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  4. [Form 4] YELP INC Insider Trading Activity

Yelp CFO sells 8,809 shares under trading plan

YELP INC (YELP) Chief Financial Officer David A. Schwarzbach reported insider transactions involving common stock.

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

YELP INC (YELP) Chief Financial Officer David A. Schwarzbach reported insider transactions involving common stock. On August 21, 2026, he sold 8,809 shares at a weighted average price of $23.1938 per share under a Rule 10b5-1 trading plan. On August 20, 2026, 10,013 shares were withheld at $23.60 per share to satisfy tax withholding obligations upon RSU vesting.

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Insights

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Insider Schwarzbach David A
Role Chief Financial Officer
Sold 8,809 shs ($204K)
Type Security Shares Price Value
Sale Common Stock F2, F3 8,809 $23.1938 $204K
Tax Withholding Common Stock F1 10,013 $23.60 $236K
Holdings After Transaction: Common Stock — 180,466 shares (Direct)
Footnotes (3)
  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.
  2. F2. Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on May 22, 2026.
  3. F3. 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 $23.03 to $23.49, 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.
Shares sold 8,809 shares Common stock sale on August 21, 2026 by CFO David A. Schwarzbach
Weighted average sale price $23.1938 per share Average price for 8,809 YELP shares sold on August 21, 2026
Sale price range $23.03 to $23.49 per share Price range for multiple sale transactions on August 21, 2026
Shares withheld for taxes 10,013 shares Shares delivered or withheld on August 20, 2026 to satisfy tax withholding obligations upon RSU vesting
Tax withholding share price $23.60 per share Price applied to 10,013 shares used to satisfy tax withholding obligations
Rule 10b5-1 plan adoption date May 22, 2026 Adoption date of the trading plan governing the 8,809-share sale
Net buy/sell shares -8,809 shares Net of reported buy and sell transactions for this filing
Rule 10b5-1 trading plan regulatory
"Shares were sold pursuant to a duly adopted 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Restricted Stock Units financial
"tax withholding obligations in connection with the vesting of certain RSUs"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average sale price financial
"The sales price reported is the weighted average sale price"
tax withholding obligations financial
"shares withheld to satisfy tax withholding obligations in connection"

FAQ

What insider transactions did YELP CFO David A. Schwarzbach report in this Form 4 for YELP?
Two transactions were reported: a sale of 8,809 shares of Yelp common stock on August 21, 2026, and a disposition of 10,013 shares on August 20, 2026, to cover tax withholding obligations related to vesting RSUs.

How many YELP shares did the CFO sell and at what price?
David A. Schwarzbach sold 8,809 shares of YELP common stock on August 21, 2026, at a weighted average price of $23.1938 per share, in multiple transactions within a price range of $23.03 to $23.49.

Were the YELP CFO’s share sales made under a Rule 10b5-1 trading plan?
Yes. The filing notes that the 8,809-share sale on August 21, 2026, was made pursuant to a Rule 10b5-1 trading plan that David A. Schwarzbach adopted on May 22, 2026.

Why were 10,013 YELP shares disposed of on August 20, 2026?
On August 20, 2026, 10,013 shares of YELP common stock were withheld to satisfy tax withholding obligations in connection with the vesting of certain RSUs that had been previously reported at the time of grant.

What price was used for the 10,013 YELP shares withheld for taxes?
The 10,013 shares withheld to cover tax withholding obligations on August 20, 2026, were valued at a price of $23.60 per share, according to the Form 4 disclosure.

Does the Form 4 state the exact prices of each individual YELP share sale?
The Form 4 reports a weighted average sale price of $23.1938 for the 8,809 shares sold, and states these were executed in multiple transactions between $23.03 and $23.49; detailed per-trade prices are available upon request to the company or SEC staff.

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SEC Form 4
FORM 4UNITED 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 CALIFORNIA 94105
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026F10,013(1)D$23.6189,275D
Common Stock08/21/2026S8,809(2)D$23.1938(3)180,466D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on May 22, 2026.
3. 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 $23.03 to $23.49, 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/ Elizabeth Prosser, Attorney-in-Fact08/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR