[144] YELP INC SEC Filing

Rhea-AI Filing Summary

YELP Form 144 notice reports a proposed sale of 2,500 shares of Common stock through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $78,550.00 and an approximate sale date of 09/24/2025. The shares were acquired by the seller on 03/02/2012 through exercise of issuer stock awards and paid for in cash. The filing also discloses two recent sales by THE YELP FOUNDATION of 2,500 shares on 08/25/2025 (gross proceeds $80,825.00) and 2,500 shares on 07/24/2025 (gross proceeds $87,750.00). The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Form 144 filed timely disclosing proposed sale details (shares, broker, market value, exchange)
• Acquisition details provided (date 03/02/2012, exercised shares, cash payment) enabling transparency

Negative

• Insider/affiliate selling disclosed (multiple recent sales of 2,500 shares), which investors may interpret as disposition activity

Insights

Securities Analyst

TL;DR: This Form 144 shows routine, small-volume insider sales with limited market impact given outstanding share count.

The filing documents a proposed sale of 2,500 shares valued at $78,550 scheduled through a broker on the NYSE. Compared with the reported number of shares outstanding (63,060,655), the trade is immaterial to market supply and unlikely to move the stock price. The seller acquired the shares via exercised awards in 2012 and has made recent sales of identical size in July and August, indicating a pattern of modest disposition rather than a single large liquidation. From a compliance perspective, the filing meets Rule 144 disclosure requirements and reiterates the seller's attestation regarding material non-public information.

Corporate Governance Expert

TL;DR: Disclosure shows permitted affiliate/Foundation sales; no governance red flags but monitor for ongoing selling patterns.

The notice identifies the seller and broker and provides acquisition details (exercise, cash payment, acquisition date 03/02/2012). Recent successive monthly sales by THE YELP FOUNDATION are recorded, each 2,500 shares, which may reflect planned, rule-compliant dispositions under applicable arrangements. There is no indication in the filing of any trading plan date or Rule 10b5-1 adoption. While the size is small relative to outstanding shares, continued periodic sales by related parties warrant attention for potential signaling but are not, by themselves, a material governance concern.

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	78550.00	63060655	09/24/2025	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	08/25/2025	2500	80825.00
THE YELP FOUNDATION 350 Mission Street, 10th Floor San Francisco CA 94105	Common	07/24/2025	2500	87750.00

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 Form 144 report for 09/24/2025?

The Form 144 reports a proposed sale of 2,500 Common shares valued at $78,550.00 through Morgan Stanley Smith Barney LLC on the NYSE with an approximate sale date of 09/24/2025.

Who acquired the shares and when were they acquired?

The shares were acquired on 03/02/2012 by exercise of issuer awards and were paid for in cash.

Has the seller made recent sales of YELP stock?

Yes. The filing discloses sales by THE YELP FOUNDATION of 2,500 shares on 08/25/2025 (gross proceeds $80,825.00) and 2,500 shares on 07/24/2025 (gross proceeds $87,750.00).

How large is the proposed sale relative to shares outstanding?

The proposed 2,500-share sale compares with 63,060,655 shares outstanding as listed in the filing, making it immaterial in size.

Does the Form 144 state whether a Rule 10b5-1 trading plan was used?

No plan adoption date or indication of reliance on a Rule 10b5-1 trading plan is provided in the filing.