Walrath Michael 4
4 · Yext, Inc. · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
Yext (YEXT) CEO Michael Walrath Receives Award; 329K Shares Withheld
What Happened
- Michael Walrath, CEO of Yext, had a total of 644,562 restricted/performance stock units convert to common shares on June 20, 2026 (78,125 and 566,437 share conversions reported).
- Of those vested shares, 329,050 shares were withheld to satisfy tax withholding obligations at $3.80 per share, totaling $1,250,390. The remaining 315,512 shares were issued to him (644,562 total vested minus 329,050 withheld).
- These were not open‑market sales; the reported "disposed" shares reflect tax withholding, not a sale by Walrath.
Key Details
- Transaction date: June 20, 2026; Form 4 filed June 22, 2026 (filed promptly after the vesting date).
- Reported entries: conversion/exercise of derivatives (code M) for 78,125 and 566,437 shares; payment of tax liability (code F) via withholding of 329,050 shares at $3.80/share (value $1,250,390).
- Net new shares delivered to Walrath: 315,512 shares (644,562 vested − 329,050 withheld).
- Notable footnotes:
- F1/F7: RSUs and PSUs represent contingent rights to receive one share each upon vesting.
- F2: Shares withheld solely to satisfy tax liabilities.
- F6: Vesting schedule note — awards vest quarterly through March 20, 2027 (one‑eighth previously vested June 20, 2025).
- F8: The 566,437 vested PSUs reflect 90.63% payout of a 625,000 target for the second performance period (58,563 PSUs were forfeited).
- F3–F5: Some securities are held in family trusts (beneficiaries/trustees noted).
- Shares owned after the transaction: not specified in the provided filing excerpts.
Context
- These transactions are the routine conversion/vesting of restricted and performance stock units; the withholding is a standard tax‑payment mechanism and not a market sale.
- For clarity: "M" lines report conversion/exercise of RSUs/PSUs into shares; "F" shows shares withheld to pay taxes. This is common for executives when equity awards vest.
Insider Transaction Report
Form 4
Yext, Inc.YEXT
Walrath Michael
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-06-20+78,125→ 3,726,709 total - Exercise/Conversion
Common Stock
[F1]2026-06-20+566,437→ 4,293,146 total - Tax Payment
Common Stock
[F2]2026-06-20$3.80/sh−329,050$1,250,390→ 3,964,096 total - Exercise/Conversion
Restricted Stock Unit
[F1][F6]2026-06-20−78,125→ 234,375 total→ Common Stock (78,125 underlying) - Exercise/Conversion
Performance-Based Restricted Stock Unit
[F7][F8]2026-06-20−566,437→ 0 total→ Common Stock (566,437 underlying)
Holdings
- 32,485(indirect: See footnote)
Common Stock
[F3] - 16,265(indirect: See footnote)
Common Stock
[F4] - 16,237(indirect: See footnote)
Common Stock
[F5]
Footnotes (8)
- [F1]Each restricted stock unit represents a contingent right to receive one share of Yext, Inc.'s (the "Company") common stock.
- [F2]Shares withheld to satisfy tax liability upon vesting of restricted stock units on June 20, 2026.
- [F3]Securities are held by a trust the beneficiaries of which are the Reporting Person's children.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Company's common stock.
- [F8]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.
Signature
/s/ Ho Shin, Attorney-in-Fact|2026-06-22