YELP Insider Sale: CFO Disposes 10,000 Shares, Retains 180,196 Holdings

Rhea-AI Filing Summary

David A. Schwarzbach, Chief Financial Officer of YELP INC (YELP), reported a sale of 10,000 shares of common stock on 08/27/2025 at a weighted average price of $31.4289 per share. The sale was made pursuant to a pre-established 10b5-1 trading plan adopted August 29, 2024; individual trades in the block ranged from $31.27 to $31.63. After the reported transaction, the reporting person beneficially owned 180,196 shares, held directly. The Form 4 was signed by an attorney-in-fact, Vanessa J. Oh, on behalf of the reporting person.

Positive

• Transaction conducted under a 10b5-1 trading plan, indicating pre-scheduled sales rather than ad-hoc insider timing
• Weighted average sale price disclosed ($31.4289) with the transaction price range ($31.27 to $31.63) for transparency
• Reporting shows continued substantial direct ownership of 180,196 shares after the sale

Negative

• Insider sold 10,000 shares, reducing the reporting person’s direct holdings (possible investor interpretation risk)

Insights

Securities/Fundamental Analyst

Routine insider sale under a 10b5-1 plan; non-event for fundamentals absent additional context.

The Form 4 documents a pre-planned disposition of 10,000 common shares by the CFO at a weighted average price of $31.4289, consistent with a 10b5-1 schedule adopted August 29, 2024. Because the sale follows an affirmative-defense trading plan and the filing shows substantial residual direct ownership (180,196 shares), the transaction appears administrative rather than a signal of near-term company-specific news. No convertible or derivative activity was reported and no change to overall ownership form was indicated.

Corporate Governance Expert

Disclosure aligns with best practices: sale under a Rule 10b5-1 plan and clear pricing/range provided.

The filing clearly states the 10b5-1 plan origin and provides the weighted average sale price plus the executed price range, which supports transparency. The use of an attorney-in-fact signature is properly documented. The filing does not disclose any amendments or deviations from the plan. From a governance perspective, the disclosure meets routine Section 16 reporting expectations and does not raise immediate compliance concerns based on the information provided.

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).

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)
08/27/2025

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	08/27/2025		S		10,000(1)	D	$31.4289(2)	180,196	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 29, 2024.

2. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $31.27 to $31.63, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	08/27/2025
	** 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 YELP CFO David A. Schwarzbach report on Form 4 (YELP)?

The report discloses a sale of 10,000 common shares on 08/27/2025 at a weighted average price of $31.4289 per share.

Was the sale made under a 10b5-1 trading plan?

Yes. The Form 4 states the shares were sold pursuant to a duly adopted 10b5-1 trading plan adopted on August 29, 2024.

What price range was reported for the shares sold by the CFO?

The filing reports the sales occurred at prices ranging from $31.27 to $31.63, with a weighted average of $31.4289.

How many shares does the reporting person own after the sale?

After the transaction, the reporting person beneficially owned 180,196 shares, held directly.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Vanessa J. Oh, Attorney-in-Fact, on 08/27/2025.