Yelp (YELP) COO has 10,332 shares withheld for RSU tax

Rhea-AI Filing Summary

Yelp Inc. Chief Operating Officer Joseph R. Nachman reported a tax-related share disposition linked to equity compensation. On May 20, 2026, 10,332 shares of common stock were withheld at $22.47 per share to satisfy tax withholding obligations in connection with the vesting of previously granted RSUs. Following this withholding, Nachman directly holds 278,453 shares of Yelp common stock. This was not an open-market purchase or sale but a tax-withholding event.

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	10,332	$22.47	$232K

Holdings After Transaction: Common Stock — 278,453 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 10,332 shares Tax withholding price: $22.47 per share Shares held after transaction: 278,453 shares +1 more

4 metrics

Shares withheld for taxes 10,332 shares Tax-withholding disposition on May 20, 2026

Tax withholding price $22.47 per share Value used for 10,332 withheld shares

Shares held after transaction 278,453 shares Direct Yelp common stock holdings following withholding

Tax-withholding transactions 1 transaction, 10,332 shares Summary of tax-withholding entries in Form 4

Key Terms

RSUs, tax withholding obligations, vesting, tax-withholding disposition

4 terms

RSUs financial

"in connection with the vesting of certain RSUs, which were previously reported"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations in connection with the vesting"

vesting financial

"in connection with the vesting of certain RSUs, which were previously reported"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 10,332 common shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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).

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 CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		F		10,332(1)	D	$22.47	278,453	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	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Yelp (YELP) report for COO Joseph R. Nachman?

Yelp reported that COO Joseph R. Nachman had 10,332 shares of common stock withheld to cover tax obligations tied to the vesting of certain RSUs. This was a tax-withholding disposition, not an open-market trade, and was connected to previously reported equity awards.

How many Yelp (YELP) shares were involved in Joseph Nachman’s Form 4 filing?

The filing shows 10,332 shares of Yelp common stock were withheld at a price of $22.47 per share. These shares were used to satisfy tax withholding obligations arising from the vesting of certain RSUs previously reported at the grant date.

Was Yelp COO Joseph Nachman’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 10,332 Yelp shares were withheld by the company to satisfy tax withholding obligations when certain RSUs vested, according to the footnote, rather than being sold on the open market.

How many Yelp (YELP) shares does Joseph Nachman hold after this tax withholding?

After the tax-withholding disposition, Joseph Nachman directly holds 278,453 shares of Yelp common stock. This figure reflects his remaining direct ownership following the withholding of 10,332 shares to cover tax obligations associated with RSU vesting.

What role did RSUs play in Yelp COO Joseph Nachman’s reported transaction?

The filing notes that the withheld 10,332 shares relate to the vesting of certain RSUs. Those RSUs had been previously reported following the grant date, and the current event reflects shares withheld to meet tax obligations triggered when the RSUs vested.