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

YELP Insider Activity: COO Nachman Discloses 7k-Share Sale

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

Rhea-AI Filing Summary

Yelp Inc. (YELP) COO Joseph R. Nachman reported a routine insider sale on 08/06/2025.

The Form 4 shows Nachman sold 7,000 common shares at a weighted-average price of $33.7356, yielding roughly $236 k in gross proceeds. The trade was executed under a pre-arranged Rule 10b5-1 plan adopted 12/02/2024, indicating it was scheduled in advance. After the sale, Nachman still directly owns 243,456 shares, preserving a substantial equity stake and voting interest.

No derivative transactions or changes to executive status were disclosed. The sale represents about 2.8 % of Nachman’s prior direct holdings and does not by itself signal a change in Yelp’s fundamentals. Insider sales can be interpreted as mildly negative sentiment, but the presence of a 10b5-1 plan and the retention of a large position generally moderate that concern.

Positive

  • Executive retains 243,456 shares, maintaining significant skin in the game and alignment with shareholder interests.

Negative

  • Sale of 7,000 shares (~$236 k) by the COO may be viewed as mildly negative insider sentiment despite 10b5-1 scheduling.

Insights

TL;DR: Pre-planned 7k-share sale—minimal impact, sentiment slightly negative but mitigated by 10b5-1 plan and large remaining stake.

The transaction is small relative to Nachman’s remaining 243 k shares and less than a trading day’s average volume, so market impact should be negligible. Use of a 10b5-1 plan reduces the risk that the sale reflects adverse insider knowledge. However, investors often interpret any insider selling—especially from senior leadership—as a mild negative signal on near-term share appreciation. I classify the disclosure as not materially impactful to valuation or guidance.

Insider Nachman Joseph R
Role Chief Operating Officer
Sold 7,000 shs ($236K)
Type Security Shares Price Value
Sale Common Stock 7,000 $33.7356 $236K
Holdings After Transaction: Common Stock — 243,456 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 $33.44 to $33.95, 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)
08/06/2025
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 08/06/2025 S 7,000(1) D $33.7356(2) 243,456 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 $33.44 to $33.95, 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 08/06/2025
** 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 (YELP) shares did the COO sell?

Joseph R. Nachman sold 7,000 shares on 08/06/2025.

At what price were the Yelp shares sold?

The weighted-average sale price was $33.7356, with trades ranging from $33.44 to $33.95.

How many Yelp shares does the COO still own after the sale?

Nachman now directly owns 243,456 shares of Yelp common stock.

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

Yes. The shares were sold pursuant to a Rule 10b5-1 plan adopted on 12/02/2024.

Does this Form 4 indicate any changes in Nachman’s role at Yelp?

No. He remains Chief Operating Officer; no role changes were noted.