAT24

UNAUDITED PRO FORMA CONDENESED COMBINED FINANCIAL STATEMENTS

On October 10, 2017, Grubhub Holdings Inc., a subsidiary of Grubhub Inc. (the “Company”) acquired all of the issued and outstanding equity interests of Eat24, LLC (“Eat24”), a wholly owned subsidiary of Yelp Inc. (“Yelp”) which provides online and mobile food ordering, for approximately $281.7 million, including $280.4 million in net cash paid at closing, other non-cash consideration and a liability due to Yelp. Of the cash paid at closing, $28.8 million will be held in escrow for an 18-month period after closing to secure the Company’s indemnification rights under the purchase agreement.

On October 10, 2017, the Company also entered into a credit agreement which provides, among other things, for aggregate revolving loans up to $225 million and term loans in an aggregate principal amount of $125 million. The Company drew $200 million at close, including $125 million of the term loan and $75 million of the available revolving loans, to finance a portion of the purchase price and transaction costs in connection with the acquisition of Eat24.

The following unaudited pro forma condensed combined financial statements are based on the Company’s historical consolidated financial statements and Eat24’s historical carve-out financial statements as adjusted to give effect to the Company’s acquisition of Eat24 and the related financing transactions. The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The unaudited pro forma information is not necessarily indicative of the combined company’s actual financial position or actual results of operations had the transaction occurred as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or operating results of the combined company. There were no material transactions between Grubhub Inc. and Eat24 during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated.

In addition, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the acquisition, the costs to integrate the operations of Grubhub Inc. and Eat24, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

(See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements)

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Grubhub Inc. and Eat24

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2017

(See Notes the Unaudited Pro Forma Condensed Combined Financial Statements)

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Grubhub Inc. and Eat24

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2016

(See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements)

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations”, under existing U.S. generally accepted accounting principles (“U.S. GAAP”) and in accordance with the regulations of the Securities and Exchange Commission (“SEC”). Grubhub Inc. (“Grubhub”, the “Company”, “we”, “us”, and “our”) has been determined to be the acquirer under the acquisition method of accounting. As the acquirer, the Company has estimated the fair value of Eat24’s assets acquired and liabilities assumed. Due to the timing of the close of the transaction, the Company is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The allocation of the purchase price included in the pro forma statements is based on the best estimate of management and is preliminary and subject to change. The Company will finalize the amounts recognized as the information necessary to complete the analysis is obtained.

The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2017 and the year ended December 31, 2016 combine the historical consolidated statements of operations of the Company and Eat24, giving effect to the acquisition of Eat24 as if it had occurred on January 1, 2016. The unaudited pro forma condensed combined balance sheet as of September 30, 2017 combines the historical consolidated balance sheets of the Company and Eat24 giving effect to the acquisition of Eat24 and the related financing transactions as if they had occurred on September 30, 2017. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that (1) are directly attributable to the acquisition of Eat24, (2) are factually supportable, and (3) with respect to the statements of operations, have a continuing impact on combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the historical information included in the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the companies’ historical statements referenced below:

Note 2. Acquisition of Eat24

On October 10, 2017, the Company acquired all of the issued and outstanding equity interests of Eat24, a wholly owned subsidiary of Yelp, for approximately $281.7 million, including $280.4 million paid in cash at closing, a net working capital adjustment payable of $1.0, $0.3 million in replacement equity awards, and net of cash acquired of $0.1 million.

The assets acquired and liabilities assumed of Eat24 will be recorded at their estimated fair values as of the closing date of October 10, 2017.  The excess of the consideration transferred in the acquisition over the net amounts assigned to the fair value of the assets will be recorded as goodwill, which represents the value of increasing the breadth and depth of the Company’s network of restaurants and diners. The Company is still in the process of finalizing the purchase price allocation. The following table summarizes the preliminary purchase price allocation acquisition-date fair values of the assets and liabilities acquired in connection with the Eat24 acquisition:

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The estimated fair values of the intangible assets acquired were determined based on a combination of the income, cost, and market approaches to measure the fair value of the restaurant relationships, diner acquisition, developed technology and trademarks. The fair value of the trademarks was measured based on the relief from royalty method. The cost approach, specifically the cost to recreate method, was used to value the developed technology and diner acquisition. The income approach, specifically the multi-period excess earnings method, was used to value the restaurant relationships. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy.

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statements of operations.

Note 3. Debt

On October 10, 2017, the Company entered into a credit agreement which provides, among other things, for aggregate revolving loans up to $225 million and term loans in an aggregate principal amount of $125 million (the “Credit Agreement”). In addition, the Company may incur up to $150 million of incremental revolving loans or incremental revolving term loans pursuant to the terms and conditions of the Credit Agreement. The credit facility will be available to the Company until October 9, 2022.

Under the Credit Agreement, borrowings bear interest, at the Company’s option, based on LIBOR or an alternate a base rate plus a margin. In the case of LIBOR loans the margin ranges between 1.25% and 2.00% and, in the case of alternate base rate loans, between 0.25% and 1.0%, in each case, based upon the Company’s consolidated leverage ratio (as defined in the Credit Agreement). The Company is also required to pay a commitment fee on the undrawn portion available under the revolving loan facility of between 0.20% and 0.30% per annum, based upon the Company’s consolidated leverage ratio.

The obligations under the Credit Agreement and the guarantees are secured by a lien on substantially all of the tangible and intangible property of the Company and the domestic subsidiaries that are guarantors, and by a pledge of all of the equity interests of the Company’s domestic subsidiaries, subject to certain exceptions set forth in the Credit Agreement.

As of the filing of this Current Report on Form 8-K, outstanding borrowings under the Credit Agreement were $200 million, including $125.0 million of term loans and $75.0 million of revolving loans. The Company utilized the term loans to finance a portion of the purchase price and transaction costs in connection with the acquisition of Eat24. Additional capacity on the Credit Agreement may be used for general corporate purposes, including funding working capital and future acquisitions.

The Company incurred loan origination fees at closing of the Credit Agreement and other expenses related to the financing of the facility of $2.0 million, which, in addition to the $0.8 million remaining balance of loan origination costs under the Previous Credit Agreement, will be deferred in other assets on the condensed consolidated balance sheets and amortized over the term of the facility.

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Note 4. Pro Forma Adjustments

The following is a description of the unaudited pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements. The pro forma adjustments are based on the Company’s preliminary estimates and assumptions that are subject to change.

The following table summarizes the changes in estimated depreciation and amortization expense in the pro forma statements of operations:

The Company also paid $2.0 million of debt issuance costs, of which $1.3 million was allocated to the revolving credit facility based on borrowing capacity and recorded as other assets on the pro forma balance sheet and $0.7 million of which was recorded as a reduction of borrowings under the term loan on the pro forma balance sheet.

The following table represents the net increase to interest (income) expense resulting from (i) interest on borrowings under the Credit Agreement based on the LIBOR interest rate at the closing of the Credit Agreement (ii) the amortization of related debt issuance costs under the Credit Agreement and remaining debt issuance costs under the Company’s previous credit agreement, and (iii) elimination of historical interest expense and amortization of debt issuance costs under the Company’s previous credit agreement:

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A 125 basis point increase or decrease in the interest rate on borrowings under the Credit Agreement would result in approximately a $0.2 million increase or decrease to pro forma interest expense during both the nine months ended September 30, 2017 and the year ended December 31, 2016.

Post-combination expense of approximately $4.1 million is expected to be recognized related to the Replacement RSUs on a straight-line basis over the remaining weighted-average post-combination service period of approximately 2.9 years. The Company allocates stock-based compensation expense based on the applicable stock-based compensation expense and department of each RSU awardee. The following table summarizes the net impact of the Replacement RSUs on stock-based compensation expense in the pro forma statements of operations:

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The Company also calculated the pro forma impact of the Replacement RSUs on the weighted-average outstanding basic and diluted shares for the year ended December 31, 2016 and the nine months ended September 30, 2017. The pro forma increase in weighted-average common shares outstanding reflects the vesting of the Replacement RSUs as if they began vesting on January 1, 2016. Pro forma adjustments to diluted weighted-average shares outstanding include potentially dilutive common stock equivalents, which consist of common stock issuable upon the vesting of the outstanding Replacement RSUs using the treasury stock method.

The pro forma adjustments to the statements of operations reflect the fees that would have been paid to Yelp had a similar partnership agreement been in place for historical orders generated for Eat24 through the Yelp platform for the year ended December 31, 2016 and the nine months ended September 30, 2017.

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