YELP Form 4: CPO Withholds 6,820 Shares for RSU Taxes, Retains 205,900

Rhea-AI Filing Summary

Yelp Inc. insider transaction by Chief Product Officer Craig Saldanha: The filing reports a sale of 6,820 shares of Yelp common stock on 08/20/2025 at $31.02 per share, leaving the reporting person with 205,900 shares beneficially owned. The reported disposition is explained as shares withheld to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock units (RSUs).

The Form 4 was signed by an attorney-in-fact on 08/22/2025. The disclosure identifies the reporting person as an officer (Chief Product Officer) and confirms the transaction code and price; no other transactions or derivative positions are reported.

Positive

• Sale was for tax withholding related to RSU vesting, which typically indicates a non-discretionary administrative transaction rather than a voluntary sell-off
• Reporting complies with Section 16 disclosure and includes an explanatory remark and signature by attorney-in-fact

Negative

• Reported disposition of 6,820 shares at $31.02 reduces the officer's direct holdings, which some investors may view cautiously
• No Rule 10b5-1 trading plan is identified in the filing, so the transaction is not explicitly tied to an established trading program

Insights

Financial Analyst

TL;DR: Officer sold a small block of shares to cover RSU tax withholding; transaction appears administrative rather than a directional bet.

The sale of 6,820 shares at $31.02 is explicitly described as tax-withholding related to RSU vesting, which typically indicates a non-discretionary, administrative disposition rather than a voluntary liquidity decision. The reporting person still beneficially owns 205,900 shares, preserving substantial alignment with shareholders. Impact on valuation or liquidity is minimal based on the disclosed size and purpose of the sale.

Corporate Governance Expert

TL;DR: Transaction follows standard post-vesting withholding practice; disclosure meets Section 16 reporting requirements.

The Form 4 properly reports the disposition, includes the explanation that shares were withheld for tax withholding upon RSU vesting, and is signed by an attorney-in-fact. From a governance and compliance standpoint, the filing appears complete and routine. There is no indication of a Rule 10b5-1 plan or other trading plan in the filing, and no derivatives or additional transfers are disclosed.

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^*

Saldanha Craig

(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 Product 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		6,820(1)	D	$31.02	205,900	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 did YELP insider Craig Saldanha report on Form 4?

The filing shows a disposition of 6,820 shares of Yelp common stock on 08/20/2025 at a reported price of $31.02, leaving 205,900 shares beneficially owned.

Why were the 6,820 YELP shares sold?

The Form 4 states the shares represent shares withheld to satisfy tax withholding obligations in connection with the vesting of previously granted RSUs.

Does the Form 4 show any option exercises or derivative transactions for YELP?

No. Table II (derivative securities) contains no reported exercises or derivative transactions in this filing.

When was the Form 4 for YELP signed and filed?

The signature block shows the filing was signed by an attorney-in-fact on 08/22/2025 and the underlying transaction date is 08/20/2025.

What is Craig Saldanha's role at Yelp as disclosed on the Form 4?

He is identified as an Officer, specifically the Chief Product Officer.