YELP COO disposes 7,000 shares; retains 219,668 shares

Rhea-AI Filing Summary

Officer sale under pre-set plan: The Chief Operating Officer, Joseph R. Nachman, reported selling 7,000 shares of YELP on 10/06/2025 under a 10b5-1 trading plan adopted on 12/02/2024. The weighted average sale price was reported as $31.8407, with individual trade prices ranging from $31.665 to $32.00.

After the transactions, the reporting person beneficially owns 219,668 shares directly. The filing notes the sale occurred in multiple transactions and that the seller will provide a breakdown of shares sold at each price if requested by the SEC, the issuer, or a security holder.

Positive

• Sale executed under a 10b5-1 plan, indicating pre-authorized, scheduled dispositions
• Reporting person retains substantial holdings with 219,668 shares remaining

Negative

• Insider sold shares (7,000 shares), which investors sometimes view as insider liquidity
• Per-trade breakdown not included; only a weighted average price is provided

Insights

Corporate Governance Analyst

Planned sale, not a one-off insider disposition.

The transactions were executed under a documented 10b5-1 plan adopted on 12/02/2024, which indicates the sales were scheduled according to a pre-authorized program rather than ad hoc decisions.

This reduces immediate corporate-governance concern about opportunistic timing, though investors typically view such disclosures to understand ongoing insider liquidity; the remaining 219,668 shares remain held directly.

Equity Markets Analyst

Transaction size and pricing are modest versus institutional volumes.

The reported sale of 7,000 shares at a weighted average of $31.8407 appears limited in scale and executed across multiple trades at prices from $31.665 to $32.00. There is no indication of sales large enough to materially affect supply in the stock.

Market watchers may request the per-trade breakdown from the filer or SEC staff if they need exact timing or execution detail within 10/06/2025.

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)
10/06/2025

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	10/06/2025		S		7,000(1)	D	$31.8407(2)	219,668	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. 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 $31.665 to $32, 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/ Vanessa J. Oh, Attorney-in-Fact	10/06/2025
	** 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 insider Joseph R. Nachman report on Form 4?

He reported selling 7,000 shares of YELP on 10/06/2025 under a 10b5-1 plan and now beneficially owns 219,668 shares.

Was the sale by the YELP officer preplanned or ad hoc?

The filing states the sales were made pursuant to a 10b5-1 trading plan adopted on 12/02/2024, indicating the transactions were preplanned.

At what price were the YELP shares sold?

The weighted average sale price was reported as $31.8407; individual transaction prices ranged from $31.665 to $32.00.

How many YELP shares does the officer own after the sale?

The reporting person beneficially owns 219,668 shares following the reported transactions.

Can I get a per-trade breakdown of the sales?

Yes. The filing says full information on the number of shares sold at each separate price will be supplied upon request by the SEC, the issuer, or a security holder.