Washington, D.C. 20549 FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period endedJuly 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number:001-38056 YEXT, INC. (Exact name of registrant as specified in its charter) 61 Ninth AvenueNew York,NY10011(Address of principal executive offices, including zip code)(212)994-3900(Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐ Accelerated filer☐Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).Yes☐No☒ As of August20, 2025, the registrant had123,236,797shares of common stock, $0.001 par value per share outstanding. TABLE OF CONTENTS Item 1Financial Statements5Condensed Consolidated Balance Sheets (Unaudited)5Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)(Unaudited)6Condensed Consolidated Statements of Stockholders' Equity (Unaudited)7Condensed Consolidated Statements of Cash Flows (Unaudited)9Notes to Condensed Consolidated Financial Statements10Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3Quantitative and Qualitative Disclosures About Market Risk41Item 4Controls and Procedures42 Item 1Legal Proceedings43Item 1ARisk Factors43Item 2Unregistered Sales of Equity Securities and Use of Proceeds70Item 3Defaults Upon Senior Securities70Item 4Mine Safety Disclosures70Item 5Other Information70Item 6Exhibits71 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains, and our officers and representatives may from time to time make, forward-lookingstatements within the meaning of Section27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Allstatements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding ourfuture results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “plan,” “intend,” “can,”“should,” “could,” “would,” “expect,” “possible,” and similar expressions that convey uncertainty of future events or outcomes areintended to identify forward-looking statements. Forward-looking statements included in this Quarterly Report on Form 10-Q include, butare not limited to, statements regarding: •any statement regarding our consideration or the success of the proposal to acquire Yext by Michael Walrath or anyalternative proposals, including the expected timetable for a Special Committee of our Board of Director’s review, evaluation,negotiation and recommendation to our Board of Directors regarding the proposal, the expected timetable or ability tocomplete any proposed acquisition, or the expected benefits of any proposed acquisition; •our future revenue, cost of revenue, operating expenses and cash flows;•anticipated trends, growth rates and challenges in our business and in the markets in which we operate;•the effect of general macroeconomic conditions, including, but not limited to, the impact of foreign currency fluctuations,interest rates, inflation, recession risks and geopolitical events and shifts, including substantial changes in U.S. gov