YELP Form 4: CFO Disposes 9,458 Shares to Cover RSU Taxes

Rhea-AI Filing Summary

David A. Schwarzbach, Chief Financial Officer of Yelp Inc., reported a sale of company stock related to tax withholding on vested restricted stock units. On 08/20/2025 he disposed of 9,458 shares of Yelp common stock at $31.02 per share to satisfy tax withholding obligations arising from the vesting of RSUs. After the transaction he beneficially owned 190,196 shares, held directly. The Form 4 was signed by an attorney-in-fact on 08/22/2025. The filing identifies the transaction as a routine disposition tied to RSU vesting rather than an open-market strategic trade.

Insights

Corporate Governance Expert

TL;DR: Officer sale appears routine tax-withholding on vested RSUs; not a clear signal of altered insider conviction.

The Form 4 documents a disposition of 9,458 shares at $31.02 on 08/20/2025 specifically to satisfy tax withholding for vested RSUs. Such withholding-related sales are common and administrative in nature. The filing shows continued direct ownership of 190,196 shares, indicating the reporting person maintains a meaningful equity stake. From a governance standpoint, this transaction does not, on its face, indicate a material change in the insider's ownership intent but should be tracked with future filings for any pattern of sales.

Securities Analyst

TL;DR: Transaction is a small, routine sale versus total holdings; limited immediate market impact.

The sale of 9,458 shares at $31.02 is documented as tax-withholding for RSU vesting rather than an unsolicited market disposition. With 190,196 shares retained after the transaction, the CFO still holds substantial equity. The transaction size relative to reported holdings suggests limited informational content for valuation models. Investors monitoring insider activity should note the date and reason but this single administrative sale is unlikely to be material to Yelp's market valuation.

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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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)
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		9,458(1)	D	$31.02	190,196	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 transaction did YELP insider David A. Schwarzbach report on Form 4?

He reported a disposition of 9,458 shares of Yelp common stock on 08/20/2025 at a price of $31.02 per share.

Why were the shares sold according to the Form 4?

The filing states the shares were withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units (RSUs).

How many Yelp shares did the reporting person own after the transaction?

After the reported transaction he beneficially owned 190,196 shares held directly.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Vanessa J. Oh, Attorney-in-Fact on 08/22/2025.

What is the reporting person's role at Yelp?

The reporting person is listed as an Officer with the title Chief Financial Officer.