Yelp (YELP) COO Nachman Joseph sells 7,000 shares in pre-set 10b5-1 trade

Rhea-AI Filing Summary

Yelp Inc. Chief Operating Officer Nachman Joseph reported a sale of common stock under a pre-arranged Rule 10b5-1 trading plan. On February 6, 2026, he sold 7,000 shares of Yelp common stock at a weighted average price of $24.3428 per share.

These shares were sold in multiple trades at prices ranging from $24.15 to $24.56. After this transaction, Joseph directly beneficially owned 287,561 shares of Yelp common stock, showing he retains a significant equity stake while executing a planned diversification transaction.

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)
02/06/2026

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	02/06/2026		S(1)		7,000	D	$24.3428(2)	287,561	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. 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 $24.15 to $24.56, 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/ Elizabeth Prosser, Attorney-in-Fact	02/10/2026
	** 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 transaction did Yelp (YELP) disclose for its COO?

Yelp disclosed that Chief Operating Officer Nachman Joseph sold 7,000 shares of common stock. The sale occurred on February 6, 2026, and was executed under a pre-arranged Rule 10b5-1 trading plan, indicating it was scheduled in advance rather than a discretionary trade.

At what price did the Yelp (YELP) COO sell his shares?

The COO’s reported sale used a weighted average price of $24.3428 per share. The 7,000 shares were sold through multiple trades within a price range of $24.15 to $24.56, and detailed trade breakdowns are available upon request from appropriate parties.

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

After the reported sale, Chief Operating Officer Nachman Joseph beneficially owned 287,561 shares of Yelp common stock directly. This figure reflects his remaining stake following the 7,000-share disposition executed on February 6, 2026, under his previously adopted Rule 10b5-1 trading plan.

Was the Yelp (YELP) COO’s stock sale part of a trading plan?

Yes. The filing states the shares were sold pursuant to a duly adopted Rule 10b5-1 trading plan. The plan was adopted by the reporting person on December 2, 2024, meaning the sales were scheduled in advance according to preset instructions rather than timed opportunistically.

What does a weighted average sale price mean in the Yelp (YELP) Form 4?

The weighted average sale price of $24.3428 represents the combined average price for all 7,000 shares sold. Individual trades occurred between $24.15 and $24.56. The company notes full trade-by-trade pricing details will be provided to regulators or shareholders upon request.

What role does Nachman Joseph hold at Yelp (YELP)?

Nachman Joseph is identified in the filing as an officer of Yelp, serving as Chief Operating Officer. The Form 4 confirms his status as an executive officer, not a director or 10% owner, and reports his direct beneficial ownership of Yelp common stock after the transaction.