STOCK TITAN
  1. Home
  2. Sec-filings
  3. YEXT
  4. [Form 4] Yext, Inc. Insider Trading Activity

Yext (NYSE: YEXT) CEO granted two 625K performance-based RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Walrath Michael reported acquisition or exercise transactions in this Form 4 filing.

Yext, Inc. director and Chief Executive Officer Michael Walrath reported two compensation grants of performance-based restricted stock units. Each grant covers a target of 625,000 PSUs, and each PSU represents a right to receive one share of Yext common stock.

One 625,000-PSU grant vests based on growth in the company’s reported ARR and a “Rule of 40” combination of ARR growth and Adjusted EBITDA Margins over fiscal years 2027 and 2028, with 0% to 200% of target eligible to vest. The second 625,000-PSU grant vests based on Yext’s total shareholder return versus the S&P Software and Services Select Index over performance periods running from March 31, 2026 through March 31, 2027 and March 31, 2028, also with a 0% to 200% payout range.

Positive

  • None.

Negative

  • None.

Insights

Yext ties CEO equity awards to growth, profitability, and relative shareholder returns.

Michael Walrath received two large, performance-based restricted stock unit awards, each with a target of 625,000 PSUs. One links vesting to growth in reported ARR and a “Rule of 40” mix of ARR growth and Adjusted EBITDA Margins over fiscal years 2027 and 2028.

The second award links vesting to total shareholder return versus the S&P Software and Services Select Index across performance periods from March 31, 2026 to March 31, 2028. In both cases, the ultimate vesting outcome can range from 0% to 200% of the target, meaning realized equity depends heavily on multi-year performance.

Insider Walrath Michael
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Performance-Based Restricted Stock Unit 625,000 $0.00 --
Grant/Award Performance-Based Restricted Stock Unit 625,000 $0.00 --
Holdings After Transaction: Performance-Based Restricted Stock Unit — 625,000 shares (Direct)
Footnotes (1)
  1. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of common stock of Yext, Inc. (the "Company"). A target number of 625,000 PSUs will be eligible to vest based upon achievement of a combination of performance as measured using a measurement in growth of the Company's reported ARR and a "Rule of 40" summation of the percentage growth in the Company's reported ARR and Adjusted EBITDA Margins over two performance periods, fiscal year 2027 and fiscal year 2028. 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 shall be no more than 200% of the target number of PSUs. 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 reporting person's continued service through that date. A target number of 625,000 PSUs will become eligible to vest based on the Company's total shareholder return during each of the following performance periods (each, a "Performance Period") relative to the total shareholder return of companies in the S&P Software and Services Select Index: (i) March 31, 2026 to March 31, 2027; and (ii) March 31, 2026 to March 31, 2028. PSUs that become eligible to vest based on performance for a Performance Period vest on June 20 following the applicable Performance Period, subject to continued service to the Company through the vesting date. The total number of PSUs that will be eligible to vest range from 0% to 200% of the target number of PSUs.
PSU grant 1 target 625,000 PSUs Performance-based RSU grant tied to ARR and Rule of 40 metrics
PSU grant 2 target 625,000 PSUs Performance-based RSU grant tied to relative total shareholder return
Payout range 0%–200% of target PSUs Both grants can vest from 0% to 200% based on performance
ARR & Rule of 40 performance years Fiscal 2027 and 2028 Two performance periods for ARR and Rule of 40 PSU grant
TSR performance period 1 March 31, 2026–March 31, 2027 First period for TSR-based PSU vesting vs S&P Software and Services Select Index
TSR performance period 2 March 31, 2026–March 31, 2028 Second period for TSR-based PSU vesting vs S&P Software and Services Select Index
Performance-Based Restricted Stock Unit financial
"Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
ARR financial
"performance as measured using a measurement in growth of the Company's reported ARR"
ARR, or Annual Recurring Revenue, is the predictable income a business expects to earn each year from ongoing customer subscriptions or contracts. It’s like a steady paycheck that shows the company's ability to generate consistent revenue over time, helping investors assess its stability and growth potential. ARR provides a clear picture of how well a company is performing in building long-term customer relationships.
Rule of 40 financial
"a "Rule of 40" summation of the percentage growth in the Company's reported ARR and Adjusted EBITDA Margins"
The "rule of 40" is a simple guideline used by investors to assess the health of a company's growth and profitability. It adds a company's growth rate to its profit margin; if the total is 40% or higher, the company is generally considered to be performing well. This helps investors quickly gauge whether a company is balancing rapid growth with solid profits, much like checking if a car’s speed and fuel efficiency together are within a safe and efficient range.
Adjusted EBITDA Margins financial
"percentage growth in the Company's reported ARR and Adjusted EBITDA Margins over two performance periods"
Adjusted EBITDA margins measure the share of a company's revenue that remains after removing routine operating costs and then excluding interest, taxes, depreciation, amortization and one‑time items; it’s expressed as a percentage (adjusted EBITDA divided by revenue). Investors use it to see the business’s core cash‑generating efficiency and to compare performance across companies, like judging a car’s fuel efficiency after ignoring temporary cargo and unusual detours.
total shareholder return financial
"based on the Company's total shareholder return during each of the following performance periods"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
S&P Software and Services Select Index financial
"relative to the total shareholder return of companies in the S&P Software and Services Select Index"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Walrath Michael
(Last)(First)(Middle)
61 NINTH AVENUE
(Street)
NEW YORK NEW YORK 10011
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Yext, Inc. [ YEXT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Unit(1)04/16/2026A625,000 (2) (2)Common Stock625,000$0625,000D
Performance-Based Restricted Stock Unit(1)04/16/2026A625,000 (3) (3)Common Stock625,000$0625,000D
Explanation of Responses:
1. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of common stock of Yext, Inc. (the "Company").
2. A target number of 625,000 PSUs will be eligible to vest based upon achievement of a combination of performance as measured using a measurement in growth of the Company's reported ARR and a "Rule of 40" summation of the percentage growth in the Company's reported ARR and Adjusted EBITDA Margins over two performance periods, fiscal year 2027 and fiscal year 2028. 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 shall be no more than 200% of the target number of PSUs. 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 reporting person's continued service through that date.
3. A target number of 625,000 PSUs will become eligible to vest based on the Company's total shareholder return during each of the following performance periods (each, a "Performance Period") relative to the total shareholder return of companies in the S&P Software and Services Select Index: (i) March 31, 2026 to March 31, 2027; and (ii) March 31, 2026 to March 31, 2028. PSUs that become eligible to vest based on performance for a Performance Period vest on June 20 following the applicable Performance Period, subject to continued service to the Company through the vesting date. The total number of PSUs that will be eligible to vest range from 0% to 200% of the target number of PSUs.
Remarks:
/s/ Ho Shin, Attorney-in-Fact04/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did YEXT report for CEO Michael Walrath?

Yext reported that CEO Michael Walrath received two grants of performance-based restricted stock units, each with a target of 625,000 PSUs. These awards are compensation, not open-market share purchases or sales, and vest only if specified multi-year performance goals are met.

How many performance-based RSUs were granted to YEXT’s CEO?

Michael Walrath was granted two separate performance-based RSU awards, each with a target of 625,000 PSUs. Each PSU represents a contingent right to receive one Yext common share, with actual vesting ranging from 0% to 200% of the target based on performance.

What performance metrics determine vesting of YEXT CEO’s first PSU grant?

The first 625,000-PSU grant can vest based on growth in Yext’s reported ARR and a “Rule of 40” summation of ARR growth and Adjusted EBITDA Margins. Performance is measured over fiscal years 2027 and 2028, with 50% of target eligible in each performance period.

How is total shareholder return used in YEXT CEO’s second PSU grant?

The second 625,000-PSU grant vests based on Yext’s total shareholder return versus companies in the S&P Software and Services Select Index. Two performance periods run from March 31, 2026 to March 31, 2027 and March 31, 2028, with payouts from 0% to 200% of target.

When do the performance-based RSUs for YEXT’s CEO vest if earned?

For the ARR and Rule of 40 grant, PSUs that become eligible to vest for a fiscal year vest on March 20 following that performance period. For the total shareholder return grant, eligible PSUs vest on June 20 after each performance period, subject to continued service.

Does this YEXT Form 4 show any stock sales by the CEO?

No, the Form 4 reports only grant or award acquisitions of performance-based restricted stock units. There are no open-market purchases or sales; the awards will convert into common shares only if future performance and service-based conditions are satisfied.