Yelp Insider Sale: CFO Disposes 10,000 Shares, Retains 170,196

Rhea-AI Filing Summary

Yelp Inc. (YELP) insider sale reported by CFO David A. Schwarzbach. The filing discloses that on 09/15/2025 the reporting person sold 10,000 shares of Yelp common stock under a pre-existing 10b5-1 trading plan adopted on 08/29/2024. The weighted-average sale price for those shares was $31.2441, with individual trade prices ranging from $31.06 to $31.40. After the disposition the reporting person beneficially owns 170,196 shares directly. The sales were executed pursuant to the 10b5-1 plan; detailed per-trade quantities at each price are available upon request from the SEC, the issuer, or a security holder.

Positive

• Sale executed under a 10b5-1 trading plan adopted on 08/29/2024, indicating pre-planned compliance with insider-trading rules.
• Complete disclosure of weighted-average price ($31.2441) and price range ($31.06–$31.40) for the sold shares.

Negative

• Insider disposition of 10,000 shares, which could be viewed negatively by some investors despite being pre-planned.
• Filing does not list per-trade quantities at each price; SEC staff or stakeholders must request full execution details if needed.

Insights

Securities Analyst

TL;DR: CFO sold 10,000 shares under a pre-established 10b5-1 plan; remaining direct holding is 170,196 shares.

The transaction is a routine insider disposition executed under a 10b5-1 trading plan, which provides an affirmative defense against insider trading claims when properly adopted and followed. The weighted-average sale price of $31.2441 reflects multiple executions between $31.06 and $31.40. From a market-impact perspective, the size (10,000 shares) should be evaluated relative to daily volume and outstanding float, which are not provided in this filing. No purchases or derivative activity were reported.

Corporate Governance Expert

TL;DR: Sale appears compliant with governance best practices due to use of an established 10b5-1 plan.

The filing discloses the plan adoption date (08/29/2024) and identifies the sale date (09/15/2025), consistent with disclosed trading-plan execution. The report is signed by an attorney-in-fact on 09/16/2025. There is no indication in this Form 4 of amendments, option exercises, or related-party transfers. Materiality is limited to the disclosed sale and remaining direct ownership of 170,196 shares.

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).

X

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)
09/15/2025

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	09/15/2025		S		10,000(1)	D	$31.2441(2)	170,196	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. Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on August 29, 2024.

2. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $31.06 to $31.4, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	09/16/2025
	** 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 did YELP insider David A. Schwarzbach report on Form 4?

The filing reports that the CFO sold 10,000 shares of Yelp common stock on 09/15/2025 under a 10b5-1 plan.

At what price were the YELP shares sold according to the Form 4?

The weighted-average sale price was $31.2441, with individual trade prices ranging from $31.06 to $31.40.

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

After the reported disposition the reporting person beneficially owns 170,196 shares (direct ownership).

Was the sale conducted under a pre-existing trading plan?

Yes. The shares were sold pursuant to a 10b5-1 trading plan adopted on 08/29/2024.

Are detailed per-trade quantities and prices included in the Form 4?

No. The filing provides a weighted-average price and range; it states that full per-trade details will be supplied upon request by the SEC, the issuer, or a security holder.