[Form 4] YELP INC Insider Trading Activity

Rhea-AI Filing Summary

YELP INC director Logan Green received a grant of 10,240 restricted stock units (RSUs) on 09/11/2025. The RSUs were granted at no cash price ($0) and will vest in equal annual installments over three years from the grant date, meaning one-third vests each year. Following this transaction the reporting person beneficially owns 10,240 shares directly. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person and filed to disclose the change in beneficial ownership required under Section 16.

Positive

• Alignment with shareholders: RSUs vest over three years, which aligns the director's incentives with long-term company performance
• Transparency: Transaction reported on Form 4, meeting regulatory disclosure requirements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received time-based RSUs that align compensation with future service.

The grant of 10,240 RSUs to a director is a routine, time-based equity award designed to align the director's interests with long-term shareholder value. Vesting in equal annual installments over three years encourages continued service and retention. There is no cash consideration and no immediate dilution beyond the potential issuance upon vesting. From a governance perspective, disclosure on Form 4 fulfills regulatory transparency requirements; the award itself is not unusual for a public-company director.

Compensation Analyst

TL;DR: Award is modestly sized and standard in structure for board compensation.

Without additional context on total outstanding shares or other director compensation, the 10,240 RSU grant appears to be a standard, time-vested equity grant. The zero-dollar price indicates these are service-based RSUs rather than a purchase. Materiality is limited: this is a non-cash, multi-year retention vehicle and does not represent an immediate cash outflow or an exercised option. The filing appropriately reports the change in beneficial ownership.

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^*

Green Logan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		A		10,240(1)	A	$0	10,240	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 the grant of restricted stock units that vest in equal annual installments over three years from the date of grant.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	09/12/2025
	** 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 Logan Green report on the Form 4 for YELP?

The Form 4 reports a grant of 10,240 restricted stock units (RSUs) to Logan Green on 09/11/2025, with a reported price of $0 and beneficial ownership of 10,240 following the grant.

When do the RSUs granted to the YELP director vest?

The RSUs vest in equal annual installments over three years from the grant date (09/11/2025).

Does the Form 4 show any cash purchase for the securities?

No; the report lists a price of $0, indicating the RSUs were granted without cash consideration.

What is the reporting person’s relationship to YELP?

Logan Green is reported as a Director of YELP INC.

Who signed the Form 4 filing?

The filing was signed by /s/ Vanessa J. Oh, Attorney-in-Fact on 09/12/2025.