[Form 4] YELP INC. Insider Trading Activity

Rhea-AI Filing Summary

Jeremy Stoppelman, listed as Chief Executive Officer and Director of Yelp Inc. (YELP), reported a Form 4 disclosing a transaction on 08/20/2025. The filing shows 19,515 shares of Yelp common stock were disposed of at a price of $31.02 per share. The report explains these shares were withheld to satisfy tax-withholding obligations related to the vesting of previously granted restricted stock units (RSUs). After the transaction, the filing reports 775,972 shares beneficially owned by Mr. Stoppelman. The Form 4 was signed by an attorney-in-fact on 08/22/2025. The filing contains no additional transactions or derivative positions.

Positive

• Transaction is explicitly a tax-withholding event related to RSU vesting, not an open-market sell-off
• Reporting person retains substantial beneficial ownership with 775,972 shares after the transaction
• Form 4 includes an explanatory remark clarifying the nature of the disposition, improving transparency

Negative

• 19,515 shares were disposed of, reducing the reporting person's holdings
• Disposition price reported at $31.02, which may be below or above other reference prices but no market context is provided in the filing

Insights

Financial Analyst

TL;DR: Routine insider withholding sale tied to RSU vesting; no open-market sale beyond tax withholding is reported.

The Form 4 discloses a tax-withholding disposition of 19,515 shares at $31.02, explicitly to satisfy withholding from vesting RSUs. This is a common administrative transaction that does not represent an opportunistic market sale by the reporting person. The remaining reported beneficial ownership of 775,972 shares indicates continued significant stake alignment with shareholders. There are no other purchases, exercises, or derivative transactions disclosed in this filing.

Corporate Governance Expert

TL;DR: Transaction is administrative and routine; disclosure meets Section 16 reporting requirements.

The filing provides clear attribution of the disposition to tax withholding for RSU vesting, satisfying standard disclosure expectations for insider equity changes. The signature by an attorney-in-fact and the inclusion of the withholding explanation are consistent with compliant reporting practices. No governance or compensation-policy changes are disclosed; the document records an ordinary equity-tax event rather than a change in control or executive intent.

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).

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)
08/20/2025

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	08/20/2025		F		19,515(1)	D	$31.02	775,972	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/ Vanessa J. Oh, Attorney-in-Fact	08/22/2025
	** 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 did Jeremy Stoppelman report on his Form 4 for YELP?

He reported a disposition of 19,515 shares on 08/20/2025 at a price of $31.02 per share, disclosed as tax withholding for RSU vesting.

How many Yelp shares does Jeremy Stoppelman beneficially own after the reported transaction?

The Form 4 reports he beneficially owns 775,972 shares following the transaction.

Was the sale an open-market sale or for another purpose?

The filing states the shares were withheld to satisfy tax-withholding obligations arising from the vesting of RSUs.

When was the Form 4 filed and who signed it?

The signature block shows the form was signed by an attorney-in-fact, Vanessa J. Oh, on 08/22/2025.

Does the Form 4 report any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions in this filing.