Yelp (YELP) COO granted new time- and performance-based stock units

Rhea-AI Filing Summary

Yelp Inc.'s Chief Operating Officer, Nachman Joseph, received new equity awards in the form of restricted stock units. On February 3, 2026, he was granted 77,783 restricted stock units that vest in equal quarterly installments over four years from the grant date.

On the same date, performance goals tied to an earlier award granted on January 25, 2023 were achieved, causing 27,898 performance-based restricted stock units to become eligible to vest on February 20, 2026, contingent on his continued service with Yelp. All reported holdings are shown as directly owned 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

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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)
02/03/2026

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	02/03/2026		A		77,783(1)	A	$0	266,663	D
Common Stock	02/03/2026		A		27,898(2)	A	$0	294,561	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 the grant of restricted stock units that vest in equal quarterly installments over four years from the date of grant.

2. On January 25, 2023, the Reporting Person was granted performance-based restricted stock units covering 35,417 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of performance goals. On February 3, 2026, the performance criteria were met, resulting in 27,898 shares becoming eligible to vest on February 20, 2026, subject to the Reporting Person's continued service with the Issuer.

Remarks:

	/s/ Elizabeth Prosser, Attorney-in-Fact	02/05/2026
	** 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 insider stock activity did Yelp (YELP) report for its COO on February 3, 2026?

Yelp’s COO, Nachman Joseph, reported two equity awards dated February 3, 2026: a grant of 77,783 restricted stock units vesting quarterly over four years and 27,898 performance-based restricted stock units becoming eligible to vest on February 20, 2026, subject to continued service.

How many restricted stock units were newly granted to Yelp COO Nachman Joseph?

Nachman Joseph received a new grant of 77,783 restricted stock units. These units vest in equal quarterly installments over four years from the grant date, aligning compensation with ongoing service and performance at Yelp while not involving any cash exercise price per share.

What are the terms of the performance-based restricted stock units reported by Yelp’s COO?

The performance-based restricted stock units were originally granted January 25, 2023, covering 35,417 shares at target. After performance criteria were met on February 3, 2026, 27,898 shares became eligible to vest on February 20, 2026, if Nachman Joseph remains employed at Yelp.

Did the Yelp COO pay any cash per share for the reported stock units?

The reported transactions list a price of $0 per share, indicating these awards were granted as equity compensation rather than purchased for cash. Both the time-based and performance-based restricted stock units increased the COO’s direct beneficial ownership of Yelp common stock.

How do these restricted stock unit awards affect the Yelp COO’s share ownership?

After the grant of 77,783 restricted stock units, Nachman Joseph beneficially owned 266,663 shares. Following the additional 27,898 performance-based units becoming eligible, his beneficial ownership is shown as 294,561 directly held shares of Yelp common stock in the filing’s ownership table.