[Form 4] YELP INC. Insider Trading Activity

Rhea-AI Filing Summary

Amara Carmen, Chief People Officer of Yelp Inc. (YELP), reported a change in her beneficial ownership on 08/20/2025. The filing shows 5,187 shares of common stock were disposed at a price of $31.02 to satisfy tax withholding on vested restricted stock units (RSUs). After the withholding disposition, Ms. Carmen beneficially owns 87,066 shares of Yelp common stock.

The Form 4 was signed by an attorney-in-fact on 08/22/2025 and identifies the transaction code as F with an explanatory note that the shares were withheld for tax obligations related to prior RSU grants.

Insights

Securities Compliance Analyst

Routine tax-withholding disposition on vested RSUs; no indication of trading for speculative reasons.

The reported transaction is a customary withholding of shares to satisfy tax obligations following RSU vesting. The disposal of 5,187 shares at $31.02 reduced the reporting person’s holdings to 87,066 shares. Transaction code F and the explanatory note explicitly identify this as tax withholding rather than an open-market sale. For disclosure and compliance purposes, this is a standard, non-material insider transaction that does not, by itself, imply a change in corporate control or strategy.

Corporate Governance Specialist

Insider disclosure aligns with Rule 16 reporting; the event appears administrative and not strategically significant.

The Form 4 properly records a disposition tied to RSU tax withholding. The filer is identified as an officer (Chief People Officer), and the filing was executed by an attorney-in-fact. The quantity withheld (5,187 shares) and resulting ownership (87,066 shares) should be reviewed in the context of the officer’s total holdings, but on its face this is a routine post-vesting administrative action rather than a transactional signal about company prospects.

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
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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^*

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)
08/20/2025

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	08/20/2025		F		5,187(1)	D	$31.02	87,066	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	08/22/2025
	** 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 transaction did Amara Carmen report on Form 4 for YELP?

The filing reports a disposition of 5,187 shares on 08/20/2025 at $31.02 per share to satisfy tax withholding related to vested RSUs.

How many Yelp shares does Amara Carmen own after the reported transaction?

After the withholding disposition, Amara Carmen beneficially owns 87,066 shares of Yelp common stock.

What was the reason for the share disposition in the Form 4 filing?

The filing’s explanation states the shares were withheld to satisfy tax withholding obligations in connection with the vesting of certain RSUs.

When was the Form 4 transaction and when was the form signed?

The transaction date is 08/20/2025 and the Form 4 was signed by an attorney-in-fact on 08/22/2025.

What transaction code was used in the Form 4 for this disposition?

The filing uses transaction code F, which here corresponds to shares withheld for tax withholding on vested RSUs.