[144] YELP INC. SEC Filing

Rhea-AI Filing Summary

YELP (Form 144 notice) shows proposed sales of common stock by related parties through Morgan Stanley Smith Barney. The notice reports an intended sale of 2,500 shares with an aggregate market value of $80,825 against 63,060,655 shares outstanding, with an approximate sale date of 08/25/2025 on the NYSE. The securities were acquired by exercise on 03/02/2012 and paid in cash. The filing also discloses three recent sales by The Yelp Foundation: 2,500 shares on 07/24/2025 (gross proceeds $87,750), 2,500 on 06/24/2025 ($86,250), and 2,500 on 05/27/2025 ($94,675).

Insights

Financial Analyst

TL;DR: Small, routine secondary sales disclosed; not material to company capitalization.

The Form 144 notifies market participants of an intended sale of 2,500 common shares valued at $80,825 and lists three recent 2,500-share sales by The Yelp Foundation with stated gross proceeds. Relative to the reported 63,060,655 shares outstanding, each 2,500-share block represents roughly 0.004% of outstanding shares, indicating these are de minimis disposals and unlikely to affect liquidity or valuation.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 144 requirements and signals transparency around insider-related sales.

The filing identifies the broker as Morgan Stanley Smith Barney and confirms acquisition details (exercise on 03/02/2012, cash payment). It also includes the seller name for prior transactions, The Yelp Foundation. From a governance perspective, the document provides the required attestations and dates, supporting compliance with Rule 144 sale notification rules.

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

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	2500	80825.00	63060655	08/25/2025	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	03/02/2012	Exercised Shares	ISSUER			2500	03/02/2012	Cash

* 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
THE YELP FOUNDATION 350 Mission Street, 10th Floor San Francisco CA 94105	Common	07/24/2025	2500	87750.00
THE YELP FOUNDATION 350 Mission Street, 10th Floor San Francisco CA 94105	Common	06/24/2025	2500	86250.00
THE YELP FOUNDATION 350 Mission Street, 10th Floor San Francisco CA 94105	Common	05/27/2025	2500	94675.00

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 disclose?

The form discloses a proposed sale of 2,500 common shares (market value $80,825) with an approximate sale date of 08/25/2025 on the NYSE.

Who is the broker handling the proposed YELP sale?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY.

What prior sales by related parties are reported in this filing?

The filing lists three recent sales by The Yelp Foundation: 2,500 shares on 07/24/2025 (gross proceeds $87,750), 2,500 on 06/24/2025 ($86,250), and 2,500 on 05/27/2025 ($94,675).

When and how were the securities being offered acquired?

The 2,500 shares were acquired by exercise on 03/02/2012 and paid for in cash on that date.

How large is the proposed sale relative to YELP's outstanding shares?

The filing reports 63,060,655 shares outstanding; the proposed 2,500-share sale is a very small fraction of that total.