Yelp (NYSE: YELP) COO gets 24,868 RSUs and sells 2,499 shares

Rhea-AI Filing Summary

Yelp Inc. Chief Operating Officer Joseph R. Nachman reported both an equity award and a stock sale. On March 4, 2026, he acquired 24,868 shares of common stock at $0.00 per share through a performance-based restricted stock unit award that became eligible to vest after performance criteria were met from a February 7, 2025 grant. These shares are scheduled to vest 31.25% on March 15, 2026, with 6.25% vesting quarterly thereafter while he remains in service. On March 6, 2026, he sold 2,499 shares of common stock in an open-market transaction at $24.19 per share under a duly adopted Rule 10b5-1 trading plan, and held 292,742 shares directly after this sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nachman Joseph R

(Last) (First) (Middle)

C/O YELP INC.

350 MISSION STREET, 10TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
YELP INC [ YELP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		A		24,868(1)	A	$0	295,241	D
Common Stock	03/06/2026		S		2,499(2)	D	$24.19	292,742	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 7, 2025, the Reporting Person was granted performance-based restricted stock units covering 24,647 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 4, 2026, the performance criteria were met, resulting in 24,868 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, 2026; and 6.25% of the shares will vest quarterly thereafter until fully vested.

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

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Yelp (YELP) COO Joseph R. Nachman report?

Joseph R. Nachman reported a performance-based restricted stock unit award becoming eligible to vest and a small open-market stock sale. He acquired 24,868 common shares at no cost on March 4, 2026, then sold 2,499 shares at $24.19 per share on March 6, 2026.

How many Yelp (YELP) shares did the COO sell and at what price?

Nachman sold 2,499 shares of Yelp common stock at $24.19 per share. The sale occurred on March 6, 2026, as an open-market transaction executed under a duly adopted Rule 10b5-1 trading plan the reporting person adopted on December 2, 2024.

What is the size and vesting schedule of Yelp (YELP) COO’s RSU award?

Nachman’s performance-based restricted stock units cover 24,868 shares that became eligible to vest after performance goals were achieved on March 4, 2026. 31.25% of these shares will vest on March 15, 2026, and 6.25% will vest quarterly thereafter, contingent on continued service.

When were Yelp (YELP) COO Joseph Nachman’s performance goals achieved for his RSUs?

The performance criteria for Nachman’s performance-based restricted stock units were met on March 4, 2026. The original grant was made on February 7, 2025 at a target of 24,647 shares, with zero to 200% eligible to vest depending on achievement of performance goals.

How many Yelp (YELP) shares does the COO hold after these transactions?

After the March 6, 2026 open-market sale, Nachman directly held 292,742 shares of Yelp common stock. This figure reflects his holdings following the disposition of 2,499 shares at $24.19 per share as reported in the non-derivative transaction table.

What is the significance of the Rule 10b5-1 plan in Yelp (YELP) COO’s sale?

The 2,499-share sale was executed under a duly adopted Rule 10b5-1 trading plan. That plan was adopted on December 2, 2024, allowing pre-arranged, automatic trading instructions to be followed, helping separate the timing of the sale from subsequent possession of material nonpublic information.