SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a 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). See Instruction 10.
1. Name and Address of Reporting Person*
Walrath Michael

(Last) (First) (Middle)
61 NINTH AVENUE

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Yext, Inc. [ YEXT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/11/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)(1) $7 10/11/2026 A 11,000,000 (2)(3)(4)(5)(6) (3)(4)(6) Common Stock 11,000,000 $7 11,000,000 D
Explanation of Responses:
1. Each option represents a right to buy one share of Yext, Inc.'s (the "Company") common stock.
2. The shares subject to the Option are divided into the below 14 tranches, each eligible for exercise ("earned") only if the Company's stock price achieves the applicable target price described below during the applicable performance period, subject to continued service as Chief Executive Officer (and certain qualifying terminations): Tranche 1: 750,000 shares at $21.00; Tranche 2: 250,000 shares at $23.45; Tranche 3: 750,000 shares at $26.18; Tranche 4: 250,000 shares at $29.24; Tranches 5-12: 1,000,000 shares each Tranche at $32.64, $36.45, $40.70, $45.45, $50.75, $56.66, $63.27, $70.65, respectively; Tranche 13-14: 500,000 shares each Tranche at $78.88, $88.08, respectively; A target price is only achieved if both are met: (1) the average closing price meets or exceeds the target price over 180 consecutive calendar days, and (2) it does so over 30 consecutive calendar days within the period starting 30 days before the end of the 180-day period and ending 3 years after.
3. The deadlines for achieving target prices are as follows: Tranche 1 within 5 years of grant; Tranches 2-6 within 7 years; Tranches 7-14 within 10 years. Shares not earned by the end of the applicable performance period are forfeited, and if no target price is achieved, Mr. Walrath receives no value.
4. Earned shares are also subject to a retention requirement, subject to continued service as Chief Executive Officer through the applicable release date and unless otherwise determined by the Board, as follows: Tranches 1-8: earned shares are released in 3 equal installments on each of the first 3 anniversaries of the achievement date; Tranches 9-14: earned shares are released in 3 equal installments every 6 months following the achievement date. Earned shares that would otherwise remain subject to the retention requirement will be released on the date that is 30 days before the expiration of the term of the Option. Each earned share will remain exercisable until the earlier of the fifth anniversary of the date it was earned and the expiration of the term of the Option.
5. Mr. Walrath may exercise earned shares before they are released from the retention requirement, but any such exercised earned shares will be subject to repurchase by the Company at the exercise price until released if Mr. Walrath resigns as Chief Executive Officer (other than for good reason) or is terminated as Chief Executive Officer for cause. Upon such a termination, any unexercised earned shares that remain subject to the retention requirement will be forfeited.
6. The Option has a term of 10 years.
Remarks:
/s/ Ho Shin, Attorney-in-Fact 10/14/2026
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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