Yelp (YELP) CFO has 10,012 shares withheld for RSU tax obligations

Rhea-AI Filing Summary

Yelp Inc.'s Chief Financial Officer, David A. Schwarzbach, reported a routine tax-related share disposition. On 2026-05-20, 10,012 shares of Yelp common stock were withheld at a price of $22.47 per share to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock units (RSUs).

These shares were not sold on the open market but delivered to cover taxes, a common administrative event when RSUs vest. After this transaction, Schwarzbach directly held 199,288 shares of Yelp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schwarzbach David A

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	10,012	$22.47	$225K

Holdings After Transaction: Common Stock — 199,288 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 10,012 shares Withholding price per share: $22.47 per share Shares held after transaction: 199,288 shares +2 more

5 metrics

Shares withheld for taxes 10,012 shares Tax withholding disposition on 2026-05-20 for RSU vesting

Withholding price per share $22.47 per share Value used for 10,012-share tax withholding on 2026-05-20

Shares held after transaction 199,288 shares Direct holdings of CFO David A. Schwarzbach following the Form 4 event

Tax-withholding transactions 1 transaction Single F-code disposition reported in this Form 4

Tax-withholding shares total 10,012 shares Total shares used to satisfy RSU-related tax obligations in this filing

Key Terms

restricted stock units (RSUs), tax withholding obligations, tax-withholding disposition, Common Stock, +1 more

5 terms

restricted stock units (RSUs) financial

"in connection with the vesting of certain RSUs, which were previously reported"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations in connection with the vesting"

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for this Form 4 entry"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"security_title: "Common Stock" in the reported non-derivative transaction"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

transaction code "F" financial

"transaction_code_description: Payment of exercise price or tax liability by delivering securities"

Form 4 Insider Transactions: What Each Field Means →

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^*

Schwarzbach David A

(Last) (First) (Middle)

C/O YELP INC.

350 MISSION STREET, 10TH FLOOR

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		F		10,012(1)	D	$22.47	199,288	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	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Yelp (YELP) disclose for CFO David A. Schwarzbach?

Yelp disclosed that CFO David A. Schwarzbach had 10,012 shares of common stock withheld to cover tax obligations from RSU vesting. This was a tax-withholding disposition, not an open-market stock sale, and is a standard administrative event for equity compensation.

Were the Yelp (YELP) shares in this Form 4 sold on the open market?

No, the 10,012 Yelp shares were not sold on the open market. They were withheld by the company to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units, according to the Form 4 footnote.

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

After the tax-withholding transaction, CFO David A. Schwarzbach holds 199,288 shares of Yelp common stock directly. This figure reflects his remaining position following the 10,012-share withholding related to RSU vesting reported in the filing.

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

Transaction code "F" indicates shares were disposed of to pay an exercise price or tax liability. In this Yelp filing, 10,012 shares were withheld specifically to satisfy tax withholding obligations connected to the vesting of certain restricted stock units.

Is the Yelp (YELP) CFO’s Form 4 transaction considered a buy or a sell signal?

The transaction is not a traditional buy or sell signal. It is a tax-withholding disposition of 10,012 shares upon RSU vesting, a mechanical step in equity compensation rather than an open-market decision to buy or sell Yelp stock.