Yext insider filing: Walrath vests RSUs; 39,883 shares withheld for taxes

Rhea-AI Filing Summary

Michael Walrath, CEO and director of Yext, Inc. (YEXT), reported restricted stock unit vesting and related share transactions on September 20, 2025. A grant of 78,125 RSUs vested in part, triggering issuance of 78,125 shares; 39,883 shares were withheld to satisfy tax obligations, leaving the reporting person with 3,376,875 shares directly owned after the transactions. The filing also discloses 32,485, 16,265 and 16,237 shares held indirectly in three family trusts. The RSU award vests in installments with one-eighth vested June 20, 2025 and remaining quarterly vesting through March 20, 2027.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-withholding; maintains substantial insider ownership, limited immediate market impact.

This Form 4 records standard equity compensation mechanics: partial vesting of an RSU award and shares withheld to cover taxes. The reporting person remains a significant shareholder with 3.38 million shares beneficially owned directly and additional indirect holdings via family trusts. For governance review, this demonstrates alignment of the CEO with shareholder interests through continued equity ownership and a multi-year vesting schedule that ties retention to future service.

Securities Analyst

TL;DR: Transaction is administrative—RSU vesting and tax withholding—so likely neutral for near-term valuation signals.

The reported disposal of 39,883 shares was a tax-withholding event related to RSU vesting, not an open-market sale. The issuance of 78,125 shares increases outstanding insider-held common stock but does not indicate a liquidation by management. Investors typically view such filings as routine compensation-related movements rather than signals of changed insider conviction.

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 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)
09/20/2025

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
Common Stock	09/20/2025		M		78,125	A	(1)	3,416,758	D
Common Stock	09/20/2025		F(2)		39,883	D	$8.81	3,376,875	D
Common Stock								32,485	I	See footnote(3)
Common Stock								16,265	I	See footnote(4)
Common Stock								16,237	I	See footnote(5)

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
Restricted Stock Unit	(1)	09/20/2025		M			78,125	(6)	(6)	Common Stock	78,125	$0	468,750	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Yext, Inc.'s common stock.

2. Shares withheld to satisfy tax liability upon vesting of restricted stock units on September 20, 2025.

3. Securities are held by a trust the beneficiaries of which are the Reporting Person's children.

4. Securities 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.

5. Securities 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.

6. One-eighth of shares subject to the award vested on June 20, 2025, and shall vest 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.

Remarks:

	/s/ Ho Shin, Attorney-in-Fact	09/22/2025
	** 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.

FAQ

What transactions did Michael Walrath report on Form 4 for YEXT?

The filing reports vesting of 78,125 restricted stock units and the withholding of 39,883 shares to satisfy taxes, resulting in 3,376,875 shares directly owned after the transactions.

Were any shares sold on the open market by the insider in this filing?

No. The filing shows shares withheld to cover tax obligations related to RSU vesting, not open-market sales.

How many YEXT shares does the reporting person beneficially own after the reported transactions?

The reporting person beneficially owns 3,416,758 shares in total reported across direct and indirect holdings, with 3,376,875 held directly following the transactions.

What indirect holdings are disclosed for Michael Walrath in the Form 4?

The filing discloses indirect holdings of 32,485 shares in a trust for the reporting person’s children and two additional trusts with 16,265 and 16,237 shares where the reporting person’s spouse is trustee.

What is the RSU vesting schedule referenced in the filing?

One-eighth of the award vested on June 20, 2025; remaining portions vest quarterly on each September 20, December 20, March 20 and June 20 until fully vested on March 20, 2027.