Yelp (NYSE: YELP) grants CFO new stock and performance units

Rhea-AI Filing Summary

Yelp Inc. reported that its Chief Financial Officer, David A. Schwarzbach, received new equity awards in the form of common stock on February 3, 2026. He was granted 75,788 restricted stock units that will vest in equal quarterly installments over four years from the grant date.

In addition, 26,914 performance-based restricted stock units became eligible to vest after performance goals tied to a January 25, 2023 award were met. These 26,914 shares are scheduled to vest on February 20, 2026, subject to his continued service. Following these awards, he directly beneficially owned 230,329 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

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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^*

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)
02/03/2026

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	02/03/2026		A		75,788(1)	A	$0	203,415	D
Common Stock	02/03/2026		A		26,914(2)	A	$0	230,329	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 quarterly installments over four years from the date of grant.

2. On January 25, 2023, the Reporting Person was granted performance-based restricted stock units covering 34,167 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of performance goals. On February 3, 2026, the performance criteria were met, resulting in 26,914 shares becoming eligible to vest on February 20, 2026, subject to the Reporting Person's continued service with the Issuer.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	02/05/2026
	** 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).
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FAQ

What did Yelp (YELP) disclose in this Form 4 for its CFO?

Yelp disclosed new stock awards to its CFO. David A. Schwarzbach received time-based and performance-based restricted stock units in Yelp common stock, increasing his direct beneficial ownership and further aligning his compensation with company performance and long-term service conditions.

How many Yelp (YELP) shares were granted to the CFO on February 3, 2026?

The CFO received two equity grants on that date. He was granted 75,788 restricted stock units and 26,914 performance-based restricted stock units in Yelp common stock, all at a price of $0 per share as reported in the Form 4.

What are the vesting terms for the 75,788 Yelp restricted stock units?

The 75,788 restricted stock units vest over four years. They are scheduled to vest in equal quarterly installments starting from the February 3, 2026 grant date, tying this portion of the CFO’s compensation to continued employment over an extended period.

How were the 26,914 Yelp performance-based RSUs triggered for the CFO?

The 26,914 performance-based units became eligible after goals were met. They relate to a January 25, 2023 award, where performance criteria were achieved on February 3, 2026, making these shares eligible to vest on February 20, 2026, subject to continued service.

How many Yelp (YELP) shares does the CFO own after these transactions?

After the reported grants, the CFO beneficially owned 230,329 shares. The Form 4 states that, following the February 3, 2026 transactions, David A. Schwarzbach directly held 230,329 shares of Yelp common stock in his account.

Were these Yelp CFO equity awards cash purchases or compensation grants?

These were compensation-related grants, not cash purchases. Both the 75,788 restricted stock units and the 26,914 performance-based units were reported at a transaction price of $0 per share, reflecting stock-based compensation rather than open-market buying.