Yelp Insider: Nachman Exercises Options and Sells Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Nachman Joseph R, Chief Operating Officer of Yelp Inc. (YELP), reported multiple transactions on 09/05/2025. He exercised 13,325 employee stock options with a $20.47 exercise price, resulting in acquisition of 13,325 shares. The reporting person sold 13,325 shares at a weighted-average price of $31.951 and an additional 7,000 shares at a weighted-average price of $31.9535, with the filings stating those sales were made pursuant to a 10b5-1 trading plan adopted December 2, 2024. After these transactions the reporting person beneficially owns 226,668 shares. The option exercised was fully vested. The Form 4 was signed by an attorney-in-fact, Vanessa J. Oh.

Insights

Securities Analyst

TL;DR Insider exercised options and sold 20,325 shares under a pre-established 10b5-1 plan, leaving 226,668 shares owned.

The reporting person, Yelp COO Nachman Joseph R, converted 13,325 vested options (exercise price $20.47) into common stock and then sold those shares plus additional holdings for weighted-average prices near $31.95 on 09/05/2025. The filer states the sales were executed under a 10b5-1 trading plan adopted December 2, 2024, which signals the transactions followed a pre-authorized schedule rather than ad hoc market timing. The net effect is a transfer of 20,325 shares out of the reporting person's holdings while leaving a meaningful residual stake of 226,668 shares. For market impact, the transactions are routine insider liquidity events rather than strategic corporate actions.

Corporate Governance Expert

TL;DR Transactions documented: option exercise, immediate sales executed under a documented 10b5-1 plan; disclosure appears complete.

The Form 4 discloses exercise of fully vested employee stock options and subsequent open-market sales. It identifies the 10b5-1 defense and provides weighted-average sale prices and ranges. The filing includes a signature by an attorney-in-fact, which is standard for Form 4 submissions. From a governance perspective, the existence of a dated 10b5-1 plan and detailed sale-price ranges supports compliance with insider-trading disclosure practices. The filing contains required transaction dates, prices, and post-transaction beneficial ownership figures.

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)
09/05/2025

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	09/05/2025		M		13,325	A	$20.47	246,993	D
Common Stock	09/05/2025		S		13,325(1)	D	$31.951(2)	233,668	D
Common Stock	09/05/2025		S		7,000(1)	D	$31.9535(3)	226,668	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
Employee Stock Option (Right to Buy)	$20.47	09/05/2025		M			13,325	(4)	03/09/2026	Common Stock	13,325	$0	13,325	D

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 $31.72 to $32.29, 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.

3. 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 $31.72 to $32.31, 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.

4. Fully vested.

Remarks:

	/s/ Vanessa J. Oh, Attorney-in-Fact	09/05/2025
	** 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 Nachman Joseph R report on Form 4 dated 09/05/2025?

The filing shows he exercised 13,325 vested options at a $20.47 exercise price and sold 13,325 and 7,000 shares at weighted-average prices of $31.951 and $31.9535, respectively.

Were the sales by the Yelp COO done under a pre-set plan?

Yes. The Form 4 states the shares sold were pursuant to a 10b5-1 trading plan adopted on December 2, 2024.

How many Yelp shares does the reporting person own after these transactions?

The filing reports beneficial ownership of 226,668 shares following the reported transactions.

What was the exercise price and status of the options exercised?

The exercised employee stock options had an exercise price of $20.47 and were reported as fully vested.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by attorney-in-fact Vanessa J. Oh on 09/05/2025.