Joseph R. Nachman - 04 Mar 2026 Form 4 Insider Report for YELP INC (YELP)

Role: Chief Operating Officer
Signature: /s/ Elizabeth Prosser, Attorney-in-Fact
Issuer symbol: YELP
Transactions as of: 04 Mar 2026
Net transactions value: -$60,451
Form type: 4
Filing time: 06 Mar 2026, 18:11:23 UTC
Previous filing: 24 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Nachman Joseph R	Chief Operating Officer	C/O YELP INC., 350 MISSION STREET, 10TH FLOOR, SAN FRANCISCO	/s/ Elizabeth Prosser, Attorney-in-Fact	06 Mar 2026	0001540652

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	YELP	Common Stock	Award		+24,868	+9.2%	$0.000000^*	295,241	04 Mar 2026	Direct	F1
transaction	YELP	Common Stock	Sale	$60,451	-2,499	-0.85%	$24.19	292,742	06 Mar 2026	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	On February 7, 2025, the Reporting Person was granted performance-based restricted stock units covering 24,647 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of performance goals. On March 4, 2026, the performance criteria were met, resulting in 24,868 shares becoming eligible to vest according to the following schedule, subject to the Reporting Person's continued service with the Issuer: 31.25% of the shares will vest on March 15, 2026; and 6.25% of the shares will vest quarterly thereafter until fully vested.
F2	Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on December 2, 2024.

Content

On February 7, 2025, the Reporting Person was granted performance-based restricted stock units covering 24,647 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of performance goals. On March 4, 2026, the performance criteria were met, resulting in 24,868 shares becoming eligible to vest according to the following schedule, subject to the Reporting Person's continued service with the Issuer: 31.25% of the shares will vest on March 15, 2026; and 6.25% of the shares will vest quarterly thereafter until fully vested.

Shares were sold pursuant to a duly adopted 10b5-1 trading plan, adopted by the reporting person on December 2, 2024.