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Yext, Inc.·4

Mar 24, 4:12 PM ET

Walrath Michael 4

4 · Yext, Inc. · Filed Mar 24, 2026

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Yext (YEXT) CEO Michael Walrath Exercises Options, Receives RSUs

What Happened Michael Walrath, CEO of Yext, recorded conversions/exercises of derivative awards and received a grant of restricted stock units (RSUs) on March 20, 2026. The Form 4 shows exercise/conversion entries of 78,125 and 312,500 shares (reported as derivative transactions), plus a grant/award entry for 54,571 RSUs. To satisfy tax obligations on vesting, 211,729 shares were withheld at $4.79 per share, representing $1,014,182. Footnote disclosure indicates that for the first performance period 367,071 performance-based RSUs (PSUs) vested on March 20, 2026 based on roughly 117.46% achievement against a 312,500 target.

Key Details

  • Transaction date: March 20, 2026; Form 4 filed March 24, 2026 (filed within the two-business-day requirement).
  • Reported acquisitions (derivative conversions/exercises): 78,125 and 312,500 shares (codes M = exercise/conversion).
  • Reported award: 54,571 RSUs granted (code A = award/grant).
  • Tax withholding: 211,729 shares withheld at $4.79 to cover $1,014,182 in tax liability (code F).
  • Footnotes: PSUs are performance-contingent; 367,071 PSUs vested for the first performance period based on achievement for a 312,500 target. RSUs/PSUs convert to one share each if earned (F1, F2, F3). Shares withheld were used to satisfy tax withholding upon vesting (F4).
  • Shares owned after the transactions are not specified in the extract provided.

Context

  • Code explanations: M = exercise/conversion of derivatives (e.g., options or vested performance units), A = award/grant, F = shares withheld to pay taxes. In this case, some vested/converted shares were net-settled (shares withheld) to cover tax obligations rather than sold on the open market.
  • Performance-based RSUs (PSUs) vest only if specified ARR growth and Rule-of-40 targets are met; the filing shows strong performance for the first period that triggered vesting.
  • These transactions are largely administrative (vesting and tax withholding) rather than an open-market sale or purchase; they do not by themselves indicate a bullish or bearish view by the insider.

Insider Transaction Report

Form 4
Period: 2026-03-20
Yext, Inc.YEXT
Walrath Michael
DirectorChief Executive Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-20+78,125→ 3,493,242 total
  • Exercise/Conversion

    Common Stock

    [F2][F3]
    2026-03-20+312,500→ 3,805,742 total
  • Award

    Common Stock

    [F2][F3]
    2026-03-20+54,571→ 3,860,313 total
  • Tax Payment

    Common Stock

    [F4]
    2026-03-20$4.79/sh−211,729$1,014,182→ 3,648,584 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F8]
    2026-03-20−78,125→ 312,500 total
    → Common Stock (78,125 underlying)
  • Exercise/Conversion

    Performance-Based Restricted Stock Unit

    [F3][F2]
    2026-03-20−312,500→ 312,500 total
    → Common Stock (312,500 underlying)
Holdings

  • Common Stock

    [F5]
    (indirect: See footnote)
    32,485

  • Common Stock

    [F6]
    (indirect: See footnote)
    16,265

  • Common Stock

    [F7]
    (indirect: See footnote)
    16,237
Footnotes (8)
  • [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Yext, Inc.'s (the "Company") common stock.
  • [F2]A target of 625,000 performance-based RSUs ("PSUs") become 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 reported ARR and Adjusted EBITDA Margins over each of fiscal 2026 and fiscal 2027 (each, a "Performance Period"). 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 250% of the target 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. For the first Performance Period, 367,071 PSUs vested on March 20, 2026 based on achievement of approximately 117.46% performance for 312,500 target PSUs.
  • [F3]Each PSU represents a contingent right to receive one share of the Company's common stock.
  • [F4]Shares withheld to satisfy tax liability upon vesting of restricted stock units on March 20, 2026.
  • [F5]Securities are held by a trust the beneficiaries of which are the Reporting Person's children.
  • [F6]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.
  • [F7]Securities are held by a trust, separate from the trust referenced in footnote 6, of which the Reporting Person's spouse is the trustee and the beneficiaries of which are certain family members of the Reporting Person.
  • [F8]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.
Signature
/s/ Ho Shin, Attorney-in-Fact|2026-03-24

Documents

1 file
  • 4
    wk-form4_1774383140.xmlPrimary

    FORM 4