Yelp (NYSE: YELP) CPO RSU vesting triggers 10,088-share tax withholding

Rhea-AI Filing Summary

Yelp Inc Chief Product Officer Craig Saldanha reported a tax-related share withholding. On February 20, 2026, 10,088 shares of common stock were withheld at $21.25 per share to satisfy tax obligations from vesting RSUs. After this non‑open‑market disposition, he held 254,334 shares directly.

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^*

Saldanha Craig

(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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		10,088(1)	D	$21.25	254,334	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	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Yelp (YELP) disclose for Craig Saldanha?

Craig Saldanha had 10,088 Yelp shares withheld for taxes. The withholding occurred on February 20, 2026, to cover tax obligations from vesting RSUs, and was not an open-market sale or discretionary trade.

Was the Yelp (YELP) insider transaction an open-market sale?

No, the Yelp insider transaction was a tax-withholding event. Shares were withheld to satisfy tax obligations upon vesting of RSUs, using the company’s stock, rather than a voluntary open-market sale by Craig Saldanha.

How many Yelp (YELP) shares were involved in Craig Saldanha’s tax withholding?

A total of 10,088 Yelp common shares were withheld. These shares were applied toward tax withholding obligations associated with vesting restricted stock units, at a fair market value of $21.25 per share on the transaction date.

How many Yelp (YELP) shares does Craig Saldanha own after this transaction?

Craig Saldanha directly owns 254,334 Yelp shares after the event. This figure reflects his direct holdings following the 10,088-share withholding used to satisfy tax obligations tied to vesting RSUs.

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

The “F” code indicates shares used for tax withholding. Specifically, it represents payment of a tax liability or exercise price by delivering or withholding securities instead of cash, as occurred with Saldanha’s RSU vesting.

What was the reference price per share in the Yelp (YELP) tax-withholding transaction?

The reference price per Yelp share was $21.25. This value was used to determine how many shares, 10,088 in total, were withheld to cover Craig Saldanha’s tax obligations from vesting restricted stock units.