Amendment to Tender Offer Statement (Form SC TO-I/A)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AmendmentNo. 2 to

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

YEXT, INC.
(Name of Subject Company (Issuer))

Yext, Inc.
(Names of Filing Persons (Issuer and Offeror))

Common Stock, par value $0.001 per share
(Title of Class of Securities)

98585N106
(CUSIP Number of Class of Securities)

Michael Walrath

Chief Executive Officer
Yext, Inc.
61 Ninth Avenue

New York, NY 10011
(212) 994-3900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)

Copies to:

Michael C. Labriola

Wilson Sonsini Goodrich & Rosati, P.C.

1700 K Street NW, Fifth Floor

Washington, DC 20006-3814

(202) 973-8800

Marisa D. Stavenas

Patrick M. Baron

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000

¨

Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨

third-party tender offer subject to Rule 14d-1

x

issuer tender offer subject to Rule 13e-4

¨

going-private transaction subject to Rule 13e-3

¨

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Yext, Inc. ("Yext," or the "Company") on February 10, 2026, as amended and supplemented on February 23, 2026 (the "Schedule TO"), relating to the offer by Yext to purchase for cash up to $180 million in value of shares of common stock, par value $0.001 per share (each, a "Share," and collectively, the "Shares"), of the Company at price of not less than $5.75 and not greater than $6.50 per Share, to the seller in cash, less any applicable withholding taxes and without interest.

Yext's tender offer (the "Offer") is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 10, 2026, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO and as amended on February 23, 2026 (together with any subsequent amendments and supplements thereto, the "Offer to Purchase"), and the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").

This Amendment is being filed in connection with (i) an amendment to the Offer to decrease the maximum aggregate purchase price of Shares to be repurchased in the Offer from $180 million to $140 million and (ii) an extension of the Offer from 5:00 p.m. New York City time, on March 12, 2026 until 5:00 p.m., New York City time, on March 18, 2026 (unless the Offer is further extended or earlier terminated). Only those items that are amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read together with the Schedule TO, the Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer, as each may be further amended or supplemented from time to time. Every item in the Schedule TO is deemed to be automatically updated, to the extent such item incorporates by reference any section of the Offer to Purchase that is amended or supplemented therein. All capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Offer to Purchase.

Items 1 through 9 and Item 11.

The disclosure in the Offer Documents and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

1.

All references to the maximum aggregate purchase price of Shares to be repurchased in the Offer now mean $140 million (previously $180 million ).

2.

All references to the Expiration Time now mean 5:00 p.m., New York City Time on March 18, 2026 (previously 5:00 p.m., New York City time, on March 12, 2026).

3.

All references to the approximate number of Shares to be purchased under the Offer, if the Offer is fully subscribed at a maximum Purchase Price of $6.50, now mean 21,538,461 Shares, which would represent approximately 17.5% of the Company's issued and outstanding Shares as of January 31, 2026.

4.

All references to the approximate number of Shares to be purchased under the Offer, if the Offer is fully subscribed at a minimum Purchase Price of $5.75, now mean 24,347,826 Shares, which would represent approximately 19.8% of the Company's issued and outstanding Shares as of January 31, 2026.

5.

All references to the approximate beneficial ownership of the Company's directors and officers as a group, if the Offer is fully subscribed, now mean 7.6% (at the maximum purchase price of $6.50 per Share) and 7.8% (at the minimum purchase price of $5.75 per Share) of the Company's issued and outstanding Shares as of January 31, 2026.

6.

All references to the closing market price for the Shares now mean a closing market price of $5.67 per Share on March 3, 2026, the last full trading day before the announcement of the amendment of the Offer.

In addition, on March 4, 2026, Yext issued a press release announcing the decrease in the maximum aggregate purchase price of Shares to be repurchased in the Offer and the extension of the Offer. The full text of the press release is attached as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

EXHIBIT INDEX

Exhibit
(a)(5)(C)	Press release, dated March 4, 2026.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	YEXT, INC.
	By:	/s/ Ho Shin
	Name:	Ho Shin
	Title:	EVP & General Counsel

Dated: March 4, 2026

EXHIBIT INDEX

Exhibit
(a)(1)(A)	Offer to Purchase, dated February 10, 2026.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 10, 2026.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated February 10, 2026.*
(a)(1)(F)	Summary Advertisement, February 10, 2026.*
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)(A)	Press release, dated February 2, 2026 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed February 2, 2026).
(a)(5)(B)	Press release announcing Tender Offer, dated February 10, 2026.*
(a)(5)(C)	Press release, dated March 4, 2026.
(b)	Credit Agreement, dated May 15, 2025, by and among the Yext, Inc., a Delaware corporation, the lenders from time to time party thereto and Acquiom Agency Services LLC, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 21, 2025).
(d)(1)	Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1/A filed March 17, 2017).
(d)(2)	2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed March 13, 2017).
(d)(3)	Form of Stock Option Grant Notice and Stock Option Agreement under 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1/A filed March 17, 2017).
(d)(4)	Form of Restricted Stock Unit Agreement under 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1/A filed March 17, 2017).
(d)(5)	Form of Restricted Stock Agreement under 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1/A filed March 17, 2017).
(d)(6)	2017 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1/A filed March 17, 2017).
(d)(7)	2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 filed March 13, 2017).
(d)(8)	Form of Stock Option Grant Notice and Stock Option Agreement under 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 filed March 13, 2017).
(d)(9)	Form of Restricted Stock Unit Agreement under 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1 filed March 13, 2017).

Exhibit

(d)(10)	Employee Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 filed March 13, 2017).
(d)(11)	Hearsay Social, Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed August 9, 2024).
(d)(12)	Amended and Restated Outside Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed September 6, 2023).
(d)(13)	Change of Control and Severance Policy (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1 filed March 13, 2017).
(d)(14)	Form of Employment Agreement with the executive officers of the Company (incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1/A filed March 17, 2017).
(d)(16)	Employment Agreement between Yext, Inc. and Michael Walrath (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 8, 2022).
(d)(17)	Form of Stand-Alone Inducement Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed March 8, 2022).
(d)(18)	Form of Performance-Based Restricted Stock Unit Agreement Under 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed June 7, 2023).
(d)(19)	Letter Amendment to Employment Agreement between Yext, Inc. and Michael Walrath (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K filed March 13, 2024).
(d)(20)	Form of Restricted Stock Unit Agreement between Yext, Inc. and Michael Walrath (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K filed March 13, 2024).
(g)	Not Applicable.
(h)	Not Applicable.
107	Filing Fee Table.

* Previously filed.