Yelp insider Form 4 shows 9,788 RSU shares tax withheld

Rhea-AI Filing Summary

Yelp Inc. (YELP) reported an insider transaction by its Chief Operating Officer on Form 4. On 11/20/2025, the officer had 9,788 shares of common stock withheld at $28.85 per share to cover tax obligations tied to the vesting of previously granted restricted stock units (RSUs).

After this tax withholding, the officer beneficially owns 202,880 shares of Yelp common stock in direct ownership. The filing clarifies that these withheld shares relate to RSUs that had already been disclosed when they were originally granted.

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

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

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)
11/20/2025

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	11/20/2025		F		9,788(1)	D	$28.85	202,880	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. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of certain RSUs, which were previously reported in Table I following the date of grant.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	11/21/2025
	** 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).
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FAQ

What insider transaction did Yelp (YELP) report on this Form 4?

The Form 4 reports that Yelp’s Chief Operating Officer had 9,788 shares of common stock withheld on 11/20/2025 to satisfy tax withholding obligations from vesting RSUs.

What was the price per share for the Yelp (YELP) shares withheld?

The 9,788 shares of Yelp common stock were withheld at a price of $28.85 per share to cover tax obligations associated with RSU vesting.

How many Yelp (YELP) shares does the officer own after this transaction?

Following the tax withholding transaction, the Chief Operating Officer beneficially owns 202,880 shares of Yelp common stock in direct ownership.

What is the nature of the Yelp (YELP) shares withheld in this Form 4?

The 9,788 shares represent shares withheld by Yelp to satisfy tax withholding obligations arising from the vesting of certain restricted stock units (RSUs) previously reported after grant.

Does this Yelp (YELP) Form 4 involve a market sale by the officer?

No. The explanation states the shares were withheld to satisfy tax withholding obligations in connection with RSU vesting, rather than sold in an open-market transaction.

What is the relationship of the reporting person to Yelp (YELP)?

The reporting person is identified as an Officer of Yelp Inc., serving as the company’s Chief Operating Officer, and files individually on this Form 4.