Yext (YEXT) investor relations material

Executive summary

• FY2026 revenue was $446.6M vs. $421.0M; net income was $37.9M vs. a $27.9M loss, and Adjusted EBITDA was $107.3M vs. $67.0M. Revenue increase was attributed entirely to Hearsay acquisition revenue.

• Proposal seeks approval of an 11M-share CEO performance option, intended as sufficient equity compensation for the 10 years after grant; without stockholder approval within 12 months, it is forfeited in full.

• Fiscal 2026 highlights included acquiring Places Scout, launching Yext Scout, and securing a $200M senior secured term loan facility managed by BlackRock.

Voting matters and shareholder proposals

• Proposal 1 asks stockholders to approve the standalone performance-based option granted to Michael Walrath on October 11, 2026; the Board recommends FOR, with Walrath abstaining from the Board vote.

• Option covers up to 11M shares at a $7.00 exercise price; 14 tranches require sustained share-price targets from $21.00 to $88.08 within 5-, 7- or 10-year periods, plus continued CEO service.

• Proposal 2 seeks authority to adjourn the special meeting to solicit more proxies if Proposal 1 lacks votes; the Board recommends FOR. Each proposal requires a majority of voting power present or represented and entitled to vote.

• Special meeting is scheduled virtually for December 22, 2026; November 12, 2026 is the record date. Each common share carries one vote; abstentions have the same effect as AGAINST votes on both proposals.

Board of directors and corporate governance

• Daniel Englander joined the Board and compensation committee on June 10, 2026 and chairs the committee; Jesse Lipson’s Board term expired the same day.

• Compensation decisions are made by an independent compensation committee, advised by Compensia, which reported directly to the committee and provided no other services in FY2026; the committee found no conflict of interest.

• Non-employee director annual equity awards are valued at approximately $175,000 and vest in full on the one-year anniversary; new directors’ initial awards are approximately $350,000 and vest over three years.

• Non-employee directors received 27,131 restricted shares or units each on June 11, 2025; all vested June 11, 2026, including Lipson’s award, which accelerated at term expiration.