[Form 4] YELP INC Insider Trading Activity

Rhea-AI Filing Summary

Yelp Inc. (YELP) reported an insider equity transaction by its Chief Technology Officer on a Form 4. On 11/20/2025, the CTO had 11,093 shares of Yelp common stock withheld at a price of $28.85 per share to cover tax obligations tied to the vesting of previously granted restricted stock units (RSUs). After this tax withholding event, the officer beneficially owned 122,880 shares of Yelp common stock directly. The filing notes that these withheld shares were not an open-market sale but a standard mechanism to satisfy tax withholding requirements upon RSU vesting.

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^*

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)
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		11,093(1)	D	$28.85	122,880	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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FAQ

What insider transaction did Yelp (YELP) report in this Form 4?

The Form 4 reports that Yelp's Chief Technology Officer had 11,093 shares of common stock withheld on 11/20/2025 to satisfy tax withholding obligations related to vesting RSUs.

At what price were the Yelp (YELP) shares withheld for taxes?

The shares were withheld at a price of $28.85 per share in connection with the RSU vesting and related tax obligations.

How many Yelp (YELP) shares does the reporting person own after the transaction?

Following the tax withholding transaction, the reporting person beneficially owned 122,880 shares of Yelp common stock in direct ownership.

Who is the insider involved in this Yelp (YELP) Form 4 filing?

The insider is Yelp's Chief Technology Officer, identified as an officer of the company and the reporting person on the Form 4.

Was this Yelp (YELP) insider transaction an open-market sale?

No. The filing explains that the 11,093 shares represent shares withheld to satisfy tax withholding obligations upon vesting of RSUs, rather than an open-market sale.

What type of equity award is referenced in Yelp's (YELP) Form 4?

The Form 4 notes that the transaction relates to the vesting of restricted stock units (RSUs) that had been previously reported after their grant.