[8-K] YELP INC. Reports Material Event

Rhea-AI Filing Summary

Yelp Inc. expanded its board from eight to nine directors and appointed Logan Green as an independent director effective August 19, 2025. Mr. Green will serve until the 2026 annual meeting and may be assigned to one or more board committees later. He will receive the company’s standard non-employee director compensation, including restricted stock units valued at $325,000. Yelp intends to enter into its standard form of indemnification agreement with Mr. Green, which provides indemnity to the fullest extent permitted under Delaware law and the company’s bylaws. The filing states there are no arrangements, family relationships, or material transactions requiring disclosure related to his appointment.

Insights

Corporate Governance Expert

Board expanded and an independent director was added with standard compensation and indemnification.

The increase from eight to nine directors and the appointment of an independent director aligns with common governance practices to refresh board composition. The disclosure of $325,000 in RSU-based compensation for a non-employee director is specific and material for governance transparency. The company’s use of its standard indemnification agreement is routine and reduces personal liability concerns for the new director. The filing explicitly notes the absence of related-party arrangements or family ties, which simplifies independence assessments.

Board/Shareholder Relations Analyst

Routine board change with clear compensation terms and indemnity; limited immediate financial impact.

The appointment is presented as a standard board governance event. The grant of restricted stock units valued at $325,000 represents the quantifiable, investor-relevant element of the disclosure. Because the filing contains no discussion of strategic role, committee assignments, or material transactions tied to the appointment, the event appears procedural rather than transformational for shareholders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2025

YELP INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35444

20-1854266

(State of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

350 Mission Street, 10th Floor

San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.000001 per share

YELP

New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 19, 2025, the Board of Directors (the “Board”) of Yelp Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from eight to nine directors and appointed Logan Green to fill the newly created directorship, effective immediately. Mr. Green will serve as an independent director until the Company’s 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The Board expects to appoint Mr. Green to one or more of its committees, with such committee assignment(s) to be determined at a later date.

In connection with his appointment, Mr. Green will be entitled to receive the Company’s standard compensation for non-employee directors, as described in Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, including restricted stock units covering shares of the Company’s common stock valued at $325,000.

The Company also intends to enter into a standard form of indemnification agreement (the “Indemnification Agreement”) with Mr. Green in connection with his appointment to the Board. The Indemnification Agreement provides, among other things, that the Company will indemnify Mr. Green under the circumstances and to the extent provided for therein, for certain expenses he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Amended and Restated Bylaws. The foregoing is only a brief description of the Indemnification Agreement, does not purport to be complete and is qualified in its entirety by the Company’s standard form of indemnification agreement, previously filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (No. 333-178030), as amended, on February 3, 2012.

There are no arrangements or understandings between Mr. Green and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Green and any other director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:			August 25, 2025			YELP INC.
						By:			/s/ David Schwarzbach
									David Schwarzbach
									Chief Financial Officer

FAQ

What change did Yelp (YELP) report to its board?

The company increased its board from eight to nine directors and appointed Logan Green as an independent director effective August 19, 2025.

How long will Logan Green serve on Yelp's board?

Mr. Green will serve until the company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or earlier death, resignation or removal.

What compensation will Logan Green receive as a Yelp director?

He will receive Yelp’s standard non-employee director compensation, including restricted stock units valued at $325,000.

Will Yelp provide indemnification to the new director?

Yes, the company intends to enter into its standard form of Indemnification Agreement, providing indemnity to the fullest extent permitted under Delaware law and the company’s bylaws.

Are there any related-party transactions or family ties disclosed for Logan Green?

The filing states there are no arrangements or understandings with other persons regarding his election, no family relationships with other directors or officers, and no material interest in transactions requiring disclosure.