Eaton Sam 4

4 · YELP INC · Filed Feb 5, 2026

AI-generated summary of this filing

Updated Feb 5, 2026

Yelp (YELP) CTO Sam Eaton Receives Restricted Stock Awards

What Happened

Sam Eaton, Chief Technology Officer of Yelp Inc. (YELP), received grants totaling 102,702 restricted stock units (RSUs) on February 3, 2026: 75,788 RSUs granted as time‑based awards and 26,914 RSUs that became eligible due to achieved performance goals. Each award was granted at $0 per share (typical for equity awards), so no cash was exchanged.
These are awards (A) rather than open‑market purchases or sales, so they reflect compensation/equity incentives rather than a buy/sell signal.

Key Details

Transaction date: February 3, 2026; Filing date: February 5, 2026 (filed within the Form 4 two‑business‑day window).
Price: $0.00 per share (award/grant).
Total shares granted: 102,702 (75,788 time‑based RSUs + 26,914 performance RSUs).
Shares owned after transaction: Not specified in the filing.
Footnotes:
- F1: The 75,788 RSUs vest in equal quarterly installments over four years from the grant date.
- F2: The 26,914 RSUs are performance‑based RSUs originally granted in January 2023 at a target of 34,167 shares; performance targets were met on Feb 3, 2026, making 26,914 shares eligible to vest on Feb 20, 2026, subject to continued service.
Filing timeliness: Not late (filed within reporting window).

Context

RSU grants are compensation that vest over time or upon meeting performance goals; they do not represent an immediate cash purchase or sale. The performance RSUs here became eligible due to achieved goals but still require continued service for vesting on Feb 20, 2026.
For retail investors, awards can indicate how a company is compensating executives and aligning incentives, but they are not the same as an insider buying stock in the open market.

Form 4

Period: 2026-02-03

Chief Technology Officer

Transactions

Footnotes (2)

[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 34,167 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 26,914 shares becoming eligible to vest on February 20, 2026, subject to the Reporting Person's continued service with the Issuer.

Signature

/s/ Elizabeth Prosser, Attorney-in-Fact|2026-02-05

1 file