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  4. [Form 4] YELP INC. Insider Trading Activity

YELP insider Form 4: COO trims stake by 7K shares, keeps 250K+

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Form 4 filing – YELP INC (YELP)
Chief Operating Officer Joseph R. Nachman reported an open-market sale of 7,000 shares of Yelp common stock on 07 Jul 2025 at a weighted-average price of $35.1137 per share. The trade was executed under a pre-arranged Rule 10b5-1 plan adopted on 02 Dec 2024, signalling the transaction was scheduled in advance. After the sale, Nachman directly owns 250,456 shares, implying his holding declined by roughly 2.7% (from 257,456 to 250,456 shares). No derivative security transactions were reported.

The gross proceeds for Nachman total approximately $245k. While insider sales can raise questions about management’s outlook, the modest size relative to his remaining stake and the 10b5-1 structure reduce potential negative signalling.

Positive

  • None.

Negative

  • Insider selling: The COO reduced his direct holding by 7,000 shares, which may be viewed cautiously by some investors despite the small relative size.

Insights

TL;DR: Small, pre-planned COO sale; signalling impact minimal.

The 7,000-share disposition represents a minor portion of Nachman’s holdings and less than one-day average trading volume for YELP. Execution under a 10b5-1 plan limits information asymmetry concerns, and the executive retains a sizeable 250k-share position. From a governance viewpoint, continued sizable ownership keeps management incentives aligned with shareholders. Market impact should be negligible; however, analysts will monitor future Form 4s for any acceleration in insider selling.

TL;DR: Governance standards met; disclosure routine.

The filing complies with Section 16(a) timeliness and provides weighted-average price detail, with commitment to furnish breakdowns upon request—consistent with best practice. Utilisation of a 10b5-1 plan adopted months before sale strengthens the defence against insider-trading allegations. No red flags or unusual patterns detected. Overall, the event is routine and not materially impactful for investors.

Insider Nachman Joseph R
Role Chief Operating Officer
Sold 7,000 shs ($246K)
Type Security Shares Price Value
Sale Common Stock 7,000 $35.1137 $246K
Holdings After Transaction: Common Stock — 250,456 shares (Direct)
Footnotes (1)
  1. Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on December 2, 2024. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $34.8 to $35.42, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
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Form 4 Insider Transactions: What Each Field Means →
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)
07/07/2025
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 07/07/2025 S 7,000(1) D $35.1137(2) 250,456 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. Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on December 2, 2024.
2. The sales price reported is the weighted average sale price for the number of shares sold. These shares were sold in multiple transactions at prices ranging from $34.8 to $35.42, inclusive. Full information regarding the number of shares sold at each separate price will be supplied upon request by Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.
Remarks:
/s/ Vanessa J. Oh, Attorney-in-Fact 07/07/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

How many YELP shares did COO Joseph Nachman sell?

He sold 7,000 common shares on 07 Jul 2025.

At what price were the YELP shares sold?

The weighted-average sale price was $35.1137, with trades ranging from $34.80 to $35.42.

Does Nachman still hold a significant stake in YELP?

Yes. After the sale he directly owns 250,456 shares of YELP common stock.

Was the sale executed under a Rule 10b5-1 trading plan?

Yes. The filing states the shares were sold pursuant to a 10b5-1 plan adopted on 02 Dec 2024.

Is this insider transaction likely to impact YELP’s stock price?

Given the modest 7,000-share volume and advanced 10b5-1 scheduling, the direct market impact is expected to be minimal.