Yelp (NYSE: YELP) CEO sells stock under 10b5-1 plan after option exercise

Rhea-AI Filing Summary

Yelp Inc. Chief Executive Officer and Director Jeremy Stoppelman reported a series of stock option exercises and related share sales. On January 15, 16, and 20, 2026, he exercised stock options to buy 30,000 shares of common stock on each date at an exercise price of $20.47 per share, drawing from fully vested options. On each of those same days, he then sold 30,000 shares of common stock in market transactions.

The reported weighted average sale prices were $28.9616 on January 15, $28.4848 on January 16, and $28.0713 on January 20, with individual trades executed within stated price ranges. These transactions were carried out under a Rule 10b5‑1 trading plan that he adopted on May 19, 2025. After the reported transactions, Stoppelman directly held 756,458 shares of Yelp common stock and 336,200 stock options.

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
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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^*

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)
01/15/2026

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	01/15/2026		M		30,000	A	$20.47	786,458	D
Common Stock	01/15/2026		S		30,000(1)	D	$28.9616(2)	756,458	D
Common Stock	01/16/2026		M		30,000	A	$20.47	786,458	D
Common Stock	01/16/2026		S		30,000(1)	D	$28.4848(3)	756,458	D
Common Stock	01/20/2026		M		30,000	A	$20.47	786,458	D
Common Stock	01/20/2026		S		30,000(1)	D	$28.0713(4)	756,458	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	01/15/2026		M			30,000	(5)	03/09/2026	Common Stock	30,000	$0	396,200	D
Stock Option (Right to Buy)	$20.47	01/16/2026		M			30,000	(5)	03/09/2026	Common Stock	30,000	$0	366,200	D
Stock Option (Right to Buy)	$20.47	01/20/2026		M			30,000	(5)	03/09/2026	Common Stock	30,000	$0	336,200	D

Explanation of Responses:

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

2. 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 $28.775 to $29.265, 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.

3. 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 $28.27 to $28.98, 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.

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 $27.71 to $28.28, 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. Fully vested.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	01/20/2026
	** 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.
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 transactions did Yelp (YELP) report for Jeremy Stoppelman?

Yelp reported that Chief Executive Officer and Director Jeremy Stoppelman exercised stock options and sold common shares on January 15, 16, and 20, 2026. Each day he exercised options for 30,000 shares at $20.47 per share and sold 30,000 shares of common stock in open-market transactions.

At what prices did the Yelp CEO sell his YELP common stock?

The reported weighted average sale prices were $28.9616 on January 15, 2026, $28.4848 on January 16, 2026, and $28.0713 on January 20, 2026. Each price reflects multiple trades within stated ranges, with detailed breakdowns available upon request to regulators, the issuer, or stockholders.

How many Yelp shares and options does Jeremy Stoppelman hold after these Form 4 transactions?

Following the reported transactions, Jeremy Stoppelman directly held 756,458 shares of Yelp common stock and 336,200 stock options with an exercise price of $20.47 per share and an expiration date of March 9, 2026.

Were the Yelp CEO’s stock sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that the shares were sold pursuant to a duly adopted Rule 10b5‑1 trading plan that Jeremy Stoppelman adopted on May 19, 2025. Such plans set pre-established trading instructions for insiders.

What type of derivative securities did the Yelp CEO exercise in this Form 4?

Jeremy Stoppelman exercised stock options (right to buy) with an exercise price of $20.47 per share. Each option exercise related to 30,000 underlying shares of Yelp common stock, and a footnote states the options were fully vested.

Is Jeremy Stoppelman considered a 10% owner of Yelp in this filing?

No. In this Form 4, Jeremy Stoppelman is identified as a Director and Officer (Chief Executive Officer), and the box for 10% Owner is not checked.