COO Sells 7,000 Shares of Yelp for $222,885

Nachman Joseph R, Chief Operating Officer at Yelp (NYSE:YELP), executed an open-market sale of 7,000 shares on October 6, 2025; see the SEC Form 4 filing.

Transaction summary

Transaction value based on SEC Form 4 reported price ($31.84) on October 6, 2025; Post-transaction value based on trade-date price ($31.84).

Key questions

How significant was the sale relative to Nachman Joseph R’s direct holdings?
The 7,000 shares sold represented 3.09% of Nachman Joseph R’s direct ownership immediately prior to the transaction, a higher proportion than the recent-period median of 2.15% per sale (March 15, 2024 to October 6, 2025). This sale size is at the upper end of his typical sell transactions over the past 18 months.

How does the transaction fit within the broader pattern of insider activity?
Since March 2024, Nachman Joseph R has made 18 open-market sales, most commonly in 7,000-share increments. His direct holdings have declined by 42.58% from March 15, 2024 to October 6, 2025, with cumulative net sales of 162,915 shares.

What was the market context at the time of sale?
With the reported transaction price at $31.84 per share. Yelp shares had declined 8.5% over the prior twelve months (calendar year basis).

Company overview

* 1-year performance calculated as of October 6, 2025, based on calendar year total return.

Company snapshot

Offers a digital platform connecting consumers with local businesses, featuring advertising products, business listings, reservations, waitlist management, analytics, and content licensing.

Generates revenue primarily from cost-per-click and multi-location advertising, subscription-based waitlist and reservation services, and content/data licensing to enterprises.

Serves local businesses seeking to reach consumers in sectors such as restaurants, retail, services, health, and more, with a user base spanning the United States and international markets.

Yelp operates a leading online platform that facilitates connections between consumers and local businesses across diverse categories. The company employs a multi-product strategy, combining advertising, SaaS-based solutions, and data licensing. Its competitive advantage lies in a broad network of business relationships, proprietary content, and integrated consumer tools that enhance both user engagement and business value.

Foolish take

COO Joseph Nachman's sale comes via his pre-arranged, 10b5-1 trading plan. Given that, his series of sales is less concerning since these are regular, programmed sales rather than based on his specific view of Yelp's prospects. It's also noteworthy that equity accounts for the majority of his pay. Last year, stock grants represented 84% of his total compensation.

While I wouldn't read much into Nachman's share sales, Yelp saw slower revenue growth in the second quarter. Total revenue increased 4% to $370.4 million. Advertising accounts for most of Yelp's top line, and the restaurants, retail, and other category fell 5%, holding back revenue growth. Management cited these industries' business challenges rather than issues related to Yelp, such as competitive forces. It notes broader economic conditions that could dampen future advertising demand.

The shares have underperformed the overall market this year. Yelp's stock price has lost 5.2% through Oct. 6 compared to the S&P 500 index's 17.2% appreciation.

Glossary

Open-market sale: When an insider sells company shares on the public stock exchange, not through a private transaction.
SEC Form 4: A required filing disclosing insider trades by company officers, directors, or large shareholders.
Direct ownership: Shares held personally by an insider, not through trusts or indirect arrangements.
Trading plan: A pre-established schedule for buying or selling company stock, often to comply with insider trading regulations.
Disposition: The act of selling or otherwise transferring ownership of an asset, such as company shares.
Insider activity: Buying or selling of company stock by executives, directors, or major shareholders.
Increment: A fixed amount or quantity, such as a set number of shares in repeated transactions.
Cumulative net sales: The total number of shares sold minus shares bought over a specific period.
Cost-per-click: An advertising model where businesses pay each time a user clicks their ad.
SaaS-based solutions: Software provided as a service over the internet, typically via subscription.
Content licensing: Allowing others to use proprietary data or content in exchange for a fee.
TTM: The 12-month period ending with the most recent quarterly report.

Lawrence Rothman has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy.