Walrath Michael 4

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.