Yelp (NYSE: YELP) CTO uses 11,266 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Yelp Inc. Chief Technology Officer Sam Eaton reported a routine share disposition tied to tax withholding. On the RSU vesting date, 11,266 shares of common stock were withheld to satisfy tax obligations, rather than sold in the open market.

After this tax-withholding event, Eaton continues to hold 208,882 shares of Yelp common stock directly. The transaction reflects standard payroll-style handling of taxes on vested restricted stock units, not a discretionary decision to trade shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Eaton Sam

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	11,266	$22.47	$253K

Holdings After Transaction: Common Stock — 208,882 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 11,266 shares Withholding price per share: $22.47 per share Shares held after transaction: 208,882 shares +1 more

4 metrics

Shares withheld for taxes 11,266 shares Withheld to satisfy tax withholding obligations on RSU vesting

Withholding price per share $22.47 per share Value used for tax-withholding disposition of 11,266 shares

Shares held after transaction 208,882 shares Direct holdings of Yelp common stock after the tax withholding

Tax-withholding shares (summary) 11,266 shares TaxWithholdingShares reported in transaction summary

Key Terms

RSUs, tax withholding obligations, Form 4, tax-withholding disposition

4 terms

RSUs financial

"in connection with the vesting of certain RSUs, which were previously"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations in connection"

Form 4 regulatory

"Sam Eaton reported in this Form 4 that 11,266 Yelp common shares"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

tax-withholding disposition financial

"transaction_action is listed as tax-withholding disposition rather than an open-market sale"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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 CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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

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

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

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	05/20/2026		F		11,266(1)	D	$22.47	208,882	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/ Elizabeth Prosser, Attorney-in-Fact	05/22/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Yelp (YELP) executive Sam Eaton report in this Form 4?

Sam Eaton reported that 11,266 Yelp common shares were withheld to cover taxes on vested RSUs. This is a compensation-related tax-withholding event, not an open-market trade or discretionary sale of Yelp stock.

How many Yelp (YELP) shares were withheld for taxes in this filing?

The filing shows 11,266 shares of Yelp common stock were withheld at $22.47 per share. These shares satisfied tax withholding obligations triggered when previously granted restricted stock units vested.

Does this Yelp (YELP) Form 4 show Sam Eaton selling shares on the market?

No, the Form 4 describes shares withheld for tax obligations on RSU vesting. The code F transaction is a tax-withholding disposition, not an open-market sale initiated by Sam Eaton.

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

After the tax-withholding event, Sam Eaton directly holds 208,882 shares of Yelp common stock. This balance reflects his position following the RSU vesting-related share withholding.

What does transaction code F mean in the Yelp (YELP) Form 4?

Transaction code F indicates shares were delivered to cover the exercise price or tax liability. In this case, it represents shares withheld to satisfy tax withholding obligations on vested Yelp restricted stock units.