Yelp Form 4: COO Tax Withholding Reduces Stake to 233,668 Shares

Rhea-AI Filing Summary

Yelp Inc. insider sale by COO Nachman Joseph R. The filing reports that on 08/20/2025 Nachman Joseph R., Yelp's Chief Operating Officer, disposed of 9,788 shares of Yelp common stock at a price of $31.02 per share. After the transaction, he beneficially owned 233,668 shares. The filing explains the 9,788 shares were withheld to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock units (RSUs).

The Form 4 is signed by an attorney-in-fact on behalf of the reporting person and documents routine RSU tax withholding rather than a separate open-market sale authorization.

Positive

• Compliance: The Form 4 is filed and signed, showing timely disclosure of the transaction under Section 16.
• Routine nature: The 9,788-share disposition is explained as tax withholding on vested RSUs, not an open-market liquidation.
• Clear post-transaction ownership: Reporting shows 233,668 shares beneficially owned after the transaction.

Negative

• Reduction in insider stake: The reporting person’s holdings decreased by 9,788 shares.
• Reported per-share price: The withholding used a valuation of $31.02 per share, which may be relevant for tax basis and disclosure context.

Insights

Financial Analyst

TL;DR: Insider tax-withholding sale reduced holdings by 9,788 shares; remaining stake 233,668 shares.

This Form 4 records a common, non-discretionary disposition tied to RSU vesting: shares were withheld to cover tax obligations rather than an explicit open-market sale for cash. The per-share price reported is $31.02, which reflects the withholding valuation. This is a routine, non-material dilution event for investors and does not indicate a change in executive control or a strategic shift. Investors should note the transaction date and the post-transaction beneficial ownership for context.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Section 16 reporting and documents tax-withholding on vested RSUs.

The Form 4 is properly completed and signed by an authorized attorney-in-fact, disclosing the nature of the withholding and the resulting ownership level. This aligns with standard governance practices for executive equity compensation. There is no indication of coordinated sale or change in officer status from the filing itself.

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)
08/20/2025

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	08/20/2025		F		9,788(1)	D	$31.02	233,668	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/ Vanessa J. Oh, Attorney-in-Fact	08/22/2025
	** 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.

FAQ

What did Yelp (YELP) insider Nachman Joseph R. do on 08/20/2025?

He had 9,788 shares withheld to satisfy tax withholding obligations related to vested RSUs; the transaction price reported was $31.02 per share.

How many Yelp shares does the reporting person own after the Form 4 transaction?

The filing reports 233,668 shares beneficially owned following the reported transaction.

Was the transaction an open-market sale or a tax withholding?

The filing states the disposition represents shares withheld to satisfy tax withholding obligations tied to RSU vesting, not an open-market sale authorization.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Vanessa J. Oh, Attorney-in-Fact on behalf of the reporting person.

What was the per-share price used in the reported transaction?

The transaction lists a price of $31.02 per share for the withheld shares.