Yext, Inc. Announces Commencement of Modified Dutch Auction Tender Offer to Purchase Up to $180 Million of its Common Stock
MWN-AI** Summary
Yext, Inc. (NYSE: YEXT), a prominent brand visibility platform, has announced the initiation of a modified Dutch auction tender offer to repurchase up to $180 million of its common stock. The offer allows Yext shareholders to sell their shares at a price range between $5.75 and $6.50 per share, providing them with a chance to realize returns above the stock's recent closing price of $4.91 on February 9, 2026. The tender offer will expire at 5:00 p.m. ET on March 12, 2026, unless extended or terminated, allowing shareholders to tender their shares or withdraw their offers before the deadline.
The primary motive behind this tender offer is to return capital to Yext's stockholders and to provide them with liquidity options without the potential disruptions often associated with open market transactions. The option to tender shares at a personally chosen price within the stated range is a key feature, empowering shareholders to decide their level of participation. Notably, the tender offer is not contingent on a minimum number of shares being tendered, nor is it subject to a financing condition, although it must meet certain specified criteria detailed in the official offer documents.
Yext is aiming to enhance shareholder value, and those who opt not to participate in the tender offer will see an increase in their relative ownership percentage in the company. Yext's board of directors, the dealer manager, and other affiliated entities have not issued a recommendation regarding participation, urging shareholders to consult their financial advisors when making their decisions.
Further information, including official documents pertaining to the tender offer, is accessible through Yext’s investor relations website and the Securities and Exchange Commission's platform.
MWN-AI** Analysis
Yext, Inc. (NYSE: YEXT) recently announced a modified Dutch Auction tender offer to repurchase up to $180 million worth of its common stock at prices ranging from $5.75 to $6.50 per share. This strategic move comes as Yext aims to return capital to shareholders and enhance overall shareholder value. As of February 9, 2026, Yext's stock closed at $4.91, which presents an interesting opportunity for investors considering taking part in the tender.
The modified Dutch Auction approach allows shareholders to choose their selling price within the provided range, potentially providing more attractive buying conditions than the current market price. This can be particularly appealing for investors looking for immediate liquidity while also avoiding some of the typical transaction costs associated with open market sales.
For risk-averse investors, participating in the tender offer could represent a relatively low-risk exit strategy, especially given that the offer is not conditioned on a minimum number of shares being tendered. However, it is essential to consider the broader market conditions and Yext's operational performance. With a focus on brand visibility in a competitive digital landscape, Yext's future will largely depend on its ability to maintain relevance and innovate its offerings.
Long-term investors who opt not to tender their shares may benefit from an increased percentage ownership in Yext, as the total number of shares outstanding decreases post-tender. Furthermore, as the company continues to execute its growth strategy, shareholders could see an appreciation in stock value over time.
Ultimately, whether to participate in the tender offer will depend on individual investment strategies and outlooks on Yext's trajectory. Investors are advised to consult with their financial advisors and closely analyze Yext’s tender offer statement for a comprehensive understanding of the associated risks and benefits before making a decision.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Yext, Inc. (NYSE: YEXT), the leading brand visibility platform, today announced that it commenced a “modified Dutch Auction” tender offer to purchase up to $180 million in value of shares of its issued and outstanding common stock, or such lesser number of shares of its common stock as are properly tendered and not properly withdrawn, at a price not less than $5.75 per share nor greater than $6.50 per share, to the seller in cash, less any applicable withholding taxes and without interest. The tender offer is made in accordance with the terms and subject to the conditions described in the offer to purchase and the related letter of transmittal, as each may be amended or supplemented from time to time.
The closing price of Yext’s common stock on the New York Stock Exchange on February 9, 2026, the last full trading day before the commencement of the tender offer, was $4.91 per share. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on March 12, 2026, unless the tender offer is extended or terminated. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer.
The purpose of the tender offer is to return capital to Yext stockholders. In particular, Yext believes the “modified Dutch auction” tender offer set forth in the offer to purchase is a mechanism that will provide all Yext stockholders with the opportunity to tender all or a portion of their stock if they so elect at a price they may select within the specified range. In addition, the tender offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their stock holdings, without potential disruption to the stock price and the usual transaction costs inherent in open market purchases and sales. Stockholders who choose not to participate will increase their relative percentage interest in Yext and its future results.
The tender offer is not conditioned on any minimum number of shares being tendered and is not subject to a financing condition. However, the tender offer is subject to a number of other conditions, which are described in detail in the offer to purchase. Specific instructions and a complete explanation of the terms and conditions of the tender offer are contained in the offer to purchase, the related letter of transmittal and other related materials, which will be mailed to stockholders of record promptly after commencement of the tender offer.
The information agent for the tender offer is D.F. King & Co., Inc. The depositary for the tender offer is Broadridge Corporate Issuer Solutions, LLC. The dealer manager for the tender offer is BofA Securities, Inc. For all questions relating to the tender offer, please call the information agent, D.F. King & Co., Inc., toll-free at (800) 967-4614; banks and brokers may call the dealer manager, BofA Securities, Inc. at (646) 855-6770.
None of Yext, the members of its board of directors, the dealer manager, the information agent or the depositary, or any of their respective affiliates, makes any recommendation as to whether any stockholder should participate or refrain from participating in the tender offer or as to the purchase price or purchase prices at which stockholders may choose to tender their shares in the tender offer. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which their shares should be tendered. In doing so, stockholders should consult their own financial advisors, tax advisors and/or brokers and read carefully and evaluate all of the information in the offer to purchase, the related letter of transmittal and other related materials (as they may be amended or supplemented), including the reasons for the tender offer.
About Yext, Inc.
Yext (NYSE: YEXT) is the leading brand visibility platform, built for a world where discovery and engagement happen everywhere—across AI search, traditional search, social media, websites, and direct communications. Powered by over 2 billion trusted data points and a suite of integrated products, Yext provides brands the clarity, control, and confidence to perform across digital channels. From real-time insights to AI-driven recommendations and execution at scale, Yext turns a brand's digital presence into a competitive advantage. Thousands of leading brands rely on Yext to stay visible, stay ahead, and grow. To learn more about Yext, visit Yext.com or follow us on LinkedIn and X.
Additional Information Regarding the Tender Offer
This press release and the descriptions contained herein are for informational purposes only and are not a recommendation to buy or sell, nor an offer to buy or the solicitation of an offer to sell, any shares of Yext’s common stock or any other securities of Yext. Yext will be filing today a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other related materials, with the United States Securities and Exchange Commission (the “ SEC ”). The tender offer will only be made pursuant to the offer to purchase, the related letter of transmittal and other related materials filed as part of the issuer tender offer statement on Schedule TO, in each case as may be amended or supplemented from time to time. Stockholders should read carefully the offer to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, the related letter of transmittal and other related materials that Yext will be filing with the SEC through Yext’s website at investors.Yext.com and at the SEC’s website at www.sec.gov . In addition, free copies of these documents may be obtained by contacting D.F. King & Co., Inc., the information agent for the tender offer, toll-free at (800) 967-4614.
Forward-Looking Statements
This press release may include statements that may constitute “forward-looking statements,” regarding Yext's expectations, beliefs, intentions, or strategies regarding the future, including statements regarding the effects, benefits, and challenges of a potential tender offer, the timing of commencement, expiration and closing of the tender offer, the amount and the pricing of the tender offer and other terms and conditions of the tender offer and statements containing the words “believe,” “expect,” “will,” “should,” “could,” “estimate,” “anticipate,” or similar expressions. The actual success of the planned tender offer is subject to a number of factors, including (1) developments or changes in economic or market conditions, (2) developments or changes in the securities markets, (3) developments or changes in Yext’s business, financial condition or cash flows, and (4) the factors identified under “Risk Factors” in Yext’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, in Yext’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, and in other reports filed by Yext with the SEC. Yext undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this release.
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Investor Relations
ir@yext.com
Public Relations
pr@yext.com
FAQ**
How does the "modified Dutch Auction" tender offer impact the existing shareholders of Yext Inc. YEXT, and what are the potential benefits of participating in the offer?
What factors contributed to Yext Inc. YEXT deciding to initiate a tender offer at a price range of $5.75 to $6.50 per share given the recent market price of $4.91?
What risks or conditions could potentially affect the success of Yext Inc. YEXT's tender offer, and how might these influence shareholders' decisions?
How will Yext Inc. YEXT ensure that all shareholders have access to the necessary information regarding the tender offer and its terms during the process?
**MWN-AI FAQ is based on asking OpenAI questions about Yext Inc. (NYSE: YEXT).
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