Financial Analysis

"Business Combinations Hearsay Acquisition On August 1, 2024, Yext completed its acquisition of Hearsay pursuant to an Agreement and Plan of Merger dated June 10, 2024. At the effective time of the acquisition, each outstanding share of Hearsay stock was canceled and converted to a right to receive cash consideration, and Hearsay became a wholly owned subsidiary of Yext. The acquisition is intended to produce an end-to-end digital presence platform, combining Yexts digital presence management capabilities with Hearsay's compliant engagement solutions across social media, websites, text, and voice. During the three months ended April 30, 2025, the Company finalized the accounting for its acquisition of Hearsay. The fair value of consideration transferred for Hearsay as of the acquisition date consisted of the following: (in thousands) Cash consideration and liabilities incurred $ 132,462 Contingent consideration (1) 39,800 Fair value of outstanding employee awards assumed 7,825 Other transaction related payments (2) 640 Total consideration transferred $ 180,727 (1) Inclusive of $0.3 million measurement period adjustment recorded during the three months ended April 30, 2025. (2) Inclusive of post-closing adjustments of less than $0.1 million. Cash consideration and liabilities incurred of $132.5 million includes the base purchase price of $125.0 million and customary adjustments set forth in the merger agreement. The cash consideration includes $17.2 million of payments held in …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"Commitments and Contingencies Contractual Obligations The Company is obligated to make payments under certain non-cancelable contractual obligations in the normal course of business. The Company's contractual obligations primarily relate to its operating lease arrangements for office space. Its other contractual obligations include contracts with its Publisher Network application providers, which generally have a term of one year, although some have a term of several years, and its software vendors, among others. These obligations represent minimum contractual payments, or the Company's best estimate for variable elements based on historical payments. The Company's contractual obligations have various expiry dates between fiscal years 2027 and 2035. As of July 31, 2026, the Company's contractual obligations are as follows (in thousands): Fiscal year ending January 31: Leases Other 2027 (remainder of fiscal year) $ 9,833 $ 23,960 2028 19,238 21,042 2029 19,002 2,489 2030 17,418 690 2031 17,187 17 2032 and thereafter 1,980 82 Total $ 84,658 $ 48,280 In connection with the acquisition of Hearsay, an earnout arrangement exists where the Company may also be required to pay up to $75.0 million to the former holders of Hearsay's outstanding equity interests, subject to the achievement of certain ARR milestones over a two-year period. As of July 31, 2026, the Company has made payments of $10.5 million related to the earnout arrangement. Payments can be settled in cash or shares at t …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt BlackRock Credit Agreement On May 15, 2025 (the ""Closing Date""), the Company entered into the May 2025 Credit Agreement which provides for (i) a senior secured initial term loan facility (the Initial Term Loan Facility) in an aggregate principal amount of up to $100.0 million, (ii) a secured delayed draw term loan facility in an aggregate principal amount of up to $50.0 million (the Delayed Draw Term Loan Facility), and (iii) an uncommitted secured discretionary delayed draw term loan facility in an aggregate principal amount of up to $50.0 million (the Discretionary Delayed Draw Term Loan Facility, and together with the Initial Term Loan Facility and the Delayed Draw Term Loan Facility, the Term Loan Facilities and borrowings under the Term Loan Facilities, the ""Term Loans""). The Term Loan Facilities mature on May 15, 2030. The Company borrowed $100.0 million under the Initial Term Loan Facility on May 15, 2025 and borrowed $50.0 million under the Delayed Draw Term Loan Facility on March 6, 2026. The proceeds of the term loans made under the Initial Term Loan Facility were used to pay fees related to a previous credit facility with Silicon Valley Bank that was terminated on May 15, 2025, and expenses associated with Term Loan Facilities, with the remainder available for general corporate purposes. The Company used the proceeds of the term loans made under the Delayed Draw Term Loan Facility in connection with the Tender Offer. See Note 11 ""Equity"" to the condense …

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The following table presents the Company's revenue by geographic region: Three months ended July 31, Six months ended July 31, (in thousands) 2026 2025 2026 2025 North America $ 90,517 $ 91,012 $ 178,135 $ 179,862 International 20,586 22,082 40,884 42,715 Total revenue $ 111,103 $ 113,094 $ 219,019 $ 222,577

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"Stock-Based Compensation Stock-Based Compensation Expense Stock-based compensation represents the cost related to stock-based awards granted in lieu of monetary payment. The Company measures stock-based compensation associated with stock-based awards issued to employees at the grant date, based on the estimated fair value of the award, and recognizes expense, net of estimated forfeitures, over the requisite service period of the applicable award generally using the straight-line method or accelerated attribution method. The following table summarizes the Company's stock-based compensation expense for equity classified awards for the periods presented: Three months ended July 31, Six months ended July 31, (in thousands) 2026 2025 2026 2025 Equity classified awards: Cost of revenue $ 488 $ 729 $ 966 $ 1,400 Sales and marketing 1,841 704 3,482 3,115 Research and development 2,952 3,818 6,312 6,952 General and administrative 4,680 7,711 9,235 14,154 Total stock-based compensation expense $ 9,961 $ 12,962 $ 19,995 $ 25,621 In addition, certain liability classified awards were granted in connection with the Hearsay acquisition and relate to portions of the incentive pool and earnout that generally vest over one year from the Hearsay acquisition date. These awards may be settled in cash or shares at the Company's election, and are measured at each reporting date based on their expected value, with compensation cost being recognized over the related service period. The corresponding …

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Fair Value of Financial Instruments The Company's assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy are as follows: July 31, 2026 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 24,473 $ $ $ 24,473 Total assets $ 24,473 $ $ $ 24,473 Liabilities: Contingent consideration $ $ $ 6,800 $ 6,800 Total liabilities $ $ $ 6,800 $ 6,800 January 31, 2026 (in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 36,227 $ $ $ 36,227 Commercial paper 29,895 29,895 U.S. treasury securities 29,876 29,876 Total assets $ 36,227 $ 59,771 $ $ 95,998 Liabilities: Contingent consideration $ $ $ 8,200 $ 8,200 Total liabilities $ $ $ 8,200 $ 8,200 The Companys cash equivalents and marketable securities for the periods presented were valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs and were classified as Level 1 or Level 2, accordingly. The Company measured its contingent consideration associated with the Hearsay acquisition, on a recurring basis using significant unobservable inputs, classified as Level 3. Contingent Consideration The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. The Company generally determines the fair value of contingent consideration using the Real Options Method that employs a Monte Carlo simulation model. Each reporting period thereafter, th …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets Goodwill Goodwill is not amortized but is subject to periodic testing for impairment at the reporting unit level, which is at or one level below the operating segment level. The Company operates as one operating segment, which represents its one reporting unit. The test for impairment is conducted annually each November 1 st , or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The following table presents a reconciliation of the beginning and ending balances of goodwill: (in thousands) Balance as of January 31, 2026 $ 110,801 Goodwill acquired - GoShine AI 553 Effect of foreign currency translation on Goodwill acquired (119) Balance as of July 31, 2026 $ 111,235 The Company determined that no events occurred or circumstances changed that would more likely than not reduce the fair value of the Company's reporting unit below its carrying amount during the reporting periods ended July 31, 2026 and January 31, 2026. However, if certain events occur or circumstances change, it may be necessary to record impairment charges in the future. Intangible Assets The Companys intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from approximately 2 to 15 years. Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that t …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"Income Taxes The following table reflects the Company's income tax provision, pretax loss and effective tax rate for the periods presented: Three months ended July 31, Six months ended July 31, 2026 2025 2026 2025 Income from operations before income taxes $ 14,204 $ 28,531 $ 17,261 $ 29,284 Provision for income taxes $ (1,055) $ (1,780) $ (1,487) $ (1,763) Effective tax rate 7.43 % 6.24 % 8.62 % 6.02 % The Company calculates its year-to-date (provision for) benefit from income taxes by applying the estimated annual effective tax rate (""AETR"") to year-to-date income or loss from operations before income taxes and adjusts for discrete tax items recorded in the period. During the three and six months ended July 31, 2026, the Company recorded a provision for income taxes of $1.1 million and $1.5 million, respectively. During both the three and six months ended July 31, 2025, the Company recorded a provision from income tax of $1.8 million. The Company's effective tax rate generally differs from the U.S. federal statutory tax rate primarily due to full valuation allowances related to the Company's net deferred tax assets in the U.S. and certain foreign jurisdictions, U.S. state income taxes, and foreign rate differential on profitable jurisdictions. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance on a jurisdictional basis if it is more likely than not that some or all the deferred tax assets will not be realize …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The updated standard is effective for the Company's annual periods beginning in fiscal 2028 and interim periods beginning in the first quarter of fiscal 2029. Early adoption is permitted. ASU 2024-03 is required to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to project stages throughout ASC 350-40 and clarifies the thresholds companies apply to begin capitalizing costs. The updated standard is effective for the Company's interim and annual periods beginning in fiscal 2029. The Company is currently evaluating the impact of adopting ASU 2025-06.

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Revenue Performance Obligations The Company has identified that it has two distinct performance obligations: subscription and associated support to the Company's platform and professional services. The Company's revenue is predominantly related to its subscription and associated support to the Company's platform. Professional services revenue accounted for approximately 6% and 7% of the Company's total revenue for the six months ended July 31, 2026 and 2025, respectively. Geographic Region The Company disaggregates its revenue from contracts with customers by geographic region, as it believes this best depicts how the nature, amount, timing, and uncertainty of its revenues and cash flows are affected by economic factors. Revenue by geographic region is determined based on the region of the Company's contracting entity, which may be different than the region of its customers. The following table presents the Company's revenue by geographic region: Three months ended July 31, Six months ended July 31, (in thousands) 2026 2025 2026 2025 North America $ 90,517 $ 91,012 $ 178,135 $ 179,862 International 20,586 22,082 40,884 42,715 Total revenue $ 111,103 $ 113,094 $ 219,019 $ 222,577 North America revenue is attributable to the United States. International revenue is predominantly attributable to European countries, but also includes Japan. For both the six months ended July 31, 2026 and July 31, 2025, the Company's revenue attributable to the United States represented 81% of tota …

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"Segment Information The Company operates as one operating segment for which the CODM uses consolidated net income (loss) to measure segment profit or loss. This measure of segment profit or loss is used by the CODM to allocate resources and assess performance. See Note 2 ""Summary of Significant Accounting Policies"" to the condensed consolidated financial statements for additional information about the Company's segment policy. The following table is a summary of the significant expenses and consolidated net income provided to the CODM: Three months ended July 31, Six months ended July 31, (in thousands) 2026 2025 2026 2025 Revenue $ 111,103 $ 113,094 $ 219,019 $ 222,577 Less: Cost of revenue (1) 24,408 24,790 49,308 48,252 Sales and marketing (1) 22,756 29,959 47,629 61,566 Research and development (1) 16,398 19,149 33,420 37,222 General and administrative (1) 15,671 15,582 32,031 29,958 Other segment expenses (income) (2) 18,721 (3,137) 40,857 18,058 Net income $ 13,149 $ 26,751 $ 15,774 $ 27,521 (1) Excludes i) stock-based compensation expense; ii) amortization of acquired intangibles; iii) acquisition-related costs inclusive of transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements; iv) asset impairments; v) strategic transaction costs related to Michael Walrath's non-binding proposal to acquire all outstanding shares of the Company; and vi) payroll tax contingencies related to a one-time state payroll w …

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"Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (""GAAP"") and applicable rules and regulations of the Securities and Exchange Commission (""SEC"") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 10, 2026 (the ""Form 10-K""). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of January 31, 2026, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to …

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"Equity Tender Offer On February 10, 2026, the Company announced the commencement of an issuer self-tender offer (the ""Tender Offer"") to purchase for cash up to $180.0 million in value of shares of common stock of the Company at price of not less than $5.75 nor greater than $6.50 per share, to the seller in cash, less any applicable withholdings and without interest. The Tender Offer was originally scheduled to expire on March 12, 2026. On March 4, 2026, the Company decreased the maximum aggregate purchase price of shares to be repurchased in the Tender Offer to $140.0 million and extended the expiration date to March 18, 2026. On March 23, 2026, the Company completed the Tender Offer and repurchased 24,347,825 shares at a price of $5.75 per share for a total amount of $140.0 million, excluding excise tax, direct fees and expenses related to the Tender Offer. Share Repurchase Program In March 2022, the Company's Board of Directors authorized a $100.0 million share repurchase program of the Company's common stock which was increased by an additional $50.0 million in September 2023, $50.0 million in March 2025, and $100.0 million in May 2026. During the three and six months ended July 31, 2026, 1,817,696 shares were repurchased and as of July 31, 2026, approximately $106.2 million remains available for future purchases, exclusive of commissions paid on the repurchase of shares. As part of the share repurchase program, shares may be purchased in open market transactions or pur …

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