Yext Inc

Securities Trading Plans of Directors and Executive Officers

On December 12, 2024, Michael Walrath, our Chief Executive Officer and Chairman of the Board of Directors, adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408. Mr. Walrath's trading arrangement provides for the sale of our common stock from time to time in the event certain price limits are met, of up to a total of 1,200,000 shares. The duration of the trading arrangement is until December 31, 2025, or earlier if all transactions under the trading arrangement are complete. During the three months ended January 31, 2025, no other director or officer, as defined in Rule 16a-1(f), adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Revised Chief Executive Officer Compensation

On March 12, 2025, the compensation committee of our Board of Directors approved revised cash and equity compensation arrangements for Michael Walrath, our Chief Executive Officer and Chairman of the Board of Directors.

The cash compensation arrangements consist of (i) an annual base salary of $550,000 and (ii) a target annual cash incentive compensation of 100% of Mr. Walrath’s salary. Prior to these arrangements, Mr. Walrath did not receive a cash salary from the Company.

The equity compensation arrangements consist of (i) an award of 625,000 restricted stock units (the “RSUs”), and (ii) an award of 625,000 performance-based restricted stock units at target level of achievement (the “PSUs”) each pursuant to the Company’s 2016 Equity Incentive Plan. The grant of RSUs and PSUs are intended to supplement Mr. Walrath’s existing grants and incentivize and retain Mr. Walrath in his capacity as Chief Executive Officer.

The RSUs will be eligible to vest as to one-eighth on June 20, 2025, and quarterly thereafter on the Company’s quarterly vesting dates, subject to Mr. Walrath’s continued service through each vesting date.

The PSUs will be eligible to vest based upon achievement of a combination of performance as measured using a measurement in growth of our reported ARR and a “Rule of 40” summation of the percentage growth in our reported ARR and Adjusted EBITDA Margins over two performance periods, one for fiscal year 2026 and one for fiscal year 2027. 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 to be no more than 250% 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 Mr. Walrath’s continued service through that date.

In the case of a change of control, the greater of the target number of PSUs or the number of PSUs that would be eligible to vest based on pro-rated performance prior to the change of control with respect to each performance period not completed as of such time will become eligible to vest, and will vest on the scheduled vesting date, subject to Mr. Walrath’s continued service. Notwithstanding any service-based vesting terms, if Mr. Walrath’s employment is terminated as a result of his death or disability, a termination of Mr. Walrath’s employment by the Company other than for cause, or, following a change in control, a termination of Mr. Walrath’s employment by Mr. Walrath for good reason, Mr. Walrath will be eligible for acceleration of 100% of the then-unvested RSUs and 100% of the greater of the target number of PSUs or the number of PSUs that would be eligible to vest based on pro-rated performance prior to the termination with respect to each performance period not completed as of such time.

This summary is qualified in its entirety by the final terms set forth in the award agreement to Mr. Walrath under the Company’s 2016 Equity Incentive Plan.