YELP Form 144: David Schwarzbach proposes 10,000-share sale; recent insider sales disclosed

Rhea-AI Filing Summary

YELP Inc. insider David Schwarzbach reported proposed and recent sales of common stock under Rule 144 and prior open-market dispositions. The notice shows a proposed sale of 10,000 shares through Morgan Stanley Smith Barney (NYSE execution) with an aggregate market value of $312,440 and an approximate sale date of 09/15/2025. The filer acquired 4,076 performance shares and 5,924 restricted shares on 08/20/2024, totaling the 10,000 shares listed for proposed sale. The filing also discloses three recent sales by the same person: 10,000 shares on 08/27/2025 for $314,289, 10,000 shares on 07/17/2025 for $346,832, and 10,000 shares on 06/16/2025 for $356,806. The filer certifies no undisclosed material adverse information and notes compliance with Rule 10b5-1 representations where applicable.

Positive

• Full disclosure of proposed and recent insider sales including broker, share counts, and aggregate values
• Acquisition details provided showing shares were received as performance shares and restricted stock on 08/20/2024
• Filer representation that no material nonpublic information is known supports Rule 144 compliance

Negative

• Insider liquidity events totaling 40,000 shares (proposed 10,000 plus 30,000 recently sold) which could be perceived negatively by some investors
• Filing lacks issuer operational or financial context, so the market impact is unclear from this notice alone

Insights

Securities Compliance Analyst

TL;DR: Routine Rule 144 notice showing insider planned sale and prior open-market sales; disclosure aligns with regulatory requirements.

This Form 144 documents a proposed sale of 10,000 common shares via Morgan Stanley Smith Barney and records three recent open-market dispositions by the same individual totaling 30,000 shares across June–August 2025. The acquisition table indicates the shares were granted as performance shares and restricted stock on 08/20/2024, which supports transferability under Rule 144. The filing includes the standard representation that the seller is not aware of undisclosed material adverse information, and it identifies the broker and estimated market value for the proposed sale. From a compliance perspective, the notice contains the core elements regulators expect for an insider Rule 144 submission.

Equity Research Analyst

TL;DR: Insider sales disclosed in magnitude (40,000 shares proposed/recently sold) are notable but the filing itself is a routine disclosure without operational detail.

The document shows the insider intends to sell 10,000 shares valued at about $312k and previously sold three tranches of 10,000 shares each with gross proceeds ranging from $314k to $357k. These transactions are sizable at the individual level but the filing contains no company financials or forward-looking commentary, so it should be interpreted strictly as a disclosure of transfers rather than an indicator of corporate performance. The information provided supports investor transparency regarding insider liquidity events.

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	312440.00	63060655	09/15/2025	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	08/20/2024	Performance Shares	ISSUER			4076	08/20/2024	Not Applicable
Common	08/20/2024	Restricted Stock	ISSUER			5924	08/20/2024	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	08/27/2025	10000	314289.00
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 the Form 144 filed by David Schwarzbach for YELP (YELP) disclose?

The form discloses a proposed sale of 10,000 common shares via Morgan Stanley Smith Barney valued at $312,440 with an approximate sale date of 09/15/2025, and records three prior sales of 10,000 shares each on 06/16/2025, 07/17/2025, and 08/27/2025 with stated gross proceeds.

How were the shares acquired that are being sold under Rule 144?

The shares were acquired on 08/20/2024 as performance shares (4,076) and restricted stock (5,924), per the acquisition table in the filing.

Who is the executing broker for the proposed sale in the Form 144?

The filing names Morgan Stanley Smith Barney LLC Executive Financial Services at 1 New York Plaza, 8th Floor, New York, NY as the broker for the proposed sale.

Does the filer claim to possess any undisclosed material information about Yelp?

By signing the notice the person represents they do not know any material adverse information

What are the gross proceeds reported for the recent insider sales?

The reported gross proceeds are $356,806 (06/16/2025), $346,832 (07/17/2025), and $314,289 (08/27/2025) for each 10,000-share sale respectively.