YELP Form 144: Insider Discloses 10,000-Share Sale via Morgan Stanley

Rhea-AI Filing Summary

YELP Inc. Form 144 shows a proposed sale of 10,000 common shares to be executed on 08/27/2025 through Morgan Stanley Smith Barney LLC with an aggregate market value of $314,289.00. The filing reports total common shares outstanding of 63,060,655. The seller previously disposed of 10,000 shares on 07/17/2025 for $346,832.00 and 10,000 shares on 06/16/2025 for $356,806.00. Acquisition details for the shares to be sold are provided: performance shares (1,689) acquired 08/20/2025 and restricted stock grants acquired 05/20/2023 (2,152), 08/20/2024 (848) and 08/20/2025 (5,311). The filer affirms no undisclosed material adverse information.

Positive

• Transparent disclosure of acquisition dates and nature of awards (performance shares and restricted stock).
• Previous sales disclosed for the past three months with gross proceeds, enhancing transparency.

Negative

• Insider selling activity totaling 20,000 shares in past months plus a proposed 10,000-share sale may be viewed negatively by some investors.
• No trading-plan date or Rule 10b5-1 plan adoption date is provided, so the filing does not indicate pre-arranged trading instructions.

Insights

Securities Analyst

TL;DR: An insider plans a modest planned sale of 10k Yelp shares; prior recent sales totals 20k in the past two months.

The Form 144 documents a proposed 10,000-share sale valued at $314,289 to be executed via Morgan Stanley on 08/27/2025. The filing identifies prior sales by the same individual of 10,000 shares on 07/17/2025 and 10,000 shares on 06/16/2025, together generating $703,638 in gross proceeds. Acquisition data shows the shares arose from performance shares and restricted stock grants across 2023–2025, indicating these are insider-originated equity awards rather than open-market purchases. The filing is procedural and complies with Rule 144 disclosure requirements; it does not provide reasons for the sales or signal undisclosed company developments.

Corporate Governance Expert

TL;DR: Routine insider sale filing with disclosure of award origins and recent disposals; no governance red flags disclosed.

The notice specifies the securities were acquired as performance shares and restricted stock, with clear acquisition dates and quantities. The seller certified absence of undisclosed material adverse information. The sequence of multiple filings in recent months (June, July, proposed August) suggests recurring monetization of granted equity, which is common after vesting or under trading plans. The Form 144 itself contains no allegations, litigation, or plan-adoption dates that would indicate governance or compliance concerns.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	10000	314289.00	63060655	08/27/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/20/2025	Performance Shares	ISSUER			1689	08/20/2025	Not Applicable
Common	05/20/2023	Restricted Stock	ISSUER			2152	05/20/2023	Not Applicable
Common	08/20/2024	Restricted Stock	ISSUER			848	08/20/2024	Not Applicable
Common	08/20/2025	Restricted Stock	ISSUER			5311	08/20/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
DAVID SCHWARZBACH 350 Mission Street, 10th Floor San Francisco CA 94105	Common	07/17/2025	10000	346832.00
DAVID SCHWARZBACH 350 Mission Street, 10th Floor San Francisco CA 94105	Common	06/16/2025	10000	356806.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Yelp's (YELP) Form 144 filed here disclose?

The Form 144 discloses a proposed sale of 10,000 common shares to occur on 08/27/2025 via Morgan Stanley with an aggregate market value of $314,289.00 and lists the company's outstanding shares as 63,060,655.

Who previously sold Yelp shares in the past three months according to the filing?

The filing shows David Schwarzbach sold 10,000 shares on 07/17/2025 for $346,832.00 and 10,000 shares on 06/16/2025 for $356,806.00.

What is the origin of the shares being sold in the proposed transaction?

The shares to be sold were acquired as performance shares (1,689) and restricted stock grants (2,152 on 05/20/2023; 848 on 08/20/2024; 5,311 on 08/20/2025).

Through which broker will the proposed sale be executed?

The proposed 10,000-share sale is to be executed through Morgan Stanley Smith Barney LLC.

Does the Form 144 assert any undisclosed material information about Yelp?

The filer represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.