YELP Form 4: 5,188 Shares Withheld for RSU Tax Obligations

Yelp Inc. reported an insider equity transaction by its Chief People Officer.

Accepted by SEC EDGAR 11/21/2025 - 05:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Yelp Inc. reported an insider equity transaction by its Chief People Officer. On 11/20/2025, the officer had 5,188 shares of common stock withheld at a price of $28.85 per share. These shares were not open-market sales but were withheld to cover tax obligations tied to the vesting of previously granted restricted stock units (RSUs).

After this tax withholding event, the officer beneficially owned 77,378 shares of Yelp common stock in direct form. The filing notes that the RSUs involved had been reported earlier at the time of grant, and no new derivative securities transactions were reported in this filing.

Insider Trade Summary

Exercise Price or Tax Liability: 5,188 shares

Exercise Price or Tax Liability 1 txn

Insider Amara Carmen

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	5,188	$28.85	$150K

Holdings After Transaction: Common Stock — 77,378 shares (Direct)

Holdings Before and After: Common Stock, 82,566 to 77,378 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did YELP report in this Form 4?

Yelp reported that its Chief People Officer had 5,188 shares of common stock withheld on 11/20/2025 to satisfy tax withholding obligations related to vesting RSUs.

Was the YELP insider transaction an open-market sale?

No. The 5,188 shares were withheld for taxes in connection with RSU vesting, rather than sold in an open-market transaction.

At what price were the YELP shares withheld for tax purposes?

The shares withheld to cover taxes were valued at a price of $28.85 per share.

How many YELP shares does the Chief People Officer own after this transaction?

Following the tax withholding transaction, the Chief People Officer beneficially owned 77,378 shares of Yelp common stock directly.

What is the reason for the share withholding reported by YELP?

The filing explains that the 5,188 shares represent shares withheld to satisfy tax withholding obligations arising from the vesting of previously granted RSUs.

Were any derivative securities reported in this YELP Form 4?

No derivative securities transactions were listed in Table II of the Form 4 for this reporting person.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Amara Carmen

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		F		5,188(1)	D	$28.85	77,378	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	11/21/2025
	** 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.
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