Yext, Inc.

Previous wording

Yext empowers businesses to manage their knowledge so they can deliver relevant, actionable answers to consumer questions as well as consistent, accurate and engaging experiences to customers throughout the digital ecosystem. Our digital presence platform (also known as the Answers Platform) lets businesses structure and organize information about their brands in our knowledge graph, Yext Content (also known as the Knowledge Graph), which is then delivered across first-and third-party websites and applications through our network of over 200 service and application providers, which we refer to as our Publisher Network. These publishers include, among others, Amazon Alexa, Apple, Bing, Facebook, Google, and Yelp. Our platform powers all of our key products, including Listings, Reviews, Pages and Search, each with robust analytics capabilities for businesses to easily track performance across customer experiences. It is our mission to empower businesses to easily manage every aspect of their digital presence to make meaningful connections with their customers across every digital touchpoint.

Current wording

Yext empowers businesses to manage their knowledge so they can deliver relevant, actionable answers to consumer questions as well as consistent, accurate and engaging experiences to customers throughout the digital ecosystem. Our digital presence platform (also known as the Answers Platform) lets businesses structure and organize information about their brands in our Knowledge Graph (previously known as Yext Content), which is then delivered across first-and third-party websites and applications through our network of over 200 service and application providers, which we refer to as our Publisher Network. These publishers include, among others, Amazon Alexa, Apple, Bing, Facebook, Google Business Profile, OpenAI, and Yelp. Our platform powers all of our key products, including Listings, Reviews, Pages, Search, Social, Relate, and Scout, each with robust analytics capabilities for businesses to easily track performance across customer experiences. It is our mission to empower businesses to easily manage every aspect of their digital presence to make meaningful connections with their customers across every digital touchpoint.

Previous wording

Total ARR is defined as the annualized recurring amount of all contracts executed as of the last day of the reporting period. The recurring amount of a contract is determined based upon the terms of a contract and is calculated by dividing the amount of a contract by the term of the contract and then annualizing such amount. The calculation assumes no subsequent changes to the existing subscription, and where relevant, includes the annualized contractual minimum commitment and amounts related to usage above the contractual minimum commitment. Contracts include portions of professional services contracts that are recurring in nature.

Current wording

ARR is defined as the annualized recurring amount of all contracts executed as of the last day of the reporting period. The recurring amount of a contract is determined based upon the terms of a contract and is calculated by dividing the amount of a contract by the term of the contract and then annualizing such amount. The calculation assumes no subsequent changes to the existing subscription, and where relevant, includes the annualized contractual minimum commitment and amounts related to usage above the contractual minimum commitment. We calculate usage by annualizing monthly amounts in excess of contractual minimum commitments in the current month. Contracts include portions of professional services contracts that are recurring in nature.

Previous wording

ARR is independent of historical revenue, unearned revenue, remaining performance obligations or any other accounting principles generally accepted in the United States of America, ("GAAP"), financial measure over any period. It should be considered in addition to, not as a substitute for, nor superior to or in isolation from, these measures and other measures prepared in accordance with GAAP. We believe ARR-based metrics provides insight into the performance of our recurring revenue business model while mitigating fluctuations in billing and contract terms.

Current wording

ARR is independent of historical revenue, unearned revenue, remaining performance obligations or any other accounting principles generally accepted in the United States of America, ("GAAP"), financial measure over any period. It should be considered in addition to, not as a substitute for, nor superior to or in isolation from, these measures and other measures prepared in accordance with GAAP. We believe ARR-based metrics provide insight into the performance of our recurring revenue business model while mitigating fluctuations in billing and contract terms.

Previous wording

This metric is calculated first by determining the ARR generated 12 months prior to the end of the current period for a cohort of customers who had active contracts at that time. We then calculate ARR from the same cohort of customers at the end of the current period, which includes customer expansion, contraction and churn. The current period ARR is then divided by the prior period ARR to arrive at our dollar-based net retention rate. Any ARR obtained through merger and acquisition transactions does not affect the dollar-based net retention rate until one year from the date on which the transaction closed. The cohorts of customers that we present dollar-based net retention rate for include direct, third-party reseller, and total customers. Direct customers include enterprise, mid-size and small business customers.

Current wording

This metric is calculated first by determining the ARR generated 12 months prior to the end of the current period for a cohort of customers who had active contracts at that time. We then calculate ARR from the same cohort of customers at the end of the current period, which includes customer expansion, contraction and churn. The current period ARR is then divided by the prior period ARR to arrive at our dollar-based net retention rate. Any ARR obtained through merger and acquisition transactions does not affect the dollar-based net retention rate until one year from the date on which the transaction closed. The cohorts of customers that we present dollar-based net retention rate for include customers with ARR of less than $50,000, customers with ARR of $50,000 or more, and total customers. The cohort designation is based on the designation as of the 12 months prior to the end of the current period and does not reflect changes in cohort designation that may occur through the current period.

Previous wording

This metric is calculated by first determining the ARR generated 12 months prior to the end of the current period for a cohort of customers who had active contracts at that time. We then calculate ARR from the same cohort of customers at the end of the current period, which includes customer contraction and churn, and excludes customer expansion. The current period ARR is then divided by the prior period ARR to arrive at our dollar-based gross retention rate.

Current wording

This metric is calculated by first determining the ARR generated 12 months prior to the end of the current period for a cohort of customers who had active contracts at that time. We then calculate ARR from the same cohort of customers at the end of the current period, which includes customer contraction and churn, and excludes customer expansion. The current period ARR is then divided by the prior period ARR to arrive at our dollar-based gross retention rate. The cohort of customers that we present dollar-based gross retention rate for include customers with ARR of less than $50,000, customers with ARR of $50,000 or more, and total customers. The cohort designation is based on the designation as of the 12 months prior to the end of the current period and does not reflect changes in cohort designation that may occur through the current period.

Previous wording

Cost of revenue consists primarily of employee-related costs, including personnel-related costs, which mainly consist of salaries and wages, and stock-based compensation expense. Cost of revenue also includes fees associated with our Publisher Network application provider arrangements, the nature of which may be unpaid, fixed, or variable, and are unpaid with many of our larger providers, as well as the costs associated with our data centers. In addition, cost of revenue includes depreciation expense, which includes amounts allocated based on employee headcount, as well as amounts related to certain capitalized software development costs incurred in connection with additional functionality to our platform. Cost of revenue also includes amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as lease expenses and asset impairments associated with our office spaces, which are allocated based on employee headcount. In addition, cost of revenue includes professional related costs and software expense, which relates to licenses, professional services, and other costs associated with software for use in the operations of our business, which is also allocated based on employee headcount.

Current wording

Cost of revenue consists primarily of employee-related costs, including personnel-related costs, which mainly consist of salaries and wages, and stock-based compensation expense. Cost of revenue also includes fees associated with our Publisher Network application provider arrangements, the nature of which may be unpaid, fixed, or variable, and are unpaid with many of our larger providers, as well as the costs associated with our data centers. In addition, cost of revenue includes depreciation expense, which includes amounts allocated based on employee headcount, as well as amounts related to certain capitalized software development costs incurred in connection with additional functionality to our platform. Cost of revenue also includes amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as lease expenses (net of sublease income), and asset impairments associated with our office spaces, which are allocated based on employee headcount. In addition, cost of revenue includes professional related costs and software expense, which relates to licenses, professional services, and other costs associated with software for use in the operations of our business, which is also allocated based on employee headcount.

Previous wording

Sales and marketing expenses. Sales and marketing expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages and costs of obtaining revenue contracts. Sales and marketing expenses also include lease expenses and asset impairments associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, sales and marketing expenses include amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as costs related to advertising and conferences and brand awareness events.

Current wording

Sales and marketing expenses. Sales and marketing expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages and costs of obtaining revenue contracts. Sales and marketing expenses also include lease expenses (net of sublease income), and asset impairments associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, sales and marketing expenses include amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as costs related to advertising and conferences and brand awareness events.

Previous wording

Research and development expenses. Research and development expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages. Capitalized software development costs related to additional functionality to our platform are excluded from research and development expenses as they are capitalized as a component of property and equipment, net and depreciated to cost of revenue over the term of their useful life. Research and development expenses also include data centers costs associated with pre-production costs for testing and quality assurance, as well as lease expenses and asset impairments associated with our office spaces, and software expense, each of which are allocated based on employee headcount.

Current wording

Research and development expenses. Research and development expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages. Capitalized software development costs related to additional functionality to our platform are excluded from research and development expenses as they are capitalized as a component of property and equipment, net and depreciated to cost of revenue over the term of their useful life. Research and development expenses also include data centers costs associated with pre-production costs for testing and quality assurance, as well as lease expenses (net of sublease income), and asset impairments associated with our office spaces, and software expense, each of which are allocated based on employee headcount.

Previous wording

General and administrative expenses. General and administrative expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense for our finance and accounting, human resources, information technology and legal support departments. Personnel-related costs mainly consist of salaries and wages. General and administrative expenses also include lease expenses and asset impairments associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, general and administrative expenses include other professional related costs which include acquisition-related costs, as well as fair value adjustments related to contingent consideration.

Current wording

General and administrative expenses. General and administrative expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense for our finance and accounting, human resources, information technology and legal support departments. Personnel-related costs mainly consist of salaries and wages. General and administrative expenses also include lease expenses (net of sublease income), and asset impairments associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, general and administrative expenses include bad debt expense and other professional related costs which include acquisition-related costs, as well as fair value adjustments related to contingent consideration.

Previous wording

(1)See Note 10 "Stock-Based Compensation", to the condensed consolidated financial statements for amounts included.

Current wording

(1)See Note 10 "Stock-Based Compensation" to our condensed consolidated financial statements for amounts included.

Previous wording

Total revenue was $112.0 million for the three months ended October 31, 2025, compared to $114.0 million for the three months ended October 31, 2024, a decrease of $2.0 million or 2%. For both the three months ended October 31, 2025 and 2024, revenue recognized from subscription and associated support to our platform was 94%, while revenue recognized from professional services was 6%.

Current wording

Total revenue was $107.9 million for the three months ended April 30, 2026, compared to $109.5 million for the three months ended April 30, 2025, a decrease of $1.6 million or 1%. The decrease was primarily driven by customer attrition. For the three months ended April 30, 2026 and 2025, revenue recognized from subscription and associated support to our platform was 94%, while revenue recognized from professional services was 6%, compared to 93% and 7%, respectively.

Previous wording

Revenue for the three months ended October 31, 2025, included a positive impact from foreign currency exchange rates of approximately $0.3 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 April 30, 2026, included a positive impact from foreign currency exchange rates of approximately $0.6 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

Research and development expense was $22.6 million for the three months ended October 31, 2025, compared to $21.1 million for the three months ended October 31, 2024, an increase of $1.5 million or 7%. The increase was primarily driven by a $1.1 million increase in stock-based compensation expense largely due to awards granted in connection with the acquisition of Places Scout. In addition, asset impairment charges of $0.9 million were recognized during the three months ended October 31, 2025 in connection with subleasing a floor of our corporate headquarters. The increase was offset by a $1.1 million decrease in costs associated with the acquisition of Hearsay recognized during the three months ended October 31, 2024, primarily related to the incentive pool.

Current wording

Cost of revenue was $29.2 million for the three months ended April 30, 2026, compared to $27.1 million for the three months ended April 30, 2025, an increase of $2.1 million or 8%. The increase was primarily driven by a $1.1 million increase in data center costs. In addition, asset impairment charges of $1.5 million were recognized during the three months ended April 30, 2026, primarily in connection with subleasing a floor of our corporate headquarters.

Previous wording

Gross margin was 73.9% for the three months ended October 31, 2025, compared to 77.0% for the three months ended October 31, 2024 as reflected in the discussion above.

Current wording

Gross margin was 72.9% for the three months ended April 30, 2026, compared to 75.2% for the three months ended April 30, 2025 as reflected in the discussion above.

Previous wording

Sales and marketing expense was $34.0 million for the three months ended October 31, 2025, compared to $43.7 million for the three months ended October 31, 2024, a decrease of $9.6 million or 22%. The decrease was primarily driven by employee-related costs as personnel-related costs decreased $6.6 million and stock-based compensation expense decreased $1.7 million, reflecting lower headcount. In addition, advertising costs decreased $0.9 million. The decrease was offset by asset impairment charges of $1.0 million recognized during the three months ended October 31, 2025 in connection with subleasing a floor of our corporate headquarters.

Current wording

Sales and marketing expense was $29.4 million for the three months ended April 30, 2026, compared to $36.2 million for the three months ended April 30, 2025, a decrease of $6.8 million or 19%. The decrease was primarily driven by employee-related costs as personnel-related costs decreased $5.7 million and stock-based compensation expense decreased $0.8 million, reflecting lower headcount. This was offset by asset impairment charges of $1.1 million recognized during the three months ended April 30, 2026, primarily in connection with subleasing a floor of our corporate headquarters.

Previous wording

General and administrative expense was $18.4 million for the three months ended October 31, 2025, compared to $33.4 million for the three months ended October 31, 2024, a decrease of $15.0 million or 45%. The decrease was primarily driven by the acquisition of Hearsay on August 1, 2024, which resulted in $9.4 million of costs associated with the incentive pool being incurred during the three months ended October 31, 2024, as well as changes in the fair value of contingent consideration of $4.9 million. See Note 6 "Fair Value of Financial Instruments" to our condensed consolidated financial statements for additional information on contingent consideration. In addition, professional related costs decreased $0.7 million largely due to acquisition-related costs related to Hearsay included in our results for the three months ended October 31, 2024. The decrease was offset by asset impairment charges of $0.8 million recognized during the three months ended October 31, 2025 in connection with subleasing a floor of our corporate headquarters.

Current wording

General and administrative expense was $22.3 million for the three months ended April 30, 2026, compared to $23.2 million for the three months ended April 30, 2025, a decrease of $0.9 million or 4%. The decrease was primarily driven by changes in the fair value of contingent consideration of $1.6 million. See Note 6 "Fair Value of Financial Instruments" to our condensed consolidated financial statements for additional information on contingent consideration. In addition, stock-based compensation expense decreased $1.9 million mainly due to the timing of awards vesting and professional related costs decreased $0.9 million inclusive of acquisition-related costs related to Places Scout included in our results for the three months ended April 30, 2025. This was offset by an increase in personnel-related costs of $2.1 million, reflecting higher headcount, and asset impairment charges of $1.1 million recognized during the three months ended April 30, 2026, primarily in connection with subleasing a floor of our corporate headquarters.

Previous wording

Non-GAAP net income (loss) is a financial measure that is not calculated in accordance with GAAP. We define non-GAAP net income (loss) as our GAAP net income (loss) as adjusted to exclude the effects of stock-based compensation expense, acquisition-related costs, amortization of acquired intangibles, asset impairments, and strategic transaction costs, and the related income tax effect of these adjustments. Acquisition-related costs include transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements. Strategic transaction costs relate to third-party costs incurred for Michael Walrath’s, Yext’s Chief Executive Officer and Chairman on the Board of Directors, non-binding proposal to acquire all outstanding shares. We believe non-GAAP net income (loss) provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of our results of operations. We also believe non-GAAP net income (loss) is useful in evaluating our operating performance compared to that of other companies in our industry, as it eliminates the effects of stock-based compensation, acquisition-related costs, amortization of acquired intangibles, asset impairments, and strategic transaction costs, which may vary for reasons unrelated to overall operating performance.

Current wording

Non-GAAP net income (loss) is a financial measure that is not calculated in accordance with GAAP. We define non-GAAP net income (loss) as our GAAP net income (loss) as adjusted to exclude the effects of stock-based compensation expense, acquisition-related costs, amortization of acquired intangibles, asset impairments, strategic transaction costs, and payroll tax contingencies, as well as the related income tax effect of these adjustments. Acquisition-related costs include transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements. Asset impairments include charges associated with subleasing floors of our corporate offices and capitalized implementation costs of cloud computing arrangements. Strategic transaction costs relate to third-party costs incurred in connection with Michael Walrath’s, Yext’s Chief Executive Officer and Chairman on the Board of Directors, non-binding proposal to acquire all outstanding shares. Payroll tax contingencies are related to a state payroll withholding tax audit that are not expected to recur. We believe non-GAAP net income (loss) provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of our results of operations. We also believe non-GAAP net income (loss) is useful in evaluating our operating performance compared to that of other companies in our industry, as it eliminates the effects of stock-based compensation, acquisition-related costs, amortization of acquired intangibles, asset impairments, strategic transaction costs, and payroll tax contingencies, which may vary for reasons unrelated to overall operating performance.

Previous 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 subsequently 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.

Current wording

We utilize a projected tax rate of 25.5% in our computation of the non-GAAP income tax provision for fiscal 2027. 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

Adjusted EBITDA is a non-GAAP financial measure that we believe offers a useful view of overall operations used to assess the performance of core business operations and for planning purposes. We define Adjusted EBITDA as GAAP net income (loss) before (1) interest income (expense), net, (2) (provision for) benefit from income taxes, (3) depreciation and amortization, (4) other income (expense), net, (5) stock-based compensation expense, (6) acquisition-related costs, (7) asset impairments, and (8) strategic transaction costs. The most directly comparable GAAP financial measure to Adjusted EBITDA is GAAP net income (loss). Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to GAAP net income (loss) as a measure of operating performance.

Current wording

Adjusted EBITDA is a non-GAAP financial measure that we believe offers a useful view of overall operations used to assess the performance of core business operations and for planning purposes. We define Adjusted EBITDA as GAAP net income (loss) before (1) interest income (expense), net, (2) (provision for) benefit from income taxes, (3) depreciation and amortization, (4) other income (expense), net, (5) stock-based compensation expense, (6) acquisition-related costs, (7) asset impairments, (8) strategic transaction costs and (9) payroll tax contingencies. The most directly comparable GAAP financial measure to Adjusted EBITDA is GAAP net income (loss). Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to GAAP net income (loss) as a measure of operating performance.

Previous wording

Beginning with the three months ended October 31, 2025, we revised our definitions of Non-GAAP net income (loss) and Adjusted EBITDA to include adjustments for asset impairment charges associated with subleasing a floor of our corporate offices, as well as strategic transaction costs related to third-party costs incurred for Michael Walrath’s, Yext’s Chief Executive Officer and Chairman on the Board of Directors, non-binding proposal to acquire all outstanding shares. We believe these changes provide investors with a view of continuing core operations without the effects of these items, which may vary for reasons unrelated to overall operating performance.

Current wording

Beginning with the three months ended April 30, 2026, we revised our definition of Non-GAAP net income (loss) and Adjusted EBITDA to include asset impairment charges associated with capitalized implementation costs of cloud computing arrangements. We believe this change provides investors with a view of continuing core operations without the effects of this item, which may vary for reasons unrelated to overall operating performance.

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 as no strategic transaction costs or asset impairments occurred.

Current wording

We have recast our results on the same basis for the prior comparative periods presented, although the effects in those periods remain unchanged.

Previous wording

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 to non-GAAP net income:

Previous wording

The following table reconciles our GAAP net income (loss) to Adjusted EBITDA:

Current wording

The following table reconciles our GAAP net income to Adjusted EBITDA:

Previous wording

The following table provides a reconciliation of GAAP Cash flow provided by (used in) operating activities to free cash flow:

Current wording

The following table provides a reconciliation of GAAP cash flow provided by operating activities to free cash flow:

Previous wording

As of October 31, 2025, our principal sources of liquidity were cash and cash equivalents of $139.9 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 April 30, 2026, our principal sources of liquidity were cash and cash equivalents of $91.9 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 $100.0 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.

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” and borrowings under the Term Loan Facilities, the "Term Loans"). The Term Loan Facilities mature on May 15, 2030. We 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 our 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 proceeds of the term loans made under the Delayed Draw Term Loan Facility were used in connection with our Tender Offer.

Previous 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.

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 (subject to a 1.00% floor) plus 5.25%. 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 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 quarterly arrears, in the case of 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. As of April 30, 2026, interest on the Term Loan Facilities was based on an 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 $35.0 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.

Current wording

The May 2025 Credit Agreement contains customary affirmative and negative covenants and restrictions that, among other things, restrict our and our subsidiaries' ability to repurchase stock, incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our 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 connection with the May 2025 Credit Agreement, we incurred original issue discount costs of $1.0 million and debt issuance costs of $0.7 million. These costs will be amortized to interest expense over the term of the Term Loan Facilities using the effective interest method.

Current wording

In connection with the May 2025 Credit Agreement, we incurred original issue discount costs of $1.5 million and debt issuance costs of $0.8 million. These costs will be amortized to interest expense over the term of the Term Loan Facilities using the effective interest method.

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 nine months ended October 31, 2025, 8,538,862 shares were purchased and as of October 31, 2025, approximately $22.3 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 three months ended April 30, 2026, no repurchases were made under the share repurchase program. As of April 30, 2026, approximately $14.9 million remains available for future purchases, exclusive of commissions paid on the repurchase of shares. In May 2026, our Board of Directors authorized an additional $100.0 million to our share repurchase program.

Previous wording

Net cash provided by operating activities of $26.3 million for the nine months ended October 31, 2025 reflected our net income of $33.7 million, adjusted by non-cash charges including stock-based compensation expense of $38.0 million, depreciation and amortization expense of $20.3 million, as well as amortization of operating lease right-of-use assets of $7.1 million, and asset impairment charges of $3.8 million. These non-cash charges were offset by $25.9 million related to adjustments in contingent consideration. In addition, there were positive adjustments resulting from changes in accounts receivable of $49.8 million, mainly due to the timing of billing and cash collections during the period, as well as changes in other long term assets of $6.5 million, and costs to obtain revenue contracts of $9.2 million. These increases were offset by changes in unearned revenue of $77.4 million, accounts payable, accrued expense and other current liabilities of $17.5 million, other long term liabilities of $11.6 million, and operating lease liabilities of $10.6 million.

Current wording

Net cash provided by operating activities of $37.4 million for the three months ended April 30, 2026 reflected our net income of $2.6 million, adjusted by non-cash charges including stock-based compensation expense of $10.0 million, depreciation and amortization expense of $6.2 million, as well as amortization of operating lease right-of-use assets of $2.3 million and asset impairment charges of $4.7 million. In addition, there were positive adjustments resulting from changes in accounts receivable of $49.4 million, mainly due to the timing of billing and cash collections during the period, and costs to obtain revenue contracts of $2.9 million. These increases were offset by changes in unearned revenue of $15.8 million, accounts payable, accrued expense and other current liabilities of $14.7 million, prepaid expenses and other current assets of $6.3 million, operating lease liabilities of $3.7 million and other long term assets of $0.9 million.

Previous wording

Net cash provided by operating activities of $11.9 million for the nine months ended October 31, 2024 reflected our net loss of $20.7 million, adjusted by non-cash charges including stock-based compensation expense of $37.1 million, depreciation and amortization expense of $12.1 million, including $3.5 million related to the amortization of acquired intangibles, as well as $6.5 million related to the amortization of operating lease right-of-use assets. In addition, there were positive adjustments resulting from changes in accounts receivable of $55.3 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 $10.5 million and $7.2 million in accounts payable, accrued expenses and other current liabilities. These increases were partially offset by changes in unearned revenue of $89.1 million, and operating lease liabilities of $8.3 million.

Current 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.

Previous wording

Net cash used in investing activities of $20.5 million for the nine months ended October 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 $1.7 million.

Current 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.

Previous wording

Net cash provided by financing activities of $10.1 million for the nine months ended October 31, 2025 reflected proceeds from debt issuance of $99.0 million related to the May 2025 Credit Agreement, and $2.1 million of net proceeds from employee stock purchase plan withholdings. This was offset by $59.8 million associated with repurchases of common stock as part of our share repurchase program, as well as $18.5 million associated with payments for taxes related to the net share settlement of stock-based compensation awards, and deferred acquisition payments of $13.5 million made in connection with the Hearsay acquisition.

Current wording

Net cash used in financing activities of $100.1 million for the three months ended April 30, 2026 reflected cash outflows of $142.0 million associated with our Tender Offer, $5.0 million associated with payments for taxes related to the net share settlement of stock-based compensation awards, and deferred acquisition payments of $2.9 million made in connection with the Hearsay and Places Scout acquisitions. This was offset by proceeds from debt issuance of $49.5 million related to the May 2025 Credit Agreement.

Previous wording

Net cash used in financing activities of $13.2 million for the nine months ended October 31, 2024 was primarily related to cash outflows of $9.0 million associated with payments for taxes related to the net share settlement of stock-based compensation awards, as well as $6.8 million associated with repurchases of common stock as part of our share repurchase program. This was partially offset by net proceeds from employee stock purchase plan withholdings of $2.2 million.

Current 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.

Previous wording

See Note 13 "Commitments and Contingencies", to our condensed consolidated financial statements for further discussion on contractual obligations.

Current wording

See Note 14 "Commitments and Contingencies" to our condensed consolidated financial statements for additional information on contractual obligations.

Previous 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.

Current wording

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