Yelp (YELP) CFO reports 16,601-share tax-withholding disposition on Form 4

Rhea-AI Filing Summary

Yelp Inc.'s Chief Financial Officer, David A. Schwarzbach, reported a tax-related share disposition. On February 20, 2026, he disposed of 16,601 shares of common stock at a price of $21.25 per share, according to the Form 4.

The footnote explains these shares were withheld to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock units, rather than an open-market sale. After this withholding transaction, Schwarzbach directly owned 213,728 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

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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^*

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)
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		16,601(1)	D	$21.25	213,728	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 CFO David Schwarzbach?

Yelp disclosed that CFO David A. Schwarzbach had 16,601 shares of common stock withheld to cover tax obligations from vesting RSUs. This was a tax-withholding disposition reported on Form 4, not an open-market purchase or sale of shares.

Was the Yelp (YELP) CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 16,601 Yelp shares were withheld to satisfy tax withholding obligations on vesting RSUs, as noted in the footnote. This type of Form 4 code F event is administrative rather than a discretionary stock sale.

How many Yelp (YELP) shares did the CFO dispose of for tax withholding?

The CFO had 16,601 shares of Yelp common stock withheld at $21.25 per share to cover tax liabilities from vesting restricted stock units. This reduced his holdings for tax purposes without reflecting a typical market sale order placed by the executive.

How many Yelp (YELP) shares does the CFO hold after this Form 4 event?

After the tax-withholding disposition, David A. Schwarzbach directly owned 213,728 shares of Yelp common stock. This figure reflects his remaining stake following the 16,601 shares withheld to satisfy tax obligations related to RSU vesting.

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

Transaction code F on the Form 4 indicates shares were used to pay an exercise price or tax liability. In this case, 16,601 Yelp shares were withheld to satisfy tax withholding obligations tied to vesting RSUs, rather than being sold on the open market.