The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the Securities and Exchange Commission ("SEC") on March 10, 2026. As discussed in the section titled "Special Note Regarding Forward Looking Statements," the following discussion and analysis contains forward looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in the section titled "Risk Factors" under Part II, Item 1A in this Quarterly Report on Form 10-Q. Overview Yext 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. Our digital presence platform (also known as the Answers Platform) lets businesses structure and organize information about their brands in our Knowledge Graph (previously known as Yext Content), which is then delivered across first-and third-party websites and applications through our network of over 200 service and application providers, which we refer to as our Publisher Network. These publishers include, among others, Amazon Alexa, Apple, Bing, Facebook, Google Business Profile, OpenAI, and Yelp. Our platform powers all of our key products, including Listings, Reviews, Pages, Search, Social, Relate, and Scout, each with robust analytics capabilities for businesses to easily track performance across customer experiences. 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. We sell our platform throughout the world to customers of all sizes, including our enterprise, mid-size, and third-party reseller customers. In transactions with resellers, we are only party to the transaction with the reseller and are not a party to the reseller's transaction with its customer. 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. 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 31st. References to fiscal 2027, for example, are to the fiscal year ending January 31, 2027. 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, tariffs and other trade restrictions, geopolitical events and shifts, and changes in government administration policy positions. Fluctuations in foreign exchange rates and rising inflation have had, and may continue to have an adverse impact on our financial condition and operating results in future periods. The extent to which such disruptions will continue in future periods remains uncertain, which has had and may continue to have an adverse impact on our financial condition and operating results in future periods. We continue to be committed to our business, the strength of our platform, our ability to continue to execute on our strategy, and our efforts to support our customers. Near-term revenues are relatively predictable as a result of our subscription-based business model. However, if the macroeconomic uncertainty continues or further increases, we may continue to experience a negative impact on existing and potential customers that may reduce, suspend or delay technology spending, request to renegotiate contracts to obtain concessions such as, extended billing and payment terms; shorten the duration of contracts; or elect not to renew their subscriptions which could materially adversely impact our business, financial condition and results of operations in future periods. 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 February 10, 2026, we announced the commencement of an issuer self-tender offer (the "Tender Offer") to purchase for cash up to $180.0 million in value of shares of our common stock at a price of not less than $5.75 nor greater than $6.50 per share, to the seller in cash, less any applicable withholdings and without interest. The Tender Offer was originally scheduled to expire on March 12, 2026. On March 4, 2026, we decreased the maximum aggregate purchase price of shares to be repurchased in the Tender Offer to $140.0 million and extended the expiration date to March 18, 2026. On March 23, 2026, we completed the Tender Offer and repurchased 24,347,825 shares at a price of $5.75 per share for a total amount of $140.0 million, excluding excise tax, direct fees and expenses related to the Tender Offer. On March 6, 2026, we borrowed $50.0 million under the Delayed Draw Term Loan Facility pursuant to the May 2025 Credit Agreement and used the proceeds in connection with the Tender Offer. See Part II Item 1A “Risk Factors” for further discussion of the possible impact of the current macroeconomic conditions and recent developments on our business. 24 Key Metrics We monitor the following key operational and financial metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Annual Recurring Revenue ("ARR") ARR is defined as the annualized recurring amount of all contracts executed as of the last day of the reporting period. The recurring amount of a contract is determined based upon the terms of a contract and is calculated by dividing the amount of a contract by the term of the contract and then annualizing such amount. 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. We calculate usage by annualizing monthly amounts in excess of contractual minimum commitments in the current month. Contracts include portions of professional services contracts that are recurring in nature. ARR is independent of historical revenue, unearned revenue, remaining performance obligations or any other accounting principles generally accepted in the United States of America, ("GAAP"), financial measure over any period. It should be considered in addition to, not as a substitute for, nor superior to or in isolation from, these measures and other measures prepared in accordance with GAAP. We believe ARR-based metrics provide insight into the performance of our recurring revenue business model while mitigating fluctuations in billing and contract terms. The cohorts of customers that we present ARR for include customers with ARR of less than $50,000, customers with ARR of $50,000 or more, and total customers. The cohort designation is based on the designation as of the 12 months prior to the end of the current period and does not reflect changes in cohort designation that may occur through the current period. The following table provides our ARR for the periods presented: April 30, Variance (in thousands) 2026 2025 Dollars Percent Customers with less than $50,000 $ 37,690 $ 46,453 $ (8,763) (19 %) Customers with $50,000 or more 403,111 400,016 3,095 1 % Total ARR $ 440,801 $ 446,469 $ (5,668) (1 %) Dollar-Based Net Retention Rate We believe that our ability to retain our customers and expand the ARR they generate for us over time is an important component of our growth strategy and reflects the long term value of our customer relationships. We assess our performance in this area using a metric we refer to as our dollar-based net retention rate, which compares the ARR from a set of subscription customers across comparable periods. This metric is calculated first by determining the ARR generated 12 months prior to the end of the current period for a cohort of customers who had active contracts at that time. We then calculate ARR from the same cohort of customers at the end of the current period, which includes customer expansion, contraction and churn. The current period ARR is then divided by the prior period ARR to arrive at our dollar-based net retention rate. Any ARR obtained through merger and acquisition transactions does not affect the dollar-based net retention rate until one year from the date on which the transaction closed. The cohorts of customers that we present dollar-based net retention rate for include customers with ARR of less than $50,000, customers with ARR of $50,000 or more, and total customers. The cohort designation is based on the designation as of the 12 months prior to the end of the current period and does not reflect changes in cohort designation that may occur through the current period. 25 The following table provides our dollar-based net retention rate for the periods presented: April 30, 2026 2025 Customers with less than $50,000 86% 93% Customers with $50,000 or more 97% 96% Total Customers 95% 95% Dollar-Based Gross Retention Rate We also evaluate our ability to retain customers and the ARR they generate for us over time, excluding the impact of expansion. We assess our performance in this area using a metric we refer to as dollar-based gross retention rate. We believe this metric provides insight into the stability of our customer base and our ability to deliver sustained value to customers independent of growth through expansion. This metric is calculated by first determining the ARR generated 12 months prior to the end of the current period for a cohort of customers who had active contracts at that time. We then calculate ARR from the same cohort of customers at the end of the current period, which includes customer contraction and churn, and excludes customer expansion. The current period ARR is then divided by the prior period ARR to arrive at our dollar-based gross retention rate. The cohort of customers that we present dollar-based gross retention rate for include customers with ARR of less than $50,000, customers with ARR of $50,000 or more, and total customers. The cohort designation is based on the designation as of the 12 months prior to the end of the current period and does not reflect changes in cohort designation that may occur through the current period. The following table provides our dollar-based gross retention rate for the periods presented: April 30, 2026 2025 Customers with less than $50,000 71% 79% Customers with $50,000 or more 89% 88% Total Customers 88% 87% 26 Components of Results of Operations Revenue We derive our revenue primarily from subscription and associated support to our platform. 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 generally recognized ratably over the contract term beginning on the commencement date of each contract, which is the date our platform is made available to customers. At the beginning of each subscription term we invoice our customers, typically in annual installments, but also monthly, quarterly, and semi-annually. Amounts that have been invoiced for non-cancelable contracts are recorded in accounts receivable and unearned revenue. Unearned revenue is subsequently recognized as revenue when transfer of control to a customer has occurred. Cost of Revenue Cost of revenue consists primarily of employee-related costs, including personnel-related costs, which mainly consist of salaries and wages, and stock-based compensation expense. Cost of revenue also includes fees associated with our Publisher Network application provider arrangements, the nature of which may be unpaid, fixed, or variable, and are unpaid with many of our larger providers, as well as the costs associated with our data centers. 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 amortization expense, which includes amounts related to intangible assets arising from acquisitions, as well as lease expenses (net of sublease income), and asset impairments associated with our office spaces, which are allocated based on employee headcount. In addition, cost of revenue includes professional related costs and software expense, which relates to licenses, professional services, and other costs associated with software for use in the operations of our business, which is also allocated based on employee headcount. Operating Expenses Sales and marketing expenses. Sales and marketing 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 and costs of obtaining revenue contracts. Sales and marketing expenses also include lease expenses (net of sublease income), and asset impairments associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. 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. 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. Research and development expenses also include data centers costs associated with pre-production costs for testing and quality assurance, as well as lease expenses (net of sublease income), and asset impairments associated with our office spaces, and software expense, each of which are allocated based on employee headcount. General and administrative expenses. General and administrative expenses consist primarily of employee-related costs which are comprised of personnel-related costs and stock-based compensation expense for our finance and accounting, human resources, information technology and legal support departments. Personnel-related costs mainly consist of salaries and wages. General and administrative expenses also include lease expenses (net of sublease income), and asset impairments associated with our office spaces, as well as software expense, each of which are allocated based on employee headcount. In addition, general and administrative expenses include bad debt expense and other professional related costs which include acquisition-related costs, as well as fair value adjustments related to contingent consideration. 27 Results of Operations The following table sets forth selected condensed consolidated statement of operations data for each of the periods indicated: Three months ended April 30, (in thousands) 2026 2025 Revenue $ 107,917 $ 109,483 Cost of revenue(1) 29,195 27,105 Gross profit 78,722 82,378 Operating expenses: Sales and marketing(1) 29,397 36,209 Research and development(1) 21,480 21,896 General and administrative(1) 22,263 23,155 Total operating expenses 73,140 81,260 Income from operations 5,582 1,118 Interest income 743 632 Interest expense (3,102) (642) Other expense, net (165) (355) Income from operations before income taxes 3,058 753 (Provision for) benefit from income taxes (433) 17 Net income $ 2,625 $ 770 (1)See Note 10 "Stock-Based Compensation" to our condensed consolidated financial statements for amounts included. The following table sets forth selected condensed consolidated statements of operations data for each of the periods indicated as a percentage of total revenue: Three months ended April 30, 2026 2025 Revenue 100 % 100 % Cost of revenue 27 25 Gross profit 72.9 75.2 Operating expenses: Sales and marketing 27 33 Research and development 20 20 General and administrative 21 21 Total operating expenses 68 74 Income from operations 5 1 Interest income 1 1 Interest expense (3) (1) Other expense, net — — Income from operations before income taxes 3 1 (Provision for) benefit from income taxes (1) — Net income 2 % 1 % Note: Numbers rounded for presentation purposes and may not sum. 28 Three Months Ended April 30, 2026 Compared to Three Months Ended April 30, 2025 Revenue Three months ended April 30, Variance (in thousands) 2026 2025 Dollars Percent Revenue $ 107,917 $ 109,483 $ (1,566) (1 %) Cost of revenue 29,195 27,105 2,090 8 % Gross profit $ 78,722 $ 82,378 $ (3,656) (4 %) Gross margin 72.9 % 75.2 % Total revenue was $107.9 million for the three months ended April 30, 2026, compared to $109.5 million for the three months ended April 30, 2025, a decrease of $1.6 million or 1%. The decrease was primarily driven by customer attrition. For the three months ended April 30, 2026 and 2025, revenue recognized from subscription and associated support to our platform was 94%, while revenue recognized from professional services was 6%, compared to 93% and 7%, respectively. Revenue for the three months ended April 30, 2026, included a positive impact from foreign currency exchange rates of approximately $0.6 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. Dollars (“USD”) into USD at the average monthly exchange rates in effect during the comparative period, as opposed to the average monthly exchange rates in effect during the current period. Cost of Revenue and Gross Margin Cost of revenue was $29.2 million for the three months ended April 30, 2026, compared to $27.1 million for the three months ended April 30, 2025, an increase of $2.1 million or 8%. The increase was primarily driven by a $1.1 million increase in data center costs. In addition, asset impairment charges of $1.5 million were recognized during the three months ended April 30, 2026, primarily in connection with subleasing a floor of our corporate headquarters. Gross margin was 72.9% for the three months ended April 30, 2026, compared to 75.2% for the three months ended April 30, 2025 as reflected in the discussion above. Operating Expenses Three months ended April 30, Variance (in thousands) 2026 2025 Dollars Percent Sales and marketing $ 29,397 $ 36,209 $ (6,812) (19 %) Research and development $ 21,480 $ 21,896 $ (416) (2 %) General and administrative $ 22,263 $ 23,155 $ (892) (4 %) Sales and marketing expense was $29.4 million for the three months ended April 30, 2026, compared to $36.2 million for the three months ended April 30, 2025, a decrease of $6.8 million or 19%. The decrease was primarily driven by employee-related costs as personnel-related costs decreased $5.7 million and stock-based compensation expense decreased $0.8 million, reflecting lower headcount. This was offset by asset impairment charges of $1.1 million recognized during the three months ended April 30, 2026, primarily in connection with subleasing a floor of our corporate headquarters. Research and development expense was $21.5 million for the three months ended April 30, 2026, compared to $21.9 million for the three months ended April 30, 2025, a decrease of $0.4 million or 2%. The decrease was primarily driven by a $0.8 million decrease in personnel-related costs, reflecting lower headcount, as well as a $0.5 million decrease in lease expense largely due to subleasing activity. This was offset by asset impairment charges of $1.0 million recognized during the three months ended April 30, 2026, primarily in connection with subleasing a floor of our corporate headquarters. General and administrative expense was $22.3 million for the three months ended April 30, 2026, compared to $23.2 million for the three months ended April 30, 2025, a decrease of $0.9 million or 4%. The decrease was primarily driven by changes in the fair value of contingent consideration of $1.6 million. See Note 6 "Fair Value of Financial Instruments" to our condensed consolidated financial statements for additional information on contingent consideration. In addition, stock-based compensation expense decreased $1.9 million mainly due to the timing of awards vesting and professional related costs decreased $0.9 million inclusive of acquisition-related costs related to Places Scout included in our results for the three months ended April 30, 2025. This was offset by an increase in personnel-related costs of $2.1 million, reflecting higher headcount, and asset impairment charges of $1.1 million recognized during the three months ended April 30, 2026, primarily in connection with subleasing a floor of our corporate headquarters. See Note 13" Income Taxes" to our condensed consolidated financial statements for additional information on our provision for income taxes. Net Income Net income was $2.6 million and $0.8 million for the three months ended April 30, 2026 and 2025, respectively. 29 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. 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, asset impairments, strategic transaction costs, and payroll tax contingencies, as well as the related income tax effect of these adjustments. Acquisition-related costs include transaction and related costs, subsequent fair value movements in contingent consideration, and compensation arrangements. Asset impairments include charges associated with subleasing floors of our corporate offices and capitalized implementation costs of cloud computing arrangements. Strategic transaction costs relate to third-party costs incurred in connection with Michael Walrath’s, Yext’s Chief Executive Officer and Chairman on the Board of Directors, non-binding proposal to acquire all outstanding shares. Payroll tax contingencies are related to a state payroll withholding tax audit that are not expected to recur. 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. 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, amortization of acquired intangibles, asset impairments, strategic transaction costs, and payroll tax contingencies, which may vary for reasons unrelated to overall operating performance. We utilize a projected tax rate of 25.5% in our computation of the non-GAAP income tax provision for fiscal 2027. Our estimated tax rate on non-GAAP income is determined annually and may be adjusted during the year to take into account events or trends that we believe materially impact the estimated annual rate including, but not limited to, significant changes resulting from tax legislation, material changes in the geographic mix of revenue and expenses and other significant events. Our estimated tax rate on non-GAAP income may differ from our GAAP tax rate and from our actual tax liabilities. We use non-GAAP net income (loss) in conjunction with traditional GAAP net income (loss) as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, and to evaluate the effectiveness of our business strategies. Adjusted EBITDA is a non-GAAP financial measure that we believe offers a useful view of overall operations used to assess the performance of core business operations and for planning purposes. 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, (6) acquisition-related costs, (7) asset impairments, (8) strategic transaction costs and (9) payroll tax contingencies. The most directly comparable GAAP financial measure to Adjusted EBITDA is GAAP net income (loss). 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. 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. Thus, our non-GAAP financial measures should be considered in addition to, not as a substitute for, nor superior to or in isolation from, measures prepared in accordance with GAAP. Our non-GAAP financial measures may be limited in their usefulness because they do not present the full economic effect of the aforementioned items. We compensate for these limitations by providing a reconciliation of our non-GAAP financial measures to the most closely related GAAP financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view non-GAAP net income (loss) and Adjusted EBITDA in conjunction with GAAP net income (loss). Recent Changes in Non-GAAP Metrics Beginning with the three months ended April 30, 2026, we revised our definition of Non-GAAP net income (loss) and Adjusted EBITDA to include asset impairment charges associated with capitalized implementation costs of cloud computing arrangements. We believe this change provides investors with a view of continuing core operations without the effects of this item, which may vary for reasons unrelated to overall operating performance. We have recast our results on the same basis for the prior comparative periods presented, although the effects in those periods remain unchanged. 30 The following table reconciles our GAAP net income to non-GAAP net income: Three months ended April 30, (in thousands) 2026 2025 GAAP net income $ 2,625 $ 770 Plus: Stock-based compensation expense 10,034 12,659 Plus: Acquisition-related costs 419 4,048 Plus: Amortization of acquired intangibles 4,033 4,141 Less: Tax adjustment (5,237) (5,093) Plus: Asset impairments 4,689 — Plus: Strategic transaction costs 101 — Less: Payroll tax contingencies (98) — Non-GAAP net income $ 16,566 $ 16,525 The following table reconciles our GAAP net income to Adjusted EBITDA: Three months ended April 30, (in thousands) 2026 2025 GAAP net income $ 2,625 $ 770 Interest expense, net 2,359 10 Provision for (benefit from) income taxes 433 (17) Depreciation and amortization 6,211 6,855 Other expense, net 165 355 Stock-based compensation expense 10,034 12,659 Acquisition-related costs 419 4,048 Asset impairments 4,689 — Strategic transaction costs 101 — Payroll tax contingencies (98) — Adjusted EBITDA $ 26,938 $ 24,680 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 believe providing revenue on a constant currency basis helps our investors to better understand our underlying performance, given the current macroeconomic environment. We calculate constant currency by using the current period results for entities reporting in currencies other than USD, which are then converted into USD at the average monthly exchange rates in effect during the comparative period, as opposed to the average monthly exchange rates in effect during the current period. Our definition may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Thus, our revenue on a constant currency basis should be considered in addition to, not as a substitute for, nor superior to or in isolation from, measures prepared in accordance with GAAP. We provide a reconciliation of revenue on a constant currency basis to the most closely related GAAP financial measure. We encourage investors and others to review our financial information in its entirety and to view revenue on a constant currency basis in conjunction with revenue on a GAAP basis. The following table provides a reconciliation of revenue on a GAAP basis to revenue on a constant currency basis: Three months ended April 30, (in thousands) 2026 2025 Growth Rates Revenue (GAAP) $ 107,917 $ 109,483 (1 %) Effects of foreign currency rate fluctuations (631) Revenue on a constant currency basis (Non-GAAP) $ 107,286 (2 %) 31 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. Free cash flow margin is calculated as free cash flow divided by total revenue. We believe this is meaningful to investors because it is a measure of liquidity that provides useful information in understanding and evaluating the strength of our liquidity and future ability to generate cash that can be used for strategic opportunities or investing in our business. The following table provides a reconciliation of GAAP cash flow provided by operating activities to free cash flow: Three months ended April 30, (in thousands) 2026 2025 Net cash provided by operating activities $ 37,430 $ 37,725 Less: Capital expenditures inclusive of capitalized software development costs (429) (562) Free cash flow $ 37,001 $ 37,163 Operating cash flow margin 35 % 34 % Free cash flow margin 34 % 34 % 32 Liquidity and Capital Resources As of April 30, 2026, our principal sources of liquidity were cash and cash equivalents of $91.9 million. We believe our existing cash and cash equivalents, will be sufficient to meet our projected operating requirements for at least the next 12 months. 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". 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. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected. Credit Arrangements BlackRock On May 15, 2025, we entered into the May 2025 Credit Agreement which provides for (i) a senior secured initial term loan facility (the “Initial Term Loan Facility”) in an aggregate principal amount of up to $100.0 million, (ii) a secured delayed draw term loan facility in an aggregate principal amount of up to $50.0 million (the “Delayed Draw Term Loan Facility”), and (iii) an uncommitted secured discretionary delayed draw term loan facility in an aggregate principal amount of up to $50.0 million (the “Discretionary Delayed Draw Term Loan Facility”, and together with the Initial Term Loan Facility and the Delayed Draw Term Loan Facility, the “Term Loan Facilities” and borrowings under the Term Loan Facilities, the "Term Loans"). The Term Loan Facilities mature on May 15, 2030. We borrowed $100.0 million under the Initial Term Loan Facility on May 15, 2025 and borrowed $50.0 million under the Delayed Draw Term Loan Facility on March 6, 2026. The proceeds of the term loans made under the Initial Term Loan Facility were used to pay fees related to our previous credit facility with Silicon Valley Bank that was terminated on May 15, 2025, and expenses associated with Term Loan Facilities, with the remainder available for general corporate purposes. The proceeds of the term loans made under the Delayed Draw Term Loan Facility were used in connection with our Tender Offer. The Term Loan Facilities bear interest, at our option, at an annual rate based on an adjusted term SOFR rate or a base rate. Term Loans based on the adjusted term SOFR rate shall bear interest at a per annum rate equal to term SOFR (subject to a 1.00% floor) plus 5.25%. Term Loans based on the base rate shall bear interest at a per annum rate equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds effective rate then in effect, plus 0.50% per annum, (iii) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00% per annum, and (iv) 2.00%, in each case, plus a margin of 4.25%. Interest is due and payable in quarterly arrears, in the case of Term Loans bearing interest at the base rate, and at the end of an interest period (or quarterly, in the case of any interest period longer than 3 months), in the case of Term Loans bearing interest at the adjusted term SOFR rate. As of April 30, 2026, interest on the Term Loan Facilities was based on an adjusted term SOFR rate. The obligations under the May 2025 Credit Agreement are guaranteed by certain subsidiaries and secured by a lien on substantially all of our property and certain subsidiary guarantors. The May 2025 Credit Agreement contains customary affirmative and negative covenants and restrictions that, among other things, restrict our and our subsidiaries' ability to repurchase stock, incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate. The May 2025 Credit Agreement also contains financial covenants that require us to maintain minimum qualified cash of at least $35.0 million at all times and minimum consolidated EBITDA for relevant test periods, tested on a quarterly basis. The May 2025 Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. Non-compliance with one or more of the covenants and restrictions or the occurrence of an event of default could result in the full or partial principal balance of the May 2025 Credit Agreement becoming immediately due and payable and termination of the commitments. The Term Loans are subject to certain mandatory prepayment events, including an excess cash flow sweep of up to 30% for excess cash flow periods in which our annualized recurring revenue is less than $350.0 million. In connection with the May 2025 Credit Agreement, we incurred original issue discount costs of $1.5 million and debt issuance costs of $0.8 million. These costs will be amortized to interest expense over the term of the Term Loan Facilities using the effective interest method. As of April 30, 2026, we were in compliance with all debt covenants. 33 Tender Offer On February 10, 2026, we announced the commencement of the Tender Offer to purchase for cash up to $180.0 million in value of shares of our common stock at a price of not less than $5.75 nor greater than $6.50 per share, to the seller in cash, less any applicable withholdings and without interest, upon the terms and subject to the conditions described in the offer to purchase and the related letter of transmittal, as each may be amended time to time. The Tender Offer was originally scheduled to expire on March 12, 2026. On March 4, 2026, we decreased the maximum aggregate purchase price of shares to be repurchased in the Tender Offer to $140.0 million and extended the expiration date to March 18, 2026. On March 23, 2026, we completed the Tender Offer and repurchased 24,347,825 shares at a price of $5.75 per share for a total amount of $140.0 million, excluding excise tax, direct fees and expenses related to the Tender Offer. Share Repurchase Program In March 2022, our Board of Directors authorized a $100.0 million share repurchase program of our common stock which was increased by an additional $50.0 million in September 2023 and an additional $50.0 million in March 2025. During the three months ended April 30, 2026, no repurchases were made under the share repurchase program. As of April 30, 2026, approximately $14.9 million remains available for future purchases, exclusive of commissions paid on the repurchase of shares. In May 2026, our Board of Directors authorized an additional $100.0 million to our share repurchase program. Cash Flows The following table summarizes our cash flows: Three months ended April 30, (in thousands) 2026 2025 Net cash provided by operating activities $ 37,430 $ 37,725 Net cash used in investing activities $ (429) $ (19,363) Net cash used in financing activities $ (100,071) $ (29,023) Operating Activities Net cash provided by operating activities of $37.4 million for the three months ended April 30, 2026 reflected our net income of $2.6 million, adjusted by non-cash charges including stock-based compensation expense of $10.0 million, depreciation and amortization expense of $6.2 million, as well as amortization of operating lease right-of-use assets of $2.3 million and asset impairment charges of $4.7 million. In addition, there were positive adjustments resulting from changes in accounts receivable of $49.4 million, mainly due to the timing of billing and cash collections during the period, and costs to obtain revenue contracts of $2.9 million. These increases were offset by changes in unearned revenue of $15.8 million, accounts payable, accrued expense and other current liabilities of $14.7 million, prepaid expenses and other current assets of $6.3 million, operating lease liabilities of $3.7 million and other long term assets of $0.9 million. Net cash provided by operating activities of $37.7 million for the three months ended April 30, 2025 reflected our net income of $0.8 million, adjusted by non-cash charges including stock-based compensation expense of $12.7 million, depreciation and amortization expense of $6.9 million, including $4.1 million related to the amortization of acquired intangibles, as well as $2.3 million related to the amortization of operating lease right-of-use assets and $1.8 million related to adjustments in contingent consideration. In addition, there were positive adjustments resulting from changes in accounts receivable of $43.1 million, mainly due to the timing of billing and cash collections during the period, as well as changes in other long term assets of $5.9 million, costs to obtain revenue contracts of $3.2 million and $0.8 million in accounts payable, accrued expenses and other current liabilities. These increases were offset by changes in unearned revenue of $21.7 million, other long term liabilities of $10.3 million, prepaid expenses and other current assets of $5.0 million and operating lease liabilities of $3.5 million. Investing Activities Net cash used in investing activities of $0.4 million for the three months ended April 30, 2026 reflected capital expenditures. Net cash used in investing activities of $19.4 million for the three months ended April 30, 2025 reflected cash outflows of $18.8 million related to cash paid, net of cash acquired, in the acquisition of Places Scout, as well as capital expenditures of $0.6 million. Financing Activities Net cash used in financing activities of $100.1 million for the three months ended April 30, 2026 reflected cash outflows of $142.0 million associated with our Tender Offer, $5.0 million associated with payments for taxes related to the net share settlement of stock-based compensation awards, and deferred acquisition payments of $2.9 million made in connection with the Hearsay and Places Scout acquisitions. This was offset by proceeds from debt issuance of $49.5 million related to the May 2025 Credit Agreement. 34 Net cash used in financing activities of $29.0 million for the three months ended April 30, 2025 was primarily related to cash outflows of $27.6 million associated with repurchases of common stock as part of our share repurchase program, as well as $2.1 million associated with payments for taxes related to the net share settlement of stock-based compensation awards. Contractual Obligations See Note 14 "Commitments and Contingencies" to our condensed consolidated financial statements for additional information on contractual obligations. 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 accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Except as described in Note 2 "Summary of Significant Accounting Policies- Recent Accounting Pronouncements", to our condensed consolidated financial statements, there have been no material changes to our critical accounting policies and estimates as compared to those disclosed in our Annual Report on Form 10-K. Recent Accounting Pronouncements See Note 2 "Summary of Significant Accounting Policies- Recent Accounting Pronouncements" to our condensed consolidated financial statements for additional information about adopted and pending recent accounting pronouncements. 35