Yelp (YELP) CTO awarded RSUs and performance-based stock units

Rhea-AI Filing Summary

Yelp Inc.'s Chief Technology Officer Sam Eaton reported stock-based awards. On February 3, 2026, he acquired 75,788 shares of common stock at $0 from a grant of restricted stock units that vest in equal quarterly installments over four years.

On the same date, performance goals tied to an earlier grant were met, making 26,914 additional shares from performance-based restricted stock units eligible to vest on February 20, 2026, contingent on continued service. Following these transactions, Eaton directly beneficially owned 225,582 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

OMB APPROVAL

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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^*

Eaton Sam

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A		75,788(1)	A	$0	198,668	D
Common Stock	02/03/2026		A		26,914(2)	A	$0	225,582	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 the grant of restricted stock units that vest in equal quarterly installments over four years from the date of grant.

2. On January 25, 2023, the Reporting Person was granted performance-based restricted stock units covering 34,167 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of performance goals. On February 3, 2026, the performance criteria were met, resulting in 26,914 shares becoming eligible to vest on February 20, 2026, subject to the Reporting Person's continued service with the Issuer.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	02/05/2026
	** 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.
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FAQ

What insider transaction did Yelp (YELP) report for Sam Eaton?

Sam Eaton, Yelp’s Chief Technology Officer, reported stock-based awards. He acquired 75,788 shares at $0 from a new restricted stock unit grant and 26,914 additional shares became eligible to vest after performance goals were achieved.

How many Yelp (YELP) shares does Sam Eaton own after this Form 4?

After the reported transactions, Sam Eaton beneficially owns 225,582 Yelp shares. This total reflects common stock underlying vested or settling awards reported in the filing, all held directly in his name as indicated in the ownership column.

What are the terms of Sam Eaton’s new Yelp restricted stock unit grant?

The new grant covers 75,788 restricted stock units. These units vest in equal quarterly installments over four years from the February 3, 2026 grant date, rewarding continued service and aligning compensation with long-term employment at Yelp.

How do Sam Eaton’s performance-based Yelp RSUs vest?

The performance-based RSUs were originally granted on January 25, 2023. They covered 34,167 shares at target. After performance criteria were met on February 3, 2026, 26,914 shares became eligible to vest on February 20, 2026, subject to his continued service.

Did Sam Eaton pay cash for the Yelp shares reported on this Form 4?

No, the reported acquisitions were at a price of $0 per share. The Form 4 shows the transactions as stock-based compensation, arising from restricted stock unit and performance-based restricted stock unit awards rather than open-market purchases.