Yelp (NYSE: YELP) CFO earns 24,231 performance-based RSUs after goals met

Rhea-AI Filing Summary

Yelp Inc. Chief Financial Officer David A. Schwarzbach reported an acquisition of 24,231 shares of common stock through a performance-based restricted stock unit award. The award carried a zero-dollar price per share and increased his directly held stake to 237,959 shares.

The footnotes explain that the original grant on February 7, 2025 covered 24,015 performance-based restricted stock units, with zero to 200% eligible to vest depending on performance. On March 4, 2026, the performance criteria were met, resulting in 24,231 shares becoming eligible to vest.

According to the vesting schedule, 31.25% of these shares will vest on March 15, 2026, and 6.25% will vest quarterly thereafter until fully vested, subject to his continued service with Yelp.

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^*

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)
03/04/2026

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	03/04/2026		A		24,231(1)	A	$0	237,959	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. On February 7, 2025, the Reporting Person was granted performance-based restricted stock units covering 24,015 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of performance goals. On March 4, 2026, the performance criteria were met, resulting in 24,231 shares becoming eligible to vest according to the following schedule, subject to the Reporting Person's continued service with the Issuer: 31.25% of the shares will vest on March 15, 2026; and 6.25% of the shares will vest quarterly thereafter until fully vested.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	03/06/2026
	** 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 did Yelp (YELP) CFO David Schwarzbach report on this Form 4?

Yelp’s CFO David A. Schwarzbach reported acquiring 24,231 shares of common stock via a performance-based restricted stock unit award. The zero-cost shares increased his directly held stake to 237,959 shares, reflecting equity compensation tied to previously established performance goals and continued service conditions.

How many Yelp (YELP) shares were involved in the CFO’s latest equity award?

The filing shows 24,231 shares of Yelp common stock associated with the CFO’s performance-based restricted stock unit award. These shares became eligible to vest after performance criteria were met and form part of his total 237,959 directly held shares following the reported transaction.

What type of equity compensation did Yelp (YELP) grant its CFO?

Yelp granted its CFO performance-based restricted stock units tied to common stock. The original February 7, 2025 grant covered 24,015 units, with zero to 200% eligible to vest based on performance, ultimately resulting in 24,231 shares becoming eligible to vest after goals were achieved.

When were Yelp (YELP) performance goals met for the CFO’s RSU award?

The performance criteria for the CFO’s performance-based restricted stock units were met on March 4, 2026. Meeting these goals caused 24,231 shares of Yelp common stock to become eligible to vest on the disclosed schedule, contingent on David A. Schwarzbach’s continued service with the company.

What is the vesting schedule for the Yelp (YELP) CFO’s 24,231-share award?

The vesting schedule provides that 31.25% of the 24,231 shares will vest on March 15, 2026. The remaining shares will vest in 6.25% increments each quarter thereafter until fully vested, provided the CFO continues serving with Yelp throughout the vesting period.

Did Yelp (YELP) CFO pay anything per share for this reported grant?

The reported transaction shows a price per share of $0.00 for the 24,231 shares. This indicates the shares stem from an equity compensation award, specifically performance-based restricted stock units, rather than an open-market purchase of Yelp’s common stock by the CFO.