Yext awards CEO Michael Walrath 11M stock options

Each of the 14 tranches is earned only if its stock-price target and continued-service conditions are satisfied.

Rhea-AI Filing Summary

Yext, Inc. Chief Executive Officer Michael Walrath received a direct award on October 11, 2026, of options covering 11,000,000 common shares. The reported exercise price is $7.00 per share; the options are divided into 14 tranches with separate stock-price targets ranging from $21.00 to $88.08.

Each tranche is earned only if its target is met by the specified average closing-price tests over 180 consecutive calendar days and 30 consecutive calendar days in the applicable window, and is subject to continued service as CEO (with certain qualifying terminations). Target deadlines are five years for tranche 1, seven years for tranches 2–6 and 10 years for tranches 7–14. Unearned shares are forfeited when the applicable performance period ends; the option has a 10-year term. Earned shares are subject to scheduled release and, if exercised before release, may be repurchased by Yext at the exercise price under stated termination conditions.

Insider Trade Summary

Grant/Award: 11,000,000 shares

Grant/Award 1 txn

Insider Walrath Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy) F1, F2, F3, F4, F5, F6	11,000,000	$7.00	$77.00M

Holdings After Transaction: Stock Option (Right to Buy) — 11,000,000 contracts (Direct)

Footnotes (6)

1. F1. Each option represents a right to buy one share of Yext, Inc.'s (the "Company") common stock.
2. F2. 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. F3. 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. F4. 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. F5. 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. F6. The Option has a term of 10 years.

Key Figures

Options awarded: 11,000,000 options Exercise price: $7.00 per share Tranches: 14 tranches +4 more

7 metrics

Options awarded 11,000,000 options Direct award to Michael Walrath on October 11, 2026

Exercise price $7.00 per share Reported for the option award

Tranches 14 tranches Each tranche has a stock-price target

Stock-price targets $21.00 to $88.08 Targets specified across the tranches

Option term 10 years Term of the option

First target-price test 180 consecutive calendar days Average closing price must meet or exceed the applicable target

Second target-price test 30 consecutive calendar days Additional average closing-price test within the specified window

Key Terms

performance period, retention requirement, repurchase, earned shares

4 terms

performance period financial

"by the end of the applicable performance period"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

retention requirement financial

"subject to the retention requirement"

repurchase financial

"subject to repurchase by the Company at the exercise price"

A repurchase is when a company buys back its own shares from the market, like a homeowner reclaiming part of a shared property to increase their own stake. It reduces the number of shares available to other investors, which can raise the portion of future profits for remaining shareholders and often signals that management believes the stock is undervalued; it also changes how the company uses cash and can affect share price and investor returns.

earned shares financial

"Earned shares are also subject to a retention requirement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many options did YEXT CEO Michael Walrath receive?

Michael Walrath, Yext's Chief Executive Officer, received an award of 11,000,000 options covering common shares on October 11, 2026. The reported exercise price is $7.00 per share.

What conditions must YEXT's option award meet before a tranche is earned?

Each tranche has a target price. The target is achieved only if the average closing price meets or exceeds it over 180 consecutive calendar days and also over 30 consecutive calendar days within the specified window, and the award is subject to continued service as Chief Executive Officer, with certain qualifying terminations.

How are earned shares from YEXT's option award released?

Tranches 1–8 release in three equal installments on each of the first three anniversaries of the achievement date. Tranches 9–14 release in three equal installments every six months following the achievement date, subject to the stated retention requirement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/14/2026 - 04:10 PM EDT Accepted by SEC EDGAR 10/14/2026 - 04:09 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 NEW YORK 10011

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)