Yext, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer
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Key Terms
modified dutch auctionfinancial
A modified Dutch auction is a way for a company to buy back shares or sell securities by asking shareholders or bidders to state how many shares they’re willing to trade and at what minimum price, then setting a single clearing price that satisfies the target quantity. Think of it like collecting offers at different prices and picking one fair price so the company buys or sells the needed amount; investors care because it can produce a transparent, market-driven price and a predictable size for the transaction, reducing the chance of favoritism or sudden price swings.
tender offerfinancial
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
par valuefinancial
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
notice of guaranteed deliveryfinancial
A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.
pro ratafinancial
Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.
odd lotsfinancial
Shares traded in quantities smaller than a market’s standard batch—typically fewer than 100 shares—are called odd lots. Think of buying a few cookies from a pack instead of the whole box: odd lots are smaller, individual-sized trades that can matter because they may execute less smoothly, face slightly different pricing or visibility, and signal retail-level activity to investors assessing liquidity and demand.
dealer managerfinancial
A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.
information agentfinancial
An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.
NEW YORK--(BUSINESS WIRE)--
Yext, Inc. (NYSE: YEXT) (“Yext”), the leading digital presence platform for multi-location brands, today announced the preliminary results of its “modified Dutch Auction” tender offer for shares of its common stock, which expired at 5:00 p.m., New York City time, on March 18, 2026.
Based on the preliminary count by Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer (the “Depositary”), a total of 64,449,935 shares of Yext’s common stock, par value $0.001 per share (each share of Yext’s common stock, a “Share,” and collectively, “Shares”), were properly tendered and not properly withdrawn at or below the purchase price of $5.75 per Share, including 19,257,357 Shares that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the Depositary, Yext expects to purchase approximately 24,347,826 Shares through the tender offer at a price of $5.75 per Share, for an aggregate cost of approximately $140 million, excluding fees and expenses relating to the tender offer. Yext expects to accept the Shares on a pro rata basis, except for tenders of “odd lots,” which will be accepted in full, and conditional tenders that will automatically be regarded as withdrawn because the condition of the tender has not been met, and has been informed by the Depositary that the preliminary proration factor for the Offer is approximately 37.79%, assuming all Shares tendered by notice of guaranteed delivery will be delivered. The total of 24,347,826 Shares that Yext expects to purchase represents approximately 18.9% of the total number of Shares outstanding as of March 18, 2026.
The number of Shares expected to be purchased by Yext, the purchase price and the proration factor are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the one-trading day settlement period. The final number of Shares to be purchased by Yext and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process. Payment for the Shares accepted for purchase under the tender offer will occur promptly thereafter.
BofA Securities, Inc. acts as dealer manager for the tender offer and D.F. King & Co., Inc. acts as information agent for the tender offer. Yext stockholders who have questions or would like additional information about the tender offer may contact D.F. King & Co., Inc., toll-free at (800) 967-4614; banks and brokers may call BofA Securities, Inc. at (646) 855-6770.
About Yext, Inc.
Yext is the leading digital presence platform for multi-location brands, with thousands of customers worldwide. With one central platform, brands can seamlessly deliver consistent, accurate, and engaging experiences and meaningfully connect with customers anywhere in the digital world. Yext’s AI and machine learning technology powers the knowledge behind every customer engagement, automates workflows at scale, and delivers actionable cross-channel insights that enable data-driven decisions. From SEO and websites to social media and reputation management, Yext enables brands to turn their digital presence into a differentiator. To learn more about Yext, visit Yext.com or find us on LinkedIn and X.
Forward-Looking Statements
This press release may include statements that may constitute “forward-looking statements,” regarding Yext's proposed purchase of Shares in the tender offer, the amount of Shares to be purchased (including the amount of Shares tendered through notice of guaranteed delivery), the purchase price per Share, other terms and conditions of the tender offer and Yext’s expectations regarding its business outlook and the future value of the Shares, as well as statements containing the words “believe,” “expect,” “will,” “should,” “could,” “estimate,” “anticipate,” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results of Yext and its subsidiaries to differ materially from the forward-looking statements. Forward-looking statements inherently involve risks and uncertainties that could cause actual results of Yext and its subsidiaries to differ materially from the forward-looking statements. The actual success of the planned tender offer is subject to a number of factors, including (1) developments or changes in economic or market conditions, (2) developments or changes in the securities markets, (3) developments or changes in Yext’s business, financial condition or cash flows, and (4) the factors identified under “Risk Factors” in Yext’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, and in other reports filed by Yext with the SEC. Yext undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this release.
