Performance stock grant lifts Yelp (NYSE: YELP) CEO stake to 966,974 shares

Rhea-AI Filing Summary

Yelp Inc. Chief Executive Officer Jeremy Stoppelman reported an acquisition of 48,779 shares of common stock at a price of $0.00 per share, reflecting a performance-based equity award. Following this transaction, his directly held common stock stake increased to 966,974 shares.

The footnote explains that a performance-based restricted stock unit grant originally covering 48,345 shares at target was awarded on February 7, 2025. After performance criteria were met on March 4, 2026, 48,779 shares became eligible to vest, with 31.25% scheduled to vest on March 15, 2026 and 6.25% vesting quarterly thereafter, subject to his continued service.

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

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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^*

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)
03/04/2026

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	03/04/2026		A		48,779(1)	A	$0	966,974	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. On February 7, 2025, the Reporting Person was granted performance-based restricted stock units covering 48,345 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 March 4, 2026, the performance criteria were met, resulting in 48,779 shares becoming eligible to vest according to the following schedule, subject to the Reporting Person's continued service with the Issuer: 31.25% of the shares will vest on March 15, 2026; and 6.25% of the shares will vest quarterly thereafter until fully vested.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	03/06/2026
	** 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).
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FAQ

What insider transaction did Yelp (YELP) report for CEO Jeremy Stoppelman?

Yelp CEO Jeremy Stoppelman reported acquiring 48,779 shares of common stock at $0.00 per share. This reflects a performance-based equity award that increased his directly held stake to 966,974 shares, as disclosed in the Form 4 insider transaction filing.

How many Yelp (YELP) shares does CEO Jeremy Stoppelman own after this Form 4?

After this transaction, Jeremy Stoppelman directly holds 966,974 shares of Yelp common stock. The increase comes from a reported acquisition of 48,779 shares tied to a performance-based award that became eligible to vest once specific performance criteria were achieved.

What is the size and nature of the performance award reported by Yelp (YELP)?

The performance-based award covers 48,779 shares that became eligible to vest after performance goals were met. It stems from performance-based restricted stock units originally granted over 48,345 shares at target, with actual eligibility ranging from zero to 200% of that target level.

When will the newly eligible Yelp (YELP) performance shares vest for the CEO?

Once performance criteria were met on March 4, 2026, 48,779 shares became eligible to vest. According to the schedule, 31.25% will vest on March 15, 2026, and 6.25% of the shares will continue vesting quarterly thereafter, contingent on continued service.

Did Yelp (YELP) CEO Jeremy Stoppelman pay cash for the 48,779 acquired shares?

No cash was paid for these 48,779 shares; they were reported at a price of $0.00 per share. The acquisition reflects equity compensation tied to achieving performance goals rather than an open-market purchase, according to the Form 4 transaction details.