Yelp (NYSE: YELP) CEO logs new RSU awards, option exercises and sales

Rhea-AI Filing Summary

Yelp Inc. CEO and director Jeremy Stoppelman filed a Form 4 reporting new equity awards, option exercises, and planned share sales. He received 152,573 restricted stock units that vest in equal quarterly installments over four years and 55,796 performance-based units that became eligible to vest after specified performance goals were achieved, subject to continued service.

Stoppelman exercised stock options for 30,000 shares on each of February 3 and 4, 2026 and 6,200 shares on February 5, 2026 at an exercise price of $20.47 per share. On the same dates, he sold common stock in several transactions under a duly adopted Rule 10b5-1 trading plan at weighted average prices between $24.1961 and $26.6303 per share. After these transactions, he directly owned 964,827 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

OMB APPROVAL

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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).

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^*

Stoppelman Jeremy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		152,573	A(1)	$0	909,031	D
Common Stock	02/03/2026		A		55,796	A(2)	$0	964,827	D
Common Stock	02/03/2026		M		30,000	A	$20.47	994,827	D
Common Stock	02/03/2026		S(3)		14,269	D	$25.6786(4)	980,558	D
Common Stock	02/03/2026		S(3)		15,731	D	$26.6303(5)	964,827	D
Common Stock	02/04/2026		M		30,000	A	$20.47	994,827	D
Common Stock	02/04/2026		S(3)		29,400	D	$24.7753(6)	965,427	D
Common Stock	02/04/2026		S(3)		600	D	$25.37(7)	964,827	D
Common Stock	02/05/2026		M		6,200	A	$20.47	971,027	D
Common Stock	02/05/2026		S(3)		6,200	D	$24.1961(8)	964,827	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
Stock Option (Right to Buy)	$20.47	02/03/2026		M			30,000	(9)	03/09/2026	Common Stock	30,000	$20.47	36,200	D
Stock Option (Right to Buy)	$20.47	02/04/2026		M			30,000	(9)	03/09/2026	Common Stock	30,000	$20.47	6,200	D
Stock Option (Right to Buy)	$20.47	02/05/2026		M			6,200	(9)	03/09/2026	Common Stock	6,200	$20.47	0	D

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 70,834 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 55,796 shares becoming eligible to vest on February 20, 2026, subject to the Reporting Person's continued service with the Issuer.

3. Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on May 19, 2025.

4. 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 $25.35 to $26.28, 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.

5. 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 $26.38 to $27.035, 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.

6. 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 $24.31 to $25.29, 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.

7. 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 $25.34 to $25.40, 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.

8. 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 $23.98 to $24.46, 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.

9. Fully vested.

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) CEO Jeremy Stoppelman report in this Form 4?

Jeremy Stoppelman reported a mix of equity grants, stock option exercises, and open-market share sales. The filing shows new restricted stock units, the exercise of options at a set price, and multiple sales executed under a pre-established Rule 10b5-1 trading plan.

How many Yelp (YELP) shares does Jeremy Stoppelman own after these transactions?

After the reported transactions, Jeremy Stoppelman directly owns 964,827 shares of Yelp common stock. This balance reflects new equity awards, stock option exercises, and several sales disclosed in early February 2026 in the Form 4 filing.

What new equity awards did Yelp (YELP) grant to Jeremy Stoppelman?

Stoppelman received 152,573 restricted stock units that vest in equal quarterly installments over four years, plus 55,796 performance-based units that became eligible to vest after meeting defined performance criteria, contingent on his continued service with Yelp.

Were Jeremy Stoppelman’s Yelp (YELP) share sales under a 10b5-1 plan?

Yes. The Form 4 states that the reported stock sales were made under a duly adopted Rule 10b5-1 trading plan, which Jeremy Stoppelman adopted on May 19, 2025, to pre-arrange trades according to predetermined instructions.

At what price did Jeremy Stoppelman exercise Yelp (YELP) stock options?

He exercised stock options with an exercise price of $20.47 per share. These exercises occurred on February 3, 4, and 5, 2026 and were followed by open-market sales of common stock disclosed in the same Form 4.

What performance condition affected Jeremy Stoppelman’s Yelp (YELP) performance-based RSUs?

Performance-based RSUs granted on January 25, 2023 covered 70,834 shares at target. The Form 4 notes that performance criteria were met on February 3, 2026, resulting in 55,796 shares becoming eligible to vest on February 20, 2026, subject to continued service.