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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 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 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. 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:

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

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: March 4, 2026

EXHIBIT INDEX

Exhibit

*       Previously filed.