YELP INC — Director's Dealing 2025

Mar 10, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: YELP INC (YELP)
CIK: 0001345016
Period of Report: 2025-03-06

Reporting Person: Nachman Joseph R (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-06	Common Stock	A	19867	—	Acquired	297675	Direct
2025-03-06	Common Stock	M	13325	$20.47	Acquired	311000	Direct
2025-03-06	Common Stock	S	19811	$33.9705	Disposed	291189	Direct
2025-03-06	Common Stock	S	514	$34.3656	Disposed	290675	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-07	Employee Stock Option (Right to Buy)	$20.47	M	13325	Disposed	2026-03-09	Common Stock (13325)	Direct

Footnotes

F1: On January 31, 2024, the Reporting Person was granted performance-based restricted stock units covering 21,868 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 6, 2025, the performance criteria were met, resulting in 19,867 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, 2025; and 6.25% of the shares will vest quarterly thereafter until fully vested.

F2: Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on December 2, 2024.

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 $33.32 to $34.3, 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.

F4: 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 $34.35 to $34.37, 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.

F5: Fully vested.