Amendment: SEC Form SC TO-I/A filed by Yext Inc.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 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 the appropriate boxes to designate any transactions to which the statement relates:

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:

This Amendment No. 1 (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 (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 offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 10, 2026 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended and supplemented from time to time, the “Offer”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.

The purpose of this Amendment is to amend and supplement the Schedule TO and the Offer to Purchase. 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 and the Letter of Transmittal.

Items 1 through 9 and Item 11.

The disclosure in the Offer to Purchase and Items 1, 4, 7 and 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:

Summary Term Sheet; Are there any conditions to the Offer?

Page 5 of the Offer to Purchase is hereby amended and supplemented by replacing the first bullet with the following:

“there has been instituted, threatened in writing, pending or taken any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that, in our reasonable judgment:”

Page 5 of the Offer to Purchase is hereby amended and supplemented by replacing the ninth bullet with the following:

“the commencement or material escalation, on or after February 10, 2026, of war, armed hostilities or other international or national calamity, including, but not limited to, any outbreak of a pandemic or contagious disease or an act of terrorism, involving the United States, which, in our reasonable judgment, has a material adverse effect on us or makes it inadvisable for us to proceed with the Offer;”

Page 7 of the Offer to Purchase is hereby amended and supplemented by replacing the fourth bullet with the following:

“any change or changes have occurred or are threatened in writing in or related to our or our subsidiaries’ business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), operations, results of operations or prospects that, in our reasonable judgment, has or could be expected to have a material adverse effect on us or our subsidiaries, or on the trading in the Shares, or on the benefits we expect to receive from the Offer;”

Section 7. Conditions of the Offer.

Page 29 of the Offer to Purchase is hereby amended and supplemented by replacing the first bullet with the following:

“there has been instituted, threatened in writing, pending or taken any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that, in our reasonable judgment:”

Page 29 of the Offer to Purchase is hereby amended and supplemented by replacing the ninth bullet with the following:

“the commencement or material escalation, on or after February 10, 2026, of war, armed hostilities or other international or national calamity, including, but not limited to, any outbreak of a pandemic or contagious disease or an act of terrorism, involving the United States, which, in our reasonable judgment, has a material adverse effect on us or makes it inadvisable for us to proceed with the Offer;”

Page 31 of the Offer to Purchase is hereby amended and supplemented by replacing the fourth bullet with the following:

“any change or changes have occurred or are threatened in writing in our or our subsidiaries’ business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), operations, results of operations or prospects that, in our reasonable judgment, has or could be expected to have a material adverse effect on us or our subsidiaries, or on the trading in the Shares, or on the benefits we expect to receive from the Offer;”

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended by removing Exhibit (d)(15).

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.

Dated: February 23, 2026

EXHIBIT INDEX

*       Previously filed.