4 unchanged sentences
Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
−Removed: In August 2024, we completed our acquisition of Hearsay.
−Removed: We accounted for this acquisition as a business combination.
−Removed: The scope of management's assessment of the effectiveness of our disclosure controls and procedures did not include the internal controls over financial reporting of Hearsay.
−Removed: This exclusion is in accordance with the SEC staff's general guidance that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from the scope of management's assessment for one year from the date of acquisition.
−Removed: The recognition of goodwill and intangible assets, however, is covered by our internal controls over mergers and acquisitions, which were included in management's assessment of the effectiveness of our internal control over financial reporting as of October 31, 2024.
Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of January 31, 2026.
7 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: Following the acquisition of Hearsay as noted above, we are in the process of reviewing the internal control structure of Hearsay and, if necessary, will make appropriate changes as we continue to integrate Hearsay into our overall internal control over financial reporting process.
−Removed: There were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal year ended January 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
8 unchanged sentences
Other Information
−Removed: Securities Trading Plans of Directors and Executive Officers
−Removed: On December 12, 2024 , Michael Walrath , our Chief Executive Officer and Chairman of the Board of Directors , adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408.
−Removed: Walrath's trading arrangement provides for the sale of our common stock from time to time in the event certain price limits are met, of up to a total of 1,200,000 shares.
−Removed: The duration of the trading arrangement is until December 31, 2025 , or earlier if all transactions under the trading arrangement are complete.
−Removed: During the three months ended January 31, 2025, no other director or officer, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
−Removed: Revised Chief Executive Officer Compensation
−Removed: On March 12, 2025, the compensation committee of our Board of Directors approved revised cash and equity compensation arrangements for Michael Walrath, our Chief Executive Officer and Chairman of the Board of Directors.
−Removed: The cash compensation arrangements consist of (i) an annual base salary of $550,000 and (ii) a target annual cash incentive compensation of 100% of Mr.
−Removed: Walrath’s salary.
−Removed: Prior to these arrangements, Mr.
−Removed: Walrath did not receive a cash salary from the Company.
−Removed: The equity compensation arrangements consist of (i) an award of 625,000 restricted stock units (the “RSUs”), and (ii) an award of 625,000 performance-based restricted stock units at target level of achievement (the “PSUs”) each pursuant to the Company’s 2016 Equity Incentive Plan.
−Removed: The grant of RSUs and PSUs are intended to supplement Mr.
−Removed: Walrath’s existing grants and incentivize and retain Mr.
−Removed: Walrath in his capacity as Chief Executive Officer.
−Removed: The RSUs will be eligible to vest as to one-eighth on June 20, 2025, and quarterly thereafter on the Company’s quarterly vesting dates, subject to Mr.
−Removed: Walrath’s continued service through each vesting date.
−Removed: The PSUs will be eligible to vest based upon achievement of a combination of performance as measured using a measurement in growth of our reported ARR and a “Rule of 40” summation of the percentage growth in our reported ARR and Adjusted EBITDA Margins over two performance periods, one for fiscal year 2026 and one for fiscal year 2027.
−Removed: 50% of the total target PSUs will be eligible to be earned in each performance period, and the maximum number of PSUs that may become eligible to vest in connection with achievement in excess of the target to be no more than 250% of the target number of PSUs.
−Removed: The PSUs that become eligible to vest with respect to a performance period will vest on March 20 following the end of that performance period, subject to Mr.
−Removed: Walrath’s continued service through that date.
−Removed: In the case of a change of control, the greater of the target number of PSUs or the number of PSUs that would be eligible to vest based on pro-rated performance prior to the change of control with respect to each performance period not completed as of such time will become eligible to vest, and will vest on the scheduled vesting date, subject to Mr.
−Removed: Walrath’s continued service.
−Removed: Notwithstanding any service-based vesting terms, if Mr.
−Removed: Walrath’s employment is terminated as a result of his death or disability, a termination of Mr.
−Removed: Walrath’s employment by the Company other than for cause, or, following a change in control, a termination of Mr.
−Removed: Walrath’s employment by Mr.
−Removed: Walrath for good reason, Mr.
−Removed: Walrath will be eligible for acceleration of 100% of the then-unvested RSUs and 100% of the greater of the target number of PSUs or the number of PSUs that would be eligible to vest based on pro-rated performance prior to the termination with respect to each performance period not completed as of such time.
−Removed: This summary is qualified in its entirety by the final terms set forth in the award agreement to Mr.
−Removed: Walrath under the Company’s 2016 Equity Incentive Plan.
+Added: Insider Trading Arrangements and Policies
+Added: During the three months ended January 31, 2026, no director or officer, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
81 unchanged sentences
001-38056 10.1 7/29/2024
−Removed: Cooperation Agreement, dated September 30, 2022, by and among Yext, Inc., Lead Edge Public Fund, LP, Lead Edge Capital VI, LP, and Lead Edge Capital V, LP.
−Removed: 8-K 001-38056 10.1 10/4/2022
Employment Agreement between Yext, Inc.
11 unchanged sentences
001-38056 10.25 3/13/2024
+Added: Unit Purchase Agreement among Yext, Inc., KabanaSoft, LLC, the Sellers and the Seller Representative, dated as of February 7, 2025.
+Added: 001-38056 10.1 2/10/2025
+Added: Credit Agreement, dated May 15, 2025, by and among the Yext, Inc., the lenders from time to time party thereto and Acquiom Agency Services LLC, as Administrative Agent.
+Added: 8-K 001-38056 10.1 5/21/2025
Insider Trading Policy.
+Added: 001-38056 19.1 3/13/2025
List of subsidiaries of Yext, Inc.
10 unchanged sentences
101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL (Extensible Business Reporting Language):
−Removed: (i) Consolidated Balance Sheets as of January 31, 2025 and 2024, (ii) Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended January 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Stockholders' Equity as of January 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2025, 2024 and 2023 and (v) Notes to Consolidated Financial Statements.
+Added: (i) Consolidated Balance Sheets as of January 31, 2026 and 2025, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended January 31, 2026, 2025 and 2024, (iii) Consolidated Statements of Stockholders' Equity as of January 31, 2026, 2025 and 2024, (iv) Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, 2025 and 2024 and (v) Notes to Consolidated Financial Statements.
104 The cover page from the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026, formatted in Inline XBRL (included in Exhibit 101).
15 unchanged sentences
/s/ Darryl Bond Chief Financial Officer March 10, 2026
−Removed: Darryl Bond (Principal Financial Officer and Principal Accounting Officer)
+Added: Darryl Bond (Principal Financial Officer)
+Added: /s/ Allan Tang
+Added: Chief Accounting Officer
+Added: March 10, 2026
+Added: (Principal Accounting Officer)
/s/ Mark Davis Director March 10, 2026
7 unchanged sentences
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.