Yelp Insider Withholds 11,091 Shares to Cover RSU Taxes — Form 4

Rhea-AI Filing Summary

Eaton Sam, Chief Technology Officer of Yelp Inc. (YELP), reported a transaction on 08/20/2025 disposing of 11,091 shares of Yelp common stock at a price of $31.02 per share. After the reported disposition, the filing shows 133,973 shares beneficially owned. The Form 4 indicates the 11,091 shares were withheld to satisfy tax withholding obligations related to the vesting of previously granted restricted stock units (RSUs). The filing was signed by an attorney-in-fact, Vanessa J. Oh, on 08/22/2025.

Positive

• Transaction disclosed via Form 4, showing Section 16 reporting compliance
• Disposition explicitly identified as shares withheld to satisfy RSU tax withholding, clarifying the nature of the transaction
• Post-transaction beneficial ownership reported (133,973 shares), maintaining transparency about insider holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider share disposition for tax withholding; not clearly a directional signal about company prospects.

The reported 11,091-share disposition at $31.02 is described as shares withheld to satisfy tax obligations from RSU vesting rather than an open-market sale. That distinction typically indicates the transaction is administrative in nature and tied to compensation tax requirements. The post-transaction beneficial ownership of 133,973 shares remains disclosed, preserving transparency about insider holdings.

Corporate Governance Expert

TL;DR: Form 4 shows compliant disclosure of RSU-related withholding; filing meets Section 16 reporting expectations.

The filing identifies the reporting person, relationship to the issuer (Chief Technology Officer), and the nature of the withholding. Use of an attorney-in-fact to sign is noted. From a governance perspective, this is a routine, compensatory withholding event that was disclosed via Form 4, maintaining required insider transparency.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Eaton Sam

(Last) (First) (Middle)

C/O YELP INC.

350 MISSION STREET, 10TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		F		11,091(1)	D	$31.02	133,973	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of certain RSUs, which were previously reported in Table I following the date of grant.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the YELP insider report on 08/20/2025?

The Form 4 reports that Eaton Sam disposed of 11,091 shares of Yelp common stock on 08/20/2025 at a price of $31.02 per share.

Why were the 11,091 Yelp shares disposed of?

The filing states the shares were withheld to satisfy tax withholding obligations in connection with the vesting of previously granted RSUs.

How many Yelp shares does the insider own after the transaction?

The Form 4 shows the reporting person beneficially owned 133,973 shares following the reported transaction.

Who signed the Form 4 for this Yelp filing?

The form was signed by Vanessa J. Oh, Attorney-in-Fact on 08/22/2025.

What is the reporting person's role at YELP?

The reporting person is identified as Eaton Sam, the Chief Technology Officer of Yelp Inc.