Walrath Michael 4
4 · Yext, Inc. · Filed Apr 17, 2026
Research Summary
AI-generated summary of this filing
Yext (YEXT) CEO Michael Walrath Receives 1.25M Performance PSUs
What Happened
- Michael Walrath, CEO of Yext, was granted two performance-based restricted stock unit (PSU) awards on 2026-04-16, each for a target of 625,000 PSUs, for a total target of 1,250,000 PSUs. Each PSU is a contingent right to receive one share of Yext common stock (acquisition price reported $0.00; derivative award).
- The awards are performance-contingent (not an open-market purchase or sale) and will only convert into shares if specified performance goals and continued service requirements are met.
Key Details
- Transaction date: 2026-04-16; Form 4 filed 2026-04-17.
- Award type/code: A (grant/award) — derivative PSUs recorded at $0.00.
- Target shares granted: 625,000 PSUs (first award) + 625,000 PSUs (second award) = 1,250,000 target PSUs.
- Maximum potential: Each award may pay out from 0% to 200% of target, so combined maximum potential = up to 2,500,000 shares if performance goals are exceeded.
- Vesting / performance windows:
- Award 1 (F2): Earns based on ARR growth and a "Rule of 40" metric over fiscal years 2027 and 2028. 50% of that award’s target PSUs are eligible per performance period; eligible PSUs vest on March 20 following the end of each performance period, subject to continued service.
- Award 2 (F3): Earns based on total shareholder return (TSR) vs. the S&P Software & Services Select Index for two periods: 3/31/2026–3/31/2027 and 3/31/2026–3/31/2028. PSUs that become eligible vest on June 20 following the applicable performance period, subject to continued service.
- Shares owned after transaction: not specified in the filing.
- Filing timeliness: Form 4 filed the day after the grants (no late-file flag indicated).
Context
- These are performance-based awards (PSUs) that only convert to actual shares if preset operational/TSR goals and service conditions are met; they are not immediate cash or open-market transactions.
- Awards recorded at $0 are typical for stock-settled PSU grants; they do not represent an immediate economic gain unless and until they vest and are settled.
Insider Transaction Report
Form 4
Yext, Inc.YEXT
Walrath Michael
DirectorChief Executive Officer
Transactions
- Award
Performance-Based Restricted Stock Unit
[F1][F2]2026-04-16+625,000→ 625,000 total→ Common Stock (625,000 underlying) - Award
Performance-Based Restricted Stock Unit
[F1][F3]2026-04-16+625,000→ 625,000 total→ Common Stock (625,000 underlying)
Footnotes (3)
- [F1]Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of common stock of Yext, Inc. (the "Company").
- [F2]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.
- [F3]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.
Signature
/s/ Ho Shin, Attorney-in-Fact|2026-04-17