Yelp (NYSE: YELP) CTO awarded 24,231 performance-based shares in Form 4

Rhea-AI Filing Summary

Yelp Inc. Chief Technology Officer Sam Eaton reported acquiring 24,231 shares of common stock through a performance-based equity award. The grant carried a price of $0.00 per share and increased his directly held stake to 224,376 shares.

The award stems from performance-based restricted stock units initially granted on February 7, 2025, which could vest between 0% and 200% of the target 24,015 shares depending on performance goals. On March 4, 2026, the performance criteria were met, making 24,231 shares eligible to vest.

According to the vesting schedule, 31.25% of these shares will vest on March 15, 2026, and 6.25% will vest quarterly thereafter until fully vested, subject to Eaton’s continued service with Yelp.

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)
03/04/2026

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	03/04/2026		A		24,231(1)	A	$0	224,376	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. On February 7, 2025, the Reporting Person was granted performance-based restricted stock units covering 24,015 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 March 4, 2026, the performance criteria were met, resulting in 24,231 shares becoming eligible to vest according to the following schedule, subject to the Reporting Person's continued service with the Issuer: 31.25% of the shares will vest on March 15, 2026; and 6.25% of the shares will vest quarterly thereafter until fully vested.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	03/06/2026
	** 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.
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FAQ

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

Yelp reported that Chief Technology Officer Sam Eaton acquired 24,231 shares of common stock via a performance-based equity award at $0.00 per share. This non-cash grant increased his directly held position to 224,376 shares, according to the Form 4 disclosure and accompanying footnote.

How were Sam Eaton’s performance-based RSUs at Yelp (YELP) structured?

Sam Eaton received performance-based restricted stock units on February 7, 2025, covering 24,015 shares at a target level, with 0% to 200% of that amount eligible to vest based on performance goals. After performance criteria were achieved, 24,231 shares became eligible to vest under the award.

When do Sam Eaton’s new Yelp (YELP) shares vest under this award?

Under the disclosed vesting schedule, 31.25% of the 24,231 eligible shares will vest on March 15, 2026. The remaining shares will vest in 6.25% increments each quarter thereafter until fully vested, contingent on Sam Eaton’s continued service with Yelp Inc.

Did Sam Eaton pay cash for the 24,231 Yelp (YELP) shares reported?

No, Sam Eaton did not pay cash for these shares. The Form 4 lists a transaction price of $0.00 per share because the 24,231 shares were received through a performance-based restricted stock unit award rather than an open-market purchase for cash consideration.

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

Following the reported equity award, Sam Eaton directly owns 224,376 shares of Yelp common stock. This figure reflects his holdings after the 24,231-share performance-based grant was recorded, as indicated in the Form 4 transaction table’s post-transaction share balance.