YELP INC — Director's Dealing 2026

Feb 5, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: YELP INC (YELP)
CIK: 0001345016
Period of Report: 2026-02-03

Reporting Person: Stoppelman Jeremy (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-02-03	Common Stock	A	152573	—	Acquired	909031	Direct
2026-02-03	Common Stock	A	55796	—	Acquired	964827	Direct
2026-02-03	Common Stock	M	30000	$20.47	Acquired	994827	Direct
2026-02-03	Common Stock	S	14269	$25.6786	Disposed	980558	Direct
2026-02-03	Common Stock	S	15731	$26.6303	Disposed	964827	Direct
2026-02-04	Common Stock	M	30000	$20.47	Acquired	994827	Direct
2026-02-04	Common Stock	S	29400	$24.7753	Disposed	965427	Direct
2026-02-04	Common Stock	S	600	$25.37	Disposed	964827	Direct
2026-02-05	Common Stock	M	6200	$20.47	Acquired	971027	Direct
2026-02-05	Common Stock	S	6200	$24.1961	Disposed	964827	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2026-02-03	Stock Option (Right to Buy)	$20.47	M	30000	Disposed	2026-03-09	Common Stock (30000)	Direct
2026-02-04	Stock Option (Right to Buy)	$20.47	M	30000	Disposed	2026-03-09	Common Stock (30000)	Direct
2026-02-05	Stock Option (Right to Buy)	$20.47	M	6200	Disposed	2026-03-09	Common Stock (6200)	Direct

Footnotes

F1: Represents the grant of restricted stock units that vest in equal quarterly installments over four years from the date of grant.

F2: On January 25, 2023, the Reporting Person was granted performance-based restricted stock units covering 70,834 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 February 3, 2026, the performance criteria were met, resulting in 55,796 shares becoming eligible to vest on February 20, 2026, subject to the Reporting Person's continued service with the Issuer.

F3: Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on May 19, 2025.

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 $25.35 to $26.28, 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: 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 $26.38 to $27.035, 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.

F6: 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 $24.31 to $25.29, 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.

F7: 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 $25.34 to $25.40, 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.

F8: 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 $23.98 to $24.46, 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.

F9: Fully vested.