[144] YELP INC. SEC Filing

Rhea-AI Filing Summary

YELP (Form 144) notice reports a proposed sale of 1,200 common shares through Morgan Stanley Smith Barney with an aggregate market value of $37,404, against ~63.06 million shares outstanding. The securities were acquired as restricted stock on 02/20/2023 and the filer indicates an approximate sale date of 09/02/2025. The filing also discloses three prior sales by the same person during the past three months totaling 3,000 shares with gross proceeds of $34,330, $35,230 and $32,330 on 06/23/2025, 07/23/2025 and 08/25/2025, respectively. The filer certifies no undisclosed material information.

Positive

• Clear disclosure of the source of shares (restricted stock) and broker handling the sale
• Prior three-month sale history is provided, improving transparency about insider dispositions

Negative

• Insider selling continues over the past three months, which may concern some investors despite small size

Insights

Securities Compliance Analyst

TL;DR: Routine insider notice documenting planned sale of restricted shares and recent small-scale dispositions; compliance representation included.

This Form 144 is a standard regulatory notice used to report intended sales by an affiliate. It discloses the source of the shares (restricted stock acquired 02/20/2023), the broker handling the transaction (Morgan Stanley Smith Barney), and the proposed sale amount (1,200 shares; $37,404). The filing includes recent prior sales over three months totaling 3,000 shares, demonstrating a pattern of periodic disposals. The filer affirms no undisclosed material information, which is a routine but important compliance assertion for Rule 144 transactions.

Equity Research Analyst

TL;DR: Transaction size is immaterial relative to outstanding shares; disclosure provides transparency but unlikely to affect valuation.

From a market-impact perspective, the 1,200-share proposed sale represents a trivial fraction of the issuer's ~63.06 million outstanding shares. Prior three-month disposals totaled 3,000 shares, each generating gross proceeds in the low five-figure range, indicating these are small, non-systemic insider sales. The filing supplies useful timestamped transaction history for monitoring insider selling but contains no operational or financial metrics that would alter an investment thesis.

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	1200	37404.00	63060655	09/02/2025	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	02/20/2023	Restricted Stock	ISSUER			1200	02/20/2023	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
CRAIG SALDANHA 350 Mission Street, 10th Floor San Francisco CA 94105	Common	08/25/2025	1000	32330.00
CRAIG SALDANHA 350 Mission Street, 10th Floor San Francisco CA 94105	Common	07/23/2025	1000	35230.00
CRAIG SALDANHA 350 Mission Street, 10th Floor San Francisco CA 94105	Common	06/23/2025	1000	34340.00

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 the Form 144 for YELP (YELP) report?

The notice reports a proposed sale of 1,200 common shares through Morgan Stanley Smith Barney with an aggregate market value of $37,404.

When were the securities to be sold acquired?

The 1,200 shares were acquired as restricted stock on 02/20/2023 and payment was noted on the same date.

Has the filer sold other shares recently?

Yes. The filer sold 1,000 shares on each of 06/23/2025, 07/23/2025, and 08/25/2025 with gross proceeds of $34,340, $35,230, and $32,330 respectively.

How large is the proposed sale relative to outstanding shares?

The proposed 1,200-share sale is small relative to the reported 63,060,655 shares outstanding.

Does the filer claim possession of any undisclosed material information?

By signing the notice, the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.