Yelp (NYSE: YELP) CEO logs tax-withholding disposition of 46,632 shares

Rhea-AI Filing Summary

Yelp Inc. Chief Executive Officer Jeremy Stoppelman reported a tax-related share disposition. On February 20, 2026, 46,632 shares of common stock were withheld at $21.25 per share to cover tax obligations tied to previously granted RSUs. After this withholding, he directly held 918,195 common 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

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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^*

Stoppelman Jeremy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		46,632(1)	D	$21.25	918,195	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/ Elizabeth Prosser, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Yelp (YELP) CEO Jeremy Stoppelman report?

Jeremy Stoppelman reported a tax-withholding disposition of shares. On February 20, 2026, 46,632 Yelp common shares were withheld to satisfy tax obligations arising from vesting restricted stock units, rather than being sold in an open-market transaction.

How many Yelp (YELP) shares were involved in the CEO’s Form 4 filing?

The Form 4 shows 46,632 common shares were withheld. These shares covered tax withholding obligations triggered by vesting RSUs, as noted in the footnote, instead of representing a discretionary buy or sell trade in the market.

At what price were the Yelp (YELP) shares valued for the tax withholding?

The withheld shares were valued at $21.25 per share. This price is used in the Form 4 to calculate the value of 46,632 shares withheld to satisfy the CEO’s tax obligations related to the vesting of his restricted stock units.

How many Yelp (YELP) shares does Jeremy Stoppelman hold after this transaction?

Following the tax-withholding disposition, Jeremy Stoppelman directly holds 918,195 Yelp common shares. This post-transaction figure reflects his remaining ownership after 46,632 shares were withheld to cover tax obligations from vesting RSUs.

Was the Yelp (YELP) CEO’s Form 4 transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover tax obligations tied to RSUs vesting, according to the Form 4 footnote description.

What does the footnote in the Yelp (YELP) Form 4 explain about the shares?

The footnote explains the shares were withheld for taxes on vesting RSUs. It states the 46,632 shares satisfied tax withholding obligations related to restricted stock units previously reported after their grant date.