Yelp (YELP) COO logs 17,188-share RSU tax-withholding disposition on Form 4

Rhea-AI Filing Summary

Yelp Inc. Chief Operating Officer Joseph R. Nachman reported a tax-related share disposition. On February 20, 2026, 17,188 shares of Yelp common stock were withheld at $21.25 per share to cover tax obligations from vesting restricted stock units. This was an automatic tax-withholding disposition, not an open-market sale. After the withholding, Nachman directly held 270,373 Yelp common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Nachman Joseph R

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	17,188	$21.25	$365K

Holdings After Transaction: Common Stock — 270,373 shares (Direct)

Footnotes (1)

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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
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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)
02/20/2026

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	02/20/2026		F		17,188(1)	D	$21.25	270,373	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/ Elizabeth Prosser, Attorney-in-Fact	02/24/2026
	** 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 on this Form 4?

Yelp COO Joseph R. Nachman reported a tax-withholding disposition of 17,188 common shares. The shares were withheld to satisfy tax obligations from vesting RSUs, and were not sold in the open market. He retained 270,373 Yelp shares afterward.

Was the Yelp (YELP) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The 17,188 Yelp shares were withheld by the company to cover tax withholding obligations upon vesting of previously granted RSUs, as noted in the footnote, rather than being voluntarily sold in the market.

How many Yelp (YELP) shares were involved in Nachman’s tax-withholding disposition?

The disposition involved 17,188 shares of Yelp common stock. These shares were automatically withheld to cover tax obligations tied to vesting RSUs, with a reference value of $21.25 per share for the transaction reported on the Form 4.

How many Yelp (YELP) shares does Joseph R. Nachman hold after this Form 4 transaction?

After the reported tax-withholding disposition, Joseph R. Nachman directly holds 270,373 Yelp common shares. This figure reflects his remaining beneficial ownership following the automatic withholding of 17,188 shares to satisfy tax obligations from RSU vesting.

What is the meaning of transaction code "F" on the Yelp (YELP) Form 4?

Transaction code “F” indicates shares were used to pay an exercise price or tax liability. In this case, 17,188 Yelp shares were withheld to satisfy tax withholding obligations tied to vesting RSUs, rather than representing a discretionary buy or sell decision.

What price per share was used for the Yelp (YELP) tax-withholding transaction?

The Form 4 reports a price of $21.25 per Yelp share for the 17,188-share tax-withholding disposition. This price is used for reporting purposes when shares are withheld to satisfy tax obligations related to restricted stock unit vesting.