Yelp (YELP) CFO sells 10,000 shares, ends with 224,300-share stake

Rhea-AI Filing Summary

Yelp Inc. Chief Financial Officer David A. Schwarzbach reported two recent stock transactions. On March 12, 2026, he completed an open-market sale of 10,000 shares of Yelp common stock at $25.00 per share, executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 14, 2025.

On March 15, 2026, 3,659 shares were withheld at $23.83 per share to cover tax obligations tied to vesting restricted stock units, which is not an open-market sale. After these transactions, Schwarzbach directly holds 224,300 shares of Yelp common stock.

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).

X

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^*

Schwarzbach David A

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		S		10,000(1)	D	$25	227,959	D
Common Stock	03/15/2026		F		3,659(2)	D	$23.83	224,300	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. Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on August 14, 2025.

2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of certain RSUs that were previously reported in Table I.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	03/17/2026
	** 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.
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FAQ

What insider stock transactions did Yelp (YELP) CFO David Schwarzbach report?

Yelp CFO David A. Schwarzbach reported selling 10,000 shares of common stock at $25.00 per share and a separate withholding of 3,659 shares for taxes. Both transactions reduced his directly held shares to 224,300.

Was the Yelp (YELP) CFO’s 10,000-share sale a pre-planned transaction?

Yes. The 10,000-share open-market sale at $25.00 per share was executed under a duly adopted Rule 10b5-1 trading plan. The plan was adopted on August 14, 2025, indicating the sale was pre-scheduled rather than discretionary.

How many Yelp (YELP) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Yelp CFO David A. Schwarzbach directly owns 224,300 shares of Yelp common stock. This figure reflects both the 10,000-share sale and the 3,659-share tax withholding related to vesting restricted stock units.

Is the 3,659-share transaction in the Yelp (YELP) Form 4 an open-market sale?

No. The 3,659 shares were withheld to satisfy tax obligations arising from vesting restricted stock units. This tax-withholding disposition is categorized under code F and does not represent an open-market sale by the CFO.

What transaction codes are used in the Yelp (YELP) CFO’s latest Form 4?

The filing shows transaction code S for a 10,000-share open-market sale at $25.00 per share and code F for 3,659 shares withheld for taxes. Both entries relate to non-derivative common stock holdings.

What is the net share change from the Yelp (YELP) CFO’s recent Form 4?

The transactions include a 10,000-share sale and 3,659 shares withheld for tax obligations. The filing’s summary reports net buy/sell activity of -10,000 shares, reflecting only the open-market sale in the net trading calculation.