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What changed in Yext, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Yext, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+315 added−271 removedSource: 10-K (2025-03-13) vs 10-K (2024-03-13)

Top changes in Yext, Inc.'s 2025 10-K

315 paragraphs added · 271 removed · 239 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWhen searching for a business, consumers need to know many relevant attributes such as qualifications of a wealth advisor, amenities at a hotel, or course offerings at a university. As a result, businesses must ensure that the information about their business are available, accurate and consistent online so that they can be found.
Biggest changeAs a result, businesses must ensure that the information about their business is available, accurate and consistent online so that they can be found. Moreover, businesses want to make sure that they appear prominently online when nearby consumers search for them and that consumers can quickly and effectively find the details they are seeking to make a commercial choice.
Consumers are no longer just typing in individual keywords, but are also using natural language phrases and even asking specific, complex questions. Businesses need to be able to understand those questions and answer them accurately and directly. Search Results Provide Direct Answers. Search that is powered by AI has grown significantly in recent years.
Consumers Search Using Natural Language . Consumers are no longer just typing in individual keywords, but are also using natural language phrases and even asking specific, complex questions. Businesses need to be able to understand those questions and answer them accurately and directly. Search Results Provide Direct Answers. Search that is powered by AI has grown significantly in recent years.
Yext’s integrations through its App Directory and Connectors framework offer our customers the ability to connect Yext with other systems to enable customers to accomplish some or all of the following key tasks: • consolidate content from different systems into the Knowledge Graph • sync content from the Knowledge Graph to various systems and applications • power chatbots; • join insights from Yext with other platforms to perform deeper business analysis; • optimize marketing campaigns; and • optimize scheduling, appointment bookings, and other specific tasks.
Yext’s integrations through our App Directory and Connectors framework offer our customers the ability to connect Yext with other systems to enable customers to accomplish some or all of the following key tasks: • consolidate content from different systems into the Knowledge Graph • sync content from the Knowledge Graph to various systems and applications • power chatbots; • join insights from Yext with other platforms to perform deeper business analysis; • optimize marketing campaigns; and • optimize scheduling, appointment bookings, and other specific tasks.
However, there can be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property, or that such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. 10 Trademarks We rely on registered and unregistered trademarks to protect our brand.
However, there can be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property, or that such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Trademarks We rely on registered and unregistered trademarks to protect our brand.
It is our mission to empower businesses to easily manage every aspect of their digital presence to make meaningful connections with their customers across every digital touchpoint. The online consumer journey continues to change with the expansion of artificial intelligence (“AI”) and natural language processing.
It is our mission to empower businesses to easily manage every aspect of their digital presence to make meaningful connections with their customers across every digital touchpoint. The digital consumer journey continues to change with the expansion of artificial intelligence (“AI”) and natural language processing.
The net result of this third-party sourcing has been to produce “best guess” data that can often miss or misstate the true facts about businesses worldwide. • Attributes that Describe the Information About a Business Are Expanding.
The net result of this third-party sourcing has been to produce “best guess” data that can often miss or misstate the true facts about businesses worldwide. 5 • Attributes that Describe the Information About a Business Are Expanding.
With the evolution of consumer online behavior and expectations, successful businesses have changed how they market their brands to be discovered and considered. The rapidly evolving AI tool landscape is changing search engine optimization, and it is becoming more challenging for businesses to keep up and manage all of their information and channels at scale, across various locations and regions.
With the evolution of consumer behavior and expectations, successful businesses have changed how they market their brands to be discovered and considered. The rapidly evolving AI landscape is changing search engine optimization, and it is becoming more challenging for businesses to keep up and manage all of their information and channels at scale, across various locations and regions.
For example, some businesses may initially purchase our Listings product for their stores in a particular country with opportunities to expand to other stores in the geographic region. We continue to sell additional products and features of our platform, such as Pages, Reviews and Search, to existing customers.
For example, some businesses may initially purchase our Listings product for their stores in a particular country with opportunities to expand to other stores in the geographic region. We continue to sell additional products and features of our platform, such as Pages, Reviews, Search, Social, and Relate, to existing customers.
Our comprehensive training program and community helps our customers and the developer community develop skills to build custom solutions on our platform. • Extend the Publisher Network. We plan to continue to expand our Publisher Network. As of January 31, 2024, our Publisher Network was comprised of over 200 service and application providers.
Our comprehensive training program and community helps our customers and the developer community develop skills to build custom solutions on our platform. • Extend the Publisher Network. We plan to continue to expand our Publisher Network. As of January 31, 2025, our Publisher Network was comprised of over 200 service and application providers.
Human Capital We believe that creating great customer experiences begins with having a company culture that values the contributions of every employee. Yext is committed to providing a safe, productive, discrimination-free and harassment-free work environment. All employees are responsible for compliance with our Code of Conduct and Employee Handbook, which includes our anti-harassment policy.
Human Capital We believe that creating great customer experiences begins with having a high-performance culture that values the contributions of every employee. Yext is committed to providing a safe, productive, discrimination-free and harassment-free work environment. All employees are responsible for compliance with our Code of Conduct and Employee Handbook, which includes our anti-harassment policy.
These publishers include, among others, Amazon Alexa, Apple Maps, Bing, Cortana, Facebook, Google, Google Assistant, Google Maps, Siri and Yelp. Our platform powers all of our key products, including Listings, Reviews, Pages and Search, each with robust analytics capabilities for businesses to easily track performance across customer experiences.
These publishers include among others, Amazon Alexa, Apple, Bing, Facebook, Google, and Yelp. Our platform powers all of our key products, including Listings, Reviews, Pages and Search, each with robust analytics capabilities for businesses to easily track performance across customer experiences.
We are committed to developing and marketing innovative capabilities, and we will continue to invest in our platform to help our customers better control the information about their businesses online. • Drive Usage of Our Platform. Our customer success professionals are responsible for building relationships and increasing our customers' adoption of the Yext platform.
We are committed to developing and marketing innovative capabilities, including through strategic acquisitions, and we will continue to invest in our platform to help our customers better control the information about their businesses online. • Drive Usage of Our Platform. Our customer success professionals are responsible for building relationships and increasing our customers' adoption of the Yext platform.
As of January 31, 2024, we had 162 trademarks registered globally. “Yext” is a registered trademark in the United States and in certain other countries. Competition The market for our platform is new and rapidly evolving, and we face many competitors with a variety of product offerings.
As of January 31, 2025, we had 206 trademarks registered globally. “Yext” is a registered trademark in the United States and in certain other countries. Competition The market for our platform is new and rapidly evolving, and we face many competitors with a variety of product offerings.
These policies and practices help us foster a workplace environment that promotes high performance and the opportunity for every employee to positively impact the customer experience while valuing inclusion and diversity. We support six employee resource groups, or ERGs, that are led by employees with a senior executive sponsor.
These policies and practices help us foster a workplace environment that promotes performance and the opportunity for every employee to positively impact the customer experience. We support six employee resource groups, or ERGs, that are led by employees with a senior executive sponsor.
Analytics provides businesses a holistic view of where and how consumers interact with their brand both on their own websites and on third-party applications as well as insight into consumer interactions on their Yext Listing, Pages and Search experiences that can drive customer revenue.
For example, Analytics provides businesses a holistic view of where and how consumers interact with their brand both on their own websites and on third-party applications as well as insight into consumer interactions on their Yext Listings, Reviews, Pages, and Search experiences that can drive customer revenue.
The ERGs play a critical role in attracting high performing talent and facilitating engagement in mentoring and professional development, and contribute to the growth of Yext business in constituent communities. To attract and retain highly capable and innovative employees, we pay for performance relative to the competitive market for talent in every location where Yext has employees.
The ERGs play a critical role in attracting high performing talent, outreach to customers, community involvement, and facilitating engagement in mentoring and professional development, and contribute to the growth of Yext business. To attract and retain highly capable and innovative employees, we pay for performance relative to the competitive market for talent in every location where Yext has employees.
We believe that there is a substantial opportunity to continue to increase the size of our customer base across a broad range of industries and companies. We plan to continue to invest in our sales force to grow our customer base, both domestically and internationally. • Expand Existing Customer Relationships. We continue to expand our relationships with existing customers.
We believe that there is a substantial opportunity to continue to increase the size of our customer base across a broad range of industries and companies. We plan to continue to invest in targeted go-to-market strategies to grow our customer base, both domestically and internationally. • Expand Existing Customer Relationships. We continue to expand our relationships with existing customers.
Search delivers a natural-language search experience on a company’s website and other digital properties, where consumers can search a company’s Knowledge Graph and get direct answers in the form of knowledge cards, maps and other relevant results. Our platform contains various other features.
Search delivers a natural-language search experience on a company’s website and other digital properties, where consumers can search a company’s Knowledge Graph and get direct answers in the form of knowledge cards, maps and other relevant results. • Social .
Item 1. Business Overview Yext, Inc. (“Yext” or the “Company”) empowers businesses to manage their knowledge so they can deliver relevant, actionable answers to consumer questions as well as consistent, accurate and engaging experiences to customers throughout the digital ecosystem.
Item 1. Business Overview Yext, Inc. (“Yext,” the “Company,” “we,” “us” or “our”) empowers businesses to manage their knowledge so they can deliver relevant, actionable answers to consumer questions as well as consistent, accurate and engaging experiences to customers throughout the digital ecosystem.
Consumers are no longer using individual keyword searches like “mortgage” or “menswear,” but instead are using natural language phrases like “wealth advisor near me who specializes in healthcare” or asking specific questions like “what’s the best menswear store in London that sells dress shirts and is open now?” Additionally, consumers are leveraging different channels such as online reviews and social media to make a decision both in-person and online.
Consumers are no longer solely depending on individual keyword searches like “mortgage” or “menswear.” Instead, they are increasingly using natural language phrases like “wealth advisor near me who specializes in healthcare” or asking specific questions like “what’s the best menswear store in London that sells dress shirts and is open now?” Additionally, consumers are leveraging multiple channels, such as online reviews and social media, to find information that influences decisions both in-person and online.
Simply managing and updating information within the few core search engines, such as Google and Bing, through these traditional methods is already very challenging, and becomes even more so when implementing updates on an increasing number of other services such as Instagram, Snapchat and Uber. Consumer Reviews Are of Critical Importance.
Traditional methods for managing information about brands across multiple touchpoints are complex and cumbersome. Simply managing and updating information within the few core search engines, such as Google and Bing, through these traditional methods is already very challenging, and becomes even more so when implementing updates on an increasing number of other services such as Instagram, Snapchat, and Uber.
Our platform is built primarily with industry-standard open source technology. We use a microservices-based architecture to maximize the manageability, flexibility and scalability of our software as it continues to grow more complex. We also employ a modern continuous delivery approach to building, testing and deploying our software.
We use a microservices-based architecture to maximize the manageability, flexibility and scalability of our software as it continues to grow more complex. We also employ a modern continuous delivery approach to building, testing and deploying our software.
With popular services such as Google, Facebook and Yelp, as well as vertical search applications and search leveraging AI using mobile, voice-based and in-app search, businesses need an efficient way to control their information across these multitude of services. Consistent Knowledge About a Business Is Fundamental.
With popular services such as Google, Facebook, and Yelp, as well as vertical search applications and search leveraging AI using mobile, voice-based and in-app search, businesses need an efficient way to control their information across these multitude of services. • Regulatory Compliance Creates Additional Complexity.
We also offer broad-based equity awards with multi-year vesting provisions to align the interest of employees with Yext stockholders, and reward our employees for long term corporate performance based on the value of our common stock and promote retention throughout the vesting period. We have invested resources to develop employee talent.
We also offer the opportunity for employees to share in the success of the company through equity awards with multi-year vesting provisions to align the interest of employees with Yext stockholders, which reward our employees for long term corporate performance and promote retention throughout the vesting period. We have invested resources to develop employee talent.
As we develop our platform, we will introduce products and features that compete in new markets and as a result we will face more established businesses in these markets. For example, Search was launched in 2019 and competes with more established search products and legacy search features.
As we develop our platform, we will introduce products and features that compete in new markets and as a result we will face more established businesses in these markets.
Publishers are increasingly answering questions directly across these digital touchpoints and basing results on complex algorithms that consider a brand's presence across many places. In order to win customer impressions and conversions, businesses must manage a robust digital presence with proactive knowledge management and customer engagement across as many channels as possible.
Publishers are increasingly answering these questions directly across digital touchpoints using complex algorithms that evaluate a brand’s presence across many sources. In order to win customer impressions and conversions, businesses must maintain an accurate and consistent digital presence with proactive knowledge management to engage with customers across as many channels as possible.
This is due to several factors: • Lack of Control of Information Online. Many answers and results provided by searches currently come from third-party sources such as data aggregators, governmental agencies and consumers.
Industry Background Managing Information Online Is Challenging. Many businesses struggle to effectively control, structure and manage information across the digital ecosystem where consumers discover their businesses. This is due to several factors: • Lack of Control of Information Online. Many answers and results provided by searches currently come from third-party sources such as data aggregators, governmental agencies and consumers.
Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property that we own or license. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.
Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property that we own or license.
We continue to invest in platform and features development to help our customers better control the information about their business and have released new products and features to all of our customers multiple times a year. 8 Our Technology Our cloud-based platform is designed to scale as we continue to add customers and allows us to support the entities managed with our platform and the millions of associated facts.
We continue to invest in platform and features development to help our customers better control the information about their business and have released new products and features to all of our customers multiple times a year.
Our competition comes from businesses that choose to manage their online, public-facing data in-house using manual, paper and spreadsheet-based systems that corporate personnel employ in a fragmented manner rather than pay for a third-party product or service.
Our competition comes from businesses that choose to manage their online, public-facing data in-house systems that corporate personnel employ in a fragmented manner rather than pay for a third-party product or service. Businesses may also attempt to use in-house resources to develop their own solutions for some or all of the features that our platform provides.
The challenge for businesses is to understand and provide accurate answers to consumer’s questions while delivering a rich, consistent consumer experience on their website and third-party applications without relying on “best guess” data that can be incomplete, misleading or incorrect.
Poor user experience on a business’s own website may result in lost sales opportunities or may cause consumers to visit a competitor’s website. The challenge for businesses is to understand and provide accurate answers to consumer’s questions while delivering a rich, consistent experience across all digital touchpoints without relying on “best guess” data that can be incomplete, misleading or incorrect.
No single customer accounted for more than 10% of our revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. Customer Support Our customer support group responds to inquiries about the use of our products.
No single customer accounted for more than 10% of our revenue for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. 9 Customer Success and Support Our customer success and support teams enable customers to quickly onboard and implement our solutions.
For example, certain local marketing and reputation management companies offer one or more products that manage location information across search platforms or facilitate monitoring and responding to reviews.
In addition, other companies have and may continue to offer products and services at lower price points than us or that compete with some of the features present in our platform. For example, certain local marketing and reputation management companies offer one or more products that manage location information across search platforms or facilitate monitoring and responding to reviews.
Social empowers businesses to build and grow relationships with their local customers at scale by easily sharing relevant content, news and offers across social channels. Ultimately, our platform helps businesses deliver accurate, consistent, up to date and compelling information to consumers.
Social empowers brands to build and grow relationships with their local customers at scale by easily posting, engaging, and responding to relevant content, social comments, and offers across social channels. • Relate .
Many major applications include consumer review data in their search results and may rank businesses and professional service providers based on the number, quality and recency of reviews. A limited number of reviews or a few poor reviews without offsetting positive reviews may result in an otherwise lower search ranking in certain applications. Search Drives Commerce.
This has become even more complex as AI search experiences are expanding. Consumer Reviews Are of Critical Importance. Many major applications include consumer review data in their search results and may rank businesses and professional service providers based on the number, quality and recency of reviews.
Patents and Patent Applications As of January 31, 2024, we had 26 issued U.S. patents, one issued U.S. design patent, seven issued international design patents, four issued national stage patents, 26 non-provisional applications, one provisional application, one U.S. design patent application, one international design application, eight international Patent Cooperation Treaty patent applications pending, and 26 national stage applications outside of the U.S.
Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business. 10 Patents and Patent Applications As of January 31, 2025, we had 48 issued U.S. patents, ten issued design patents, nine issued national stage patents, 21 non-provisional applications, one provisional application, five international Patent Cooperation Treaty patent applications pending, and 25 national stage applications outside of the U.S.
We provide basic customer support as well as premier customer support, which may include services such as priority access to technical resources, faster target response times and 9 other additional support services.
The success team works with our largest enterprise clients to deliver strategic customer service, and our support group responds to inquiries about the use of our products. We provide three levels of customer support, which may include services such as priority access to technical resources, faster target response times and other additional assistance.
We also offer our customers additional resources through Hitchhikers, a comprehensive training program and community for professionals, whom use Yext. With Hitchhikers, our customers and the developer community are now able to build custom search solutions for their business using our platform.
Ultimately, our platform helps businesses deliver accurate, consistent, up to date and compelling information to consumers. 8 We also offer our customers additional resources including a comprehensive training program and community for professionals who use Yext.
In addition, we conduct an annual employee survey to measure employee engagement and identify areas for improvement over time. To support our employees in the fiscal year ended January 31, 2024 and to promote their health and safety, Yext offices are open on a voluntary basis in accordance with guidance provided by government agencies.
In addition, we conduct an annual employee survey to measure employee engagement and identify areas for improvement over time. As of January 31, 2025, we had approximately 1,150 full-time employees, approximately 32% of whom are based in our New York headquarters.
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Poor user experience on a business’s own website may result in lost sales opportunities or may cause consumers to visit a competitor’s website.
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Regulated industries such as financial services and healthcare must ensure they comply with their respective industries’ complex regulations regarding data and consumer engagement with their services and providers. AI Is Reshaping Digital Discovery. AI is changing how consumers search for and engage with business information and make decisions.
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Organizational Changes We recently undertook a substantial management and strategic realignment. On March 25, 2022, Howard Lerman, our co-founder and former Chief Executive Officer, and Steven Cakebread, our former Chief Financial Officer, departed the Company. Michael Walrath, Chairman of our Board of Directors, succeeded Mr. Lerman as Chief Executive Officer.
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From natural language search queries to personalized recommendations and zero-click results, AI models increasingly surface information directly from a brand’s presence across multiple platforms. As these tools become more sophisticated, businesses must maintain accurate, structured, and accessible data across all channels to remain discoverable, relevant, and competitive. Consistent Knowledge About a Business Is Fundamental.
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Darryl Bond, then the Company’s Executive Vice President and Chief Accounting Officer, succeeded Mr. Cakebread as Chief Financial Officer. Additionally, on June 7, 5 2022, David Rudnitsky, then our Chief Revenue Officer, resigned from Yext.
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A limited number of reviews or a few poor reviews without offsetting positive reviews may result in an otherwise lower search ranking in certain applications. Search Drives Commerce. When searching for a business, consumers need to know many relevant attributes such as qualifications of a wealth advisor, amenities at a hotel, or course offerings at a university.
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Brian Distelburger, head of the Company’s international and partner sales and a co-founder of our company, served as interim Chief Revenue Officer until we hired Tom Nielsen as our Chief Revenue Officer in October 2022. Mr. Distelburger stepped back as an executive officer of our business at such time. Mr.
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Relate assists financial and other professionals with their compliance obligations and enables them to engage with clients and prospects through text messaging and mobile voice calling, integrating with CRM and archival systems to enhance communication, automate outreach, and provide AI-powered insights for better client engagement. Our platform contains various other features.
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Distelburger further announced in March 2023 that he would be stepping back as an employee as well although he will continue to serve on our Board of Directors. In September 2023, Marc Ferrentino, our President and Chief Operating Officer, departed the Company.
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Our Technology Our cloud-based platform is designed to scale as we continue to add customers and allows us to support the entities managed with our platform and the millions of associated facts. Our platform is built primarily with industry-standard open source technology.
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As a result, we have recently undergone a significant evolution of our strategy and leadership, and our results and plans reflect those changes. Industry Background Managing Information Online Is Challenging. Many businesses struggle to effectively control, structure and manage information across the digital ecosystem where consumers discover their businesses.
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Traditional methods for managing information about brands include paper or legacy software-based solutions, such as word processors or spreadsheets.
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Moreover, businesses want to make sure that they appear prominently online when nearby consumers search for them. Finally, once a consumer reaches a business’s website ready to transact, the business must be ready to answer the consumer’s specific queries. Consumers Search Using Natural Language .
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Businesses may also attempt to use in-house resources to develop their own solutions for some or all of the features that our platform provides. In addition, other companies may offer products and services at lower price points than us or that compete with some of the features present in our platform.
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Many of our employees are working remotely or working part time in a Yext office and part time remotely. While we continue to hold virtual events, we have also resumed in-person marketing events. We provided two weeks of emergency family leave for employees to take care of a child or parent due to COVID-19 disruptions.
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Over the course of the fiscal year ended January 31, 2024, the number of days worked in Yext offices has increased as teams seek more face-to-face, in-person collaboration opportunities. As of January 31, 2024, we had approximately 1,100 full-time employees, approximately 47% of whom are based in our New York headquarters.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFactors that may cause fluctuations in our quarterly results include: • our ability to attract and retain new and existing customers; • our ability to execute on our business strategy; • the launch of significant new products and features; • the addition or loss of large customers, including third-party reseller customers, including through acquisitions or consolidations; • the timing of recognition of revenue; • a change in accounting principles; • the timing of billing and cash collections; • the timing of significant marketing events and related expenses; • the amount and timing of operating expenses; • network outages and security breaches and incidents; • natural disasters, pandemics including the COVID-19 pandemic, acts of terrorism and other events beyond our control; • general economic, industry and market conditions; • customer renewal rates; • pricing changes upon any renewals of customer agreements; • changes in our pricing policies or those of our competitors; 34 • the timing and success of new feature introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or application providers; • our ability to adequately scale our sales force and retain key employees; • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and • unforeseen litigation.
Biggest changeFactors that may cause fluctuations in our quarterly results include: • our ability to attract and retain new and existing customers; • our ability to execute on our business strategy; • the launch of significant new products and features; • the addition or loss of large customers, including third-party reseller customers, including through acquisitions or consolidations; • the timing of recognition of revenue; • a change in accounting principles; • the timing of billing and cash collections; • the timing of significant marketing events and related expenses; • the amount and timing of operating expenses; • network outages and security breaches and incidents; • natural disasters, pandemics including the COVID-19 pandemic, acts of terrorism, geopolitical conflict and other events beyond our control; • general economic, industry and market conditions; • customer renewal rates; • pricing changes upon any renewals of customer agreements; • changes in our pricing policies or those of our competitors; • the timing and success of new feature introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or application providers; • our ability to adequately scale our sales force and retain key employees; • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and • unforeseen litigation. 35 If securities or industry analysts do not continue to publish research or reports about us, our business or our market, or if they cease publishing research or change their recommendations regarding our stock adversely, or if our actual results differ significantly from our guidance or analysts’ expectations, our stock price and trading volume could decline.
We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including: • unanticipated liabilities associated with the acquisition; • difficulty incorporating acquired technology and rights into our platform and of maintaining quality and security standards consistent with our brand; • inability to generate sufficient revenue to offset acquisition or investment costs; • incurrence of acquisition-related costs; • difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; • difficulty converting the customers of the acquired business into our customers; • diversion of our management's attention from other business concerns; • adverse effects to our existing business relationships as a result of the acquisition; • potential loss of key employees; • use of resources that are needed in other parts of our business; and • use of substantial portions of our available cash to consummate the acquisition.
We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including: • unanticipated liabilities associated with the acquisition or the acquired business; • difficulty incorporating acquired technology and rights into our platform and of maintaining quality and security standards consistent with our brand; • inability to generate sufficient revenue to offset acquisition or investment costs; • incurrence of acquisition-related costs; • difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; • difficulty converting the customers of the acquired business into our customers; • diversion of our management’s attention from other business concerns; • adverse effects to our existing business relationships as a result of the acquisition; • potential loss of key employees; • use of resources that are needed in other parts of our business; and • use of substantial portions of our available cash to consummate the acquisition.
In addition, third parties may have different assessments of the size of the markets in which our products compete. These estimates of total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate.
In addition, third parties may have different assessments of the size of the markets in which our products compete. These estimates of total addressable market and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate.
Our business activities are subject to various restrictions under U.S. export and import controls and trade and economic sanctions laws, including U.S. customs regulations, the U.S. Commerce Department's Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S. Treasury Department's Office of Foreign Assets Control.
Our business activities are subject to various restrictions under U.S. export and import controls and trade and economic sanctions laws and regulations, including U.S. customs regulations, the U.S. Commerce Department’s Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S. Treasury Department’s Office of Foreign Assets Control.
Violations of export and import regulations and economic sanctions could result in negative consequences to us, including government investigations, penalties and reputational harm. Changes 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.
Violations of export and import laws and regulations and economic sanctions could result in negative consequences to us, including government investigations, penalties and reputational harm. Changes 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.
Any resulting increase in our tax obligation or cash taxes paid could adversely affect our results of operations and financial condition. The United States enacted the Inflation Reduction Act in August 2022 which introduced several tax provisions including a 1% excise tax on certain stock repurchases made after December 31, 2022.
Any resulting increase in our tax obligation or cash taxes paid could adversely affect our results of operations and financial condition. The United States enacted the Inflation Reduction Act August 2022 which introduced several tax provisions including a 1% excise tax on certain stock repurchases made after December 31, 2022.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board of Directors; • a prohibition on cumulative voting in the election of our directors; • the requirement that our directors may only be removed for cause; • the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the right of our Board of Directors to elect a director to fill a vacancy created by the expansion of our Board of Directors or the resignation, death or removal of a director; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • the requirement that a special meeting of stockholders may be called only by the Board pursuant to a resolution adopted by a majority of the Board, the chairman of the Board of Directors, our chief executive officer, or our president (in the absence of a chief executive officer), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business or our amended and restated bylaws, which may inhibit the ability of an acquirer to affect such amendments to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of us.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board of Directors; • a prohibition on cumulative voting in the election of our directors; • the requirement that our directors may only be removed for cause; 37 • the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the right of our Board of Directors to elect a director to fill a vacancy created by the expansion of our Board of Directors or the resignation, death or removal of a director; • a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; • the requirement that a special meeting of stockholders may be called only by the Board pursuant to a resolution adopted by a majority of the Board, the chairman of the Board of Directors, our chief executive officer, or our president (in the absence of a chief executive officer), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business or our amended and restated bylaws, which may inhibit the ability of an acquirer to affect such amendments to facilitate an unsolicited takeover attempt; and • advance notice procedures with which stockholders must comply to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
The market price of our common stock has been and may continue to be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including: • actual or anticipated fluctuations in our financial condition and operating results; • changes in projected operational and financial results; • addition or loss of significant customers; • addition or loss of significant strategic relationships with application providers in the Publisher Network; • changes in laws or regulations applicable to our platform; • actual or anticipated changes in our growth rate relative to our competitors; • announcements of technological innovations or new offerings by us or our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments; • additions or departures of key personnel; • changes in our financial guidance or securities analysts' estimates of our financial performance; • discussion of us or our stock price by the financial press and in online investor communities; • reaction to our press releases and filings with the SEC; • changes in accounting principles; • announcements related to litigation, regulation or disputes; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • sales of our common stock by us or our stockholders; • effects of inflation and increased interest rates; • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; • natural disasters, pandemics, acts of terrorism and other events beyond our control; and 35 • general economic and market conditions and overall market slowdowns.
The market price of our common stock has been and may continue to be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including: • actual or anticipated fluctuations in our financial condition and operating results; • changes in projected operational and financial results; • addition or loss of significant customers; • addition or loss of significant strategic relationships with application providers in the Publisher Network; • changes in laws or regulations applicable to our platform; • actual or anticipated changes in our growth rate relative to our competitors; • announcements of technological innovations or new offerings by us or our competitors; • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments; • additions or departures of key personnel; • changes in our financial guidance or securities analysts’ estimates of our financial performance; • discussion of us or our stock price by the financial press and in online investor communities; • reaction to our press releases and filings with the SEC; • changes in accounting principles; • announcements related to litigation, regulation or disputes; • fluctuations in the valuation of companies perceived by investors to be comparable to us; • sales of our common stock by us or our stockholders; • effects of inflation and increased interest rates; • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; • natural disasters, pandemics, acts of terrorism and other events beyond our control; and • general economic and market conditions and overall market slowdowns.
Our new features or enhancements could fail to attain sufficient market acceptance for many reasons, including: • delays in introducing new, enhanced or modified features; • failure to accurately predict market demand or end consumer preferences; • defects, errors or failures in any of our features or our platform; • introduction of competing products; • poor business conditions for our customers or poor general macroeconomic conditions; 19 • changes in legal or regulatory requirements, or increased legal or regulatory scrutiny, adversely affecting our platform; • failure of our brand promotion activities or negative publicity about the performance or effectiveness of our existing features; and • disruptions or delays in the availability and delivery of our platform.
Our new features or enhancements could fail to attain sufficient market acceptance for many reasons, including: • delays in introducing new, enhanced or modified features; • failure to accurately predict market demand or end consumer preferences; • defects, errors or failures in any of our features or our platform; • introduction of competing products; • poor business conditions for our customers or poor general macroeconomic conditions; • changes in legal or regulatory requirements, or increased legal or regulatory scrutiny, adversely affecting our platform; • failure of our brand promotion activities or negative publicity about the performance or effectiveness of our existing features; and • disruptions or delays in the availability and delivery of our platform.
Any allegations concerning or violations of these laws could subject us to investigations, sanctions, settlements, prosecution, enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or debarment from government contracting, the loss of export privileges, whistleblower complaints, reputational harm, adverse media coverage, and other collateral consequences, all of which could have an adverse effect on our business, results of operations, prospects and financial condition.
Any allegations concerning or violations of these laws could subject us to investigations, sanctions, settlements, prosecution, enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension or debarment from government 32 contracting, the loss of export privileges, whistleblower complaints, reputational harm, adverse media coverage, and other collateral consequences, all of which could have an adverse effect on our business, results of operations, prospects and financial condition.
See also "—If 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." Lower demand from certain of our reseller customers has and may continue to result in them not renewing their subscriptions with us, purchasing fewer licenses, attempting to renegotiate contracts to obtain concessions and requesting extended billing and payment terms.
See also “—If 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.” Lower demand from certain of our reseller customers has and may continue to result in them not renewing their subscriptions with us, purchasing fewer licenses, attempting to renegotiate contracts to obtain concessions and requesting extended billing and payment terms.
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. As the utilization of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive and regulatory issues, among others.
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. 29 As the utilization of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive and regulatory issues, among others.
Our sales cycle varies widely, reflecting differences in potential customers' decision-making processes, procurement requirements and budget cycles, and is subject to significant risks over which we have little or no control, including: • customers' budgetary constraints and priorities; • the timing of customers' budget cycles; • the need by some customers for lengthy evaluations prior to purchasing products; and • the length and timing of customers' approval processes.
Our sales cycle varies widely, reflecting differences in potential customers’ decision-making processes, procurement requirements and budget cycles, and is subject to significant risks over which we have little or no control, including: • customers’ budgetary constraints and priorities; • the timing of customers’ budget cycles; • the need by some customers for lengthy evaluations prior to purchasing products; and 21 • the length and timing of customers’ approval processes.
If we experience compromises to our security that result in performance or availability problems, the complete shutdown of our platform or the actual or perceived loss of, or unauthorized access to, unavailability of, or unauthorized use, disclosure, destruction, or other unauthorized processing of, personal information or other types of confidential information, our customers or application 25 providers may assert claims against us for credits, refunds or other damages, and may lose trust and confidence in our platform.
If we experience compromises to our security that result in performance or availability problems, the complete shutdown of our platform or the actual or perceived loss of, or unauthorized access to, unavailability of, or unauthorized use, disclosure, destruction, or other unauthorized processing of, personal information or other types of confidential information, our customers or application providers may assert claims against us for credits, refunds or other damages, and may lose trust and confidence in our platform.
In particular, if larger providers of internet services were able to consolidate or control key websites and apps from which end consumers seek information about businesses, including regarding physical locations, other entities and attributes, our platform may become less necessary or attractive to our customers, and our revenue would suffer accordingly. Our platform faces competition in the marketplace.
In particular, if larger providers of internet services were able to consolidate or control key websites and apps from which end consumers seek information about businesses, including regarding physical locations, other entities and attributes, our platform may become less necessary or attractive to our customers, and our revenue would suffer accordingly. 18 Our platform faces competition in the marketplace.
As a result, we may change the size of our sales force to reflect strategic realignment in how we go to market, which recently has resulted in a net decrease in sales personnel in the near term before potentially growing headcount again. 15 Identifying and recruiting qualified sales personnel and training them on our products requires significant time, expense and attention.
As a result, we may change the size of our sales force to reflect strategic realignment in how we go to market, which recently has resulted in a net decrease in sales personnel in the near term before potentially growing headcount again. Identifying and recruiting qualified sales personnel and training them on our products requires significant time, expense and attention.
If we are not successful in building our brand, we may become identified with a single industry, which could make it more difficult for us to penetrate other industries. 23 Promotion and enhancement of our brand will depend largely on our success in being able to provide high quality, reliable and cost-effective features.
If we are not successful in building our brand, we may become identified with a single industry, which could make it more difficult for us to penetrate other industries. Promotion and enhancement of our brand will depend largely on our success in being able to provide high quality, reliable and cost-effective features.
If new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if we are unable to retain and develop talented sales personnel, we may not be able to realize the expected benefits of this investment or increase our revenue. We have significant international operations, which exposes us to risk.
If new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if we are unable to retain and develop talented sales personnel, we may not be able to realize the expected benefits of this investment or increase our revenue. 16 We have significant international operations, which exposes us to risk.
Laws and regulations in these jurisdictions can apply broadly to the collection, use, storage, disclosure, and security of various types of data, including personal data, such as names, email addresses and in some jurisdictions, unique online identifiers like Internet Protocol, or IP, addresses. In particular, in the European Union, the GDPR became effective in May 2018.
Laws and regulations in these jurisdictions can apply broadly to the collection, use, storage, disclosure, and security of various types of data, including personal data, such as names, email addresses and in some jurisdictions, unique online identifiers like Internet Protocol, or IP, addresses. 30 In particular, in the European Union, the GDPR became effective in May 2018.
As a result, in the future we may be required to reduce our prices or offer shorter contract durations, which could adversely affect our revenue, gross margin, profitability, financial condition and cash flow. Our success depends on a fragmented internet environment for finding information, particularly information about businesses.
As a result, in the future we may be required to reduce our prices or offer shorter contract durations, which could adversely affect our revenue, gross margin, profitability, financial condition and cash flow. Our success depends on a fragmented environment for finding information, particularly information about businesses.
Delayed and more complex sales cycles could cause our operating results and financial condition to suffer in a given period. If we cannot adequately expand and scale our sales force, we will experience further delays in signing new customers, which could slow our revenue growth. 20 A portion of our revenue is dependent on a few customers.
Delayed and more complex sales cycles could cause our operating results and financial condition to suffer in a given period. If we cannot adequately expand and scale our sales force, we will experience further delays in signing new customers, which could slow our revenue growth. A portion of our revenue is dependent on a few customers.
In addition, we may discover other control deficiencies in the future, and we cannot assure you that we will not have a material weakness in future periods. 21 Additionally, the process of designing, implementing and maintaining internal control over financial reporting required to comply with Section 404 is time consuming, costly and complicated.
In addition, we may discover other control deficiencies in the future, and we cannot assure you that we will not have a material weakness in future periods. Additionally, the process of designing, implementing and maintaining internal control over financial reporting required to comply with Section 404 is time consuming, costly and complicated.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could 26 be compromised by disclosure in the event of litigation. During the course of litigation there could be public announcements of the results of hearings, motions or other interim proceedings or developments.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation. During the course of litigation there could be public announcements of the results of hearings, motions or other interim proceedings or developments.
If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results and financial condition. Our ability to use our tax attributes to offset future income tax liabilities may be subject to certain limitations.
If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results and financial condition. 34 Our ability to use our tax attributes to offset future income tax liabilities may be subject to certain limitations.
Industry consolidation or technological advancements could result in a small number of websites or applications emerging as the predominant sources of information about businesses, thereby creating a less fragmented internet environment for purposes of end consumer searches about businesses. Additionally, we may enter new geographies with less 17 fragmented internet environments.
Industry consolidation or technological advancements could result in a small number of websites or applications emerging as the predominant sources of information about businesses, thereby creating a less fragmented internet environment for purposes of end consumer searches about businesses. Additionally, we may enter new geographies with less fragmented internet environments.
Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.
Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or 25 convertible debt securities, our stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.
Weak global economic conditions, changes in consumer behavior or a reduction in technology spending even if economic conditions stabilize, could adversely impact our business and results of operations in a number of ways, including longer sales cycles, lower demand or prices for our platform, fewer subscriptions and lower or no growth.
Weak global economic conditions, changes in consumer behavior or a reduction in technology spending even if economic conditions stabilize, could adversely impact our business and results of operations in a number of ways, including longer sales cycles, 14 lower demand or prices for our platform, fewer subscriptions and lower or no growth.
To estimate the size of these new markets and their growth rates, we have relied on historical estimates and forecasts provided by industry publications and other third-party sources, including Gartner. We have not independently verified these estimates published by third parties and cannot assure you of their accuracy or completeness.
To estimate the size of these new markets and their growth rates, we have relied on historical estimates and forecasts provided by industry publications and other third-party sources, including Gartner. We have not independently verified these estimates 24 published by third parties and cannot assure you of their accuracy or completeness.
As our products are applied to new uses and in new verticals, we may become subject to additional regulations or legal risks. For example, we have begun selling our platform to government entities. Risks associated with sales to government entities include 30 adherence to complex procurement regulations and other government-specific contractual requirements.
As our products are applied to new uses and in new verticals, we may become subject to additional regulations or legal risks. For example, we have begun selling our platform to government entities. Risks associated with sales to government entities include adherence to complex procurement regulations and other government-specific contractual requirements.
If the market price of our common stock declines, you may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.
If the market price of our common stock declines, you may not realize any return on your investment in us and may lose some or all of your investment. 36 In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.
Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term. Our business has evolved, which makes it difficult to predict our future operating results.
Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term. 15 Our business has evolved, which makes it difficult to predict our future operating results.
Any natural disaster or other event affecting our data centers could have an adverse effect on our financial condition and operating results. 22 We 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.
Any natural disaster or other event affecting our data centers could have an adverse effect on our financial condition and operating results. We 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.
Our credit facility contains restrictive covenants that limit our ability to transfer or dispose of assets, merge with other companies or consummate certain changes of control, acquire other companies, pay dividends or repurchase Yext stock, incur additional 24 indebtedness and liens and enter into new businesses.
Our credit facility contains restrictive covenants that limit our ability to transfer or dispose of assets, merge with other companies or consummate certain changes of control, acquire other companies, pay dividends or repurchase Yext stock, incur additional indebtedness and liens and enter into new businesses.
Our renewal rates may decline or fluctuate as a result of a number of factors, including limited customer resources, changes in our pricing and subscription models, customer satisfaction with our platform and/or our services, the acquisition of our customers by other companies and deteriorating general economic conditions.
Our renewal rates may decline or fluctuate as a result of a number of factors, including limited customer resources, changes in our pricing and subscription models, customer satisfaction with our platform and/or our services, the acquisition of our customers by other companies and deteriorating or uncertain general economic conditions.
In addition, changes in our platform or changes in applicable export or import regulations may create delays in the introduction and sale of our products in international markets, prevent our customers with international operations from deploying our products or, in some cases, prevent the export or import of our products to certain countries, governments or persons altogether.
In addition, changes in our platform or changes in applicable export or import laws and regulations may create delays in the introduction and sale of our products in international markets, prevent our customers with international operations from deploying our products or, in some cases, prevent the export or import of our products to certain countries, governments or persons altogether.
In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our services or could limit our customers' ability to implement our services in those countries.
In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws and regulations that could limit our ability to distribute our services or could limit our customers’ ability to implement our services in those countries.
In addition, government agencies or private organizations have imposed and may impose additional taxes, fees or other 32 charges for accessing the internet, generally. These laws or charges could limit the use of the internet or decrease the demand for internet-based solutions.
In addition, government agencies or private organizations have imposed and may impose additional taxes, fees or other charges for accessing the internet, generally. These laws or charges could limit the use of the internet or decrease the demand for internet-based solutions.
As of January 31, 2021, we had identified a material weakness in our internal control over financial reporting associated with processes to calculate, record and account for sales commissions.
As of January 31, 2021, we had identified a material weakness in our internal control over financial reporting associated with 22 processes to calculate, record and account for sales commissions.
We are subject to governmental export and import controls and economic sanctions laws 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.
We 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.
These enactments could adversely affect our sales 33 activity due to the inherent cost increase the taxes would represent and ultimately result in a negative impact on our operating results and cash flows.
These enactments could adversely affect our sales activity due to the inherent cost increase the taxes would represent and ultimately result in a negative impact on our operating results and cash flows.
Consequently, a decline in new or renewed subscriptions in any one quarter may not 14 be reflected in our revenue results for that quarter. Any such decline, however, will negatively affect our revenue in future quarters.
Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that quarter. Any such decline, however, will negatively affect our revenue in future quarters.
Certain third parties have substantially greater resources than we have and may be able to sustain the costs of intellectual property litigation for longer periods of time than we can.
Certain third parties have 26 substantially greater resources than we have and may be able to sustain the costs of intellectual property litigation for longer periods of time than we can.
As a result of changes to our platform and our sales model, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model our future growth.
As a result of changes to our platform and our sales model, including as a result of acquisitions, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model our future growth.
We rely on internal systems and third-party service providers, including data center, cloud 27 computing, bandwidth and telecommunications equipment providers, to maintain the availability of our platform.
We rely on internal systems and third-party service providers, including data center, cloud computing, bandwidth and telecommunications equipment providers, to maintain the availability of our platform.
Sustained failures or outages could lead to significant costs and service disruptions, which could negatively affect our business, financial results and reputation. 13 • Real 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. • We are incorporating generative artificial intelligence ("AI"), into some of our products.
Sustained failures or outages could 13 lead to significant costs and service disruptions, which could negatively affect our business, financial results and reputation. • Real 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. • We are incorporating generative artificial intelligence (“AI”), into some of our products.
If our Publisher Network application providers do not maintain the availability and proper functioning of their software, APIs, websites and applications, our business, operating results and financial condition could be materially affected. 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.
If our Publisher Network application providers do not maintain the availability and proper functioning of their software, APIs, websites and applications, our business, operating results and financial condition could be materially affected. 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.
Further, while we have recently reduced operating expenses, we expect our operating expenses may increase in the coming years as we hire additional personnel, expand our distribution channels, develop our technology and new features, face increased compliance costs associated with our growth and entry into new markets and geographies and adopt new systems to scale and automate our operations.
Further, while we have recently reduced operating expenses, we expect our operating expenses may increase in the coming years as we hire additional personnel, expand our distribution channels, develop our technology and new features, acquire new businesses, face increased compliance costs associated with our growth and entry into new markets and geographies and adopt new systems to scale and automate our operations.
Because these new strategies and offerings are inherently risky, no assurance can be given that they will be successful. As we enhance our platform and develop new features, our platform has also become increasingly sophisticated requiring additional technology, sales, customer support and professional services resources.
Because these new strategies and offerings are inherently risky, no assurance can be given that they will be successful. As we enhance our platform and develop or acquire new features, our platform has also become increasingly sophisticated requiring additional technology, sales, customer support and professional services resources.
Our effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates, changes in non-deductible expenses, expiration or non-utilization of net operating losses, changes in excess tax benefits related to exercises and vesting of stock options and awards compensation, changes in the valuation of deferred tax assets and liabilities and our ability to utilize them, the applicability of withholding taxes and changes in accounting principles and tax laws in jurisdictions where we operate.
Our effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates, changes in non-deductible expenses, expiration or non-utilization of net operating losses, changes in excess tax benefits related to exercises and vesting of stock options and awards compensation, changes in the valuation of deferred tax assets and liabilities and our ability to utilize them, the applicability of withholding taxes, effects from acquisitions, and changes in accounting principles and tax laws in jurisdictions where we operate.
Any change in export or import regulations, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could also result in decreased use of our products or in our decreased ability to export or sell our products to existing or potential customers with international operations.
Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products or in our decreased ability to export or sell our products to existing or potential customers with international operations.
The terms of various open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our platform.
Our platform utilizes software governed by open source licenses. The terms of various open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our platform.
Even if our AI systems are not categorized as “high” risk we may be subject to additional transparency and other obligations for “low” risk AI system providers.
Even if our AI systems are not categorized as “high” or “unacceptable” risk we may be subject to additional transparency and other obligations for “low” risk AI system providers.
The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction. 37
The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction. 38
Our overall headcount may fluctuate in the near term as we adjust our strategies to reflect the recent changes in our business. In addition, we have experienced significant leadership changes in recent quarters.
Our overall headcount may fluctuate in the near term as we adjust our strategies to reflect the recent changes in our business. In addition, we have experienced significant leadership changes in recent years.
As of January 31, 2024, we had significant tax attributes due to U.S. federal and state net operating loss carryforwards and U.S. federal research and development tax credit carryforwards.
As of January 31, 2025, we had significant tax attributes due to U.S. federal and state net operating loss carryforwards and U.S. federal research and development tax credit carryforwards.
For example, we currently serve our customers from third-party data center hosting facilities and cloud computing providers located in the United States, Germany and Japan. We operate infrastructure in two colocation data center facilities in New Jersey and Texas.
For example, we currently serve our customers from third-party data center hosting facilities and cloud computing providers located in the United States, Germany, Japan, the Netherlands, Poland and Belgium. We operate infrastructure in two colocation data center facilities in New Jersey and Texas.
For example, we recently began offering capacity-based pricing for our Pages and Search products. There is no assurance that this new pricing and distribution model will be successful thus adversely affecting our financial results.
For example, we recently began offering capacity-based pricing for our Pages and Search products. There is no assurance that this new pricing and distribution model will be successful thus could adversely affect our financial results.
Market volatility may affect the value of an investment in our common stock and could subject us to litigation. Risks Related to Our Business and Industry Our revenue growth rate has slowed in recent periods.
Market volatility may affect the value of an investment in our common stock and could subject us to litigation. Risks Related to Our Business and Industry Our revenue growth has slowed and even contracted in recent periods.
In general, worldwide economic conditions such as inflation may remain unstable, and these conditions would make it difficult for our customers, prospective customers and us to forecast and plan future business activities accurately, and they could cause our customers or prospective customers to reevaluate their decision to purchase our features.
In general, worldwide economic conditions such as inflation, interest rates and currency exchange rates may remain unstable, and these conditions would make it difficult for our customers, prospective customers and us to forecast and plan future business activities accurately, and they could cause our customers or prospective customers to reevaluate their decision to purchase our features.
Risks Related to Our Business and Industry • Our revenue growth rate has slowed in recent periods. • We have a history of losses and may not achieve profitability in the future. • Adverse economic conditions including inflation or reduced technology spending may adversely impact our business. • Because 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. • Our business has evolved, which makes it difficult to predict our future operating results. • We have experienced significant changes to our organization and structure and may not be able to effectively manage such changes. • Failure to adequately manage our sales force will impede our growth. • We have significant international operations, which exposes us to risk. • Our growth depends in part on the success of our strategic relationships with existing and prospective Publisher Network application providers. • Changes to our pricing models could adversely affect our operating results. • Our success depends on a fragmented internet environment for finding information, particularly information about businesses. • Our platform faces competition in the marketplace.
Risks Related to Our Business and Industry • Our revenue has slowed and even contracted in recent periods. • We have a history of losses and may not achieve profitability in the future. • Adverse economic conditions including inflation or reduced technology spending may adversely impact our business. • We have and may continue to expand our business through acquisitions, which may result in unexpected risks and challenges to complete and integrate. • Because 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. • Our business has evolved, which makes it difficult to predict our future operating results. • We have experienced significant changes to our organization and structure and may not be able to effectively manage such changes. • Failure to adequately manage our sales force will impede our growth. • We have significant international operations, which exposes us to risk. • Our growth depends in part on the success of our strategic relationships with existing and prospective Publisher Network application providers. • Changes to our pricing models could adversely affect our operating results. • Our success depends on a fragmented internet environment for finding information, particularly information about businesses. • Our platform faces competition in the marketplace.
There are a limited number of AI service providers that license large language models ("LLMs") that are sufficient for use in our AI-powered applications. If our agreements with these AI service providers terminate or cannot be renewed on favorable terms, it may affect our ability to develop our AI-powered platform innovations and features.
There are a limited number of AI service providers from which we license the use of their large language models, or LLMs, that are sufficient for use in our AI-powered applications. If our agreements with these AI service providers terminate or cannot be renewed on favorable terms, it may affect our ability to develop our AI-powered platform innovations and features.
The U.S. export control laws and U.S. economic sanctions laws include prohibitions on the sale or supply of certain products and services to U.S. embargoed or sanctioned countries, governments, persons and entities and also require authorization for the export of certain items including encryption items.
U.S. export control and U.S. economic sanctions laws and regulations include prohibitions on the sale or supply of certain products and services to U.S. embargoed or sanctioned countries, their governments, and prohibited or restricted persons and entities and also require authorization for the export of certain items including encryption items.
This in turn could damage our brand, reputation, competitive position and business. 28 Additionally, if any of our employees, contractors, vendors or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure of our confidential information, including inadvertent disclosure of our confidential information into publicly available third-party training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business.
Additionally, if any of our employees, contractors, vendors or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure of our confidential information, including inadvertent disclosure of our confidential information into publicly available third-party training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business.
If enacted in this form or a similar form, this regulatory framework is expected to have a material 31 impact on the way AI is regulated in the European Union, and together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, financial condition and results of operations.
This regulatory framework is expected to have a material impact on AI regulation in the European Union, and together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, financial condition and results of operations.
We have established strategic relationships with over 200 third-party service and application providers that comprise our Publisher Network, including Amazon Alexa, Apple Maps, Bing, Cortana, Facebook, Google, Google Assistant, Google Maps, Siri, Yelp and many others. These application providers provide us with direct access to update content on their websites and applications.
We have established strategic relationships with over 200 third-party service and application providers that comprise our Publisher Network, including Amazon Alexa, Apple, Bing, Facebook, Google Business Profile, and Yelp and many others. These application providers provide us with direct access to update content on their websites and applications.
For example, a number of our Publisher Network application providers provide us with an API on which our ability to interface with that provider is based. Furthermore, in a rapidly changing business environment, for example in connection with the COVID-19 pandemic, our Publisher Network application providers may experience limitations and delays, which could limit the functionality of our platform.
For example, a number of our Publisher Network application providers provide us with an Application Program Interface, or API, on which our ability to interface with that provider is based. Furthermore, in a rapidly changing business environment, our Publisher Network application providers may experience limitations and delays, which could limit the functionality of our platform.
Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell in certain foreign markets, and the risks and costs of non-compliance; • compliance with international laws and regulations, including without limitation, those governing privacy, data security and data transfer, such as the General Data Protection Regulation ("GDPR"), which may impair our ability to grow our business or offer our service in some locations, may subject us to liability for non-compliance or may require us to change our business practices; • expanded demands on, and distraction of, senior management; • difficulties with differing technical and environmental standards, data privacy and telecommunications regulations and certification requirements outside the United States; • varying levels of internet technology adoption and infrastructure; • tariffs and other non-tariff barriers, such as quotas and local content rules; • more limited protection for intellectual property rights in some countries; • adverse tax consequences; • currency control regulations, which might restrict or prohibit our conversion of other currencies into U.S. dollars; • restrictions on the transfer of funds, including the repatriation of cash; • deterioration of political relations between the United States and other countries; 16 • natural disasters, pandemics, acts of terrorism, war (including the ongoing military conflicts between Russia and Ukraine and in the Middle East, and resulting sanctions imposed by the United States and other countries), and other events beyond our control; and • political or social unrest or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location.
Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell in certain foreign markets, and the risks and costs of non-compliance; • compliance with international laws and regulations, including without limitation, those governing privacy, data security and data transfer, such as the General Data Protection Regulation (“GDPR”), which may impair our ability to grow our business or offer our service in some locations, may subject us to liability for non-compliance or may require us to change our business practices; • expanded demands on, and distraction of, senior management; • difficulties with differing technical and environmental standards, data privacy and telecommunications regulations and certification requirements outside the United States; • varying levels of internet technology adoption and infrastructure; • tariffs and other non-tariff barriers, such as quotas and local content rules; • more limited protection for intellectual property rights in some countries; • adverse tax consequences; • currency control regulations, which might restrict or prohibit our conversion of other currencies into U.S. dollars; • restrictions on the transfer of funds, including the repatriation of cash; • deterioration of political relations between the United States and other countries; • natural disasters, pandemics, acts of terrorism, war (including the ongoing military conflicts between Russia and Ukraine and in the Middle East, and resulting sanctions imposed by the United States and other countries), and other events beyond our control; and • political or social unrest or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location. 17 Also, our network service provider fees outside of the United States are generally higher than domestic rates, and our gross margin may be affected and may fluctuate as we expand our operations and customer base worldwide.
We experienced declines in our revenue growth rates in recent years, including revenue growth rates of 10% from the fiscal year ended January 31, 2021 to the fiscal year ended January 31, 2022, 3% from the fiscal year ended January 31, 2022 to the fiscal year ended January 31, 2023, and 1% from the fiscal year ended January 31, 2023 to the fiscal year ended January 31, 2024.
We experienced declines in our revenue growth in recent years, including revenue growth rates of 3% from the fiscal year ended January 31, 2022 to the fiscal year ended January 31, 2023, 1% from the fiscal year ended January 31, 2023 to the fiscal year ended January 31, 2024, and 4% from the fiscal year ended January 31, 2024 to the fiscal year ended January 31, 2025.
Even if the market in which we compete meets the size estimates and growth we forecast, our business could fail to grow at similar rates, if at all. Our management team has limited experience managing a public company.
Even if the market in which we compete meets the size estimates and growth we forecast, our business could fail to grow at similar rates, if at all. Certain members of our management team have limited experience managing a public company.
While AI-related lawsuits to date have generally focused on the AI service providers themselves, our use of any output produced by any generative AI tools may expose us to claims, increasing our risks of liability.
While AI-related lawsuits to date have generally focused on the AI service providers themselves, the collection and use of content for AI tools or our use of any output produced by any generative AI tools may expose us to claims, increasing our risks of liability.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and intangible assets, which must be assessed for impairment at least annually.
In addition, the accounting for purchases can be complicated. For example, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and intangible assets, which must be assessed for impairment at least annually.
Some errors in our software may only be discovered after the software has been deployed. Any errors, bugs, or vulnerabilities discovered in our software after it has been deployed could result in damage to our reputation, loss of customers, partners or application providers, loss of revenue or liability for damages.
Any errors, bugs, or vulnerabilities discovered in our software after it has been deployed could result in damage to our reputation, loss of customers, partners or application providers, loss of revenue or liability for damages.
If we grow in the future, additional headcount and capital investments will increase our costs, which will make it more difficult for us to address any future revenue shortfalls by reducing expenses in the short term.
If we grow in the future, including as a result of any acquisitions, additional headcount and capital investments will increase our costs, which will make it more difficult for us to address any future revenue shortfalls by reducing expenses in the short term.
In 2014, we opened our first office outside the United States, and we have expanded our operations abroad. Our international expansion has created and will create significant challenges for our management, administrative, operational and financial infrastructure.
In 2014, we opened our first office outside the United States, and we have expanded our operations abroad, including as a result of acquisitions. Our international expansion has created and will create significant challenges for our management, administrative, operational and financial infrastructure.
In addition, our data centers are located in New Jersey and Texas and our cloud computing providers operate from facilities in northern Virginia, Frankfurt, Germany and Tokyo, Japan, making our business particularly susceptible to natural disasters and other catastrophic events in those areas.
In addition, our data centers are located in New Jersey and Texas and our cloud computing providers operate from facilities in northern Virginia, Oregon, Frankfurt, Germany, Tokyo, Japan, Amsterdam, Netherlands, Warsaw, Poland and Mons, Belgium, making our business particularly susceptible to natural disasters and other catastrophic events in those areas.
We have experienced significant changes to our organization and structure and may not be able to effectively manage those changes. Our management, headcount and operations have grown substantially since the Company went public in 2017, growing to approximately 1,100 as of January 31, 2024.
We have experienced significant changes to our organization and structure and may not be able to effectively manage those changes. Our management, headcount and operations have grown substantially since Yext went public in 2017, growing to approximately 1,150 as of January 31, 2025.
For example, as a result of the COVID-19 pandemic certain customers reduced their subscriptions, elected not to renew their subscriptions, reduced length of contracts, requested extended billing and payment terms or sought more favorable rates, and certain of these trends contributed to a general decline in our retention 18 rate. Challenging macroeconomic conditions may also contribute to similar results.
For example, as a result of the COVID-19 pandemic certain customers reduced their subscriptions, elected not to renew their subscriptions, reduced length of contracts, requested extended billing and payment terms or sought more favorable rates, and certain of these trends contributed to a general decline in our retention rate.
If competitors introduce lower cost or differentiated products or services that are perceived to compete with our features, our ability to sell our features based on factors such as pricing, technology and functionality could be impaired.
To increase our revenue, we must add new customers. If competitors introduce lower cost or differentiated products or services that are perceived to compete with our features, our ability to sell our features based on factors such as pricing, technology and functionality could be impaired.
We generated a net loss of $2.6 million, $65.9 million and $93.3 million for the fiscal years ended January 31, 2024, 2023 and 2022, respectively. As of January 31, 2024, we had an accumulated deficit of $679.2 million, reflecting our losses recognized historically on a GAAP basis.
We generated a net loss of $27.9 million, $2.6 million and $65.9 million for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. As of January 31, 2025, we had an accumulated deficit of $707.1 million, reflecting our losses recognized historically on a GAAP basis.
Much of our sales process is relationship-driven, which requires a significant sales force. We have historically had difficulty recruiting and retaining a sufficient number of sales personnel, and this difficulty was heightened during the COVID-19 pandemic.
Much of our sales process is relationship-driven, which requires a significant sales force. We have historically had difficulty recruiting and retaining a sufficient number of sales personnel, and this difficulty was heightened during the COVID-19 pandemic beginning in later 2019 and continuing for several years thereafter.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K.
Biggest changeFor additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, see Item 1A, “Risk Factors,” in this Annual Report on Form 10-K.
The processes by which our Chief Information Security Officer and our Cybersecurity Risk Committee are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents includes the following: 38 • Continuous monitoring to detect and respond to potential cybersecurity incidents promptly, including the use of advanced security technologies and threat intelligence; • Engagement with external cybersecurity experts to conduct independent assessments of our cybersecurity posture, ensuring that our defenses remain robust against an evolving the threat landscape; • Development and testing of incident response processes, plans and procedures to ensure preparedness in the event of a cybersecurity incident, including clearly defined roles and responsibilities enabling a swift and coordinated response; • Communication and update channels that allow for the timely dissemination of information regarding cybersecurity incidents and the effectiveness of implemented controls.
The processes by which our Chief Information Security Officer 39 and our Cybersecurity Risk Committee are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents includes the following: • Continuous monitoring to detect and respond to potential cybersecurity incidents promptly, including the use of advanced security technologies and threat intelligence; • Engagement with external cybersecurity experts to conduct independent assessments of our cybersecurity posture, ensuring that our defenses remain robust against an evolving the threat landscape; • Development and testing of incident response processes, plans and procedures to ensure preparedness in the event of a cybersecurity incident, including clearly defined roles and responsibilities enabling a swift and coordinated response; • Communication and update channels that allow for the timely dissemination of information regarding cybersecurity incidents and the effectiveness of implemented controls.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer The following table sets forth issuer purchases of equity securities related to our share repurchase program for the fiscal year ended January 31, 2024: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced program Approximate dollar value of shares that may yet to be purchased under the program (in millions) February 1, 2023 - February 28, 2023 254,515 7.35 254,515 $ 20.7 March 1, 2023 - March 31, 2023 192,023 8.92 192,023 $ 19.0 April 1, 2023 - April 30, 2023 117,031 8.80 117,031 $ 18.0 May 1, 2023 - May 31, 2023 278,939 8.21 278,939 $ 15.7 June 1, 2023 - June 30, 2023 182,351 11.53 182,351 $ 13.6 July 1, 2023 - July 31, 2023 201,203 10.03 201,203 $ 11.6 August 1, 2023 - August 31, 2023 259,937 8.85 259,937 $ 9.3 September 1, 2023 - September 30, 2023 (1) 1,240,741 6.45 1,240,741 $ 51.2 October 1, 2023 - October 31, 2023 253,901 6.22 253,901 $ 49.7 November 1, 2023 - November 30, 2023 — — — $ 49.7 December 1, 2023 - December 31, 2023 — — — $ 49.7 January 1, 2024 - January 31, 2024 — — — $ 49.7 Total 2,980,641 2,980,641 (1) In September 2023, the Board of Directors authorized an additional $50.0 million to the share repurchase program.
Biggest changePurchases of Equity Securities by the Issuer The following table sets forth issuer purchases of equity securities related to our share repurchase program for the fiscal year ended January 31, 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced program Approximate dollar value of shares that may yet to be purchased under the program (in millions) February 1, 2024 - February 29, 2024 — $ — — $ 50.0 March 1, 2024 - March 31, 2024 — $ — — $ 50.0 April 1, 2024 - April 30, 2024 — $ — — $ 50.0 May 1, 2024 - May 31, 2024 — $ — — $ 50.0 June 1, 2024 - June 30, 2024 — $ — — $ 50.0 July 1, 2024 - July 31, 2024 43,270 $ 5.78 43,270 $ 49.8 August 1, 2024 - August 31, 2024 215,583 $ 5.09 215,583 $ 48.7 September 1, 2024 - September 30, 2024 160,230 $ 6.23 160,230 $ 47.7 October 1, 2024 - October 31, 2024 664,375 $ 6.92 664,375 $ 43.1 November 1, 2024 - November 30, 2024 429,029 $ 7.77 429,029 $ 39.7 December 1, 2024 - December 31, 2024 562,290 $ 6.75 562,290 $ 35.9 January 1, 2025 - January 31, 2025 612,751 $ 6.50 612,751 $ 31.9 Total 2,687,528 2,687,528 As part of the share repurchase program, shares may be purchased in open market transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, our revolving credit facility agreement contains customary covenants restricting our ability to pay dividends. Stockholders As of February 28, 2024, there were 35 registered stockholders of record of our common stock. The number of registered stockholders of record does not include beneficial holders whose shares are held by banks, brokers and other institutions.
In addition, our revolving credit facility agreement contains customary covenants restricting our ability to pay dividends. Stockholders As of February 26, 2025, there were 27 registered stockholders of record of our common stock. The number of registered stockholders of record does not include beneficial holders whose shares are held by banks, brokers and other institutions.
See Note 10. "Equity", to our consolidated financial statements for further discussion on our share repurchase program. 40 Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information regarding our equity compensation plans as of January 31, 2024.
See Note 11 "Equity" to our consolidated financial statements for further discussion on our share repurchase program. 41 Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information regarding our equity compensation plans as of January 31, 2025.
The number of shares available for issuance under these plans automatically increase each February 1 st subject to the terms of the respective plans and such future increases are not reflected in the table above. (5) In March 2022, we made a grant to an executive in the form of 2,000,000 performance-based restricted stock units.
The number of shares available for issuance under these plans automatically increase each February 1 st subject to the terms of the respective plans and such future increases are not reflected in the table above. (5) This amount includes 2,000,000 performance-based restricted stock units, granted to an executive in March 2022.
Plan category (a) Number of securities to be issued upon exercise of outstanding options, vesting of restricted stock, restricted stock units, and performance-based restricted stock units (b) Weighted-average exercise price of outstanding options (1) (c) Number of securities remaining available for future issuance under equity compensation plans (excludes securities reflected in column (a)) Equity compensation plans approved by security holders (2) 14,617,242 (3) $ 6.26 9,345,275 (4) Equity compensation plans not approved by security holders 2,000,000 — — (5) Total 16,617,242 $ 6.26 9,345,275 (1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options to purchase shares of our common stock.
Plan category (a) Number of securities to be issued upon exercise of outstanding options, vesting of restricted stock, restricted stock units, and performance-based restricted stock units (b) Weighted-average exercise price of outstanding options (1) (c) Number of securities remaining available for future issuance under equity compensation plans (excludes securities reflected in column (a)) Equity compensation plans approved by security holders (2) 13,155,626 (3) $ 6.78 13,296,953 (4) Equity compensation plans not approved by security holders 3,470,707 (5) — 3,565,676 (6) Total 16,626,333 $ 6.78 16,862,629 (1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options to purchase shares of our common stock.
(4) This amount includes 4,844,507 shares of our common stock available for issuance under our 2016 Equity Incentive Plan and 4,500,768 shares of our common stock available for issuance under our 2017 Employee Stock Purchase Plan.
(4) This amount includes 8,352,951 shares of our common stock available for issuance under our 2016 Equity Incentive Plan and 4,944,002 shares of our common stock available for issuance under our 2017 Employee Stock Purchase Plan.
(3) This amount includes 2,021,494 shares subject to outstanding options, 9,790,748 shares subject to outstanding restricted stock and restricted stock units, and 2,805,000 shares subject to outstanding performance-based restricted stock units granted under our 2008 Equity Incentive Plan and 2016 Equity Incentive Plan.
(3) This amount includes 1,566,134 shares subject to outstanding options, 8,844,492 shares subject to outstanding restricted stock and restricted stock units, and 2,745,000 shares subject to outstanding performance-based restricted stock units granted under our 2008 Equity Incentive Plan and 2016 Equity Incentive Plan.
This grant was outside of the Company’s 2016 Equity Incentive Plan in reliance on the inducement award exception contained in NYSE Listing Rule 303A.08. 41 Performance Graph The following shall not be deemed soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any of our other filings under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.
(6) This amount includes 3,565,676 shares available for issuance under our Hearsay Social, Inc. 2019 Equity Incentive Plan. 42 Performance Graph The following shall not be deemed soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any of our other filings under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.
Added
The timing, manner, price and amount of any repurchases will be determined at our discretion, and the share repurchase program may be suspended, terminated or modified at any time for any reason.
Added
The repurchase program does not obligate us to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases. Amounts reflected in the above table exclude commissions paid on the repurchase of shares.
Added
This grant was outside of the Company’s 2016 Equity Incentive Plan in reliance on the inducement award exception contained in NYSE Listing Rule 303A.08. This amount also includes 1,470,707 shares subject to outstanding restricted stock units granted under our Hearsay Social Inc. 2019 Equity Incentive Plan, which was assumed in August 2024 in connection with our acquisition of Hearsay.
Added
A description of the material features of our Hearsay Social Inc. 2019 Equity Incentive Plan will be provided in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended January 31, 2025 ("Proxy Statement") and is incorporated herein by reference.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table sets forth selected consolidated statement of operations data for each of the periods indicated: (in thousands) Fiscal year ended January 31, Statements of Operations Data: 2024 2023 Revenue $ 404,322 $ 400,850 Cost of revenue (1) 87,468 103,960 Gross profit 316,854 296,890 Operating expenses: Sales and marketing (1) 178,830 211,479 Research and development (1) 72,040 70,903 General and administrative (1) 72,185 79,336 Total operating expenses 323,055 361,718 Loss from operations (6,201) (64,828) Interest income 7,094 1,684 Interest expense (470) (589) Other expense, net (761) (125) Loss from operations before income taxes (338) (63,858) Provision for income taxes (2,292) (2,080) Net loss $ (2,630) $ (65,938) (1) Amounts include stock-based compensation expense as follows: Fiscal year ended January 31, (in thousands) 2024 2023 Cost of revenue $ 2,900 $ 5,042 Sales and marketing 15,067 22,961 Research and development 11,349 16,401 General and administrative 15,645 18,674 Total stock-based compensation expense $ 44,961 $ 63,078 47 The following table sets forth selected consolidated statements of operations data for each of the periods indicated as a percentage of total revenue: Fiscal year ended January 31, 2024 2023 Revenue 100 % 100 % Cost of revenue 22 26 Gross profit 78 74 Operating expenses: Sales and marketing 44 53 Research and development 18 17 General and administrative 18 20 Total operating expenses 80 90 Loss from operations (2) (16) Interest income 2 — Interest expense — — Other expense, net — — Loss from operations before income taxes — (16) Provision for income taxes (1) — Net loss (1) % (16) % Note: Numbers rounded for presentation purposes and may not sum.
Biggest changeThe following table sets forth selected consolidated statement of operations data for each of the periods indicated: (in thousands) Fiscal year ended January 31, Statements of Operations Data: 2025 2024 Revenue $ 420,957 $ 404,322 Cost of revenue (1) 96,364 87,468 Gross profit 324,593 316,854 Operating expenses: Sales and marketing (1) 174,779 178,830 Research and development (1) 77,201 72,040 General and administrative (1) 105,061 72,185 Total operating expenses 357,041 323,055 Loss from operations (32,448) (6,201) Interest income 6,102 7,094 Interest expense (967) (470) Other expense, net (745) (761) Loss from operations before income taxes (28,058) (338) Benefit from (provision for) income taxes 110 (2,292) Net loss $ (27,948) $ (2,630) (1) See Note 10 "Stock-Based Compensation" to the consolidated financial statements for amounts included. 49 The following table sets forth selected consolidated statements of operations data for each of the periods indicated as a percentage of total revenue: Fiscal year ended January 31, 2025 2024 Revenue 100 % 100 % Cost of revenue 23 22 Gross profit 77.1 78.4 Operating expenses: Sales and marketing 42 44 Research and development 18 18 General and administrative 25 18 Total operating expenses 85 80 Loss from operations (8) (2) Interest income 1 2 Interest expense — — Other expense, net — — Loss from operations before income taxes (7) — Benefit from (provision for) income taxes — (1) Net loss (7) % (1) % Note: Numbers rounded for presentation purposes and may not sum.
Financing Activities Net cash used in financing activities of $23.3 million for the fiscal year ended January 31, 2024 was primarily related to $23.1 million in cash outflows associated with repurchases of common stock as part of our share repurchase program, as well as payments for taxes related to the net share settlement of stock-based compensation awards of $13.0 million and payments of deferred financing costs of $0.5 million.
Net cash used in financing activities of $23.3 million for the fiscal year ended January 31, 2024 was primarily related to $23.1 million in cash outflows associated with repurchases of common stock as part of our share repurchase program, as well as payments for taxes related to the net share settlement of stock-based compensation awards of $13.0 million and payments of deferred financing costs of $0.5 million.
These increases were partially offset by changes in operating lease liabilities of $11.7 million, unearned revenue of $11.3 million and accounts payable, accrued expenses and other current liabilities of $10.2 million.
These increases were offset by changes in operating lease liabilities of $11.7 million, unearned revenue of $11.3 million and accounts payable, accrued expenses and other current liabilities of $10.2 million.
This was partially offset by proceeds from exercise of stock options of $9.4 million and net proceeds from employee stock purchase plan withholdings of $3.9 million.
This was offset by proceeds from exercise of stock options of $9.4 million and net proceeds from employee stock purchase plan withholdings of $3.9 million.
Amendment No. 2 amends the Credit Facility to, among other things (i) extend the maturity date of the Credit Facility to December 22, 2025, (ii) amend the interest rate provisions to replace LIBOR with SOFR as the interest rate benchmark, and (iii) amend the recurring revenue growth rate financial covenant.
Amendment No. 2 amended the Credit Facility to, among other things (i) extend the maturity date of the Credit Facility to December 22, 2025, (ii) amend the interest rate provisions to replace LIBOR with SOFR as the interest rate benchmark, and (iii) amend the recurring revenue growth rate financial covenant.
The three-year revolving loan facility provides for borrowings up to the amount of the facility with sub-limits of up to (i) $30.0 million to be available for the issuance of letters of credit and (ii) $10.0 million to be available for swingline loans.
The revolving loan facility provides for borrowings up to the amount of the facility with sub-limits of up to (i) $30.0 million to be available for the issuance of letters of credit and (ii) $10.0 million to be available for swingline loans.
The calculation includes the annualized contractual minimum commitment and excludes amounts related to overages above the contractual minimum commitment. Contracts include portions of professional services contracts that are recurring in nature. See Part I Item 1A “Risk Factors" for further discussion of Third-party reseller customers.
The calculation includes the annualized contractual minimum commitment and amounts related to usage above the contractual minimum commitment. Contracts include portions of professional services contracts that are recurring in nature. See Part I Item 1A “Risk Factors" for further discussion of Third-party reseller customers.
Investing Activities Net cash used in investing activities of $2.7 million for the fiscal year ended January 31, 2024 reflected capital expenditures. Net cash used in investing activities of $6.2 million for the fiscal year ended January 31, 2023 reflected capital expenditures.
Net cash used in investing activities of $2.7 million for the fiscal year ended January 31, 2024 reflected capital expenditures.
Revenue for the fiscal year ended January 31, 2024 included a positive impact from foreign currency exchange rates of approximately $1.3 million, using a constant currency basis. We calculate constant currency by translating our current period results for entities reporting in currencies other than U.S.
Revenue for the fiscal year ended January 31, 2025 included a positive impact from foreign currency exchange rates of approximately $1.5 million, using a constant currency basis. We calculate constant currency by translating our current period results for entities reporting in currencies other than U.S.
These publishers include, among others, Amazon Alexa, Apple Maps, Bing, Cortana, Facebook, Google, Google Assistant, Google Maps, Siri and Yelp. Our platform powers all of our key products, including Listings, Reviews, Pages and Search, each with robust analytics capabilities for businesses to easily track performance across customer experiences.
These publishers include, among others, Amazon Alexa, Apple, Bing, Facebook, Google, and Yelp. Our platform powers all of our key products, including Listings, Reviews, Pages and Search, each with robust analytics capabilities for businesses to easily track performance across customer experiences.
Net Loss Net loss was $2.6 million and $65.9 million for the fiscal years ended January 31, 2024 and 2023, respectively. Non-GAAP Financial Measures In addition to our financial results determined in accordance with GAAP, we believe that certain non-GAAP financial measures are useful in evaluating our operating performance and our business.
Net Loss Net loss was $27.9 million and $2.6 million for the fiscal years ended January 31, 2025 and 2024, respectively. Non-GAAP Financial Measures In addition to our financial results determined in accordance with GAAP, we believe that certain non-GAAP financial measures are useful in evaluating our operating performance and our business.
Contractual Obligations See Note 14 "Commitments and Contingencies", to the consolidated financial statements for our discussion on contractual obligations. 52 Critical Accounting Policies and Estimates Our management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP.
Contractual Obligations See Note 15 "Commitments and Contingencies" to the consolidated financial statements for our discussion on contractual obligations. 55 Critical Accounting Policies and Estimates Our management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP.
Generally, we assign unique administrative accounts to each separate and distinct entity (such as a company or government institution) or a business unit of a large corporation, that has its own separate contract with us to access our platform. We believe that customer count provides insight into our ability to grow our enterprise and mid-size customer base.
Generally, we assign unique administrative accounts to each separate and distinct entity (such as a company or government institution) or a business unit of a large corporation, that has its own separate contract with us to access our platform. Historically, we believed that customer count provided insight into our ability to grow our enterprise and mid-size customer base.
Capitalized software development costs related to additional functionality to our platform are excluded from research and development expenses as they are capitalized as a component of property and equipment, net and depreciated to cost of revenue over the term of their useful life.
Personnel-related costs mainly consist of salaries and wages. Capitalized software development costs related to additional functionality to our platform are excluded from research and development expenses as they are capitalized as a component of property and equipment, net and depreciated to cost of revenue over the term of their useful life.
For a discussion of our results of operations for the fiscal year ended January 31, 2023 compared to the fiscal year ended January 31, 2022, please refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023.
For a discussion of our results of operations for the fiscal year ended January 31, 2024 compared to the fiscal year ended January 31, 2023, see Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.
We define Adjusted EBITDA as GAAP net income (loss) before (1) interest income (expense), net, (2) provision for income taxes, (3) depreciation and amortization, (4) other income (expense), net, and (5) stock-based compensation expense. The most directly comparable GAAP financial measure to Adjusted EBITDA is GAAP net income (loss).
We define Adjusted EBITDA as GAAP net income (loss) before (1) interest income (expense), net, (2) (provision for) benefit from income taxes, (3) depreciation and amortization, (4) other income (expense), net, (5) stock-based compensation expense, and (6) acquisition-related costs. The most directly comparable GAAP financial measure to Adjusted EBITDA is GAAP net income (loss).
For a discussion of our cash flows for the fiscal year ended January 31, 2022, please refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Liquidity and Capital Resources" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023.
For a discussion of our cash flows for the fiscal year ended January 31, 2023, see Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Liquidity and Capital Resources" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.
We also believe non-GAAP net income (loss) is useful in evaluating our operating performance compared to that of other companies in our industry, as it eliminates the effects of stock-based compensation, which may vary for reasons unrelated to overall operating performance.
We also believe non-GAAP net income (loss) is useful in evaluating our operating performance compared to that of other companies in our industry, as it eliminates the effects of stock-based compensation, acquisition-related costs, and amortization of acquired intangibles, which may vary for reasons unrelated to overall operating performance.
In addition, cost of revenue includes depreciation expense, which includes amounts allocated based on employee headcount, as well as amounts related to certain capitalized software development costs incurred in connection with additional functionality to our platform. Cost of revenue also includes lease expenses associated with our office spaces, which are allocated based on employee headcount.
In addition, cost of revenue includes depreciation expense, which includes amounts allocated based on employee headcount, as well as amounts related to certain capitalized software development costs incurred in connection with additional functionality to our platform.
Revenue recognized from subscriptions and associated support to our platform was 92% and 91%, while revenue recognized from professional services was 8% and 9%, for the fiscal years ended January 31, 2024 and 2023, respectively.
Revenue recognized from subscriptions and associated support to our platform was 93% and 92%, while revenue recognized from professional services was 7% and 8%, for the fiscal years ended January 31, 2025 and 2024, respectively.
Net cash used in financing activities of $79.0 million for the fiscal year ended January 31, 2023 was primarily related to $77.3 million in cash outflows associated with repurchases of common stock as part of our share repurchase program, as well as payments for taxes related to the net share settlement of stock-based compensation awards of $5.1 million and payments of deferred financing costs of $0.5 million.
Financing Activities Net cash used in financing activities of $28.5 million for the fiscal year ended January 31, 2025 was primarily related to cash outflows of $17.9 million associated with repurchases of common stock as part of our share repurchase program, as well as $10.8 million associated with payments for taxes related to the net share settlement of stock-based compensation awards and $3.5 million related to deferred payments for acquisitions.
In addition, there were positive adjustments resulting from changes in costs to obtain revenue contracts of $8.0 million, unearned revenue of $3.5 million and accounts payable, accrued expenses and other current liabilities of $2.7 million.
In addition, there were positive adjustments resulting from changes in accounts payable, accrued expenses and other current liabilities of $17.0 million and costs to obtain revenue contracts of $10.0 million.
The Credit Facility provides for a senior secured revolving loan facility of up to $50.0 million that matures three years after the effective date, with the right subject to certain conditions to add an incremental revolving loan facility of up to $50.0 million in the aggregate.
The Credit Facility provides for a senior secured revolving loan facility of up to $50.0 million that matures on December 22, 2025, with the right subject to certain conditions to add an incremental revolving loan facility of up to $50.0 million in the aggregate.
Net cash provided by operating activities of $17.9 million for the fiscal year ended January 31, 2023 reflected our net loss of $65.9 million, adjusted by non-cash charges including stock-based compensation expense of $63.1 million, depreciation and amortization expense of $17.6 million and amortization of operating lease right-of-use assets of $8.8 million.
Net cash provided by operating activities of $46.2 million for the fiscal year ended January 31, 2024 reflected our net loss of $2.6 million, adjusted by non-cash charges including stock-based compensation expense of $45.0 million, depreciation and amortization expense of $15.8 million and amortization of operating lease right-of-use assets of $8.8 million.
Macroeconomic Conditions Our results of operations have been and may continue to be influenced by general macroeconomic conditions, including, but not limited to, the impact of foreign currency fluctuations, interest rates, inflation, recession risks and public health emergencies, such as the COVID-19 pandemic.
Macroeconomic Conditions Our results of operations have been and may continue to be influenced by general macroeconomic conditions, including, but not limited to, the impact of foreign currency fluctuations, interest rates, inflation, recession risks, and geopolitical events and shifts.
Non-GAAP net income (loss) is a financial measure that is not calculated in accordance with GAAP. We define non-GAAP net income (loss) as our GAAP net income (loss) as adjusted to exclude the effects of stock-based compensation expense.
Non-GAAP net income (loss) is a financial measure that is not calculated in accordance with GAAP. We define non-GAAP net income (loss) as our GAAP net income (loss) as adjusted to exclude the effects of stock-based compensation expense, acquisition-related costs, amortization of acquired intangibles, and the related income tax effect of these adjustments.
Our cash flows, including net cash used in or provided by operating activities, may vary significantly from quarter to quarter, due to the timing of billings, cash collections and lease payments, significant marketing events and related expenses, and other factors.
Our cash flows, including net cash used in or provided by operating activities, may vary significantly from quarter to quarter, due to the timing of billings, cash collections and lease payments, significant marketing events and related expenses, acquisitions, and other factors. Our future capital requirements will depend on many factors, including those set forth under "Risk Factors".
The calculation assumes no subsequent changes to the existing subscription, and where relevant, includes the annualized contractual minimum commitment and excludes amounts related to overages above the contractual minimum commitment. Contracts include portions of professional services contracts that are recurring in nature.
The calculation assumes no subsequent changes to the existing subscription, and where relevant, includes the annualized contractual minimum commitment and amounts related to usage above the contractual minimum commitment. Contracts include portions of professional services contracts that are recurring in nature. We calculate usage by annualizing monthly amounts in excess of contractual minimum commitments in the current month.
Revenue attributable to third-party reseller customers was $77.2 million for the fiscal year ended January 31, 2024, compared to $82.8 million for the fiscal year ended January 31, 2023, a decrease of $5.6 million or 7% primarily due to customer attrition.
Revenue attributable to third-party reseller customers was $74.0 million for the fiscal year ended January 31, 2025, compared to $77.2 million for the fiscal year ended January 31, 2024, a decrease of $3.2 million or 4% primarily due to customer attrition.
The decrease was primarily driven by employee related costs, as personnel-related costs decreased $11.3 million and stock-based compensation expense decreased $2.1 million, reflecting lower headcount. In addition, depreciation expense decreased $2.1 million as certain assets have fully depreciated.
The decrease was primarily driven by a $1.9 million decrease in personnel-related costs, reflecting lower headcount, a $1.4 million decrease in depreciation expense as certain assets have fully depreciated, a $1.3 million decrease in employee travel and a $1.2 million decrease in lease expense.
As amended, the revolving loans bear interest, at our election, at an annual rate based on SOFR or a base rate. Loans based on SOFR shall bear interest at a rate between SOFR plus 2.50% and SOFR plus 3.00%, depending on our average daily usage of the revolving loan facility and subject to a SOFR floor of 1.00%.
As amended, the revolving loans bear interest, at our election, at an annual rate based on SOFR or a base rate. Loans based on SOFR shall bear interest at a rate between SOFR plus 1.75% and SOFR plus 2.25%, depending on our consolidated total leverage ratio and subject to a SOFR floor of 1.00%.
Loans based on the base rate shall bear interest at a rate between the base rate minus 0.50% and the base rate plus 0.00%, depending on our average daily usage of the revolving loan facility. We are also obligated to pay a commitment fee on the unused portion of the facility at a rate of 0.25% per annum.
Loans based on the base rate shall bear interest at a rate between the base rate minus 1.25% and the base rate minus 0.75%, depending on our consolidated total leverage ratio. We are also obligated to pay a commitment fee on the unused portion of the facility at a rate of 0.25% per annum.
In addition, sales and marketing expenses include costs related to advertising and conferences and brand awareness events. Research and development expenses . Research and development expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense. Personnel-related costs mainly consist of salaries and wages.
In addition, sales and marketing expenses include amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as costs related to advertising and conferences and brand awareness events. Research and development expenses . Research and development expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense.
This was partially offset by net proceeds from employee stock purchase plan withholdings of $3.2 million and proceeds from exercise of stock options of $0.7 million.
This was offset by net proceeds from employee stock purchase plan withholdings of $3.3 million.
The current period ARR is then divided by the prior period ARR to arrive at our dollar-based net retention rate. The cohorts of customers that we present dollar-based net retention rate for include direct, third-party reseller, and total customers. Direct customers include enterprise, mid-size and small business customers.
The cohorts of customers that we present dollar-based net retention rate for include direct, third-party reseller, and total customers. Direct customers include enterprise, mid-size and small business customers.
Our future capital requirements will depend on many factors, including those set forth under "Risk Factors." We may in the future enter into arrangements to acquire or invest in complementary businesses, services, technologies, and intellectual property rights. In addition, we may be required to seek additional equity or debt financing.
We may in the future enter into arrangements to acquire or invest in complementary businesses, services, technologies, and intellectual property rights. In addition, we may be required to seek additional equity or debt financing.
We believe non-GAAP net income (loss) provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of our results of operations.
Acquisition-related costs include transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements. We believe non-GAAP net income (loss) provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of our results of operations.
These increases were partially offset by changes in operating lease liabilities of $11.0 million, accounts receivable of $10.1 million, mainly due to timing of billing and cash collections during the period, and changes in prepaid expenses and other current assets of $2.3 million.
These increases were offset by changes in unearned revenue of $20.5 million, operating lease liabilities of $11.1 million, and accounts receivable of $1.1 million, mainly due to timing of billing and cash collections during the period.
Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance.
Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to purport to be an alternate to GAAP net income (loss) as a measure of operating performance.
As such, customer count excludes third-party reseller customers and small business customers as well as customers only receiving free trials. From time to time, some customers previously characterized as small business customers may 43 transition to mid-size customers, and customer count includes these changes resulting from any recharacterization. As of January 31, 2024, customer count was approximately 3,000.
As such, customer count excluded third-party reseller customers and small business customers as well as customers only receiving free trials. From time to time, some customers previously characterized as small business customers transitioned to mid-size customers, and customer count included these changes resulting from any recharacterization.
Operating Expenses Fiscal year ended January 31, Variance (in thousands) 2024 2023 Dollars Percent Sales and marketing $ 178,830 $ 211,479 $ (32,649) (15) % Research and development $ 72,040 $ 70,903 $ 1,137 2 % General and administrative $ 72,185 $ 79,336 $ (7,151) (9) % Sales and marketing expense was $178.8 million for the fiscal year ended January 31, 2024, compared to $211.5 million for the fiscal year ended January 31, 2023, a decrease of $32.6 million, or 15%.
Operating Expenses Fiscal year ended January 31, Variance (in thousands) 2025 2024 Dollars Percent Sales and marketing $ 174,779 $ 178,830 $ (4,051) (2) % Research and development $ 77,201 $ 72,040 $ 5,161 7 % General and administrative $ 105,061 $ 72,185 $ 32,876 46 % Sales and marketing expense was $174.8 million for the fiscal year ended January 31, 2025, compared to $178.8 million for the fiscal year ended January 31, 2024, a decrease of $4.1 million, or 2%.
On December 22, 2022, we entered into a second amendment (“Amendment No. 2”) to the Credit Agreement, dated March 11, 2020, collectively referred to as the Credit Facility. No significant debt issuance costs were incurred in association with the December 2022 Credit Facility.
On December 22, 2022, we entered into a second amendment (“Amendment No. 2”) to the Credit Agreement, dated March 11, 2020, and on July 26, 2024, we entered into a third amendment ("Amendment No. 3") to the Credit Agreement, collectively referred to as the Credit Facility.
Adjusted EBITDA is not intended to purport to be an alternate to GAAP net income (loss) as a measure of operating performance. 49 The definitions of our non-GAAP financial measures may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish this or similar metrics.
The definitions of our non-GAAP financial measures may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish this or similar metrics.
Our contracts are typically one year in length, but may be up to three years or longer in length. Revenue is a function of the number of customers, the number of licenses or capacity purchased by each customer, the package to which each customer subscribes, the price of the package and renewal rates.
Revenue is a function of the number of customers, the number of licenses or capacity purchased by each customer, the package to which each customer subscribes, the price of the package and renewal rates.
The following table summarizes our cash flows: Fiscal year ended January 31, (in thousands) 2024 2023 Net cash provided by operating activities $ 46,157 $ 17,853 Net cash used in investing activities $ (2,728) $ (6,193) Net cash used in financing activities $ (23,254) $ (79,021) Operating Activities Net cash provided by operating activities of $46.2 million for the fiscal year ended January 31, 2024 reflected our net loss of $2.6 million, adjusted by non-cash charges including stock-based compensation expense of $45.0 million, depreciation and amortization expense of $15.8 million and amortization of operating lease right-of-use assets of $8.8 million.
The following table summarizes our cash flows: Fiscal year ended January 31, (in thousands) 2025 2024 Net cash provided by operating activities $ 50,211 $ 46,157 Net cash used in investing activities $ (91,492) $ (2,728) Net cash used in financing activities $ (28,541) $ (23,254) Operating Activities Net cash provided by operating activities of $50.2 million for the fiscal year ended January 31, 2025 reflected our net loss of $27.9 million, adjusted by non-cash charges including stock-based compensation expense of $51.8 million, depreciation and amortization expense of $18.5 million, including $7.1 million related to the amortization of acquired intangibles, as well as $8.7 million related to the amortization of operating lease right-of-use assets and $5.5 million related to adjustments to contingent consideration.
Cost of Revenue and Gross Margin Cost of revenue was $87.5 million for the fiscal year ended January 31, 2024, compared to $104.0 million for the fiscal year ended January 31, 2023, a decrease of $16.5 million, or 16%.
Cost of Revenue and Gross Margin Cost of revenue was $96.4 million for the fiscal year ended January 31, 2025, compared to $87.5 million for the fiscal year ended January 31, 2024, an increase of $8.9 million, or 10%.
Research and development expense was $72.0 million for the fiscal year ended January 31, 2024, compared to $70.9 million for the fiscal year ended January 31, 2023, an increase of $1.1 million, or 2%. The increase was primarily driven by a $4.3 million increase in personnel-related costs, as well as smaller increases in depreciation expense, among others.
Research and development expense was $77.2 million for the fiscal year ended January 31, 2025, compared to $72.0 million for the fiscal year ended January 31, 2024, an increase of $5.2 million, or 7%. The increase was primarily driven by a $7.6 million increase in personnel-related costs, reflecting higher headcount.
The following table reconciles our GAAP net loss to non-GAAP net income (loss): Fiscal year ended January 31, (in thousands) 2024 2023 GAAP net loss $ (2,630) $ (65,938) Plus: Stock-based compensation expense 44,961 63,078 Non-GAAP net income (loss) $ 42,331 $ (2,860) The following table reconciles our GAAP net loss to Adjusted EBITDA: Fiscal year ended January 31, 2024 2023 (in thousands) GAAP net loss $ (2,630) $ (65,938) Interest (income) expense, net (6,624) (1,095) Provision for income taxes 2,292 2,080 Depreciation and amortization 15,805 17,583 Other expense (income), net 761 125 Stock-based compensation expense 44,961 63,078 Adjusted EBITDA $ 54,565 $ 15,833 Constant Currency We provide revenue, including year-over-year growth rates, adjusted to remove the impact of foreign currency rate fluctuations, which we refer to as constant currency.
Our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities. 52 The following table reconciles our GAAP net loss to Adjusted EBITDA: Fiscal year ended January 31, (in thousands) 2025 2024 GAAP net loss $ (27,948) $ (2,630) Interest (income) expense, net (5,135) (6,624) (Benefit from) provision for income taxes (110) 2,292 Depreciation and amortization 18,531 15,805 Other expense (income), net 745 761 Stock-based compensation expense 51,780 44,961 Acquisition-related costs 29,176 — Adjusted EBITDA $ 67,039 $ 54,565 Constant Currency We provide revenue, including year-over-year growth rates, adjusted to remove the impact of foreign currency rate fluctuations, which we refer to as constant currency.
We offer subscriptions in a discrete range of packages, with pricing based on specified feature sets and the number of licenses managed by the customer as well as on a capacity-basis. Fiscal Year Our fiscal year ends on January 31 st . References to fiscal 2024, for example, are to the fiscal year ended January 31, 2024.
We offer subscriptions in a discrete range of packages, with pricing based on specified feature sets and the number of licenses managed by the customer as well as on a capacity-basis. In August 2024, we acquired Hearsay Social, Inc., a digital client engagement platform for financial services ("Hearsay").
General and administrative expenses also include lease expenses associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount, and other professional related costs. 46 Results of Operations In this section, we discuss the results of our operations for the fiscal year ended January 31, 2024 compared to the fiscal year ended January 31, 2023.
In addition, general and administrative expenses include other professional related costs, which include acquisition-related costs, as well as fair value adjustments related to contingent consideration. 48 Results of Operations In this section, we discuss the results of our operations for the fiscal year ended January 31, 2025 compared to the fiscal year ended January 31, 2024.
As of January 31, 2024, we were in compliance with all debt covenants. As of such date, the $50.0 million revolving loan facility had $36.4 million available and $13.6 million in letters of credit allocated as security in connection with office space.
As of such date, the $50.0 million revolving loan facility had $36.6 million available and $13.4 million in letters of credit allocated as security in connection with office space. 54 Share Repurchase Program In March 2022, our Board of Directors authorized a $100.0 million share repurchase program of our common stock.
We recognize interest and penalties related to uncertain tax positions within the provision for income taxes on our consolidated statement of operations and comprehensive loss. Recent Accounting Pronouncements See Note 2 "Summary of Significant Accounting Policies- Recent Accounting Pronouncements", to the consolidated financial statements for our discussion about adopted and pending recent accounting pronouncements. 53
Recent Accounting Pronouncements See Note 2 "Summary of Significant Accounting Policies-Recent Accounting Pronouncements" to the consolidated financial statements for our discussion about adopted and pending recent accounting pronouncements. 57
The following table summarizes our revenue by sales channel for the periods presented: Fiscal year ended January 31, Variance 2024 2023 Dollars Percent (in thousands) Direct Customers $ 327,093 $ 318,032 $ 9,061 3 % Third-Party Reseller Customers 77,229 82,818 (5,589) (7) % Total Revenue $ 404,322 $ 400,850 $ 3,472 1 % Revenue attributable to direct customers was $327.1 million for the fiscal year ended January 31, 2024, compared to $318.0 million for the fiscal year ended January 31, 2023, an increase of $9.1 million or 3%, primarily driven by new customer subscriptions to our platform, as well as expanded subscriptions for existing customers.
The following table summarizes our revenue by sales channel for the periods presented: Fiscal year ended January 31, Variance 2025 2024 Dollars Percent (in thousands) Direct Customers $ 346,951 $ 327,093 $ 19,858 6 % Third-Party Reseller Customers 74,006 77,229 (3,223) (4) % Total Revenue $ 420,957 $ 404,322 $ 16,635 4 % Revenue attributable to direct customers was $347.0 million for the fiscal year ended January 31, 2025, compared to $327.1 million for the fiscal year ended January 31, 2024, an increase of $19.9 million or 6%.The increase was entirely driven by the inclusion of Hearsay’s revenue as a result of the acquisition which did not exist in the comparative period.
Gross margin was 78.4% for the fiscal year ended January 31, 2024, compared to 74.1% for the fiscal year ended January 31, 2023 as reflected in the discussion above.
These increases were offset by a $2.0 million decrease in depreciation expense, as certain assets have fully depreciated. Gross margin was 77.1% for the fiscal year ended January 31, 2025, compared to 78.4% for the fiscal year ended January 31, 2024 as reflected in the discussion above.
Fiscal Year Ended January 31, 2024 Compared to Fiscal Year Ended January 31, 2023 Revenue Fiscal year ended January 31, Variance (in thousands) 2024 2023 Dollars Percent Revenue $ 404,322 $ 400,850 $ 3,472 1 % Cost of revenue 87,468 103,960 $ (16,492) (16) % Gross profit $ 316,854 $ 296,890 $ 19,964 7 % Gross margin 78.4 % 74.1 % Total revenue was $404.3 million for the fiscal year ended January 31, 2024, compared to $400.9 million for the fiscal year ended January 31, 2023, an increase of $3.5 million or 1%, primarily driven by new customer subscriptions to our platform, expanded subscriptions for existing customers, and the impact of foreign currency exchange rates as discussed below.
Fiscal Year Ended January 31, 2025 Compared to Fiscal Year Ended January 31, 2024 Revenue Fiscal year ended January 31, Variance (in thousands) 2025 2024 Dollars Percent Revenue $ 420,957 $ 404,322 $ 16,635 4 % Cost of revenue 96,364 87,468 $ 8,896 10 % Gross profit $ 324,593 $ 316,854 $ 7,739 2 % Gross margin 77.1 % 78.4 % Total revenue was $421.0 million for the fiscal year ended January 31, 2025, compared to $404.3 million for the fiscal year ended January 31, 2024, an increase of $16.6 million or 4%.
Therefore, changes in our contracting activity in the near term may not be fully reflected in our results of operations and overall financial performance until future periods. See Part I Item 1A “Risk Factors” for further discussion of the possible impact of the current macroeconomic conditions on our business.
Therefore, changes in our contracting activity in the near term may not be fully reflected in our results of operations and overall financial performance until future periods. Recent Developments On June 4, 2024, we committed to a restructuring plan in response to evolving business needs to reduce operating expenses and position Yext for profitable future growth (the “Plan”).
These increases were partially offset by a $5.1 million decrease in stock-based compensation expense, largely due to decreases in the fair value of awards granted. General and administrative expense was $72.2 million for the fiscal year ended January 31, 2024, compared to $79.3 million for the fiscal year ended January 31, 2023, a decrease of $7.2 million or 9%.
General and administrative expense was $105.1 million for the fiscal year ended January 31, 2025, compared to $72.2 million for the fiscal year ended January 31, 2024, an increase of $32.9 million or 46%.
Customer Count Customer count is defined as the total number of customers with contracts executed as of the last day of the reporting period and a unique administrative account identifier on our platform.
To accompany the transition to this new presentation, the following table presents our dollar-based net retention rate for the periods presented as calculated using our prior definition of ARR, which excluded usage: January 31, 2025 2024 Direct Customers 92% 91% Third-Party Reseller Customers 92% 95% Total Customers 92% 92% Customer Count Customer count is defined as the total number of customers with contracts executed as of the last day of the reporting period and a unique administrative account identifier on our platform.
The following table provides a reconciliation of revenue on a GAAP basis to revenue on a constant currency basis: Fiscal year ended January 31, (in thousands) 2024 2023 Growth Rates Revenue (GAAP) $ 404,322 $ 400,850 1 % Effects of foreign currency rate fluctuations (1,305) Revenue on a constant currency basis (Non-GAAP) $ 403,017 1 % 50 Liquidity and Capital Resources As of January 31, 2024, our principal sources of liquidity were cash and cash equivalents of $210.2 million.
The following table provides a reconciliation of revenue on a GAAP basis to revenue on a constant currency basis: Fiscal year ended January 31, (in thousands) 2025 2024 Growth Rates Revenue (GAAP) $ 420,957 $ 404,322 4 % Effects of foreign currency rate fluctuations (1,453) Revenue on a constant currency basis (Non-GAAP) $ 419,504 4 % Free Cash Flow We also provide free cash flow, which is a non-GAAP measure defined as net cash provided by (used in) operating activities, less cash used for purchases of capital expenditures, inclusive of capitalized software development costs.
The decrease was primarily driven by employee-related costs, as personnel-related costs decreased $20.2 million and stock-based compensation expense decreased $7.9 million, reflecting lower headcount. In addition, conferences and events decreased $1.3 million.
The increase was further driven by employee-related costs, as stock-based compensation expense increased $7.5 million, mainly due to PSUs granted in fiscal year 2024, and personnel-related costs increased $3.1 million, largely due to retention amounts related to Hearsay employees. In addition, professional related costs increased $7.3 million, primarily due to professional services related to the Hearsay acquisition.
The decrease was primarily driven by employee-related costs, as stock-based compensation expense decreased $3.0 million and personnel-related costs decreased $1.8 million, reflecting lower headcount. In addition, professional related costs decreased $2.8 million. These decreases were partially offset by smaller increases in bad debt expense, among others.
This increase was offset by decreases in stock-based compensation expense of $1.1 million, depreciation expense of $0.6 million, as certain assets have fully depreciated, and a $0.5 million decrease in professional related costs, among others.
The Credit Facility contains customary affirmative and negative covenants and restrictions, as well as financial covenants that require us to maintain the year-over-year growth rate of its recurring revenue for a trailing four fiscal quarter period above specified rates when certain liquidity thresholds are not met and to maintain a consolidated quick ratio of at least 1.50 to 1.00 tested on a monthly basis.
The Credit Facility contains customary affirmative and negative covenants and restrictions, as well as financial covenants that require us to maintain minimum liquidity of $35.0 million at all times and a consolidated total leverage ratio of no greater than 3.00 to 1.00, tested on a quarterly basis. As of January 31, 2025, we were in compliance with all debt covenants.
The following table provides our dollar-based net retention rate for the fiscal years ended January 31, 2024 and 2023: 44 January 31, 2024 2023 Dollar-Based Net Retention Rate (ARR) Direct Customers (1) 91% 97% Third-Party Reseller Customers 95% 92% Total Customers 92% 96% (1) Dollar-Based Net Retention Rate as of January 31, 2024 reflects the attrition of a large customer, which occurred during the three months ended January 31, 2024. 45 Components of Results of Operations Revenue We derive our revenue primarily from subscription and associated support to our platform.
The following table provides our dollar-based net retention rate for the periods presented: January 31, 2025 2024 Direct Customers 92% 91% Third-Party Reseller Customers 95% 93% Total Customers 93% 92% Change in Dollar-Based Net Retention Rate Methodology From time to time, we may refine our methodology of calculating our key performance metrics to better reflect our business.
Removed
We believe ARR-based metrics provides insight into the performance of our recurring revenue business model while mitigating fluctuations in billing and contract terms.
Added
See Note 4 "Business Combination" to our consolidated financial statements for additional information. Fiscal Year Our fiscal year ends on January 31 st . References to fiscal 2025, for example, are to the fiscal year ended January 31, 2025.
Removed
January 31, Variance 2024 2023 Dollars Percent Annual Recurring Revenue Direct Customers (1) $ 315,594 $ 327,017 $ (11,423) (3) % Third-Party Reseller Customers 71,784 73,343 (1,559) (2) % Total Annual Recurring Revenue $ 387,378 $ 400,360 $ (12,982) (3) % (1) ARR as of January 31, 2024 includes a decrease of $10.8 million related to the attrition of a large customer, which occurred during the three months ended January 31, 2024.
Added
The Plan reduced the size of our workforce by approximately 12 percent of our full-time employees as compared to our headcount as of January 31, 2024.
Removed
While the attrition of a large direct customer occurred during the three months ended January 31, 2024, we expect that the corresponding absence of revenue from this customer 48 will become more apparent in our quarterly results for the fiscal year ending January 31, 2025.
Added
We incurred approximately $5 million in costs in connection with the Plan during our second quarter of fiscal year 2025, consisting primarily of severance payments, payments in lieu of notice, employee benefits and related costs.
Removed
Following the closure of SVB by the California Department of Financial Protection and Innovation on March 10, 2023, and its subsequent receivership by the Federal Deposit Insurance Corporation (“FDIC”), the FDIC announced that all of SVB’s deposits and substantially all of its assets had been transferred to a newly created, full-service FDIC-operated bridge bank, Silicon Valley Bridge Bank N.A. (“SVBB”).
Added
Following approval by our Board of Directors, on June 10, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) for the acquisition of Hearsay Social, Inc. (“Hearsay”). Pursuant to the Merger Agreement, Hearsay became a wholly owned subsidiary of Yext upon closing of the transaction on August 1, 2024.
Removed
On March 27, 2023, First Citizens Bank & Trust Company (“First Citizens”) acquired substantially all of the loans and certain other assets of SVBB, and assumed all customer deposits and certain other liabilities of SVBB.
Added
The acquisition of Hearsay is intended to produce an end-to-end digital presence platform, combining Yext’s cutting-edge digital presence management capabilities with Hearsay’s compliant engagement solutions across social media, websites, text, and voice.
Removed
As such, First Citizens assumed SVB’s obligations under the Credit Facility. 51 Share Repurchase Program In March 2022, our Board of Directors authorized a $100.0 million share repurchase program of our common stock. In September 2023, our Board of Directors authorized an additional $50.0 million to the share repurchase program.
Added
We acquired Hearsay for approximately $125 million 44 in cash, as adjusted for customary adjustments set forth in the Merger Agreement and the assumption of Hearsay employee equity awards.
Removed
During the fiscal year ended January 31, 2024, 2,980,641 shares were purchased for a total cost of $22.9 million, inclusive of broker commissions.
Added
We also offered participation rights to key employees and former founders of Hearsay in a bonus pool of $20 million that can be settled in cash or our common stock and shall be subject to 100% vesting on the first anniversary of closing, generally subject to continued employment.
Removed
As of January 31, 2024, a total of 16,824,920 shares have been purchased for a total cost of $100.3 million since the commencement of the program, inclusive of broker commissions, and approximately $49.7 million remains available for future purchases. Cash Flows In this section, we discuss our cash flows for the fiscal years ended January 31, 2024 and 2023.
Added
In addition, subject to the terms of the Merger Agreement, we may also be required to pay additional contingent consideration of up to $75 million to Hearsay based on the achievement of certain milestones (the “Earnout”). The Earnout shall be payable based on achievement of certain annual recurring revenue targets.
Added
The targets shall be measured at the end of the first and second anniversaries of closing. The Earnout may be settled in cash or our common stock at our election. See Note 4 "Business Combination" to our consolidated financial statements for additional information.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeNotwithstanding, those institutions are subject to risk of failure and our balances may be uninsured in certain cases. For example, on March 10, 2023, SVB was unable to continue their operations and the FDIC was appointed as receiver for SVB. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership.
Biggest changeNotwithstanding, those institutions are subject to risk of failure and our balances may be uninsured in certain cases. 58
Based on the size of our international operations and the amount of our expenses denominated in foreign currencies, we would not expect a 10% change in the value of the U.S. dollar from rates on January 31, 2024 to have a material effect on our financial position or results of operations.
Based on the size of our international operations and the amount of our expenses denominated in foreign currencies, we would not expect a 10% change in the value of the U.S. dollar from rates on January 31, 2025 to have a material effect on our financial position or results of operations.
Interest Rate Risk As of January 31, 2024, we had cash and cash equivalents of $210.2 million. The primary objective of our investments is the preservation of capital to fulfill liquidity needs. We do not enter into investments for trading or speculative purposes. We do not believe our cash equivalents have significant risk of default or illiquidity.
Interest Rate Risk As of January 31, 2025, we had cash and cash equivalents of $123.1 million. The primary objective of our investments is the preservation of capital to fulfill liquidity needs. We do not enter into investments for trading or speculative purposes. We do not believe our cash equivalents have significant risk of default or illiquidity.
Removed
In addition, on May 1, 2023, the FDIC seized First Republic Bank and sold its assets to JPMorgan Chase & Co. We do not expect further developments with such banks to have a material impact on our cash and cash equivalents balance, expected results of operations or financial performance for the foreseeable future.
Removed
However, if further failures in financial institutions occur where we hold deposits, we could experience additional risk. 54

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