Yelp Form 144: Proposed Sale of 4,500 Common Shares

YELP proposed resale notice: The filing lists 4,500 Common shares proposed for sale through Morgan Stanley Smith Barney LLC with an $112,500.00 aggregate offering price.

Accepted by SEC EDGAR 07/01/2026 - 04:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

YELP proposed resale notice: The filing lists 4,500 Common shares proposed for sale through Morgan Stanley Smith Barney LLC with an $112,500.00 aggregate offering price. The filing also records 9,000 Common shares sold by Joseph Nachman on 06/30/2026 for $225,000.00.

Insights

Securities Attorney

Routine resale notice under securities law; no novel claims.

The filing is a notice of proposed resale of 4,500 Common shares through a broker-dealer and reports a prior sale of 9,000 shares on 06/30/2026. It follows transactional disclosure requirements for restricted or control securities.

Timing, method, and any sale conditions are not detailed here; subsequent transaction reports or broker confirmations will show execution specifics.

Equity Capital Markets Analyst

Small-form resale; limited immediate market impact.

The entry shows an intended broker-assisted resale of 4,500 shares at an aggregate $112,500.00, which is a modest lot relative to the reported outstanding shares. The prior sale of 9,000 shares for $225,000.00 is noted as a recent disposition.

Cash-flow treatment and whether shares are restricted or rule-based transfers are not specified in this excerpt.

Key Figures

Proposed shares to be sold: 4,500 shares Aggregate offering price (proposed): $112,500.00 Shares outstanding (column): 54,990,704 +3 more

6 metrics

Proposed shares to be sold 4,500 shares Proposed resale via Morgan Stanley Smith Barney LLC

Aggregate offering price (proposed) $112,500.00 Aggregate price associated with the 4,500 shares

Shares outstanding (column) 54,990,704 Listed adjacent to the Common security row with date <date>07/01/2026</date>

Sold in past 3 months 9,000 shares Joseph Nachman sale on <date>06/30/2026</date>

Proceeds from prior sale $225,000.00 Aggregate price for Joseph Nachman's 9,000-share sale

Performance Shares entry 4,500 shares Performance Shares dated <date>02/20/2025</date>

Key Terms

Form 144, Performance Shares, Aggregate offering price, Securities To Be Sold

4 terms

Form 144 regulatory

"Filer Information | | | 144: Filer Information"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Performance Shares financial

"Common | 02/20/2025 | Performance Shares"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

Aggregate offering price financial

"Common | Morgan Stanley Smith Barney LLC ... | 112500.00"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

Securities To Be Sold regulatory

"144: Securities To Be Sold"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Yelp's Form 144 show about shares proposed for sale?

It shows a proposed resale of 4,500 Common shares through Morgan Stanley with an aggregate price of $112,500.00. The entry lists broker details and an exchange designation but does not state execution timing or sale method specifics.

Did any insider recently sell Yelp shares according to this filing?

Yes. The filing records that Joseph Nachman sold 9,000 Common shares on 06/30/2026 for $225,000.00. That sale is reported separately from the proposed resale noted elsewhere in the filing.

What outstanding share figure appears in the excerpt for Yelp?

The excerpt lists 54,990,704 shares in a numeric column associated with the Common security and a date of 07/01/2026. The filing does not explicitly label this number beyond its column placement.

Are the proposed resale proceeds going to Yelp or to selling holders?

The excerpt catalogs a broker-handled proposed resale and prior holder sale but does not state who will receive proceeds. The filing does not specify whether the issuer will receive proceeds or whether these are resale transactions by holders.

What is the significance of the 'Performance Shares' entry dated 02/20/2025?

The filing lists Performance Shares dated 02/20/2025 with a quantity of 4,500. This denotes the class or origin of the shares related to the proposed resale; the filing does not elaborate on vesting or conversion terms here.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001540652
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	YELP INC.
SEC File Number	001-35444
Address of Issuer	350 Mission Street, 10th Floor San Francisco CALIFORNIA 94105
Phone	(415) 908-3801
Name of Person for Whose Account the Securities are To Be Sold	JOSEPH NACHMAN
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	4500	112500.00	54990704	07/01/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/20/2025	Performance Shares	Issuer			4500	02/20/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
JOSEPH NACHMAN 350 Mission Street, 10th Floor San Francisco CA 94105	Common	06/30/2026	9000	225000.00

144: Remarks and Signature

Remarks
Date of Notice	07/01/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	02/19/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Joseph Nachman
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)