06/22/2026 | Press release | Distributed by Public on 06/22/2026 18:38
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (1) | 06/20/2026 | M | 78,125 | (6) | (6) | Common Stock | 78,125 | $ 0 | 234,375 | D | ||||
| Performance-Based Restricted Stock Unit | (7) | 06/20/2026 | M | 566,437 | (8) | (8) | Common Stock | 566,437 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Walrath Michael 61 NINTH AVENUE NEW YORK, NY 10011 |
X | Chief Executive Officer | ||
| /s/ Ho Shin, Attorney-in-Fact | 06/22/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each restricted stock unit represents a contingent right to receive one share of Yext, Inc.'s (the "Company") common stock. |
| (2) | Shares withheld to satisfy tax liability upon vesting of restricted stock units on June 20, 2026. |
| (3) | Securities are held by a trust the beneficiaries of which are the Reporting Person's children. |
| (4) | Securities are held by a trust of which the Reporting Person's spouse is the trustee and the beneficiaries of which are certain family members of the Reporting Person. |
| (5) | Securities are held by a trust, separate from the trust referenced in footnote 4, of which the Reporting Person's spouse is the trustee and the beneficiaries of which are certain family members of the Reporting Person. |
| (6) | One-eighth of shares subject to the award vested on June 20, 2025, and vests quarterly thereafter on each September 20, December 20, March 20 and June 20, subject to the reporting person's continued service on each such date, until the award is fully vested on March 20, 2027. |
| (7) | Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Company's common stock. |
| (8) | A target number of 1,250,000 PSUs could 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) December 19, 2023 to March 31, 2025; and (ii) December 19, 2023 to March 31, 2026. PSUs that became eligible to vest based on performance for a Performance Period vested 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 became eligible to vest ranged from 0% to 200% of the target number of PSUs. For the second Performance Period, 566,437 PSUs vested on June 20, 2026 based on performance of 90.63% of 625,000 target PSUs, and 58,563 PSUs were forfeited. |