Yelp (NYSE: YELP) CTO reports sale of 195 shares, retains 122,880

Rhea-AI Filing Summary

Yelp Inc. reported an insider stock transaction by its Chief Technology Officer. On 12/02/2025, the CTO sold 195 shares of Yelp common stock at a price of $28.85 per share. After this sale, the officer directly owned 122,880 shares of Yelp common stock. The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan that was adopted on February 20, 2025, and the shares involved were originally acquired through Yelp's 2012 Employee Stock Purchase Plan on November 30, 2025.

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^*

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)
12/02/2025

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	12/02/2025		S		195(1)(2)	D	$28.85	122,880	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 February 20, 2025.

2. Represents shares purchased under the Issuer's 2012 Employee Stock Purchase Plan ("ESPP") on November 30, 2025.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	12/02/2025
	** 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 insider transaction did Yelp (YELP) disclose in this Form 4?

Yelp disclosed that its Chief Technology Officer sold 195 shares of Yelp common stock on 12/02/2025. The sale was reported as a routine insider transaction.

At what price were the Yelp (YELP) shares sold by the CTO?

The Chief Technology Officer sold 195 shares of Yelp common stock at a price of $28.85 per share.

How many Yelp (YELP) shares does the CTO own after this transaction?

Following the reported sale, the Chief Technology Officer beneficially owned 122,880 shares of Yelp common stock in direct ownership.

Was the Yelp (YELP) insider sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the shares were sold under a duly adopted Rule 10b5-1 trading plan that was adopted by the reporting person on February 20, 2025.

How were the shares involved in this Yelp (YELP) transaction originally acquired?

The filing explains that the 195 shares sold represented shares that were purchased under Yelp's 2012 Employee Stock Purchase Plan on November 30, 2025.

What is the reporting person’s role and relationship to Yelp (YELP)?

The reporting person is an officer of Yelp Inc., serving as the company’s Chief Technology Officer, and is required to report transactions in Yelp stock as an insider.