Yelp (NYSE: YELP) COO has shares withheld for RSU tax obligations

Rhea-AI Filing Summary

Yelp Inc.'s Chief Operating Officer, Joseph R. Nachman, reported a routine tax-related share disposition. On 2026-03-15, 3,957 shares of common stock were withheld at a price of $23.83 per share to cover tax obligations from the vesting of previously granted RSUs.

After this withholding, Nachman directly owns 288,785 shares of Yelp common stock. This event reflects compensation-related tax settlement rather than an open-market sale, so it does not signal an active trading decision on the stock.

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).

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)
03/15/2026

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	03/15/2026		F		3,957(1)	D	$23.83	288,785	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 that were previously reported in Table I.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	03/17/2026
	** 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 did Yelp (YELP) COO Joseph R. Nachman report in this Form 4?

Yelp’s COO Joseph R. Nachman reported that 3,957 shares of common stock were withheld. The shares covered tax obligations tied to the vesting of previously granted RSUs, rather than representing an open-market sale of stock.

How many Yelp (YELP) shares were involved in the COO’s tax withholding?

The transaction involved 3,957 Yelp common shares withheld at $23.83 per share. These shares were used to satisfy tax withholding obligations triggered by the vesting of restricted stock units that had been reported earlier.

Does the Yelp (YELP) COO’s Form 4 indicate an open-market sale of shares?

No, the filing shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover taxes when restricted stock units vested, which is a standard compensation-related mechanism rather than a discretionary trade.

How many Yelp (YELP) shares does the COO hold after this transaction?

Following the tax-withholding transaction, Joseph R. Nachman directly holds 288,785 shares of Yelp common stock. The filing reflects this post-transaction ownership figure, giving context for the scale of the withheld shares relative to his total holdings.

What does the F transaction code mean in the Yelp (YELP) Form 4?

The F code indicates shares were disposed of to pay taxes or exercise costs. Here it shows Yelp withheld shares from the COO’s RSU vesting to satisfy tax liabilities, a non-market event commonly seen with equity compensation awards.