Yelp Inc (YELP) CTO RSU vesting triggers 4,228-share tax withholding

Rhea-AI Filing Summary

Yelp Inc's Chief Technology Officer, Sam Eaton, reported a routine tax-related share disposition. On March 15, 2026, 4,228 shares of common stock were withheld at $23.83 per share to satisfy tax obligations tied to previously granted RSUs.

After this non-market transaction, Eaton directly holds 220,148 shares of Yelp common stock. The filing describes a standard tax-withholding event associated with RSU vesting rather than an open-market sale or discretionary trade.

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

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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)
03/15/2026

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	03/15/2026		F		4,228(1)	D	$23.83	220,148	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 that were previously reported in Table I.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Yelp (YELP) report for Sam Eaton?

Yelp reported that CTO Sam Eaton had 4,228 shares of common stock withheld to cover tax obligations from vesting RSUs. This was a non-market, tax-withholding disposition rather than an open-market purchase or sale, and was recorded at a price of $23.83 per share.

Was Sam Eaton’s Yelp (YELP) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. Shares were withheld by the company to satisfy tax withholding obligations upon RSU vesting, as described in the footnote. This type of Form 4 transaction is routine and does not reflect an active trading decision in the open market.

How many Yelp (YELP) shares were involved in Sam Eaton’s tax withholding?

The filing shows that 4,228 shares of Yelp common stock were withheld at a price of $23.83 per share. These shares covered tax obligations arising from the vesting of previously reported RSUs, according to the Form 4 transaction details and accompanying footnote.

How many Yelp (YELP) shares does Sam Eaton hold after this Form 4?

Following the tax-withholding disposition, Sam Eaton directly holds 220,148 shares of Yelp common stock. This post-transaction balance is disclosed in the Form 4 and reflects his remaining direct ownership after the 4,228 shares were withheld for tax purposes tied to RSU vesting.

What does the RSU-related footnote in Yelp (YELP) CTO’s Form 4 explain?

The footnote explains that the reported shares represent amounts withheld to satisfy tax obligations from the vesting of certain RSUs. These RSUs had been reported previously, and the withholding is an automatic mechanism, not a discretionary decision to sell Yelp shares in the market.