Yelp COO Sells 20,325 Shares. Should You Be Worried?

Joseph R Nachman, Chief Operating Officer of Yelp (NYSE:YELP), directly sold 20,325 shares in an open-market transaction on Dec. 5, 2025, for $611,845, according to the SEC Form 4 filing.

Transaction summary

Key questions

• How does the size of this sale compare to the insider's prior transactions?
  This transaction involved 20,325 shares, which is roughly three times the recent median sell size of 7,000 shares, ranking at the upper end of Nachman's historical disposition range.
• What proportion of the insider's holdings was impacted, and how does that relate to prior cadence?
  The sale accounted for 9.40% of direct holdings at the time, significantly above the recent period's median of 2.34% per sell, indicating a larger-than-typical reduction in a single event.
• Were derivative securities or indirect entities involved in this transaction?
  All shares sold were directly owned common stock; the transaction did not involve indirect holdings or transfers of entities. The transaction involved the exercise of employee stock options with the immediate sale of the underlying shares.

Company overview

*1-year price change as of Dec. 5, 2025.

Company snapshot

Yelp operates a leading online platform that links consumers with local businesses, leveraging a broad suite of advertising and business management tools. Its digital platform connects consumers with local businesses, providing advertising products, online reservations, waitlist management, and business analytics solutions.

The company generates revenue primarily through cost-per-click and multi-location advertising, business page products, and subscription-based services for business clients. It targets local businesses across various sectors, including restaurants, retail, healthcare, and services, with consumers seeking local information as the primary user base.

Yelp's competitive edge lies in its established brand, extensive user-generated content, and integration of value-added services for both businesses and consumers.

What this transaction means for investors

Nachman’s stock sale followed the trading plan that company executives and other insiders typically adopt, commonly known as the SEC’s Rule 10b5-1. The latest transaction follows a similar path to the one the COO has adopted since 2023.

From an investor standpoint, Yelp’s stock has declined by around 20% over the past 12 months, as total revenue growth has fallen to low single digits for the past couple of quarters due to weakening advertising demand and slowing engagement metrics.

Ad clicks fell 11% in the third quarter year-over-year, while average cost-per-click (CPC) rose 14% over the same period. Advertising revenue from the crucial Restaurants, Retail & Other (RR&O) segment, which accounts for a third of total revenue, decreased by 2% year-over-year.

Management attributed this decrease to lower ad spending in the RR&O space due to macroeconomic and competitive pressures.

The bright spot, however, has been Yelp’s Services segment, which has continued to grow steadily.

From an investor standpoint, a slowdown in spending among lower- and mid-income consumers has translated into weaker same-store sales in retail and lower dine-out traffic in restaurants. This has affected the advertising budgets of retailers and restaurants.

Yelp shares trade at just 12.7 times trailing 12-month earnings and 1.4 times sales. While there’s a temptation to see them as undervalued, Yelp’s advertising revenue growth depends heavily on macro events and competition. However, there seems to be no certainty when the economic tide will change.

Glossary

Insider transaction: A trade involving shares by a company's executive, director, or major shareholder.
Open-market transaction: Buying or selling securities on a public exchange at current market prices.
SEC Form 4: A required filing disclosing insider trades of company stock by officers, directors, or large shareholders.
Direct holdings: Shares owned personally by an individual, not through intermediaries or entities.
Indirect holdings: Shares owned through trusts, family members, or other entities rather than directly.
Disposition: The act of selling or otherwise transferring ownership of an asset.
Systematic disposition: A planned, ongoing process of selling shares over time, often following a set schedule.
Weighted average price: The average price per share in a transaction, adjusted for the number of shares sold at each price.
Derivative securities: Financial contracts whose value is based on an underlying asset, such as stock options.
Employee stock options: Contracts granting employees the right to buy company shares at a set price.
Exercise (of options): Using the right to buy shares under an employee stock option agreement.
TTM: The 12-month period ending with the most recent quarterly report.

Isac Simon 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.