Document

S-8 1 a2026forms-8esppamendment.htm S-8 Document

As filed with the Securities and Exchange Commission on August 7, 2026 Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________

YELP INC.

(Exact name of Registrant as specified in its charter)


Delaware						20-1854266
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

350 Mission Street, 10th Floor

San Francisco, California 94105

(415) 908-3801

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive officers)

_______________

Amended and Restated Yelp Inc. 2012 Employee Stock Purchase Plan

(Full title of the plan)

_______________

Aaron Schur

Chief Legal Officer

Yelp Inc.

350 Mission Street, 10th Floor

San Francisco, California 94105

(415) 908-3801

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

_______________

Copies to:

David G. Peinsipp

Siana E. Lowrey

Julia Boesch

Cooley LLP

3 Embarcadero Center, 20th Floor

San Francisco, California 94111

(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý			Accelerated filer ¨
Non-accelerated filer ¨			Smaller reporting company ¨
			Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

_________________________________

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,100,000 shares of Common Stock of Yelp Inc. (the “Registrant”) issuable pursuant to the Amended and Restated Yelp Inc. 2012 Employee Stock Purchase Plan (the “2012 ESPP”). These additional shares of Common Stock are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-180221) was filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2012. These additional shares of Common Stock became reserved for issuance upon stockholder approval of an amendment and restatement of the 2012 ESPP to increase the maximum number of shares of Common Stock that may be issued under the 2012 ESPP at the Registrant’s 2026 Annual Meeting of Stockholders.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:

(a) The contents of the earlier registration statements on Form S-8 relating to the 2012 ESPP, previously filed with the SEC on March 19, 2012 (File No. 333-180221), March 26, 2013 (File No. 333-187545), March 2, 2017 (File No. 333-216389), February 26, 2021 (File No. 333-253610) and February 28, 2022 (File No. 333-263104);

(b) Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on February 27, 2026;

(c) The description of the Registrant’s Common Stock contained in a registration statement on Form 8-A/A filed with the SEC on September 23, 2016 (File No. 001-35444) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022;

(d) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on May 8, 2026 and August 7, 2026, respectively; and

(e) The Registrant’s Current Reports on Form 8-K filed with the SEC on February 6, 202 6, April 29, 2026 and June 10 , 2026.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

Incorporated by Reference

Filed Herewith

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of Yelp Inc., as amended.

8-K

001-35444

3.1

7/8/2020

3.2

Amended and Restated Bylaws of Yelp Inc.

8-K

001-35444

3.1

3/15/2023

4.1

Reference is made to Exhibits 3.1 and 3.2.

4.2

Form of Common Stock Certificate.

8-A/A

001-35444

4.1

9/23/2016

5.1

Opinion of Cooley LLP.

23.1

Consent of Independent Registered Public Accounting Firm.

23.2

Consent of Cooley LLP (included in Exhibit 5.1).

24.1

Power of Attorney (included on signature page).

99.1

Amended and Restated Y elp Inc. 20 12 Employee Stock Purchase Plan.

8-K

001-35444

10.1

6/10/2026

107

Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 7th of August, 2026.


			YELP INC.

			By: /s/ David Schwarzbach
			David Schwarzbach
			Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Schwarzbach and Aaron Schur, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her, and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Jeremy Stoppelman

Chief Executive Officer and Director

August 7, 2026

Jeremy Stoppelman

(Principal Executive Officer)

/s/ David Schwarzbach

Chief Financial Officer

August 7, 2026

David Schwarzbach

(Principal Financial Officer and Principal Accounting Officer)

/s/ Diane Irvine

Chairperson

August 7, 2026

Diane Irvine

/s/ Fred D. Anderson, Jr.

Director

August 7, 2026

Fred D. Anderson, Jr.

/s/ Christine Barone

Director

August 7, 2026

Christine Barone

/s/ Robert Gibbs

Director

August 7, 2026

Robert Gibbs

/s/ Logan Green

Director

August 7, 2026

Logan Green

/s/ Dan Jedda

Director

August 7, 2026

Dan Jedda

/s/ Sharon Rothstein

Director

August 7, 2026

Sharon Rothstein

/s/ Tony Wells

Director

August 7, 2026

Tony Wells