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Yext, Inc.

For the period ended Sep 1, 2026. Filed Sep 1, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Sep 1, 2026 · Filed Sep 1, 2026

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YEXT$7.57-1.0%Stored close · as of Nov 6, 2026
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Contents

EX-99.2 · Capital Allocation and Value Creation Framework

Capital Allocation and Value Creation Framework

Q10: You repurchased 1.8 million shares this quarter and approximately$106.2 million remains available under your existing repurchase authorization. How should we think about the pace of buybacks from here?

A10: We repurchased approximately 1.8 million shares during the quarter, roughly 2% of the shares outstanding, at an average price of $4.78, and ended July with 99.3 million shares outstanding. This was the first quarter that reflects the full effect of the tender offer we completed in the spring, through which we repurchased 24.3 million shares at $5.75 per share for a total of $140.0 million, excluding fees. Since the beginning of fiscal 2023, we have repurchased 55.1 million shares and reduced our outstanding share count by about 24%. With net debt of only about 0.5 times trailing twelve-month Adjusted EBITDA and a strong free cash flow profile, we have considerable financial flexibility to pursue accretive capital allocation opportunities.

Q11: You measure dilution by net new shares issued rather than by stock-based compensation expense alone. What concrete steps have you taken this year, and how should shareholders gauge your progress?

A11: It is worth noting that stock-based compensation expense of $10.0 million in the second quarter was down 23% from a year ago. Moving on to our core principle: corporate cash generation is only valuable if it actively protects shareholders from the eroding effects of dilution, so we evaluate dilution by the actual number of net new shares issued, and this year we built that principle directly into our equity program. We eliminated the evergreen provision from our equity plan, so shares can no longer be added to the pool automatically and any future increase requires shareholder approval. Roughly two-thirds of the long-term retention grants made this spring vest only if our stock reaches prices between $9 and $20 per share, which means meaningful dilution can only occur in scenarios where our shareholders have already experienced substantial equity appreciation. We encourage you to review the details in our proxy statement, to see how our incentives are aligned with shareholders.

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