Yext, Inc.

Previous wording

On May 15, 2025, we entered into a credit agreement with funds and accounts managed by BlackRock as lenders, and Acquiom Agency Services LLC, as Administrative Agent (the “May 2025 Credit Agreement”), which provides for term loan facilities in aggregate principal amounts of up to $200.0 million. In connection with entry into the May 2025 Credit Agreement, we used a portion of the proceeds under the May 2025 Credit Agreement to pay all outstanding principal, interest and other amounts owing under our existing credit facility with Silicon Valley Bank, which was then terminated. See Note 16 "Subsequent Events" to our condensed consolidated financial statements for additional information.

Current wording

On May 15, 2025, we entered into a credit agreement with funds and accounts managed by BlackRock as lenders, and Acquiom Agency Services LLC, as Administrative Agent (the “May 2025 Credit Agreement”), which provides for term loan facilities in aggregate principal amounts of up to $200.0 million. In connection with entry into the May 2025 Credit Agreement, we used a portion of the proceeds under the May 2025 Credit Agreement to pay all outstanding principal, interest and other amounts owing under our existing credit facility with Silicon Valley Bank, which was then terminated. See Note 11 "Debt" to our condensed consolidated financial statements for additional information.

Previous wording

Total revenue was $109.5 million for the three months ended April 30, 2025, compared to $96.0 million for the three months ended April 30, 2024, an increase of $13.5 million or 14%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which was completed on August 1, 2024. For both the three months ended April 30, 2025 and 2024, revenue recognized from subscription and associated support to our platform was 93%, while revenue recognized from professional services was 7%.

Current wording

Total revenue was $113.1 million for the three months ended July 31, 2025, compared to $97.9 million for the three months ended July 31, 2024, an increase of $15.2 million or 16%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which was completed on August 1, 2024. For both the three months ended July 31, 2025 and 2024, revenue recognized from subscription and associated support to our platform was 93%, while revenue recognized from professional services was 7%.

Previous wording

Revenue for the three months ended April 30, 2025, included a positive impact from foreign currency exchange rates of approximately $0.5 million, using a constant currency basis. We calculate constant currency by translating our current period results for entities reporting in currencies other than U.S. Dollars (“USD”) into USD at the average monthly exchange rates in effect during the comparative period, as opposed to the average monthly exchange rates in effect during the current period.

Current wording

Revenue for the three months ended July 31, 2025, included a positive impact from foreign currency exchange rates of approximately $1.2 million, using a constant currency basis. We calculate constant currency by translating our current period results for entities reporting in currencies other than U.S. Dollars (“USD”) into USD at the average monthly exchange rates in effect during the comparative period, as opposed to the average monthly exchange rates in effect during the current period.

Previous wording

Cost of revenue was $27.1 million for the three months ended April 30, 2025, compared to $21.5 million for the three months ended April 30, 2024, an increase of $5.6 million or 26%. The increase was primarily driven by a $2.4 million increase in amortization expense from acquired intangible assets largely related to the acquisition of Hearsay, as well as a $0.8 million increase in royalties and integration fees. In addition, personnel-related costs increased $0.9 million and professional related costs increased $0.4 million.

Current wording

Cost of revenue was $28.1 million for the three months ended July 31, 2025, compared to $22.3 million for the three months ended July 31, 2024, an increase of $5.8 million or 26%. The increase was primarily driven by a $2.3 million increase in amortization expense from acquired intangible assets largely related to the acquisition of Hearsay, as well as a $0.5 million increase in royalties and integration fees. In addition, personnel-related costs increased $0.6 million and data centers costs increased $0.9 million.

Previous wording

Gross margin was 75.2% for the three months ended April 30, 2025, compared to 77.6% for the three months ended April 30, 2024 as reflected in the discussion above.

Current wording

Gross margin was 75.2% for the three months ended July 31, 2025, compared to 77.2% for the three months ended July 31, 2024 as reflected in the discussion above.

Previous wording

Sales and marketing expense was $36.2 million for the three months ended April 30, 2025, compared to $43.3 million for the three months ended April 30, 2024, a decrease of $7.0 million or 16%. The decrease was primarily driven by personnel-related costs which decreased $4.1 million, reflecting lower headcount. In addition, conferences and events decreased $1.5 million, and advertising costs decreased $0.7 million. These decreases were offset by a $1.7 million increase in amortization expense related to acquired intangible assets primarily from the Hearsay acquisition.

Current wording

Sales and marketing expense was $32.1 million for the three months ended July 31, 2025, compared to $42.0 million for the three months ended July 31, 2024, a decrease of $9.9 million or 24%. The decrease was primarily driven by employee-related costs as personnel-related costs decreased $5.8 million and stock-based compensation expense decreased $2.5 million, reflecting lower headcount. In addition, advertising costs decreased $1.3 million, and conferences and events decreased $1.0 million. These decreases were offset by a $1.7 million increase in amortization expense primarily related to acquired intangible assets primarily from the Hearsay acquisition.

Previous wording

Research and development expense was $21.9 million for the three months ended April 30, 2025, compared to $17.1 million for the three months ended April 30, 2024, an increase of $4.8 million or 28%. The increase was primarily driven by employee-related costs as personnel-related costs increased $3.2 million, reflecting higher headcount, and stock-based compensation expense increased $0.4 million.

Current wording

Research and development expense was $23.4 million for the three months ended July 31, 2025, compared to $18.6 million for the three months ended July 31, 2024, an increase of $4.8 million or 26%. The increase was primarily driven by employee-related costs as personnel-related costs increased $1.9 million reflecting higher headcount, and stock-based compensation expense increased $1.2 million largely due to awards granted in connection with the acquisition of Places Scout. In addition, software expense increased $0.4 million.

Previous wording

General and administrative expense was $23.2 million for the three months ended April 30, 2025, compared to $19.6 million for the three months ended April 30, 2024, an increase of $3.6 million or 18%. The increase was primarily driven by changes in the fair value of contingent consideration pertaining to the Hearsay acquisition of $1.8 million recognized during the three months ended April 30, 2025. In addition, professional related costs increased $1.1 million and stock-based compensation expense increased $0.6 million mainly due to performance-based restricted stock units granted in fiscal year 2025.

Current wording

General and administrative expense amounted to a $0.1 million benefit for the three months ended July 31, 2025, compared to $22.6 million of expense for the three months ended July 31, 2024, a decrease of $22.7 million. The benefit recorded for the three months ended July 31, 2025 was driven by a $23.4 million decrease in the fair value of contingent consideration pertaining to the Hearsay acquisition. See Note 6 "Fair Value of Financial Instruments" to our condensed consolidated financial statements for additional information. In addition, professional related costs decreased $1.8 million mainly due to acquisition-related costs related to Hearsay included in our results for the three months ended July 31, 2024. This was offset by a $1.8 million increase in stock-based compensation expense, largely due to awards granted to certain executives including performance-based restricted stock units.

Previous wording

See Note 12" Income Taxes" to our condensed consolidated financial statements for additional information on our benefit from (provision for) income taxes.

Current wording

See Note 12" Income Taxes" to our condensed consolidated financial statements for additional information on our (provision for) benefit from income taxes.

Previous wording

Revenue attributable to direct customers was $91.4 million for the three months ended April 30, 2025, compared to $77.4 million for the three months ended April 30, 2024, an increase of $14.0 million, or 18%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which was completed on August 1, 2024. Revenue attributable to third-party reseller customers was $18.1 million for the three months ended April 30, 2025, compared to $18.6 million for the three months ended April 30, 2024, a decrease of $0.5 million or 3%, primarily due to customer attrition.

Current wording

Revenue attributable to direct customers was $186.0 million for the six months ended July 31, 2025, compared to $156.7 million for the six months ended July 31, 2024, an increase of $29.3 million, or 19%. The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which did not exist in the comparative period. Revenue attributable to third-party reseller customers was $36.6 million for the six months ended July 31, 2025, compared to $37.2 million for the six months ended July 31, 2024, a decrease of $0.6 million or 1%, primarily due to customer attrition.

Previous wording

Net income was $0.8 million and net loss was $3.8 million for the three months ended April 30, 2025 and 2024, respectively.

Current wording

Net income was $26.8 million and $27.5 million for the three and six months ended July 31, 2025, respectively and net loss was $4.1 million and $7.9 million for the three and six months ended July 31, 2024, respectively.

Previous wording

Beginning in fiscal year 2026, we utilize a projected tax rate of 23.5% in our computation of the non-GAAP income tax provision, which was updated from 25% in fiscal year 2025. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses and other significant events. Our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.

Current wording

Beginning in fiscal year 2026, we utilized a projected tax rate of 23.5% in our computation of the non-GAAP income tax provision which was updated to 25.5% in the second quarter of fiscal 2026. This compares to a projected tax rate of 25% in fiscal year 2025. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses and other significant events. Our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities.

Previous wording

We have recast our results on the same basis for the prior comparative periods presented, although the effects in those periods remain unchanged notwithstanding as no such acquisition-related activity had occurred. The following table reconciles our GAAP net income (loss) to non-GAAP net income (loss):

Current wording

The following table reconciles our GAAP net income (loss) to non-GAAP net income (loss):

Previous wording

As of April 30, 2025, our principal sources of liquidity were cash and cash equivalents of $115.0 million. We believe our existing cash and cash equivalents, will be sufficient to meet our projected operating requirements for at least the next 12 months. Our cash flows, including net cash used in or provided by operating activities, may vary significantly from quarter to quarter, due to the timing of billings, cash collections and lease payments, significant marketing events and related expenses, acquisitions, and other factors.

Current wording

As of July 31, 2025, our principal sources of liquidity were cash and cash equivalents of $178.8 million. We believe our existing cash and cash equivalents, will be sufficient to meet our projected operating requirements for at least the next 12 months. Our cash flows, including net cash used in or provided by operating activities, may vary significantly from quarter to quarter, due to the timing of billings, cash collections and lease payments, significant marketing events and related expenses, acquisitions, and other factors.

Previous wording

On May 15, 2025 we 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 $100,000,000, (ii) a secured delayed draw term loan facility in an aggregate principal amount of up to $50,000,000 (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 $50,000,000 (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”). The Term Loan Facilities mature on May 15, 2030. We will use the proceeds of the term loans made under the Initial Term Loan Facility (the “Initial Term Loans”) to repay existing debt and related fees and expenses associated with Term Loan Facilities, with the remainder available for general corporate purposes. The proceeds of the term loans made under the Delayed Draw Term Loan Facility (the “Delayed Draw Term Loans”) may be used for general corporate purposes. We borrowed $100,000,000 of Initial Term Loans on the Closing Date. The Delayed Draw Term Loans may be borrowed by us, subject to the satisfaction of certain conditions, during the period from the Closing Date through November 15, 2026.

Current wording

On May 15, 2025, we 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” or "Term Loans"). The Term Loan Facilities mature on May 15, 2030. We will use the proceeds of the term loans made under the Initial Term Loan Facility (the “Initial Term Loans”) to repay existing debt and related fees and expenses associated with Term Loan Facilities, with the remainder available for general corporate purposes. The proceeds of the term loans made under the Delayed Draw Term Loan Facility (the “Delayed Draw Term Loans”) may be used for general corporate purposes. We borrowed $100.0 million of Initial Term Loans on the Closing Date. The Delayed Draw Term Loans may be borrowed by us, subject to the satisfaction of certain conditions, during the period from the Closing Date through November 15, 2026.

Previous wording

Under the May 2025 Credit Agreement, the Term Loan Facilities bear interest, at our option, at an annual rate based on an adjusted term SOFR rate or a base rate. Term Loans based on the adjusted term SOFR rate shall bear interest at a per annum rate equal to term SOFR plus 5.25% (subject to a 1.00% floor). Term Loans based on the base rate shall bear interest at a per annum rate equal to the greatest of (i) the prime rate then in effect, (ii) the greater of the federal funds effective rate then in effect, plus 0.50% per annum, (iii) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00% per annum, and (iv) 2.00%, in each case, plus a margin of 4.25%. Interest is due and payable in arrears quarterly for Term Loans bearing interest at the base rate and at the end of an interest period (or quarterly, in the case of any interest period longer than 3 months) in the case of Term Loans bearing interest at the adjusted term SOFR rate.

Current wording

The Term Loan Facilities bear interest, at our option, at an annual rate based on an adjusted term SOFR rate or a base rate. Term Loans based on the adjusted term SOFR rate shall bear interest at a per annum rate equal to term SOFR plus 5.25% (subject to a 1.00% floor). Term Loans based on the base rate shall bear interest at a per annum rate equal to the greatest of (i) the prime rate then in effect, (ii) the greater of the federal funds effective rate then in effect, plus 0.50% per annum, (iii) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00% per annum, and (iv) 2.00%, in each case, plus a margin of 4.25%. Interest is due and payable in arrears quarterly for Term Loans bearing interest at the base rate and at the end of an interest period (or quarterly, in the case of any interest period longer than 3 months) in the case of Term Loans bearing interest at the adjusted term SOFR rate.

Previous wording

The May 2025 Credit Agreement contains customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, restricts our and our subsidiaries' ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate. The May 2025 Credit Agreement also contains financial covenants that require us to maintain minimum qualified cash of at least $35,000,000 at all times and minimum consolidated EBITDA for relevant test periods, tested on a quarterly basis. The May 2025 Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. Non-compliance with one or more of the covenants and restrictions or the occurrence of an event of default could result in the full or partial principal balance of the May 2025 Credit Agreement becoming immediately due and payable and termination of the commitments.

Current wording

The May 2025 Credit Agreement contains customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, restricts our and our subsidiaries' ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate. The May 2025 Credit Agreement also contains financial covenants that require us to maintain minimum qualified cash of at least $35.0 million at all times and minimum consolidated EBITDA for relevant test periods, tested on a quarterly basis. The May 2025 Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. Non-compliance with one or more of the covenants and restrictions or the occurrence of an event of default could result in the full or partial principal balance of the May 2025 Credit Agreement becoming immediately due and payable and termination of the commitments.

Previous wording

In addition, the Term Loans are subject to certain mandatory prepayment events, including an excess cash flow sweep of up to 30% for excess cash flow periods in which our annualized recurring revenue is less than $350,000,000.

Current wording

The Term Loans are subject to certain mandatory prepayment events, including an excess cash flow sweep of up to 30% for excess cash flow periods in which our annualized recurring revenue is less than $350.0 million.

Previous wording

As of April 30, 2025, we were in compliance with all debt covenants. As of such date, the $50.0 million revolving loan facility had $36.8 million available and $13.2 million in letters of credit allocated as security in connection with office space.

Current wording

As of July 31, 2025, the Company was in compliance with all debt covenants.

Previous wording

In March 2022, our Board of Directors authorized a $100.0 million share repurchase program of our common stock which was increased by an additional $50.0 million in September 2023 and an additional $50.0 million in March 2025. During the three months ended April 30, 2025, 4,473,633 shares were purchased and as of April 30, 2025, approximately $54.2 million remains available for future purchases, exclusive of commissions paid on the repurchase of shares.

Current wording

In March 2022, our Board of Directors authorized a $100.0 million share repurchase program of our common stock which was increased by an additional $50.0 million in September 2023 and an additional $50.0 million in March 2025. During the six months ended July 31, 2025, 6,840,320 shares were purchased and as of July 31, 2025, approximately $36.7 million remains available for future purchases, exclusive of commissions paid on the repurchase of shares.

Previous wording

Net cash provided by operating activities of $37.7 million for the three months ended April 30, 2025 reflected our net income of $0.8 million, adjusted by non-cash charges including stock-based compensation expense of $12.7 million, depreciation and amortization expense of $6.9 million, including $4.1 million related to the amortization of acquired intangibles, as well as $2.3 million related to the amortization of operating lease right-of-use assets and $1.8 million related to adjustments in contingent consideration. In addition, there were positive adjustments resulting from changes in accounts receivable of $43.1 million, mainly due to the timing of billing and cash collections during the period, as well as changes in other long term assets of $5.9 million, costs to obtain revenue contracts of $3.2 million and $0.8 million in accounts payable, accrued expenses and other current liabilities. These increases were offset by changes in unearned revenue of $21.7 million, other long term liabilities of $10.3 million, prepaid expenses and other current assets of $5.0 million and operating lease liabilities of $3.5 million.

Current wording

Net cash provided by operating activities of $46.1 million for the six months ended July 31, 2025 reflected our net income of $27.5 million, adjusted by non-cash charges including stock-based compensation expense of $25.6 million, depreciation and amortization expense of $13.6 million, including $8.2 million related to the amortization of acquired intangibles, and $4.7 million related to the amortization of operating lease right-of-use assets. These non-cash charges were offset by $21.6 million related to adjustments in contingent consideration. In addition, there were positive adjustments resulting from changes in accounts receivable of $47.3 million, mainly due to the timing of billing and cash collections during the period, as well as changes in other long term assets of $6.8 million, and costs to obtain revenue contracts of $7.0 million. These increases were offset by changes in unearned revenue of $46.5 million, other long term liabilities of $11.1 million, prepaid expenses and other current assets of $2.0 million and operating lease liabilities of $7.0 million.

Previous wording

Net cash provided by operating activities of $38.3 million for the three months ended April 30, 2024 reflected our net loss of $3.8 million, adjusted by non-cash charges including stock-based compensation expense of $12.1 million, depreciation and amortization expense of $3.0 million, and amortization of operating lease right-of-use assets of $2.1 million. In addition, there were positive adjustments resulting from changes in accounts receivable of $54.3 million, mainly due to the timing of billing and cash collections during the period, as well as changes in costs to obtain revenue contracts of $4.3 million. These increases were offset by changes in unearned revenue of $26.7 million, as well as changes in accounts payable, accrued expenses and other current liabilities of $4.0 million, and operating lease liabilities of $2.8 million.

Current wording

Net cash provided by operating activities of $27.7 million for the six months ended July 31, 2024 reflected our net loss of $7.9 million, adjusted by non-cash charges including stock-based compensation expense of $24.4 million, depreciation and amortization expense of $5.8 million, and amortization of operating lease right-of-use assets of $4.3 million. In addition, there were positive adjustments resulting from changes in accounts receivable of $62.0 million, mainly due to the timing of billing and cash collections during the period, as well as changes in costs to obtain revenue contracts of $7.6 million. These increases were offset by changes in unearned revenue of $56.4 million, as well as changes in accounts payable, accrued expenses and other current liabilities of $4.6 million, operating lease liabilities of $5.7 million, and prepaid expenses and other current assets of $3.2 million.

Previous wording

Net cash used in investing activities of $19.4 million for the three months ended April 30, 2025 reflected cash outflows of $18.8 million related to cash paid, net of cash acquired, in the acquisition of Places Scout, as well as capital expenditures of $0.6 million.

Current wording

Net cash used in investing activities of $19.9 million for the six months ended July 31, 2025 reflected cash outflows of $18.8 million related to cash paid, net of cash acquired, in the acquisition of Places Scout, as well as capital expenditures of $1.1 million.

Previous wording

Net cash used in investing activities of $0.6 million for the three months ended April 30, 2024 reflected capital expenditures.

Current wording

Net cash used in investing activities of $1.2 million for the six months ended July 31, 2024 reflected capital expenditures.

Previous wording

Net cash used in financing activities of $29.0 million for the three months ended April 30, 2025 was primarily related to cash outflows of $27.6 million associated with repurchases of common stock as part of our share repurchase program, as well as $2.1 million associated with payments for taxes related to the net share settlement of stock-based compensation awards.

Current wording

Net cash provided by financing activities of $40.7 million for the six months ended July 31, 2025 reflected proceeds from debt issuance of $99.0 million related to the May 2025 Credit Agreement, and $1.6 million of net proceeds from employee stock purchase plan withholdings. This was offset by $45.4 million associated with repurchases of common stock as part of our share repurchase program, as well as $14.0 million associated with payments for taxes related to the net share settlement of stock-based compensation awards.

Previous wording

Net cash used in financing activities of $1.2 million for the three months ended April 30, 2024 was primarily related to $2.0 million in cash outflows associated with payments for taxes related to the net share settlement of stock-based compensation awards. This was offset by net proceeds from employee stock purchase plan withholdings of $0.9 million.

Current wording

Net cash used in financing activities of $2.0 million for the six months ended July 31, 2024 was primarily related to $3.8 million in cash outflows associated with payments for taxes related to the net share settlement of stock-based compensation awards. This was offset by net proceeds from employee stock purchase plan withholdings of $1.8 million.

Previous wording

Except as described in Note 2 "Summary of Significant Accounting Policies- Recent Accounting Pronouncements", to the condensed consolidated financial statements, there have been no material changes to our critical accounting policies and estimates as compared to those disclosed in our Annual Report on Form 10-K.

Current wording

Except as described in Note 2 "Summary of Significant Accounting Policies- Recent Accounting Pronouncements", to our condensed consolidated financial statements, there have been no material changes to our critical accounting policies and estimates as compared to those disclosed in our Annual Report on Form 10-K.

Previous wording

See Note 2 "Summary of Significant Accounting Policies- Recent Accounting Pronouncements", to the condensed consolidated financial statements for our discussion about adopted and pending recent accounting pronouncements.

Current wording

See Note 2 "Summary of Significant Accounting Policies- Recent Accounting Pronouncements", to our condensed consolidated financial statements for our discussion about adopted and pending recent accounting pronouncements.