23 unchanged sentences
We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates.
−Removed: A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements.
+Added: A hypothetical change of 1% in the interest rate as of January 31, 2026 would impact our annual interest expense by approximately $1.0 million.
Financial Institution Risk
5 unchanged sentences
Consolidated Balance Sheets
−Removed: Consolidated Statements of Operations and Comprehensive Loss
+Added: Consolidated Statements of Operations and Comprehensive Inc ome ( L oss )
Consolidated Statements of Stockholders' Equity
5 unchanged sentences
We have audited the accompanying consolidated balance sheets of Yext, Inc.
−Removed: (the Company) as of January 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S.
13 unchanged sentences
Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
11 unchanged sentences
Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.
−Removed: Accounting for the Hearsay Social, Inc.
−Removed: Description of the Matter
−Removed: On August 1, 2024, the Company completed the acquisition of Hearsay Social, Inc.
−Removed: (“Hearsay”) for total purchase consideration of $180.4 million, including contingent consideration of $39.5 million.
−Removed: This transaction was accounted for as a business combination as outlined in Note 4 using the acquisition method of accounting which requires, among other things, the identifiable assets acquired and liabilities assumed in the acquiree, to be measured at their fair values, as of the acquisition date.
−Removed: Any excess of the fair value of consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed is recorded as goodwill.
−Removed: Auditing the Company’s accounting for its acquisition of Hearsay was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of the acquired customer relationships intangible asset, which was valued and recorded at $76.2 million, as well as the contingent consideration liability, which was valued and recorded at $39.5 million as part of the total purchase consideration of $180.4 million.
−Removed: The significant assumptions used in the valuation of the customer relationships intangible asset included a discount rate and certain assumptions that form the basis of the forecasted results including revenue and annual revenue growth rates, EBITDA margin, customer attrition rates, and certain contributory asset charges.
−Removed: The Company used the Multi-Period Excess-Earnings Method to measure the customer relationships intangible asset with the assistance of a third-party valuation specialist.
−Removed: The significant assumptions used in the valuation of the contingent consideration liability included a discount rate and projected Annual Recurring Revenue (“ARR”) values.
−Removed: The Company used the Monte Carlo model to measure the fair value of the contingent consideration liability with the assistance of a third-party valuation specialist.
−Removed: These significant assumptions are forward looking and could be affected by future economic and market conditions.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting for the Hearsay acquisition.
−Removed: For example, we tested controls over management’s review of the valuation of the customer relationships intangible asset and contingent consideration liability, including management’s review of the valuation models applied and significant underlying assumptions.
−Removed: We also tested management’s internal controls to validate that the data used in the valuation models was complete and accurate.
−Removed: To test the estimated fair value of the acquired customer relationships intangible asset and contingent consideration liability, we performed audit procedures that included, among others, evaluating the Company’s valuation methodology used, evaluating the significant assumptions discussed above, and testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates used by the Company in the valuation.
−Removed: We involved our valuation specialists to assist in evaluating the methodology used to estimate the fair value of the acquired customer relationships intangible asset as well as the contingent consideration liability, and to test certain significant assumptions including discount rates, among others.
−Removed: We tested significant assumptions through a combination of procedures, as applicable for each assumption.
−Removed: For the acquired customer relationships intangible asset, we tested the forecasted revenue, annual revenue growth rates, and EBITDA margin by comparing the selected rates to current and forecasted industry and economic trends, the historical results of the acquired business, and other guideline companies within the same industry.
−Removed: For the customer attrition rates within the acquired customer relationships intangible, we tested the completeness and accuracy of the underlying data used to calculate the basis for the customer attrition rate, and compared to guideline companies within the same industry.
−Removed: For certain contributory asset charges within the acquired customer relationships intangible, we developed independent assumptions utilizing market data to evaluate the reasonableness of the assumption used by management.
−Removed: For all significant assumptions within the acquired customer relationships intangible asset, we performed sensitivity analyses to evaluate the changes in fair value of the acquired customer relationship intangible asset that would result from changes in the significant assumptions.
−Removed: For the ARR values within the contingent consideration liability, we performed audit procedures that included, among others, assessing the terms of the arrangement, including the conditions that must be met for the contingent consideration to become payable, testing the completeness and accuracy of the underlying data used in the assumption, and comparing the significant assumptions to the Company’s historical trends and forecasts.
−Removed: We also performed sensitivity analyses to evaluate the changes in fair value of the contingent consideration liability that would result from changes in the significant assumptions.
/s/ Ernst & Young, LLP
8 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.
−Removed: As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Hearsay Social, Inc., which is included in the January 31, 2025 consolidated financial statements of the Company as of January 31, 2025 and constituted 9% of Yext’s total assets, excluding the preliminary value of goodwill and other intangible assets as of January 31, 2025, and 8% of Yext’s total revenue for the year then ended.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Hearsay Social, Inc.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes and our report dated March 13, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and 2025, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and our report dated March 10, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
38 unchanged sentences
10,663 11,145
+Added: 110,801 96,782
Intangible assets, net 85,133 94,247
14 unchanged sentences
61,915 76,809
+Added: Long term debt, net 97,959 —
Contingent consideration, non-current — 18,056
24 unchanged sentences
See the accompanying notes to the consolidated financial statements.
−Removed: Consolidated Statements of Operations and Comprehensive Loss
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss)
(In thousands, except share and per share data)
14 unchanged sentences
287,962 357,041 323,055
−Removed: Loss from operations
+Added: Income (loss) from operations
44,549 ( 32,448 ) ( 6,201 )
5 unchanged sentences
( 704 ) ( 745 ) ( 761 )
−Removed: Loss from operations before income taxes
−Removed: ( 28,058 ) ( 338 ) ( 63,858 )
−Removed: Benefit from (provision for) income taxes 110 ( 2,292 ) ( 2,080 )
+Added: Income (loss) from operations before income taxes
40,126 ( 28,058 ) ( 338 )
−Removed: Net loss per share attributable to common stockholders, basic and diluted
+Added: (Provision for) benefit from income taxes
( 2,255 ) 110 ( 2,292 )
−Removed: Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted
+Added: Net income (loss)
$ 37,871 $ ( 27,948 ) $ ( 2,630 )
−Removed: Other comprehensive (loss) income:
+Added: Net income (loss) per share attributable to common stockholders, basic $ 0.31 $ ( 0.22 ) $ ( 0.02 )
+Added: Net income (loss) per share attributable to common stockholders, diluted $ 0.07 $ ( 0.22 ) $ ( 0.02 )
+Added: Weighted-average number of shares used in computing net income (loss) per share attributable to common stockholders, basic 123,563,958 126,850,809 124,056,949
+Added: Weighted-average number of shares used in computing net income (loss) per share attributable to common stockholders, diluted 129,912,882 126,850,809 124,056,949
+Added: Other comprehensive income (loss):
Foreign currency translation adjustment
$ 4,409 $ ( 1,792 ) $ ( 568 )
−Removed: Unrealized gain (loss) on marketable securities, net 6 2 ( 9 )
−Removed: Total comprehensive loss $ ( 29,734 ) $ ( 3,196 ) $ ( 69,368 )
+Added: Unrealized (loss) gain on marketable securities, net
+Added: Total comprehensive income (loss)
+Added: $ 42,271 $ ( 29,734 ) $ ( 3,196 )
See the accompanying notes to the consolidated financial statements.
4 unchanged sentences
Comprehensive Accumulated Treasury Total Stockholders’
−Removed: Shares Amount Capital Loss
+Added: Shares Amount Capital (Loss) Income
Deficit Stock Equity
2 unchanged sentences
Vested restricted stock units converted to common shares, net of shares withheld for employee taxes 2,952 3 ( 13,017 ) — — — ( 13,014 )
+Added: Issuance of restricted stock 75 — — — — — —
Issuance of common stock under employee stock purchase plan 782 1 3,671 — — — 3,672
19 unchanged sentences
Repurchase of common stock ( 9,418 ) — — — — ( 67,471 ) ( 67,471 )
−Removed: Other comprehensive loss — — — ( 1,786 ) — — ( 1,786 )
−Removed: Net loss — — — — ( 27,948 ) — ( 27,948 )
+Added: Other comprehensive income
+Added: — — — 4,400 — — 4,400
+Added: — — — — 37,871 — 37,871
Balance, January 31, 2026
+Added: 122,933 $ 158 $ 1,027,900 $ ( 1,569 ) $ ( 669,249 ) $ ( 197,819 ) $ 159,421
See the accompanying notes to the consolidated financial statements.
4 unchanged sentences
Operating activities:
+Added: Net income (loss)
$ 37,871 $ ( 27,948 ) $ ( 2,630 )
−Removed: Adjustments to reconcile net loss to net cash provided by operating activities:
+Added: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense
26,986 18,531 15,805
+Added: Impairment of long-lived assets
Bad debt expense
6 unchanged sentences
Other, net 714 ( 2,597 ) 540
−Removed: Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in a business acquisition:
+Added: Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business acquisitions:
Accounts receivable
18 unchanged sentences
( 2,557 ) ( 2,085 ) ( 2,728 )
−Removed: Cash paid in acquisition, net of cash acquired ( 89,407 ) — —
+Added: Cash paid in acquisitions, net of cash acquired ( 18,801 ) ( 89,407 ) —
Net cash used in investing activities
3 unchanged sentences
2,154 1,290 9,405
+Added: Proceeds from debt issuance
Repurchase of common stock ( 67,431 ) ( 17,907 ) ( 23,086 )
8 unchanged sentences
Effect of exchange rate changes on cash, cash equivalents and restricted cash 5,554 ( 1,708 ) ( 205 )
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash ( 71,530 ) 19,970 ( 70,996 )
+Added: Net increase (decrease) in cash, cash equivalents and restricted cash
+Added: 30,520 ( 71,530 ) 19,970
Cash, cash equivalents and restricted cash at beginning of period 138,654 210,184 190,214
2 unchanged sentences
Cash paid on interest
+Added: $ 6,491 $ 9 $ —
Cash paid on income taxes
11 unchanged sentences
("Yext" or the "Company") empowers businesses to manage their knowledge so they can deliver relevant, actionable answers to consumer questions as well as consistent, accurate and engaging experiences to customers throughout the digital ecosystem.
−Removed: The Company's digital presence platform (also known as the Answers Platform) lets businesses structure and organize information about their brands in the Company's knowledge graph, Yext Content (also known as the Knowledge Graph), which is then delivered across first- and third-party websites and applications through its network of over 200 service and application providers, which the Company refers to as its Publisher Network.
−Removed: The Company's platform powers all of the Company's key products, including Listings, Reviews, Pages, and Search, each with robust analytics capabilities for businesses to easily track performance across customer experiences.
+Added: The Company's digital presence platform (also known as the Answers Platform) lets businesses structure and organize information about their brands in the Company's Knowledge Graph (previously known as Yext Content), which is then delivered across first- and third-party websites and applications through its network of over 200 service and application providers, which the Company refers to as its Publisher Network.
+Added: The Company's platform powers all of the Company's key products, including Listings, Reviews, Pages, Search, Social, Relate, and Scout, each with robust analytics capabilities for businesses to easily track performance across customer experiences.
In August 2024, the Company acquired Hearsay Social, Inc., a digital client engagement platform for financial services ("Hearsay").
−Removed: See Note 4 "Business Combination" for additional information.
+Added: See Note 4 "Business Combinations" for additional information.
The Company's fiscal year ends on January 31 st .
11 unchanged sentences
These estimates are inherently uncertain and subject to change as additional information is obtained during the measurement period, which lasts for up to one year from the acquisition date.
−Removed: Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations and comprehensive loss.
−Removed: See Note 4 "Business Combination" for details.
+Added: Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations and comprehensive income (loss).
+Added: See Note 4 "Business Combinations" for details.
Use of Estimates
35 unchanged sentences
The Company amortizes costs capitalized for contract renewals over the renewal term, reflecting the average benefit period for such renewals, which is typically one year .
−Removed: Amortization of costs capitalized to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss.
+Added: Amortization of costs capitalized to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive income (loss).
The Company periodically evaluates whether there have been any changes in its business, market conditions, or other events which would indicate that its amortization period should be changed, or if there are potential indicators of impairment.
5 unchanged sentences
Capitalized software development costs incurred in connection with additional functionality to the Company's platform are recognized in cost of revenue as depreciation expense in accordance with the “capitalized software development costs” section of this Note.
−Removed: Cost of revenue also includes amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as lease expenses, software expense, and depreciation expense, each of which are allocated based on employee headcount.
+Added: Cost of revenue also includes amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as lease expenses and asset impairments associated with office spaces, which are allocated based on employee headcount.
+Added: In addition, cost of revenue includes professional related costs and software expense, which relates to licenses, professional services, and other costs associated with software for use in the operations of the business, which is also allocated based on employee headcount.
Stock-Based Compensation
1 unchanged sentence
The fair value of restricted stock units and restricted stock are estimated on the date of grant based on the fair value of the Company’s common stock.
−Removed: The fair value of performance-based restricted stock units are estimated on the date of grant using a Monte Carlo simulation model.
+Added: The fair value of performance-based restricted stock units are estimated on the date of grant for which the Company applies a Monte Carlo simulation model when the award contains market conditions.
The fair value of employee stock options is estimated on the date of grant using a Black-Scholes option-pricing model.
2 unchanged sentences
The estimated number of stock-based awards that will ultimately vest requires judgment, and to the extent actual results, or updated estimates, differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period actual results are realized or estimates are revised.
+Added: For awards containing performance conditions, stock-based compensation is recognized when it becomes probable that the underlying performance targets will be achieved.
+Added: For awards containing market conditions, stock-based compensation is recognized over the requisite service period irrespective of whether the market conditions are achieved, provided the service requirement is fulfilled.
Stock-based compensation expense associated with the Company's Employee Stock Purchase Plan (“ESPP”) is measured at fair-value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period.
4 unchanged sentences
Advertising and other promotional costs are expensed as incurred.
−Removed: Advertising expenses were $ 3.7 million, $ 3.9 million and $ 3.5 million for the fiscal years ended January 31, 2025, 2024 and 2023, respectively and are included within sales and marketing expense in the consolidated statement of operations and comprehensive loss.
+Added: Advertising expenses were $ 0.9 million, $ 3.7 million and $ 3.9 million for the fiscal years ended January 31, 2026, 2025 and 2024, respectively and are included within sales and marketing expense in the consolidated statement of operations and comprehensive income (loss).
Research and Development
4 unchanged sentences
The Company capitalizes certain software development costs included as software in progress or computer software within property and equipment, net.
−Removed: These costs are incurred in connection with additional functionality to its platform, as well as internal-use projects during the application development stage and include elements of stock-based compensation.
+Added: These costs are incurred in connection with additional functionality to the Company's platform, as well as internal-use projects during the application development stage and include elements of stock-based compensation.
Computer software is recognized on a straight-line basis over an estimated useful life of 2 to 3 years.
−Removed: Capitalized software development costs incurred in connection with additional functionality to the Company's platform are recognized as depreciation expense in cost of revenue within the consolidated statement of operations and comprehensive loss.
+Added: Capitalized software development costs incurred in connection with additional functionality to the Company's platform are recognized as depreciation expense in cost of revenue within the consolidated statement of operations and comprehensive income (loss).
Capitalized software development costs incurred in internal-use projects are recognized as depreciation expense and are allocated based on employee headcount.
−Removed: Capitalized software development costs, net were $ 2.1 million as of both January 31, 2025 and 2024, respectively, and primarily related to costs incurred in connection with additional functionality to its platform.
−Removed: Depreciation expense associated with capitalized software development costs was $ 1.8 million, $ 3.2 million and $ 4.9 million during the fiscal years ended January 31, 2025, 2024 and 2023, respectively.
+Added: Capitalized software development costs, net were $ 3.2 million and $ 2.1 million as of fiscal years ended January 31, 2026 and 2025, respectively, and primarily related to costs incurred in connection with additional functionality to the Company's platform.
+Added: Depreciation expense associated with capitalized software development costs was $ 1.8 million during both the fiscal years ended January 31, 2026 and 2025 and $ 3.2 million for fiscal year ended January 31, 2024.
Software costs that meet the cloud computing arrangements criteria are capitalized in accordance with ASC 350 “Intangibles—Goodwill and Other” and are recognized on a straight-line basis over the term of the arrangement, plus reasonably certain renewals.
4 unchanged sentences
The Company classifies all deferred tax assets and liabilities as non-current on the consolidated balance sheet.
−Removed: The effect of a change in tax rates on deferred tax assets and liabilities is recognized within the provision for income taxes on the consolidated statement of operations and comprehensive loss in the period that includes the enactment date.
+Added: The effect of a change in tax rates on deferred tax assets and liabilities is recognized within the provision for income taxes on the consolidated statement of operations and comprehensive income (loss) in the period that includes the enactment date.
The Company reduces deferred tax assets, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax assets.
−Removed: In making such a determination, the Company considers all available positive and negative evidence, including results of recent operations, future reversals of existing taxable temporary differences, projected
−Removed: future taxable income and tax-planning strategies.
−Removed: See Note 13 "Income Taxes" to the Company's consolidated financial statements for additional information on the composition of these valuation allowances.
+Added: In making such a determination, the Company considers all available positive and negative evidence, including results of recent operations, future reversals of existing taxable temporary differences, projected future taxable income and tax-planning strategies.
+Added: See Note 13 "Income Taxes" for additional information on the composition of these valuation allowances.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.
The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority.
−Removed: The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes on the consolidated statement of operations and comprehensive loss.
−Removed: Net Loss Per Share
−Removed: Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period.
−Removed: Unvested restricted stock, restricted stock units and performance-based restricted stock units are excluded from the denominator of basic net loss per share.
−Removed: Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares for the period, including any dilutive effect from such shares.
−Removed: See Note 16 "Net Loss Per Share Attributable to Common Stockholders" for further discussion.
+Added: The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes on the consolidated statement of operations and comprehensive income (loss).
+Added: Net Income (Loss) Per Share
+Added: Basic net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period.
+Added: Unvested restricted stock, restricted stock units and performance-based restricted stock units are excluded from the denominator of basic net income (loss) per share.
+Added: Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares for the period, including any dilutive effect from such shares.
+Added: See Note 16 "Net Income (Loss) Per Share Attributable to Common Stockholders" for further discussion.
Foreign Currency
4 unchanged sentences
dollars using month-end exchange rates for assets and liabilities, and average exchange rates for revenue, costs and expenses.
−Removed: The Company records translation gains and losses in accumulated other comprehensive loss as a component of stockholders’ equity.
−Removed: Foreign currency transaction gains and losses are included within other expense, net in the consolidated statements of operations and comprehensive loss.
+Added: The Company records translation gains and losses in accumulated other comprehensive (loss) income as a component of stockholders’ equity.
+Added: Foreign currency transaction gains and losses are included within other expense, net in the consolidated statements of operations and comprehensive income (loss).
Concentration of Credit Risk
8 unchanged sentences
The Company considers all highly liquid investments purchased with original maturities of less than three months from the date of purchase to be cash equivalents.
−Removed: Restricted cash as of January 31, 2025, consists of $ 15.5 million of funds held in escrow in connection with the acquisition of Hearsay for certain post-closing indemnification obligations.
+Added: Restricted cash as of January 31, 2026, consists of $ 15.1 million related to collateralized amounts held in relation to leased offices, and funds held in escrow in connection with the acquisition of Places Scout for certain post-closing indemnification obligations.
Marketable Securities
4 unchanged sentences
All marketable securities are carried at estimated fair value.
−Removed: Credit losses related to marketable securities are recorded, net in the consolidated statements of operations and comprehensive loss through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.
+Added: Credit losses related to marketable securities are recorded, net in the consolidated statements of operations and comprehensive income (loss) through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.
As of January 31, 2026, 2025, and 2024 no credit losses related to marketable securities were recorded by the Company.
−Removed: Any remaining unrealized gains or losses for marketable securities are included in accumulated other comprehensive income (loss), as a component of stockholders’ equity.
+Added: Any remaining unrealized gains or losses for marketable securities are included in accumulated other comprehensive (loss) income, as a component of stockholders’ equity.
Accounts Receivable and Allowance for Doubtful Accounts
5 unchanged sentences
Additions 1,665
+Added: Additions related to Hearsay beginning balance at August 1, 2024 94
Deductions - write offs ( 758 )
1 unchanged sentence
Additions 3,078
−Removed: Additions related to Hearsay beginning balance at August 1, 2024 94
Deductions - write offs ( 2,747 )
6 unchanged sentences
Leasehold improvements and assets held under operating leases are depreciated over the shorter of the term of the lease or their useful life.
−Removed: Upon retirement or sale of assets, the cost and related accumulated depreciation or amortization are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss.
+Added: Upon retirement or sale of assets, the cost and related accumulated depreciation or amortization are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive income (loss).
Repairs and maintenance costs are expensed as incurred.
+Added: The Company evaluates the recoverability of property and equipment (including right-of-use assets) when events or changes in circumstances indicate a potential impairment exists.
+Added: Events and changes in circumstances considered by the Company in determining whether the carrying value of long-lived assets may not be recoverable include, but are not limited to, significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, and changes in the Company’s business strategy.
+Added: Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (an “asset group”).
+Added: In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group.
+Added: If the undiscounted cash flows for the asset group are less than its carrying value, an impairment loss is measured as the amount by which the carrying amount of the assets exceeds its fair value.
The Company accounts for leases in accordance with ASC Topic 842, "Leases." Lease expense is recognized as a single lease cost on a straight-line basis over the lease term.
5 unchanged sentences
With respect to operating lease arrangements, the Company accounts for lease components, and non-lease components that are fixed, as a single lease component.
−Removed: Non-lease components that are variable are expensed as incurred in the statement of operations and comprehensive loss.
+Added: Non-lease components that are variable are expensed as incurred in the statement of operations and comprehensive income (loss).
The Company recognizes costs associated with lease arrangements having an initial term of 12 months or less ("short-term leases") on a straight-line basis over the lease term;
4 unchanged sentences
The Company performs its annual impairment test on November 1 st of each year, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
−Removed: The Company considers the following potential indicators of impairment:
+Added: Company considers the following potential indicators of impairment:
significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of acquired assets or the strategy of the Company’s overall business, significant negative industry or economic trends and a significant decline in the value of the Company’s enterprise value for a sustained period.
5 unchanged sentences
The Company has not recorded impairment charges on intangible assets for the periods presented in these consolidated financial statements.
−Removed: Deferred Financing Costs
−Removed: Financing costs incurred with securing a revolving line of credit are deferred and amortized to interest expense over the term of the agreement.
−Removed: Financing costs associated with revolving credit arrangements are deferred, regardless of whether a balance is outstanding.
−Removed: The Company includes deferred financing costs in prepaid and other current assets or other long term assets on the consolidated balance sheet.
Legal and Other Contingencies
2 unchanged sentences
Recent Accounting Pronouncements
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
−Removed: The Company adopted this accounting standard on January 31, 2025.
−Removed: While the adoption has no impact on our financial statements, it has resulted in incremental disclosures within the footnotes to the consolidated financial statements.
−Removed: See Note 17 "Segment Information" for additional information.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.
−Removed: The amendments are effective for the Company’s annual periods beginning in fiscal 2026, with early adoption permitted, and should be applied either prospectively or retrospectively.
−Removed: The Company is currently evaluating the impact of ASU 2023-09.
−Removed: In November 2024, the FASB issued 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40):
+Added: The Company adopted this accounting standard on January 31, 2026.
+Added: See Note 13 "Income Taxes" for additional information.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40):
Disaggregation of Income Statement Expenses, which requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement.
3 unchanged sentences
The Company is currently evaluating the impact of adopting ASU 2024-03.
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to project stages throughout ASC 350-40 and clarifies the thresholds companies apply to begin capitalizing costs.
+Added: The updated standard is effective for the Company's interim and annual periods beginning in fiscal 2029.
+Added: The Company is currently evaluating the impact of adopting ASU 2025-06.
Geographic Region
30 unchanged sentences
The Company records a contract asset when revenue is recognized prior to being billed.
−Removed: Contract assets were $ 1.7 million as of January 31, 2025 and not significant as January 31, 2024.
+Added: Contract assets were $ 4.5 million and $ 1.7 million as of January 31, 2026 and 2025, respectively.
Contract assets are included in prepaid expenses and other current assets on the consolidated balance sheet.
9 unchanged sentences
Customer deposits represent payments received in advance in instances where a revenue contract is cancelable in nature, and therefore the Company does not have an unconditional obligation to transfer control to a customer.
−Removed: Customer deposits was $ 0.2 million as of both, January 31, 2025 and 2024, and was included in accounts payable, accrued expenses and other current liabilities on the Company's consolidated balance sheet, respectively.
+Added: Customer deposits was $ 0.4 million and $ 0.2 million as of January 31, 2026 and 2025, respectively, and was included in accounts payable, accrued expenses and other current liabilities on the Company's consolidated balance sheet.
Remaining Performance Obligations
4 unchanged sentences
Hearsay Acquisition
−Removed: On August 1, 2024 (the "Acquisition Date"), Yext completed its acquisition of Hearsay pursuant to an Agreement and Plan of Merger dated June 10, 2024 (such acquisition, the "Acquisition").
+Added: On August 1, 2024, Yext completed its acquisition of Hearsay pursuant to an Agreement and Plan of Merger dated June 10, 2024.
At the effective time of the acquisition, each outstanding share of Hearsay stock was canceled and converted to a right to receive cash consideration, and Hearsay became a wholly owned subsidiary of Yext.
The acquisition is intended to produce an end-to-end digital presence platform, combining Yext’s digital presence management capabilities with Hearsay's compliant engagement solutions across social media, websites, text, and voice.
−Removed: The Acquisition Date fair value of consideration transferred for Hearsay consisted of the following:
+Added: During the three months ended April 30, 2025, the Company finalized the accounting for its acquisition of Hearsay.
+Added: The fair value of consideration transferred for Hearsay as of the acquisition date consisted of the following:
(in thousands)
4 unchanged sentences
Total consideration transferred
+Added: (1) Inclusive of $ 0.3 million measurement period adjustment recorded during the three months ended April 30, 2025.
(2) Inclusive of post-closing adjustments of less than $ 0.1 million.
3 unchanged sentences
In connection with the amounts held in escrow, the Company recognized a corresponding liability on its consolidated balance sheet at the acquisition date at its present value of $ 16.6 million to reflect the amounts payable to former Hearsay equity holders following the resolution of contingencies surrounding the amounts held in escrow.
−Removed: The liability will be accreted to its contractual value over the estimated escrow period with changes in the liability being recorded within interest expense on the Company's consolidated statements of operations and comprehensive loss.
−Removed: For the fiscal year ended January 31, 2025, interest expense was immaterial , and $ 2.0 million was released from amounts held in escrow following the completion of the post-closing process.
−Removed: As of January 31, 2025, $ 9.7 million of the remaining escrow is estimated to be released during the fiscal year ended January 31, 2026, with the remaining amount thereafter.
−Removed: The preliminary purchase price also includes $ 39.5 million of contingent consideration related to an earnout arrangement whereby the Company may be required to pay up to $ 75.0 million to the former holders of Hearsay's outstanding equity interests, subject to the achievement of certain Annual Recurring Revenue ("ARR") milestones over a two-year period which will end in September 2026.
+Added: The liability will be accreted to its contractual value over the estimated escrow period with changes in the liability being recorded within interest expense on the Company's consolidated statements of operations and comprehensive income (loss).
+Added: During the three months ended April 30, 2025 interest expense of $ 0.5 million was recognized, which encompassed all remaining accretion.
+Added: As of January 31, 2026, all escrow amounts have been fully released with the corresponding cash outflows being categorized as deferred acquisition payments in the Company's consolidated statement of cash flows.
+Added: The purchase price also includes $ 39.8 million of contingent consideration related to an earnout arrangement, inclusive of a $ 0.3 million measurement period adjustment recorded during the three months ended April 30, 2025 based on refined estimates.
+Added: Under the terms of the earnout arrangement, the Company may be required to pay up to $ 75.0 million to the former holders of Hearsay's outstanding equity interests, subject to the achievement of certain Annual Recurring Revenue ("ARR") milestones over a two-year period which will end in September 2026.
The portion of the earnout arrangement included within contingent consideration excludes amounts attributable to employees of Hearsay that held unvested awards as of the acquisition date, for which earnout payments are subjected to future service.
1 unchanged sentence
Payment of the earnout can be settled in cash or shares at the Company's election.
−Removed: The Company preliminarily estimated the fair value of the contingent consideration as of the Acquisition Date.
−Removed: This estimate incorporates projected ARR values inclusive of revenue synergies and growth rates, as well as other key inputs.
+Added: As the first year of the earnout lapsed, the Company was required to pay $ 10.5 million, of which $ 8.6 million was paid as of January 31, 2026, and the remaining $ 1.9 million was paid in February 2026.
+Added: The Company estimated the fair value of the contingent consideration as of the acquisition date.
+Added: This estimate incorporated projected ARR values inclusive of revenue synergies and growth rates, as well as other key inputs.
The key inputs as of the acquisition date are outlined below:
6 unchanged sentences
The value attributed to consideration transferred was based on the fair value of Hearsay options prior to the exchange.
−Removed: Approximately 1.5 million equity awards that were granted also vested on the Acquisition Date, and $ 0.6 million was recognized in the post-Acquisition period immediately to reflect the excess of the fair value of the replacement awards over the fair value of the Hearsay options.
+Added: Approximately 1.5 million equity awards that were granted also vested on the acquisition date, and $ 0.6 million was recognized in the
+Added: post-acquisition period immediately to reflect the excess of the fair value of the replacement awards over the fair value of the Hearsay options.
These awards were subsequently net settled, which represents an event that is separate from the acquisition.
−Removed: In addition, the Company recognized other transaction related payments of $ 0.6 million in the estimated consideration which are comprised primarily of post-closing adjustments, including estimated working capital.
+Added: In addition, the Company recognized other transaction related payments of $ 0.6 million in the consideration which are comprised primarily of post-closing adjustments, including working capital.
The Company is also required to make additional payments related to a $ 20.0 million incentive pool that can be settled in cash or shares at the Company's election, shortly after the first anniversary of the acquisition date.
Approximately $ 8.8 million of this pool is to be paid to Hearsay founders and early employees, and is not contingent on future service being provided.
−Removed: This amount was recognized immediately in the post-Acquisition period in operating expenses, within general and administrative expenses on the Company's consolidated statements of operations and comprehensive loss.
+Added: This amount was recognized immediately in the post-acquisition period in operating expenses, within general and administrative expenses on the Company's consolidated statements of operations and comprehensive income (loss).
The remaining amount of the incentive pool is allocated to employees generally subject to continued employment of one-year from the acquisition date.
1 unchanged sentence
Amounts attributable to the remaining incentive pool and transaction bonus will be expensed in the post-Acquisition period over the requisite service period.
−Removed: Acquisition-related costs totaled $ 11.2 million for the fiscal year ended January 31, 2025.
+Added: As of September 1, 2025, all remaining payments related to the incentive pool were settled in cash for $ 18.2 million.
+Added: In aggregate, incentive pool payments totaled $ 19.9 million, with forfeitures amounting to $ 0.1 million.
+Added: Acquisition-related costs related to Hearsay totaled $ 11.2 million for the fiscal year ended January 31, 2026.
These costs were expensed as incurred and include $ 8.8 million related to the portion of the incentive pool attributable to Hearsay founders and early employees, as well as professional fees.
−Removed: Acquisition-related costs are presented within general and administrative expense in the Company's consolidated statement of operations and comprehensive loss.
−Removed: The Company's financial results for the fiscal year ended January 31, 2025 reflect inclusion of the business operations of Hearsay from the Acquisition Date, which contributed $ 33.2 million of revenue.
−Removed: Due to the continued integration of the combined business, it was impractical to determine the impact on earnings.
−Removed: The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Acquisition Date:
+Added: Acquisition-related costs are presented within general and administrative expense in the Company's consolidated statement of operations and comprehensive income (loss).
+Added: The following table summarizes the purchase price allocation of the fair values of the assets acquired and liabilities assumed at the acquisition date:
(amounts in thousands)
15 unchanged sentences
Total consideration (4)(5)
−Removed: (1) Other long term assets includes a $ 5.9 million indemnification asset, with the underlying indemnified liability of $ 6.2 million recorded within
−Removed: other long term liabilities.
−Removed: (2) Included within other long term liabilities is a deferred tax liability of approximately $ 3.4 million.
+Added: (1) Other long term assets includes a $ 5.9 million indemnification asset, with the underlying indemnified liability of $ 6.2 million recorded within other long term liabilities.
+Added: (2) Included within other long term liabilities is a deferred tax liability of $ 3.6 million.
+Added: (3) Inclusive of measurement period adjustments of $ 0.7 million recorded during the three months ended April 30, 2025.
(4) Inclusive of post-closing adjustments of less than $ 0.1 million.
−Removed: The Company determined the fair value of assets acquired and liabilities assumed by using available market information and various valuation methods that require judgement related to estimates.
−Removed: The preliminary fair value estimates and assumptions regarding certain tangible assets acquired and liabilities assumed, and the valuation of intangible assets acquired, income taxes and contingent consideration are subject to change as additional information is obtained during the measurement period.
−Removed: During the fiscal year ended January 31, 2025, the Company refined its estimates pertaining to the valuation of intangibles which resulted in an increase of $ 9.9 million in intangible assets and $ 1.7 million in deferred tax liabilities.
−Removed: Additionally, the Company increased the useful life of the customer relationships asset from 12 years to 13 years.
+Added: (5) Inclusive of measurement period adjustments of $ 0.3 million related to contingent consideration recorded during the three months ended April 30, 2025.
+Added: The Company determined the fair value of assets acquired and liabilities assumed by using available market information and various valuation methods that require judgment related to estimates.
+Added: During the fiscal year ended January 31, 2026, the Company refined its estimates pertaining to the valuation of intangibles which resulted in an increase of $ 9.9 million in intangible assets, a $ 1.7 million increase in deferred tax liabilities, as well as an increase to the useful life of the customer relationships from 12 years to 13 years.
+Added: During the three months ended April 30, 2025, the Company further refined its estimates in connection with finalizing its valuation of intangible assets.
+Added: Additional measurement period adjustments were recorded resulting in an increase of $ 0.7 million in
+Added: intangible assets and a $ 0.2 million increase in deferred tax liabilities.
See Note 7 "Goodwill and Intangible Assets" for additional information.
2 unchanged sentences
At the acquisition date, the associated indirect tax liability was recorded at the estimated fair value of $ 6.2 million within other long term liabilities, and the Company recorded an indemnification asset up to the amount of the escrow fund balance of $ 5.9 million.
−Removed: In October 2024, initial filings to settle this matter with the Canada Revenue Agency were initiated and an initial payment of $ 1.9 million was made.
−Removed: As of January 31, 2025, the remaining indirect tax liability was $ 4.5 million.
+Added: In October 2024, initial filings to settle this matter with the Canada Revenue Agency were initiated and to date, payments of $ 2.0 million have been made.
+Added: During the three months ended April 30, 2025, the Company was notified by the Canada Revenue Agency that the matter was effectively settled, at which point the remaining indirect tax liability was released.
Goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets and is attributable primarily to expected synergies and the assembled workforce of Hearsay.
1 unchanged sentence
Intangible Assets
−Removed: The following table sets forth the preliminary amounts, allocated to the intangible assets identified and their estimated useful lives as of the Acquisition Date:
−Removed: Identifiable Intangible Assets Acquired Approximate Fair Value
−Removed: (In thousands) Estimated Useful Life
+Added: The following table sets forth the amounts, allocated to the intangible assets identified and their estimated useful lives as of the acquisition date:
+Added: Identifiable Intangible Assets Acquired Fair Value
+Added: (In thousands)
+Added: Estimated Useful Life
(In years) Classification of Amortization
13 unchanged sentences
Revenue $ 452,129
−Removed: $ ( 25,225 ) $ ( 51,878 )
+Added: Net loss $ ( 25,225 )
+Added: Places Scout Acquisition
+Added: On February 7, 2025, the Company completed its acquisition of KabanaSoft, LLC, doing business as Places Scout (“Places Scout”), for a purchase price of $ 20.3 million in cash, subject to customary adjustments as set forth in the Unit Purchase Agreement.
+Added: The acquisition strengthens the Company's ability to provide best-in-class competitive intelligence, benchmarking, and AI-powered insights.
+Added: The purchase price of $ 20.3 million was allocated to intangible assets including technology and customer relationships, totaling $ 5.6 million and $ 0.9 million, respectively, and the remaining $ 13.8 million was allocated to goodwill.
+Added: The goodwill recognized is deductible for income tax purposes.
+Added: In connection with the acquisition, the Company also agreed to grant approximately $ 10.0 million of incentive equity awards to certain key employees of Places Scout.
+Added: These awards are subject to continued employment and are expensed in the post-acquisition period over the requisite service period associated with the awards of two years .
+Added: Pro forma results of operations for this acquisition were not presented as the effects were not material to the Company's financial results.
Investments in Marketable Securities
3 unchanged sentences
Money market funds $ 36,227 $ — $ — $ 36,227
+Added: Commercial paper 29,904 — ( 9 ) 29,895
+Added: treasury securities 29,876 — — 29,876
Total marketable securities $ 96,007 $ — $ ( 9 ) $ 95,998
2 unchanged sentences
Money market funds $ 36,371 $ — $ — $ 36,371
−Removed: treasury securities 82,642 — ( 7 ) 82,635
Total marketable securities $ 36,371 $ — $ — $ 36,371
As of January 31, 2026 and 2025, the Company's marketable securities have a maturity of 90 days or less and are classified as cash and cash equivalents.
−Removed: During the fiscal years ended January 31, 2025, 2024 and 2023, the Company had no material reclassification adjustments from accumulated other comprehensive loss to net loss.
−Removed: The Company classifies interest income on investments in marketable securities, amortization of premiums and discounts, and realized gains and losses on securities available for sale within interest income in the consolidated statements of operations and comprehensive loss.
+Added: During the fiscal years ended January 31, 2026, 2025 and 2024, the Company had no material reclassification adjustments from accumulated other comprehensive (loss) income to net income.
+Added: The Company classifies interest income on investments in marketable securities, amortization of premiums and discounts, and realized gains and losses on securities available for sale within interest income in the consolidated statements of operations and comprehensive income (loss).
The Company regularly reviews its debt securities and monitors the surrounding economic conditions to assess the risk of expected credit losses.
8 unchanged sentences
quoted prices in markets with insufficient volume or infrequent transactions (less active markets);
−Removed: or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
+Added: or model-derived
+Added: valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 inputs are based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability.
3 unchanged sentences
Money market funds $ 36,227 $ — $ — $ 36,227
+Added: Commercial paper — 29,895 — 29,895
+Added: treasury securities — 29,876 — 29,876
Total assets $ 36,227 $ 59,771 $ — $ 95,998
5 unchanged sentences
Money market funds $ 36,371 $ — $ — $ 36,371
−Removed: treasury securities — 82,635 — 82,635
Total assets $ 36,371 $ — $ — $ 36,371
−Removed: (1) As of January 31, 2025, contingent consideration includes $ 26.9 million classified as current and $ 18.1 million classified as non-current.
+Added: Contingent consideration $ — $ — $ 45,000 $ 45,000
+Added: Total liabilities $ — $ — $ 45,000 $ 45,000
The Company’s cash equivalents and marketable securities for the periods presented were valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs and were classified as Level 1 or Level 2, accordingly.
−Removed: As of January 31, 2025, the Company measured its contingent consideration associated with the Acquisition, on a recurring basis using significant unobservable inputs, classified as Level 3.
+Added: The Company measured its contingent consideration associated with the Hearsay acquisition, on a recurring basis using significant unobservable inputs, classified as Level 3.
Contingent Consideration
1 unchanged sentence
The Company generally determines the fair value of contingent consideration using the Real Options Method that employs a Monte Carlo simulation model.
−Removed: Each reporting period thereafter, these obligations are revalued and changes in their fair values are recorded within general and administrative expenses within the consolidated statements of operations and comprehensive loss.
+Added: Each reporting period thereafter, these obligations are revalued and changes in their fair values are recorded within general and administrative expenses within the consolidated statements of operations and comprehensive income (loss).
Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones.
1 unchanged sentence
Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the fair value and corresponding changes in fair value of the contingent consideration the Company records in any given period.
−Removed: In connection with the Acquisition, the estimated fair value of the contingent consideration incorporates projected ARR values inclusive of revenue synergies and growth rates, as well as other key inputs.
+Added: In connection with the Hearsay acquisition, the estimated fair value of the contingent consideration incorporates projected ARR values inclusive of revenue synergies and growth rates, as well as other key inputs.
The key inputs as of January 31, 2026 are outlined below:
1 unchanged sentence
Revenue beta 0.29
−Removed: Expected timing of payment FY 2026 - FY 2027
+Added: Expected timing of payment FY 2027
Discount rate 8.84 % - 8.90 %
1 unchanged sentence
(in thousands)
−Removed: Balance as of August 1, 2024 $ 39,500
−Removed: Change in fair value 5,500
Balance as of January 31, 2025
+Added: Measurement period adjustment 300
+Added: Changes in fair value (1)
+Added: Payments made in the period
+Added: Balance as of January 31, 2026
+Added: (1) Changes in fair value during fiscal year ended January 31, 2026, were primarily driven by a decline in the estimated achievement of the defined milestones.
Goodwill and Intangible Assets
2 unchanged sentences
The test for impairment is conducted annually each November 1 st , or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
−Removed: On August 1, 2024, the Acquisition was completed, resulting in the following changes in the carrying amount of goodwill for the fiscal year ended January 31, 2025, inclusive of measurement period adjustments.
−Removed: See Note 4 "Business Combination" for additional information.
+Added: On February 7, 2025, the Company completed its acquisition of Places Scout and during the three months ended April 30, 2025, the Company recorded additional measurement period adjustments upon finalizing the accounting for its acquisition of Hearsay, which resulted in the following changes in the carrying amount of goodwill.
+Added: See Note 4 "Business Combinations" for additional information.
The following table presents a reconciliation of the beginning and ending balances of goodwill:
+Added: (in thousands)
Balance as of January 31, 2025
−Removed: Goodwill acquired - Hearsay Social, Inc 100,530
−Removed: Measurement period adjustments ( 8,101 )
+Added: Goodwill acquired - Places Scout 13,801
+Added: Measurement period adjustments related to Hearsay acquisition ( 189 )
Effect of foreign currency translation on Goodwill acquired 407
3 unchanged sentences
Intangible Assets
−Removed: The Company’s intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from 3 to 15 years.
+Added: The Company’s intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from approximately 2 to 15 years.
Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
2 unchanged sentences
However, if certain events occur or circumstances change, it may be necessary to record impairment charges in the future.
−Removed: Amortization expense was $ 7.1 million for the fiscal year ended January 31, 2025, and less than $ 0.1 million for each the fiscal years ended January 31, 2024 and 2023, respectively.
+Added: Amortization expense was $ 16.3 million and $ 7.1 million for the fiscal years ended January 31, 2026 and 2025, respectively, and less than $ 0.1 million for the fiscal year ended January 31, 2024.
The gross carrying amount and accumulated amortization of intangible assets other than goodwill are as follows:
16 unchanged sentences
Domains $ 365 $ ( 221 ) $ 144 6.0
+Added: Customer relationships 76,200 ( 2,931 ) 73,269 12.5
+Added: 24,200 ( 4,033 ) 20,167 2.5
+Added: Trademarks 800 ( 133 ) 667 2.5
Total as of January 31, 2025
$ 101,565 $ ( 7,318 ) $ 94,247 10.1
−Removed: (1 ) Recognized in connection with the Acquisition.
+Added: (1) Includes amounts recognized in connection with the acquisitions of Hearsay and Places Scout of $ 76.2 million and $ 0.9 million, respectively.
+Added: (2) Includes amounts recognized in connection with the acquisitions of Hearsay and Places Scout of $ 24.8 million and $ 5.6 million, respectively.
+Added: (3) Includes amounts recognized in connection with the acquisition of Hearsay of $ 0.9 million.
The estimated future aggregate amortization expense as of January 31, 2026 is as follows (in thousands):
19 unchanged sentences
Depreciation expense was $ 10.7 million, $ 11.4 million and $ 15.8 million for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.
+Added: During the fiscal year ended January 31, 2026, the Company subleased a floor related to its corporate headquarters and was in the process of subleasing an additional floor as of January 31, 2026.
+Added: In connection with these arrangements, the Company recorded a $ 2.1 million impairment loss related to leasehold improvements.
+Added: See Note 14 "Leases" for additional information.
Accounts Payable, Accrued Expenses and Other Current Liabilities
8 unchanged sentences
Other current liabilities (2)(3)
+Added: 13,878 27,351
Total accounts payable, accrued expenses and other current liabilities $ 52,528 $ 70,022
−Removed: (1) As of January 31, 2025, accrued employee compensation included $ 8.6 million related to the portion of the incentive pool and other retention arrangements where continuing service is required arising from the Acquisition.
−Removed: (2) As of January 31, 2025, other current liabilities included $ 9.7 million payable to Hearsay owners in connection with escrow funds held by Yext related to indemnity claims in connection with the Acquisition.
−Removed: (3) As of January 31, 2025, other current liabilities included $ 8.8 million related to the incentive pool allocated to founders and early employees in connection with the Acquisition.
+Added: (1) As of January 31, 2026 and January 31, 2025, accrued employee compensation included $ 0.7 million and $ 8.6 million, respectively, related to the portion of the incentive pool and other retention arrangements where continuing service is required arising from the Hearsay acquisition.
+Added: (2) As of January 31, 2025, other current liabilities included $ 9.7 million payable to Hearsay owners in connection with escrow funds held by Yext related to indemnity claims in connection with the Hearsay acquisition.
+Added: During the fiscal year ended January 31, 2026, the escrow balances were fully released and the corresponding liabilities were settled.
+Added: (3) As of January 31, 2025, other current liabilities included $ 8.8 million, related to the incentive pool allocated to founders and early employees in connection with the Hearsay acquisition.
+Added: Payments to settle this liability were made during the fiscal year ended January 31, 2026.
Stock-Based Compensation
38 unchanged sentences
As of January 31, 2026, there was approximately $ 47.8 million of total unrecognized compensation cost related to unvested stock-based awards, which is expected to be recognized over an estimated remaining weighted-average vesting period of approximately 1.78 years.
−Removed: In addition, certain liability classified awards were granted in connection with the Acquisition and relate to portions of the incentive pool and earnout that generally vest over one year from the Acquisition Date.
+Added: In addition, certain liability classified awards were granted in connection with the Hearsay acquisition and relate to portions of the incentive pool and earnout that generally vest over one year from the Hearsay acquisition date.
These awards may be settled in cash or shares at the Company's election, and are measured at fair value at each reporting date based on their expected value, with compensation cost being recognized over the related service period.
−Removed: The corresponding liabilities associated with these awards are included within accounts payable, accrued expenses and other current liabilities, and other long term liabilities on the Company's consolidated balance sheet depending on the estimated settlement date of the award.
+Added: The corresponding liabilities associated with these awards are included within accounts payable, accrued expenses and other current liabilities on the Company's consolidated balance sheet until settlement.
The following table summarizes the Company's compensation expense for liability classified awards for the periods presented:
64 unchanged sentences
These awards vest over approximately a one to two-year period.
−Removed: The PSUs granted by the Company contain market and service conditions, and the fair value of these awards is determined using a Monte Carlo simulation model on the date of grant.
−Removed: Stock-based compensation expense associated with PSUs is recognized using the accelerated attribution method and recognized over the requisite service period.
+Added: During the fiscal year ended January 31, 2026, the Company granted 1,025,000 PSUs to certain executives which vest over approximately a two-year period based upon continued service and the achievement of pre-determined ARR and Adjusted EBITDA margin growth metrics.
+Added: The total number of shares that are eligible to vest ranges from 0 % to 250 % of the target PSUs.
+Added: The Company measures the fair value of PSUs on the grant date of the award and applies a Monte Carlo simulation model when the award contains market conditions.
+Added: Stock-based compensation expense is recognized using the accelerated attribution method over the requisite service period.
+Added: For PSUs with performance conditions, stock-based compensation is recognized when it becomes probable that the underlying performance targets will be achieved.
The following table summarizes the activity related to the Company’s PSUs:
3 unchanged sentences
Granted 1,025,000 $ 7.17
+Added: Vested ( 391,875 ) $ 5.69
Forfeited or canceled ( 303,125 ) $ 6.11
1 unchanged sentence
3,825,000 $ 6.31
−Removed: As of January 31, 2025, the market conditions accompanying the PSUs were not satisfied and therefore, no shares vested.
During the fiscal years ended January 31, 2026, 2025 and 2024, the Company recognized stock-based compensation expense related to PSUs of approximately $ 9.1 million, $ 8.3 million and $ 4.6 million, respectively.
16 unchanged sentences
Share Repurchase Program
−Removed: In March 2022, the Company's Board of Directors authorized a $ 100.0 million share repurchase program of the Company’s common stock.
−Removed: In September 2023, the Board of Directors authorized an additional $ 50.0 million to the share repurchase program.
+Added: In March 2022, the Company's Board of Directors authorized a $ 100.0 million share repurchase program of the Company’s common stock, which was increased by an additional $ 50.0 million in September 2023 and an additional $ 50.0 million in March 2025.
During the fiscal year ended January 31, 2026, 9,417,849 shares were purchased for a total cost of $ 67.0 million, excluding broker commissions.
As of January 31, 2026, a total of 28,930,297 shares have been purchased for a total cost of $ 185.1 million since the commencement of the program, excluding broker commissions, and approximately $ 14.9 million remained available for future purchases.
−Removed: In March 2025, the Board of Directors authorized an additional $ 50.0 million to the share repurchase program.
As part of the share repurchase program, shares may be purchased in open market transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
1 unchanged sentence
The repurchase program does not obligate the Company to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases.
+Added: On February 10, 2026, the Company announced the commencement of an issuer self-tender offer (the "Tender Offer") to purchase for cash up to $ 180.0 million in value of shares of common stock of the Company at price of not less than $ 5.75 nor greater than $ 6.50 per share, to the seller in cash, less any applicable withholdings and without interest, upon the terms and subject to the conditions described in the offer to purchase and the related letter of transmittal filed with the SEC on February 10, 2026, as each may be amended time to time.
+Added: The Tender Offer was originally scheduled to expire on March 12, 2026.
+Added: On March 4, 2026, the Company decreased the maximum aggregate purchase price of shares to be repurchased in the Tender Offer to $ 140.0 million and extended the expiration date to March 18, 2026, unless further extended or earlier terminated.
+Added: See Note 18 "Subsequent Events" for additional information.
+Added: Silicon Valley Bank
On March 11, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with Silicon Valley Bank (“SVB”).
10 unchanged sentences
The revolving loan facility provides for borrowings up to the amount of the facility with sub-limits of up to (i) $ 30.0 million to be available for the issuance of letters of credit and (ii) $ 10.0 million to be available for swingline loans.
−Removed: As amended, the revolving loans bear interest, at the Company’s election, at an annual rate based on SOFR or a base rate.
−Removed: Loans based on SOFR shall bear interest at a rate between SOFR plus 1.75 % and SOFR plus 2.25 %, depending on the Company’s consolidated total leverage ratio and subject to a SOFR floor of 1.00 %.
−Removed: Loans based on the base rate shall bear interest at a rate between the base rate minus 1.25 % and the base rate minus 0.75 %, depending on the Company’s consolidated total leverage ratio.
−Removed: The Company is also obligated to pay a commitment fee on the unused portion of the facility at a rate of 0.25 % per annum.
−Removed: The obligations under the Credit Facility are secured by a lien on substantially all of the Company's tangible and intangible property and by a pledge of all of the Company's equity interests of material direct and indirect domestic subsidiaries and 66 % of each class of capital stock of any material first-tier foreign subsidiaries, subject to limited exceptions.
−Removed: The Credit Facility contains customary affirmative and negative covenants and restrictions, as well as financial covenants that require us to maintain minimum liquidity of $ 35.0 million at all times and a consolidated total leverage ratio of no greater than 3.00 to 1.00, tested on a quarterly basis.
+Added: On May 15, 2025, in connection with the May 2025 Credit Agreement entered into with BlackRock, the Credit Facility with SVB was terminated and was accounted for as a debt extinguishment.
+Added: No amounts were drawn under the facility at the time of termination, and all remaining unamortized issuance costs were written off, which were immaterial.
+Added: On May 15, 2025, the Company entered into the May 2025 Credit Agreement which provides for (i) a senior secured initial term loan facility (the “Initial Term Loan Facility”) in an aggregate principal amount of up to $ 100.0 million, (ii) a secured delayed draw term loan facility in an aggregate principal amount of up to $ 50.0 million (the “Delayed Draw Term Loan Facility”), and (iii) an uncommitted secured discretionary delayed draw term loan facility in an aggregate principal amount of up to $ 50.0 million (the “Discretionary Delayed Draw Term Loan Facility”, and together with the Initial Term Loan Facility and the Delayed Draw Term Loan Facility, the “Term Loan Facilities” and borrowings under the Term Loan Facilities, the "Term Loans").
+Added: The Term Loan Facilities mature on May 15, 2030.
+Added: The Company borrowed $ 100.0 million under the Initial Term Loan Facility on May 15, 2025 and borrowed $ 50.0 million under the Delayed Draw Term Loan Facility on March 6, 2026.
+Added: The proceeds of the term loans made under the Initial Term Loan Facility were used to repay existing debt and related fees and expenses associated with Term Loan Facilities, with the remainder available for general corporate purposes, and the Company intends to use the proceeds of the term loans made under the Delayed Draw Term Loan Facility in connection with the Tender Offer.
+Added: See Note 18 "Subsequent Events" for additional information.
+Added: The Term Loan Facilities are held by a related party who was an equity holder of the Company on the Closing Date and as of January 31, 2026.
+Added: The Company includes shareholders holding more than 5% of the voting securities within its definition of related parties.
+Added: The Term Loan Facilities bear interest, at the Company's option, at an annual rate based on an adjusted term SOFR rate or a base rate.
+Added: Term Loans based on the adjusted term SOFR rate shall bear interest at a per annum rate equal to term SOFR (subject to a 1.00 % floor) plus 5.25 %.
+Added: Term Loans based on the base rate shall bear interest at a per annum rate equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds effective rate then in effect, plus 0.50 % per annum, (iii) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00 % per annum, and (iv) 2.00 %, in each case, plus a margin of 4.25 %.
+Added: Interest is due and payable quarterly in arrears, in the case of Term Loans bearing interest at the base rate, and at the end of an interest period (or quarterly, in the case of any interest period longer than 3 months), in the case of Term Loans bearing interest at the adjusted term SOFR rate.
+Added: As of January 31, 2026, interest on the Term Loan Facilities was based on an adjusted term SOFR rate.
+Added: The obligations under the May 2025 Credit Agreement are guaranteed by certain of the Company's subsidiaries and secured by a lien on substantially all of the Company's property and certain subsidiary guarantors.
+Added: The May 2025 Credit Agreement contains customary affirmative and negative covenants and restrictions that, among other things, restrict the Company and the Company's subsidiaries' ability to repurchase stock, incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate.
+Added: The May 2025 Credit Agreement also contains financial covenants that require the Company to maintain minimum qualified cash of at least $ 35.0 million at all times and minimum consolidated EBITDA for relevant test periods, tested on a quarterly basis.
+Added: The May 2025 Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events.
+Added: Non-compliance with one or more of the covenants and restrictions or the occurrence of an event of default
+Added: could result in the full or partial principal balance of the May 2025 Credit Agreement becoming immediately due and payable and termination of the commitments.
+Added: The Term Loans are subject to certain mandatory prepayment events, including an excess cash flow sweep of up to 30 % for excess cash flow periods in which annualized recurring revenue is less than $ 350.0 million.
+Added: In connection with the May 2025 Credit Agreement, the Company incurred original issue discount costs of $ 1.0 million and debt issuance costs of $ 0.8 million.
+Added: These costs will be amortized to interest expense over the term of the Term Loan Facilities using the effective interest method.
As of January 31, 2026, the Company was in compliance with all debt covenants.
−Removed: As of such date, the $ 50.0 million revolving loan facility had $ 36.6 million available and $ 13.4 million in letters of credit allocated as security in connection with office space.
−Removed: The domestic and international components of the Company's loss from operations before income taxes are as follows:
+Added: The following table sets forth the Company’s debt obligations for the period presented:
+Added: (in thousands) January 31, 2026
+Added: Principal $ 100,000
+Added: Unamortized original issue discount and debt issuance costs ( 2,041 )
+Added: Net carrying amount $ 97,959
+Added: As of January 31, 2026, the fair value of the Term Loan approximates its carrying value and is classified as Level 2 in the fair value hierarchy.
+Added: See Note 6 "Fair Value of Financial Instruments" for further discussion on the fair value hierarchy.
+Added: The domestic and international components of the Company's income (loss) from operations before income taxes are as follows:
Fiscal year ended January 31,
2 unchanged sentences
International 6,646 5,291 4,106
−Removed: Loss from operations before income taxes $ ( 28,058 ) $ ( 338 ) $ ( 63,858 )
−Removed: The Company's provision for income taxes is comprised of the following:
+Added: Income (loss) from operations before income taxes
+Added: $ 40,126 $ ( 28,058 ) $ ( 338 )
+Added: The Company's (provision for) benefit from income taxes is comprised of the following:
Fiscal year ended January 31,
8 unchanged sentences
Total deferred 106 3,425 ( 75 )
−Removed: Total benefit from (provision for) income taxes $ 110 $ ( 2,292 ) $ ( 2,080 )
−Removed: The Company’s current tax provision is primarily attributable to profitable jurisdictions outside of the United States (U.S.) and U.S.
+Added: Total (provision for) benefit from income taxes
+Added: $ ( 2,255 ) $ 110 $ ( 2,292 )
+Added: The Company’s current tax provision for the fiscal years ended January 31, 2026 and 2025, is primarily attributable to profitable jurisdictions outside of the United States (U.S.) and U.S.
state income taxes due to limitations imposed on state operating loss ("NOLs") carryforwards and state margin tax.
−Removed: During the fiscal year ended January 31, 2025, the Company recorded a tax benefit of $ 3.4 million from a partial release of the valuation allowance in connection with the Acquisition.
+Added: During the fiscal year ended January 31, 2025, the Company recorded a deferred tax benefit of $ 3.4 million from a partial release of the valuation allowance in connection with the Hearsay acquisition.
The net deferred tax liability from the acquisition provided a source of additional income to support the realizability of the Company's pre-existing deferred tax assets and as a result, the Company released a portion of its valuation allowance.
−Removed: The Company reconciled its income taxes at the federal statutory income tax rate to the provision for income taxes included within its consolidated statements of operations and comprehensive loss.
−Removed: The Company elected to account for its Global Intangible Low-Taxed Income as an expense in the period it is incurred.
−Removed: The reconciliation is as follows:
+Added: The Company has elected to prospectively adopt the guidance in ASU 2023-09 Income taxes (Topic 740):
+Added: Improvements to Income Taxes Disclosures.
+Added: The following table is a reconciliation of the U.S.
+Added: federal statutory rate of 21% to the Company's effective tax rate for the year ended January 31, 2026 in accordance of the guidance in ASU 2023-09:
Fiscal year ended January 31, 2026
+Added: (in thousands) Dollars
+Added: Federal Statutory Tax Rate $ 8,426 21.00 %
+Added: State and local income tax, net of federal income tax effect (1)
+Added: Foreign tax effects:
+Added: Adjustments to deferred tax assets (NOL expiration)
+Added: FX adjustment
+Added: ( 603 ) ( 1.50 %)
+Added: Other ( 118 ) ( 0.29 %)
+Added: Other foreign jurisdictions 396 0.99 %
+Added: Effect of cross-border tax laws:
+Added: Global intangible low-taxed income 1,062 2.65 %
+Added: Other 191 0.47 %
+Added: R&D credit ( 2,532 ) ( 6.31 %)
+Added: Changes in valuation allowances ( 2,479 ) ( 6.18 %)
+Added: Nontaxable or nondeductible items:
+Added: Stock-based compensation 1,814 4.52 %
+Added: Executive compensation 2,461 6.13 %
+Added: Contingent consideration ( 6,336 ) ( 15.79 %)
+Added: Other 1,469 3.66 %
+Added: Changes in unrecognized tax benefits ( 28 ) ( 0.07 %)
+Added: Other 223 0.55 %
+Added: Excess tax benefits ( 2,806 ) ( 6.99 %)
+Added: Total tax provision $ 2,255 5.62 %
+Added: (1) State taxes in California, Pennsylvania, Texas, and Virginia made up the majority (greater than 50 percent) of the tax effect in this category.
+Added: The following table is a reconciliation of the U.S.
+Added: federal statutory rate of 21 % to the Company's effective tax rate for the year ended January 31, 2025 and 2024 in accordance with the guidance prior to the adoption of ASU 2023-09:
+Added: Fiscal year ended January 31,
(in thousands) 2025 2024
−Removed: federal tax (provision) benefit at statutory rate $ 5,892 $ 71 $ 13,410
+Added: federal tax benefit at statutory rate $ 5,892 $ 71
State taxes, net of federal benefit 2,711 ( 1,286 )
5 unchanged sentences
Stock-based compensation ( 758 ) ( 1,593 )
−Removed: Net excess tax benefits (shortfalls) from stock-based compensation ( 1,334 ) 213 ( 6,498 )
+Added: Net excess tax (shortfalls) benefits from stock-based compensation ( 1,334 ) 213
Return to provision adjustment ( 56 ) ( 25 )
3 unchanged sentences
Total benefit from (provision for) income taxes $ 110 $ ( 2,292 )
+Added: The following table represents income taxes paid (net of refund received) for the year ended January 31, 2026 in accordance with the guidance in ASU 2023-09:
+Added: (in thousands) Fiscal Year Ended January 31, 2026
+Added: Foreign 2,696
+Added: Total income taxes paid $ 3,569
+Added: Income taxes paid in individual jurisdictions exceeding 5% of total income taxes paid for the year ended January 31, 2026 is as follows:
+Added: (in thousands) Fiscal Year Ended January 31, 2026
+Added: United Kingdom $ 763
+Added: California 334
+Added: Hungary $ 230
Deferred Income Taxes
13 unchanged sentences
Capitalized research & experimental expenditures 32,678 51,062
−Removed: Intangible assets — 10,803
Other 2,325 1,451
3 unchanged sentences
Deferred tax liabilities:
−Removed: Property and equipment — ( 732 )
Costs to obtain revenue contracts ( 5,820 ) ( 5,916 )
3 unchanged sentences
Total deferred tax liabilities ( 29,672 ) ( 37,514 )
−Removed: Net deferred tax liability
+Added: Net deferred tax liabilities
$ ( 162 ) $ ( 106 )
4 unchanged sentences
As of January 31, 2026, for federal income tax purposes, the Company had $ 32.0 million of gross U.S.
−Removed: federal research and development tax credits carryforwards which expire starting in fiscal 2037.
+Added: federal research and development tax credits carryforwards which expire starting in fiscal 2037, and $ 0.3 million of gross state research and development credits which expires starting in fiscal 2034.
Utilization of the Company’s NOLs and tax credit carryforwards in the future will be dependent upon its ability to generate taxable income and could be limited due to ownership changes, as defined under the provisions of Section 382 of the Code and similar state provisions.
3 unchanged sentences
Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome.
−Removed: During the fiscal year ended January 31, 2025, the valuation allowance had a net increase of $ 2.1 million from approximately $ 169.5 million to $ 171.6 million, primarily due to increases in U.S.
−Removed: deferred tax assets resulting from capitalization and amortization of research and development expenses, and generation of U.S.
−Removed: research and development tax credits, then netted with the net deferred tax liability from the Acquisition and impact of NOLs utilized in the current period.
+Added: During the fiscal year ended January 31, 2026, the valuation allowance had a net decrease of $ 2.7 million from approximately $ 171.6 million to $ 168.9 million, primarily due to decreases in U.S.
+Added: deferred tax assets resulting from capitalization and amortization of research and development expenses, netted with the generation of U.S.
+Added: research and development tax credits and NOLs in the current period.
During the fiscal year ended January 31, 2025, the valuation allowance increased $ 2.1 million from approximately $ 169.5 million to $ 171.6 million, primarily due to increases in U.S.
−Removed: deferred tax assets resulting from
−Removed: capitalization and amortization of research and development expenses, and generation of U.S.
−Removed: research and development tax credits, then netted with the impact of NOLs utilized in the current period.
+Added: deferred tax assets resulting from capitalization and amortization of research and development expenses, and generation of U.S.
+Added: research and development tax credits, then netted with the net deferred tax liability from the Hearsay acquisition
+Added: and impact of NOLs utilized.
The Company will continue to assess the realizability of the deferred tax assets in each applicable jurisdiction going forward.
1 unchanged sentence
The Company generally does not provide deferred income taxes for the undistributed earnings of its foreign subsidiaries where the Company intends to reinvest such earnings indefinitely.
+Added: The Company maintains a mix of assertions across the various jurisdictions where foreign subsidiaries are located.
During the current year, the Company changed its assertion with respect to certain subsidiaries' undistributed earnings;
−Removed: however, the Company does not expect any incremental U.S.
−Removed: income taxes or local withholding taxes.
−Removed: For the remaining subsidiaries that are permanently reinvested as of January 31, 2025, the Company's undistributed foreign earnings and unrecorded deferred income taxes are not material.
+Added: however, any incremental U.S.
+Added: income taxes or local withholding taxes are not material.
A reconciliation of the beginning and ending balance of total unrecognized tax benefits for the fiscal years ended January 31, 2026, 2025, and 2024 is as follows:
9 unchanged sentences
End of period $ 7,174 $ 6,531 $ 4,920
−Removed: During the fiscal year ended January 31, 2024, the Company completed an analysis of its historical U.S.
−Removed: research and development tax credits and recorded a corresponding increase in the uncertain tax position.
−Removed: The Company recognizes accrued interest and penalties related to unrecognized tax benefits within benefit from (provision for) income taxes.
−Removed: The Company did not recognize interest and penalties in fiscal years ended January 31, 2025 and 2024, and recognized insignificant amounts in fiscal 2023.
−Removed: As of January 31, 2025 and 2024, none of the accrued unrecognized tax benefits, if recognized, would increase the benefit from or reduce the (provision for) income taxes, respectively, or the Company's effective tax rate.
−Removed: The Company does not expect any unrecognized tax benefits to be recognized within the next 12 months.
+Added: The Company did not recognize interest and penalties in fiscal years ended January 31, 2026 and 2025, and 2024.
+Added: As of January 31, 2026 and 2025, none of the accrued unrecognized tax benefits, if recognized, would reduce the provision for or increase the benefit from income taxes, respectively, or the Company's effective tax rate.
The Company is subject to income tax examinations in the United States and various state and foreign jurisdictions.
3 unchanged sentences
The operating lease arrangements included in the measurement of lease liabilities had a weighted-average remaining lease term of 4.9 years and a weighted-average discount rate of 6.0 %, as of January 31, 2026.
−Removed: During the fiscal year ended January 31, 2025, the Company paid $ 17.2 million for amounts included in the measurement of lease liabilities and obtained $ 0.4 million of operating lease right-of-use assets in exchange for lease obligations in connection with the Acquisition.
+Added: During the fiscal year ended January 31, 2026, the Company paid $ 19.6 million for amounts included in the measurement of lease liabilities and obtained $ 0.7 million of operating lease right-of-use assets in exchange for lease obligations.
The following table summarizes the Company's lease expense for the periods presented:
6 unchanged sentences
Operating lease expense is recognized on a straight-line basis over the term of the arrangement beginning on the lease commencement date for lease arrangements that have an initial term greater than twelve months and therefore are recorded on the balance sheet.
+Added: Upon impairment of an operating lease, lease expense is recognized based on accretion of the lease liability and amortization of the right of use asset which is recorded on a straight-line basis through the end of remaining the lease term.
Short-term lease expense is recognized on a straight-line basis over the lease term for lease arrangements that have an initial term of 12 months or less and therefore are not recorded on the balance sheet.
5 unchanged sentences
2032 and thereafter
−Removed: Total gross operating lease payments 113,793
−Removed: tenant allowances —
−Removed: Total net operating lease payments 113,793
+Added: Total operating lease payments
imputed interest ( 13,008 )
Total lease liabilities, reflecting the present value of net lease payments $ 80,505
+Added: During the fiscal year ended January 31, 2026, the Company subleased a floor related to its corporate headquarters and was in the process of subleasing an additional floor as of January 31, 2026.
+Added: In connection with these arrangements, the Company recorded a $ 8.6 million impairment loss during the fiscal year ended January 31, 2026, of which $ 6.5 million was attributable to the right-of-use asset and $ 2.1 million to the related leasehold improvements.
+Added: The following table summarizes the Company’s impairment loss for the periods presented:
+Added: Fiscal year ended January 31,
+Added: (in thousands) 2026 2025 2024
+Added: Cost of revenue $ 2,528 $ — $ —
+Added: Sales and marketing 2,272 — —
+Added: Research and development 2,052 — —
+Added: General and administrative 1,700 — —
+Added: Total impairment loss
+Added: $ 8,552 $ — $ —
+Added: During the fiscal year ended January 31, 2026, the Company recorded $ 0.6 million of sublease income.
+Added: As of January 31, 2026, the Company's future cash inflows from subleases are as follows (in thousands):
+Added: Fiscal year ending January 31:
+Added: 2032 and thereafter
Commitments and Contingencies
14 unchanged sentences
Total $ 93,513 $ 64,273
−Removed: The Company may also be required to pay up to $ 75.0 million to the former holders of Hearsay's outstanding equity interests, subject to the achievement of certain ARR milestones over a two-year period, as well as make payments up to $ 20.0 million related to an incentive pool.
−Removed: Payments can be settled in cash or shares at the Company's election and are estimated to occur in fiscal years 2026 and 2027.
−Removed: Additionally, as of January 31, 2025, the remaining escrow balance of $ 15.5 million, held as partial security for certain indemnification obligations, is expected to be released following the resolution of the related contingencies.
+Added: In connection with the acquisition of Hearsay, an earnout arrangement exists where the Company may also be required to pay up to $ 75.0 million to the former holders of Hearsay's outstanding equity interests, subject to the achievement of certain ARR milestones over a two-year period.
+Added: Payments can be settled in cash or shares at the Company's election and the remaining payments are estimated to occur in fiscal year 2027.
+Added: As of January 31, 2026, $ 8.6 million was paid related to the first year of the earnout.
See Note 4 "Business Combination" for additional information.
+Added: As of January 31, 2026, an escrow balance pertaining to the Places Scout acquisition of $ 1.5 million was held as partial security for certain indemnification obligations, which was subsequently released in February 2026.
Legal Proceedings
5 unchanged sentences
The Company's arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party's intellectual property rights and/or if the Company breaches its contractual agreements with a customer or in instances of negligence, fraud or willful misconduct by the Company.
−Removed: To date, the Company has not incurred any material costs
−Removed: as a result of such obligations and has not accrued any significant liabilities related to such obligations in the accompanying consolidated financial statements.
+Added: To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any significant liabilities related to such obligations in the accompanying consolidated financial statements.
The Company has also agreed to indemnify certain of its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person's service as a director or officer, including any action by the Company, arising out of that person's services as the Company's director or officer or that person's services provided to any other company or enterprise at the Company's request.
1 unchanged sentence
The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.
−Removed: Net Loss Per Share Attributable to Common Stockholders
−Removed: The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders:
+Added: Net Income (Loss) Per Share Attributable to Common Stockholders
+Added: The Company computes basic net income (loss) per share using the weighted average number of common shares outstanding.
+Added: The Company computes diluted net income (loss) per share using the weighted average number of common shares outstanding plus the effect of potentially dilutive shares using the treasury stock method or the if-converted method depending on the arrangement.
+Added: The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders:
Fiscal year ended January 31,
(in thousands, except share and per share data) 2026 2025 2024
−Removed: Net loss attributable to common stockholders $ ( 27,948 ) $ ( 2,630 ) $ ( 65,938 )
−Removed: Weighted-average common shares outstanding 126,850,809 124,056,949 125,250,723
−Removed: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.22 ) $ ( 0.02 ) $ ( 0.53 )
−Removed: Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period.
−Removed: Unvested restricted stock, restricted stock units, and performance-based restricted stock units where the market conditions have not been met are excluded from the denominator of basic net loss per share.
−Removed: Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus common equivalent shares for the period, including any dilutive effect from such shares.
−Removed: Since the Company was in a net loss position for all periods presented, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive.
+Added: Basic net income (loss) per share:
+Added: Net income (loss) attributable to common stockholders
+Added: $ 37,871 $ ( 27,948 ) $ ( 2,630 )
+Added: Weighted-average common shares outstanding, basic
+Added: 123,563,958 126,850,809 124,056,949
+Added: Net income (loss) per share attributable to common stockholders, basic
+Added: $ 0.31 $ ( 0.22 ) $ ( 0.02 )
+Added: Diluted net income (loss) per share:
+Added: Net income (loss) $ 37,871 $ ( 27,948 ) $ ( 2,630 )
+Added: Fair value adjustment related to contingent consideration ( 28,600 ) — —
+Added: Net income (loss), diluted $ 9,271 $ ( 27,948 ) $ ( 2,630 )
+Added: Number of shares used in basic calculation 123,563,958 126,850,809 124,056,949
+Added: Dilutive effect of employee stock-based awards
+Added: 4,462,689 — —
+Added: Dilutive effect of incentive pool 666,445 — —
+Added: Dilutive effect of earnout arrangement 1,219,790 — —
+Added: Weighted-average common shares outstanding, diluted 129,912,882 126,850,809 124,056,949
+Added: Net income (loss) per share attributable to common stockholders, diluted $ 0.07 $ ( 0.22 ) $ ( 0.02 )
+Added: Since the Company was in a net loss position for the fiscal years ended January 31, 2025 and 2024, net loss per share attributable to common stockholders was the same on a basic and diluted basis in those periods, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive.
Anti-dilutive common equivalent shares were as follows:
7 unchanged sentences
Total anti-dilutive common equivalent shares 4,367,998 15,742,388 15,854,771
−Removed: (1) An additional 1.3 million shares of common stock may be awarded for certain PSUs based on the Company's total shareholder return ("TSR") relative to the TSR of companies in the S&P Software and Services Select Index over specified performance periods.
−Removed: See Note 10 "Stock-Based Compensation", for further discussion .
−Removed: In connection with the Acquisition, the Company may also be required to pay up to $ 75.0 million to the former holders of Hearsay's outstanding equity interests, subject to the achievement of certain ARR milestones over a two-year period.
−Removed: Payment can be settled in cash or shares at the Company's election.
−Removed: In addition, an incentive pool of $ 20.0 million is payable to Hearsay founders, early employees and current employees, which can be settled in cash or shares at the Company's election.
+Added: The earnout arrangement and incentive pool entered into in connection with the acquisition of Hearsay represent liability-classified arrangements that may be settled in cash or shares at the Company's election.
+Added: Diluted net income per share includes the effect of the potential share settlement associated with these arrangements when such effects are dilutive, for the period the arrangements were outstanding.
+Added: See Note 4 "Business Combinations" for additional information related to the earnout and incentive pool.
Segment Information
−Removed: The Company operates as one operating segment for which the CODM uses consolidated net (loss) income to measure segment profit or loss.
+Added: The Company operates as one operating segment for which the CODM uses consolidated net income (loss) to measure segment profit or loss.
This measure of segment profit or loss is used by the CODM to allocate resources and assess performance.
See Note 2 "Summary of Significant Accounting Policies" for more information about the Company's segment policy.
−Removed: The following table is a summary of the significant expenses and consolidated net loss provided to the CODM:
+Added: The following table is a summary of the significant expenses and consolidated net income (loss) provided to the CODM:
Fiscal year ended January 31,
12 unchanged sentences
58,681 83,553 41,390
−Removed: Consolidated net loss
+Added: Consolidated net income (loss)
$ 37,871 $ ( 27,948 ) $ ( 2,630 )
−Removed: (1) Excludes stock-based compensation expense, amortization of acquired intangibles and acquisition-related costs inclusive of transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements.
+Added: (1) Excludes i) stock-based compensation expense;
+Added: ii) amortization of acquired intangibles;
+Added: iii) acquisition-related costs inclusive of transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements;
+Added: iv) asset impairments;
+Added: v) strategic transaction costs related to Michael Walrath's non-binding proposal to acquire all outstanding shares of the Company;
+Added: and vi) payroll tax contingencies related to a one-time state payroll withholding tax audit.
The significant expense categories align with the information that is regularly provided to the CODM.
−Removed: (2) Other segment expenses include stock-based compensation expense, amortization of acquired intangibles and acquisition-related costs inclusive of transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements.
−Removed: Other segment expenses also include interest (income) expense, net, benefit from (provision for) income taxes and other expense (income), net.
+Added: (2) Other segment expenses include i) stock-based compensation expense;
+Added: ii) amortization of acquired intangibles;
+Added: iii) acquisition-related costs inclusive of transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements;
+Added: iv) asset impairments;
+Added: v) strategic transaction costs;
+Added: and vi) payroll tax contingencies.
+Added: Other segment expenses also include interest (income) expense, net, (provision for) benefit from income taxes and other expense (income), net.
Subsequent Events
−Removed: On February 7, 2025, the Company completed its acquisition of KabanaSoft, LLC, doing business as Places Scout (“Places Scout”), for a purchase price of $ 20.3 million in cash, subject to customary adjustments as set forth in the Unit Purchase Agreement.
−Removed: The acquisition strengthens Yext’s ability to provide best-in-class competitive intelligence, benchmarking, and AI-powered insights.
−Removed: In addition, subject to the terms of the Unit Purchase Agreement, the Company agreed to grant approximately $ 10.0 million of incentive equity, based on current trading prices of Yext’s common stock, to certain key employees of Places Scout.
−Removed: The Company is currently evaluating the impact of this acquisition on its consolidated financial statements.
−Removed: On March 4, 2025 the Board of Directors authorized an additional $ 50.0 million to the share repurchase program.
+Added: On February 2, 2026, the Company announced that Michael Walrath, the Company's Chief Executive Officer and Chairman of the Board of Directors, had withdrawn his previously announced non-binding proposal to acquire all outstanding shares of the Company not already owned by him at a price of $ 9.00 per share in cash.
+Added: Walrath informed the Board of Directors that he would not be able to obtain the necessary financing at the price set forth in his proposal.
+Added: On February 10, 2026, the Company announced the commencement of the Tender Offer to purchase for cash up to $ 180.0 million in value of shares of common stock of the Company at price of not less than $ 5.75 nor greater than $ 6.50 per share, to the seller in cash, less any applicable withholdings and without interest, upon the terms and subject to the conditions described in the offer to purchase and the related letter of transmittal filed with the SEC on February 10, 2026, as each may be amended time to time.
+Added: The Tender Offer was originally scheduled to expire on March 12, 2026.
+Added: On March 4, 2026, the Company decreased the maximum aggregate purchase price of shares to be repurchased in the Tender Offer to $ 140.0 million and extended the expiration date to March 18, 2026, unless further extended or earlier terminated.
+Added: On March 6, 2026, the Company borrowed $ 50.0 million under the Delayed Draw Term Loan Facility pursuant to the May 2025 Credit Agreement which the Company intends to use in connection with the Tender Offer.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.