Nachman Joseph R 4

What Happened

• Joseph R. Nachman, Chief Operating Officer of Yelp Inc., received two awards on February 3, 2026: 77,783 restricted stock units (RSUs) granted as time‑based awards and 27,898 performance‑based RSUs that became eligible after performance goals were met. Both awards show an acquisition price of $0.00 (awarded, not purchased), for a total of 105,681 RSUs granted/awarded on that date. The performance‑based RSUs became eligible to vest based on achieved metrics and are subject to continued service.

Key Details

• Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (filed timely).
• Price: $0.00 per share (award/grant code A).
• Shares involved: 77,783 time‑based RSUs; 27,898 performance RSUs (total 105,681).
• Vesting/conditions: Time‑based RSUs vest in equal quarterly installments over four years from the grant date (Footnote F1). The 27,898 performance RSUs reflect achievement of previously set goals (original target award was 35,417 PSUs granted Jan 25, 2023; performance results reduced eligible amount to 27,898), and those eligible shares are set to vest on Feb 20, 2026 subject to continued service (Footnote F2).
• Shares owned after transaction: Not specified in this Form 4.
• Filing timeliness: Not late — Form 4 was filed within the required reporting window.

Context

• These awards are compensation, not open‑market purchases or sales, and therefore reflect pay/retention and performance outcomes rather than a direct trading signal. Performance RSUs require both achievement of targets and the executive’s continued employment to convert into actual shares.