SEC Form 4 · accession 0001628280-26-044781
Yext, Inc. · YEXT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Walrath
Officer — Chief Executive Officer · Director
Period of report
Jun 20, 2026
Accepted (ET)
Jun 22, 2026 · 8:37 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001614178
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 20, 2026 | M | 78,125 | — | A | 3,726,709 | D | |
| Common StockF1 | Jun 20, 2026 | M | 566,437 | — | A | 4,293,146 | D | |
| Common Stock | Jun 20, 2026 | F | 329,050 | $3.80 | D | 3,964,096 | D | |
| Common StockF3 | holding | — | — | — | 32,485 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 16,265 | I | See footnote | |
| Common StockF5 | holding | — | — | — | 16,237 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F6 | — | Jun 20, 2026 | M | 78,125 | D | — | — | Common Stock | 78,125 | 234,375 | D |
| Performance-Based Restricted Stock UnitF7,F8 | — | Jun 20, 2026 | M | 566,437 | D | — | — | Common Stock | 566,437 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Yext, Inc.'s (the "Company") common stock.
- F2Shares withheld to satisfy tax liability upon vesting of restricted stock units on June 20, 2026.
- F3Securities are held by a trust the beneficiaries of which are the Reporting Person's children.
- F4Securities are held by a trust of which the Reporting Person's spouse is the trustee and the beneficiaries of which are certain family members of the Reporting Person.
- F5Securities are held by a trust, separate from the trust referenced in footnote 4, of which the Reporting Person's spouse is the trustee and the beneficiaries of which are certain family members of the Reporting Person.
- F6One-eighth of shares subject to the award vested on June 20, 2025, and vests quarterly thereafter on each September 20, December 20, March 20 and June 20, subject to the reporting person's continued service on each such date, until the award is fully vested on March 20, 2027.
- F7Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Company's common stock.
- F8A target number of 1,250,000 PSUs could become eligible to vest based on the Company's total shareholder return during each of the following performance periods (each, a "Performance Period") relative to the total shareholder return of companies in the S&P Software and Services Select Index: (i) December 19, 2023 to March 31, 2025; and (ii) December 19, 2023 to March 31, 2026. PSUs that became eligible to vest based on performance for a Performance Period vested on June 20 following the applicable Performance Period, subject to continued service to the Company through the vesting date. The total number of PSUs that became eligible to vest ranged from 0% to 200% of the target number of PSUs. For the second Performance Period, 566,437 PSUs vested on June 20, 2026 based on performance of 90.63% of 625,000 target PSUs, and 58,563 PSUs were forfeited.