Yelp (NYSE: YELP) COO exercises 13,325 options and sells 20,325 shares

Rhea-AI Filing Summary

Yelp Inc.’s Chief Operating Officer reported an automatic option exercise and share sale. On 12/05/2025, the COO exercised an employee stock option for 13,325 shares of Yelp common stock at an exercise price of $20.47 per share. The option is noted as fully vested.

On the same day, the COO sold 20,325 shares of Yelp common stock in an open-market transaction at a weighted average price of $30.1031 per share, under a pre-arranged Rule 10b5-1 trading plan adopted on December 2, 2024. After these transactions, the COO directly holds 195,880 shares of Yelp common 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).

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)
12/05/2025

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	12/05/2025		M		13,325	A	$20.47	216,205	D
Common Stock	12/05/2025		S		20,325(1)	D	$30.1031(2)	195,880	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
Employee Stock Option (Right to Buy)	$20.47	12/05/2025		M			13,325	(3)	03/09/2026	Common Stock	13,325	$0	0	D

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 $29.75 to $30.2, 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.

3. Fully vested.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	12/08/2025
	** 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.

FAQ

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

The Chief Operating Officer of Yelp Inc. reported exercising an employee stock option for 13,325 shares at $20.47 per share and selling 20,325 shares of common stock on 12/05/2025.

Who is the reporting person in this Yelp (YELP) Form 4 and what is their role?

The reporting person is an officer of Yelp Inc., serving as the company’s Chief Operating Officer, as indicated in the filing.

How many Yelp (YELP) shares does the COO own after the reported transactions?

Following the reported transactions, the Chief Operating Officer directly owns 195,880 shares of Yelp Inc. common stock.

At what prices were the Yelp (YELP) shares exercised and sold?

The employee stock option was exercised at an exercise price of $20.47 per share. The 20,325 shares of common stock were sold at a weighted average price of $30.1031 per share.

Was the Yelp (YELP) share sale under a 10b5-1 trading plan?

Yes. The filing states that the share sale was made pursuant to a duly adopted Rule 10b5-1 trading plan that the reporting person adopted on December 2, 2024.

Were the Yelp (YELP) stock option shares fully vested at the time of exercise?

Yes. The filing notes that the employee stock option for 13,325 shares was fully vested at the time of exercise.

Over what price range were the Yelp (YELP) shares sold in this transaction?

The filing explains that the 20,325 shares were sold in multiple transactions at prices ranging from $29.75 to $30.20, with a reported weighted average price of $30.1031 per share.