What the changes say
- Yext faces new risks from a $140M self-tender offer increasing long-term debt to $147.5M and credit agreement restrictions.
What changed since the prior 10-K
New
- NewRisks Related to Strategic Considerations
Our capital allocation strategy, including our ongoing self-tender offer, may not be effective at enhancing stockholder value, or providing other benefits we expect
A self-tender offer to repurchase up to $140M of common stock will increase long-term indebtedness to approximately $147.5M and reduce cash reserves and stock liquidity.
- NewRisks Related to Our Business and Industry
We may be unable to fully capture the expected value from strategic acquisitions
Acquisitions may introduce integration difficulties, unanticipated liabilities, and management distractions due to our limited acquisition experience.
- NewRisks Related to Our Business and Industry
adverse impact on our operations in that location
Higher network service provider fees outside the United States could adversely affect gross margins as we expand worldwide.
- NewRisks Related to Our Business and Industry
Our credit agreement may limit our operating flexibility or otherwise adversely affect our business
Our credit agreement contains restrictive covenants limiting asset transfers, debt incurrence, and stock repurchases while securing our obligations with substantially all assets.
- NewRisks Related to Information Technology, Intellectual Property, and Data Security
costs and harm our business and operating results
Competitors or third parties holding large numbers of patents may assert intellectual property infringement claims against us.
- NewRisks Related to Information Technology, Intellectual Property, and Data Security
Further, our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively
Competitors may incorporate AI into their products more successfully, requiring us to incur additional resources and costs to maintain our competitive position.
- NewRisks Related to Laws, Regulation and Taxation
Any failure or perceived failure by us to comply with laws, regulations, policies, legal or contractual obligations, industry
Failures to comply with privacy laws or information security standards could result in investigations, fines, and reputational damage.
Dropped
- DroppedRisks Related to Our Business and Industry
lower demand or prices for our platform, fewer subscriptions and lower or no growth
- DroppedRisks Related to Our Business and Industry
Our credit facility may not be available to us at all or on the same terms as it has in the past
- DroppedRisks Related to Information Technology, Intellectual Property, and Data Security
Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and operating results
- DroppedRisks Related to Information Technology, Intellectual Property, and Data Security
accessed via AI tools may be subject to third-party usage restrictions that could impede our ability to use such content or AI tools or
Risks from U.S. government spending and fiscal policy changes on macroeconomic environment and customer behavior.
Reworded
- 62% rewrittenRisks Related to Laws, Regulation and Taxation
Unanticipated changes in our effective tax rate may impact our financial results
Added phrasing that our effective tax rate could fluctuate due to multiple factors including but not limited to previously listed items.
- 48% rewrittenRisks Related to Our Business and Industry
We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results
Added that the accounting for purchases can be complicated regarding our recent acquisitions of Hearsay and Places Scout.
- 47% rewrittenRisks Related to Our Business and Industry
Adverse economic conditions, including inflation or reduced technology spending, may adversely impact our business
Removed mention of longer sales cycles resulting from weak global economic conditions or reduced technology spending.
- 43% rewrittenRisks Related to Information Technology, Intellectual Property, and Data Security
We are incorporating generative artificial intelligence (“AI”), into some of our products. This technology is new and developing and may present both compliance risks and reputational risks
No substantive changes were made to the text describing generative AI compliance and reputational risks.
- 36% rewrittenRisks Related to Our Business and Industry
Our revenue growth has slowed and even contracted
Updated revenue figures showing 6% growth for fiscal 2026 and noting that without the Hearsay acquisition, revenue would have declined 2%.
Was: Our revenue growth has slowed and even contracted in recent periods
- 33% rewrittenRisks Related to Ownership of Our Common Stock and Our Status as a Public Company
Share repurchases could affect our stock price and increase its volatility and will diminish our cash reserves
Updated share repurchase figures showing 28,930,297 shares repurchased for $185.1M and added details on the February 2026 issuer tender offer.
- 32% rewrittenRisks Related to Our Business and Industry
We have a history of losses and may not achieve profitability in the future
Updated financial results to reflect net income of $37.9 million for fiscal 2026 and an accumulated deficit of $669.2 million as of January 31, 2026.
- 30% rewrittenRisks Related to Our Business and Industry
Our business has evolved, which makes it difficult to predict our future operating results
Specified that changes to our operating results predictability stem from our recent strategic acquisitions.
- 21% rewrittenRisks Related to Laws, Regulation and Taxation
We are subject to general litigation that may materially adversely affect us
All 67 risk factors
Headings as the filing states them, in filing order.
Risks Related to Strategic Considerations
- 01Our capital allocation strategy, including our ongoing self-tender offer, may not be effective at enhancing stockholder value, or providing other benefits we expectNew
Risks Related to Our Business and Industry
- 02Our revenue growth has slowed and even contracted36% rewritten
- 03We have a history of losses and may not achieve profitability in the future32% rewritten
- 04Adverse economic conditions, including inflation or reduced technology spending, may adversely impact our business47% rewritten
- 05We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results48% rewritten
- 06We may be unable to fully capture the expected value from strategic acquisitionsNew
- 07Because we recognize revenue from subscriptions for our platform over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results
- 08Our business has evolved, which makes it difficult to predict our future operating results30% rewritten
- 09We have experienced significant changes to our organization and structure and may not be able to effectively manage those changes
- 10Failure to adequately manage our sales force will impede our growth
- 11We have significant international operations, which exposes us to risk
- 12adverse impact on our operations in that locationNew
- 13Our failure to manage any of these risks successfully could harm our international operations, and adversely affect our overall business, operating results and financial condition
- 14Our growth depends in part on the success of our strategic relationships with existing and prospective Publisher Network application providers
- 15Changes to our pricing models could adversely affect our operating results
- 16Our success depends on a fragmented environment for finding information, particularly information about businesses
- 17The market for our platform is competitive, rapidly evolving and fragmented, and is subject to changing technology and shifting customer needs. Many companies develop and market products and services that compete to varying extents with ours, and we expect competition in our market to intensify
- 18Business and professional service providers may not widely adopt our platform to manage their information or as an important part of their marketing strategy, which would limit our ability to grow our business
- 19If customers do not renew their subscriptions for our platform or if they reduce their subscriptions at the time of renewal, our revenue will decline and our business will suffer
- 20If we are unable to attract new customers, our revenue growth could be slower than we expect and our business may be harmed
- 21If we fail to integrate our platform with a variety of third-party technologies, our platform may become less marketable and less competitive or obsolete and our operating results would be harmed
- 22If we are unable to successfully develop and market new features, make enhancements to our existing features, or expand our offerings into new markets, our business, results of operations and competitive position may suffer
- 23If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs or requirements, our platform may become less competitive
- 24If customers do not expand their use of our platform beyond their current subscriptions and licenses, our ability to grow our business and operating results may be adversely affected
- 25Because our platform is sold to enterprises that often have complex operating environments, we may encounter long and unpredictable sales cycles, which could adversely affect our operating results in any given period
- 26A portion of our revenue is dependent on a few customers
- 27A significant portion of our revenue is dependent on third-party reseller customers, the efforts of which we do not control
- 28processes to calculate, record and account for sales commissions. In fiscal year 2022, we remediated the previously identified deficiencies in internal control over financial reporting and concluded that as of January 31, 2022, and thereafter, we maintained effective internal control over financial reporting
- 29Natural disasters and other events beyond our control could adversely affect us
- 30We depend on our senior management team, and the loss of one or more of our executive officers or key employees could adversely affect our business
- 31The failure to attract and retain additional qualified personnel could prevent us from executing our business strategy
- 32If we fail to provide high-quality customer support and professional services, our business and reputation may suffer
- 33In addition, certain aspects of our customer support, for example data cleansing, are conducted manually and are subject to error. While there are processes designed to verify the accuracy of data, if information is not updated or matched correctly, our reputation may be harmed and we may be subject to liability
- 34If we fail to continue to develop our brand, our business may suffer
- 35Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States
- 36Our estimates of market opportunity, market size and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves our forecasted growth, our business could fail to grow at similar rates, if at all
- 37Certain members of our management team have limited experience managing a public company
- 38We are exposed to fluctuations in currency exchange rates
- 39Our credit agreement may limit our operating flexibility or otherwise adversely affect our businessNew
- 40Our cash and cash equivalents may be exposed to failure of our banking institutions
- 41We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all
Risks Related to Information Technology, Intellectual Property, and Data Security
- 42A security breach, network attack or security incident could delay or interrupt service to our customers, result in the unauthorized access to, or use, modification or publishing of customer content or other information, harm our reputation or subject us to significant liability
- 43costs and harm our business and operating resultsNew
- 44We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, results of operations and financial condition
- 45Our platform utilizes open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business
- 46We employ third-party licensed software for use in or with our platform, and the inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service levels, which could adversely affect our business
- 47The reliability of our network and support infrastructure will be critical to our success. Sustained failures or outages could lead to significant costs and service disruptions, which could negatively affect our business, financial results and reputation
- 48Real or perceived errors, failures or bugs in our software, or in the software or systems of our third-party application providers and partners, could materially and adversely affect our operating results and growth prospects
- 49We are incorporating generative artificial intelligence (“AI”), into some of our products. This technology is new and developing and may present both compliance risks and reputational risks43% rewritten
- 50Further, our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectivelyNew
Risks Related to Laws, Regulation and Taxation
- 51We are subject to general litigation that may materially adversely affect us21% rewritten
- 52Any failure or perceived failure by us to comply with laws, regulations, policies, legal or contractual obligations, industryNew
- 53Regulatory and legislative developments related to the use of AI could adversely affect our use of such technologies in our products, services, and business
- 54We are subject to anti-corruption and anti-bribery, laws, and anti-money laundering laws and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation
- 55We are subject to governmental export and import controls and economic sanctions laws and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws
- 56Changes in laws and regulations related to the internet or changes in internet infrastructure itself may diminish the demand for our platform and could adversely affect our business and results of operations
- 57Unanticipated changes in our effective tax rate may impact our financial results62% rewritten
- 58We may have additional tax liabilities, which could harm our business, results of operations or financial condition
- 59Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase our costs and adversely affect our business
- 60Our ability to use our tax attributes to offset future income tax liabilities may be subject to certain limitations
Risks Related to Ownership of Our Common Stock and Our Status as a Public Company
- 61Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business
- 62The market price of our common stock has been and may continue to be volatile and may decline. Market volatility may affect the value of an investment in our common stock and could subject us to litigation
- 63Future sales and issuances of our capital stock or rights to purchase capital stock could result in dilution of the percentage ownership of our stockholders and could cause our stock price to decline
- 64The price of our common stock could decline if there are substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or if there is a large number of shares of our common stock available for sale and the market perceives that sales will occur
- 65We do not intend to pay dividends for the foreseeable future
- 66Share repurchases could affect our stock price and increase its volatility and will diminish our cash reserves33% rewritten
- 67Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock
Other Yext 10-Ks
- FY2025 10-K risk factors64 risks
Revenue growth has slowed down to single digits recently, accompanied by historical net losses and an accumulated deficit of $707.1 million.
Filed Mar 13, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.