INTA 10-K & 10-Q changes, risk factors and insider trading

•If our solutions or third-party cloud providers or sub-processors experience data security breachesbreaches, and there is loss, theft, misuse, unauthorized disclosure or unauthorized access to our clients’ data, we may lose current or future clients, our reputation and business may be harmed, and we may be subject to governmental inquiries or investigations and a risk of loss or liability.

•Most of our revenues are generated by sales to clients in the accounting, consulting, investment banking, legal, private capital and real assets industries, and factors, including downturns in U.S. and global markets and economic conditions, that adversely affect these industries could also adversely affect our business.

•We are continuing to expand our SaaS solutions to incorporate recent innovations in AI and these initiatives may not be successful, which may adversely affect our business, results of operations and financial condition, and may also result in reputational harm and liability.

•If the market for SaaS solutions, including those with agentic AI and generative AI capabilities, for accounting, consulting, investment banking, legal, private capital and real assets industries develops slower than we expect or declines, it could have a material adverse effect on our business, financial condition and results of operations.

•We may continue to expand through acquisitions or partnerships with other companies, which may divert our management’s attention and result in unexpected operating and technology integration difficulties, increased costs, and dilution to our stockholders.

•If we fail to effectively manage our growth, our business and results of operations could be harmed.

•Our solutions address functions within the heavily regulated accounting, consulting, investment banking, legal, private capital and real assets industries, and our clients’ failure to comply with applicable laws and regulations could subject us to litigation.

•Our solutions or pricing models may not accurately reflect the optimal pricing necessary to attract new clients and retain existing clients as the market matures.

•Our loan and security agreement provides our lender with a first-priority lien against substantially all of our assets and contains restrictive covenants which could limit our operational flexibility and otherwise adversely affect our financial condition.

•Our ability to sell and renew our solutions is dependent in part on the quality of our implementation services and technical support services and the implementation services provided by our partners, and our failure to offer high-quality implementation services or technical support services or our partners’ failure to offeringoffer high-quality implementation services could damage our reputation and adversely affect our ability to sell our solutions to new clients and renew agreements with our existing clients.

•Real or perceived errors or failures in our solutions may affect our reputation, cause us to lose clients and reduce sales which may harm our business and results of operations.

•Changes in laws, regulations, or guidance issued by supervisory authorities relating to privacy or the protection or transfer of personal data,data or AI, or any actual or perceived failure by us to comply with such laws, regulations, or guidance, could adversely affect our business and could subject us to liability, fines and reputational harm.

•Assertions against us, by third parties alleging infringement or other violation of their intellectual property rights, could result in significant costs and substantially harm our business and results of operations.

•Failure to protect our intellectual property could substantially harm our business and results of operations.

•We and our clients rely on technology and intellectual property of third parties, and any errors or defects in, or any unavailability of, such technology and intellectual property could limit the functionality of our solutions and disrupt our business.

•We agree to indemnify clients and other third parties, which exposes us to substantial potential liability.

•If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

•Our international sales and operations subject us to additional risks that can adversely affect our business, results of operations and financial condition.

•If the ownership of our common stock continues to be highly concentrated, it may prevent other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

•The market price and trading volume of our common stock has been and may continue to be volatile, which could result in rapid and substantial losses for our stockholders.

•Future offerings of debt or equity securities by us may materially adversely affect the market price of our common stock.

•The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

•We cannot guarantee that our stock repurchase program will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of the trading price of our common stock.

•We may be adversely affected by natural disasters, pandemics or other public health emergencies, other catastrophic events and terrorism that could disrupt and harm our business, results of operations, and financial condition.

Our business involves the processing, storing and transmission of increasingly large amounts of confidential and sensitive information that our clients and potential clients in the accounting, consulting, investment banking, legal, private capital and real assets industries maintain and access. We and our third-party cloud providers and sub-processors face a variety of evolving threats that could cause data security breaches, including cyberattacks.cyberattacks, which may be heightened by the proliferation of artificial intelligence. Also, companies that provide software solutions to clients in the legal and investment banking industries, like us, may face heightened cybersecurity risks.

While we have developed and implemented measures designed to protect client information and prevent security breaches and our cloud services comply with numerous internationally recognized standards, such as ISO 27001, ISO 27017, ISO 27108, SOC 2 and CSA STAR,standards if our security measures are breached or unauthorized access to client data is otherwise obtained, our solutions may be perceived as not being secure; clients, especially those in the accounting, consulting, investment banking, legal, private capital and real assets industries, may reduce the use of or stop using our solutions, and we may incur significant liabilities.

Our solutions involve the storage and transmission of data, in some cases to third-party cloud providers, which may include personal data, and security breaches, including at third-party cloud providers, could result in the loss, theft, misuse, unauthorized disclosure of and unauthorized access to this information, which in turn could result in governmental inquiries or investigations, litigation, breach of contract claims, indemnity obligations, reputational damage and other liability for our company. Despite the measures that we have or may take, our infrastructure will be potentially vulnerable to physical or electronic break-ins, ransomware attacks, computer virusesviruses, malicious code embedded in or other compromise of open source software (“OSS”) utilized by us or our clients, insider threats (including due to personnel misconduct, error or malicious activity) or similar problems, and in the case of third-party cloud providers,providers or OSS distributors, may be outside of our control. As AI technologies, including generative AI models and new frontier model large language models, continue to develop rapidlyrapidly, bad actors have been using and may continue to use these technologies to improve their identification of vulnerabilities and create new sophisticated attack methods that are increasingly automated, targeted and coordinated and more difficult to defend against. If a person circumvents our security measures, that person could misappropriate proprietary information or disrupt or damage our operations.

As our business grows, the number of individuals using our products, as well as the amount of information we collect and store, is increasing, and our brands are becoming more widely recognized, which makes us a greater target for malicious activity. Risk of cyberattacks including ransomware, continues to grow as cybersecurity threats become more sophisticated and complex and geopolitical tensions or conflicts, may create a heightened risk of cyberattacks. Like most companies that provide cloud-based software solutions, we are, in the normal course of business, the target of malicious cyberattack attempts. We have acquired and continue to acquire companies whose systems may contain cybersecurity vulnerabilities and/or unsophisticated security measures, which may expose us to cybersecurity, operational and financial risk. Although, to date, such identified attempts have not resulted in security events that are material to us, including to our reputation or business operations, or had a material financial impact, there can be no assurance that future cyberattacks will not be material. Security breaches that result in access to confidential information could damage our reputation and subject us to a risk of loss or liability. We may be required to make significant expenditures to remediate security breaches or significant additional expenditures to protect against security breaches. Additionally, if we are unable to adequately address our clients’ concerns about security, we may have difficulty selling our solutions.

Although we have developed systems and processes that are designed to protect client information and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security. In addition, we may have to introduce such protective systems and processes to acquired companies, who may not correctly implement them at first or at all. Any or all of these issues could negatively impact our ability to attract new clients or to increase engagement by existing clients, could cause existing clients to elect not to renew their subscription arrangements or term licenses, could result in operational disruptions or could subject us to third-party lawsuits, regulatory fines or other action or liability, thereby adversely affecting our results of operations.

We have been growing rapidly over the last several years, and as a result, our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. Our recent and historical growth should not be considered indicative of our future performance. In future periods, our revenues and related financial metrics could grow more slowly than in recent periods or decline for a number of reasons, including any reduction in demand for Intappour Intelligent Cloud,solutions, increase in competition, limited ability to, or our decision not to, increase pricing, or our failure to capitalize on growth opportunities or if any of the other risks described herein were to materialize. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies in new and rapidly changing markets. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our growth rates may slow and our business would suffer.

In fiscal years 2025,2026, 20242025 and 2023,2024, we incurred net losses. We must generate and sustain higher revenue levels in future periods to become profitable, and even if we do, we may not be able to maintain or increase our profitability. We expect to continue to incur losses for the foreseeablenear futureterm as we intend to continue to invest in product development, sales and marketing programs and acquisitions to support further growth. We expect to also incur increased general and administrative expenses associated with our growth, including costs related to internal systems and operating as a public company.

Our software solutions are provided on a subscription basis, with subscription terms typically varying from one to three years. Although most of our client subscriptions automatically renew at the end of their terms, our clients do have the opportunity to cancel their subscriptions prior to such renewals. Clients may elect to renew their subscriptions on a shorter subscription length or may elect not to renew their subscriptions on conclusion of the terms on relatively short notice. The loss of business from clients, including from cancellations, could seriously harm our business, results of operations and financial condition. Historical data with respect to rates of client renewals, upgrades and expansions of our solutions, may not accurately predict future trends in client renewals, upgrades and expansions of our solutions. Our clients’ renewal, upgrade and expansion rates may fluctuate or decline because of several factors, including their satisfaction or dissatisfaction with our solutions and implementation services, the prices of the solutions and the quality of the implementation services offered by our competitors or reductions in our clients’ spending levels due to the macroeconomic environment or other factors. If our clients do not renew their subscriptions for our solutions or renew on less favorable terms, or otherwise do not upgrade or expand their use of our solutions, our revenues may decline or grow more slowly than expected and our profitability will be harmed.

Because we recognize subscription revenues from our SaaS solutionsratably over the term of the agreements for our subscriptions,agreements, a significant downturn in our business may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance.

We generally recognize subscription revenues from our SaaS solutions ratably over the duration of the contract,contract for our SaaS solutions, which typically range from one to three years. As a result, a substantial majority of our quarterly revenues from our SaaS solutions are generated from contracts entered into during prior periods. Consequently, a decline in new contracts in any quarter may not affect our results of operations in that quarter,quarter but could reduce our revenues from our SaaSsubscription solutions in future quarters. Additionally, the timing of renewals or non-renewals of a contract during any quarter may only affect our financial performance in future quarters. For example, the non-renewal of a contract late in a quarter will have minimal impact on revenues from our SaaSsubscription solutions for that quarter but will reduce such revenues in future quarters. Accordingly, the effect of significant declines in sales of our solutions may not be reflected in our short-term results of operations, which would make these reported results less indicative of our future financial results. By contrast, a non-renewal occurring early in a quarter may have a significant negative impact on revenues from our SaaSsubscription solutions for that quarter and we may not be able to offset a decline in such revenues with revenues from new contracts entered into in the same quarter. In addition, we may be unable to adjust our costs in response to reduced revenues from our SaaSsubscription solutions. These factors may cause significant fluctuations in our results of operations and cash flows, may make it challenging for an investor to predict our performance and may prevent us from meeting or exceeding the expectations of research analysts or investors, which in turn may cause our stock price to decline.

Our ability to attract new clients and increase revenues from our existing clients depends, in part, on our continued ability to enhance the functionality of theour existing solutions on the Intapp Intelligent Cloud by developing, introducing, and marketing new and enhanced versions of our solutions that address the evolving needs of our clients and changing industry standards. Because some of our solutions are complex and require rigorous testing, development cycles can be lengthy and can require months or even years of development, depending upon the solution and other factors. As we expand internationally, our products and services must be modified and adapted to comply with regulations and other requirements of the countries in which our clients do business.

Additionally, market conditions, including heightened pressure on clients from end users relating to mobile computing devices and speed of delivery, may dictate that we change the technology platform underlying our existing solutions or that new solutions be developed on different technology platforms, potentially adding significant time and expense to our development cycles. The nature of these development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we generate revenues, if any, from such expenses.

Our ability to increase revenues will depend, in large part, on our ability to further penetrate our existing markets and to attract new clients, as well as our ability to generate subscription renewals from existing clients and to increase sales from existing clients who do not utilize theall fullof Intappour Intelligent Cloud.solutions. The success of any enhancement or new solution or service depends on several factors, including the timely completion, introduction and market acceptance of enhanced or new solutions, adaptation to new industry standards that our solutions address and technological changes, the ability to maintain and to develop relationships with third parties and the ability to attract, retain and effectively train sales, services, support and marketing personnel. Any new solutions we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve the market acceptance necessary to generate significant revenues. Any new industry standards or practices that emerge, or any introduction by competitors of new solutions embodying new services or technologies, may cause our solutions to become obsolete. Any new markets in which we attempt to sell our solutions, including new countries or regions, may not be receptive or sales cycles may be delayed due to pandemics or other public health emergencies, political instabilities and the global economic downturn. Additionally, any expansion into new markets will require commensurate ongoing expansion of our monitoring of local laws and regulations, which increases our costs. Our ability to further penetrate our existing markets depends on the quality of our solutions and our ability to design our solutions to meet changing consumer demands and industry standards, as well as our ability to assure that our clients will be satisfied with our existing and new solutions. If we are unable to sell our solutions into new markets or to further penetrate existing markets, or to increase sales from existing clients by selling them additional software and services, our revenues will not grow as expected, which would have a material adverse effect on our business, financial condition, and results of operations.

The markets for our solutions and services are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, we expect competition to intensify. Our current competitors include large solution providers that focus on one or more point solutions, legacy systems, and manual processes or internally built technology solutions developed by or for our clients, new or emerging entrants seeking to develop competing technologies, including those with AI and generative and agentic AI capabilities, and well-established horizontal solution providers that provide broad solutions across multiple industries. Specifically, we compete from time to time with large software companies such as SAP and Salesforce.large companies with AI solutions. The competitors we face in any sale may change depending on, among other things, the line of business, functional or regional group or department purchasing the solution, the solution being sold, the geography in which we are operating and the size of the client to which we are selling.

During fiscal year 2025,2026, we generated total revenues of $504.1$577.8 million with a gross margin of 74%.76%. Our operating cash flow was $123.5$146.8 million and we completedrepurchased theapproximately acquisition8.4 million shares of TermSheet,our LLC.common stock for $275.2 million, including broker fees. Total cash and cash equivalents as of June 30, 20252026 waswere $313.1$162.8 million. Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $719.7$833.0 million as of June 30, 2025.2026. Additionally, during fiscal year 2026, we continued to invest in our research and development and sales and marketing efforts, reflecting our focus on delivering AI capabilities, including the introduction of Intapp Celeste, our agentic AI coworker.

We generate revenues primarily from softwarethe sale of subscriptions, typically with one-year or multi-year contract terms. We sell our softwaresubscriptions through a direct sales model, which targets clients based on end market, geography, firm size, and business need. We recognize revenues from SaaScloud and support revenuesubscriptions ratably over the contract term. We recognize license revenues related to subscription fees upfront and license revenues related to support ratably over the term of the support contract. We generally price our subscriptions based on the number of users adopting our solution and the modules deployed.

We expect the vast majority of our new ARR (as defined below) growth in the future to be from the sale of SaaScloud subscriptions.

We generate service revenues primarily from professional services. Our clients utilize these services to configure and implement one or more modules of theour Intappindustry Intelligentproducts Cloud,and solutions, integrate those modulesindustry products and solutions with the existing platform and with other core systems in their IT environment, upgrade their existing deployment, and provide training for their employees. Other professional services include strategic consulting and advisory work, which are generally provided on a standalone basis.

Market Adoption of our Cloud Platform. Our future growth depends on our ability to win new accounting, consulting, investment banking, legal, private capital and real assets clients and expand within our existing client base, primarily through the continued acceptance of our cloud business. Our cloud business has historically grown faster than our overall business and represents an increasing proportion of our annual recurring revenues. We must demonstrate to new and existing clients the benefits of selecting our cloud platform, and support those deployments once live with reliable and secure service. From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the rate at which professional firms accept AI-performed work as a substitute for human labor, regulatory and professional liability frameworks that govern AI use in legal, accounting, and advisory contexts, the competitive landscape for AI platforms in professional services, the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within accounting,the consulting, investment banking, legal, private capital and real assetsprofessional firms to embrace theour Intappvertical Intelligent Cloudsolutions over point solutions, internally developed solutions, and horizontal solutions. If our clients do not continue to see the ability of our platform to generate return on investment relative to other software alternatives, net revenue retention could suffer and our operating results may be adversely affected.

Continued Investment in Innovation and Growth. We have made substantial investments in research and development and sales and marketing to achieve a leadership position in our market and grow our revenues and client base. We intend to continue to invest in research and development to build new capabilities and maintain the core technology underpinning our differentiated platform. In addition, we expect to invest in sales and marketing to broaden our reach with new clients in the U.S. and abroadabroad, and to deepen our penetration with existing clients. With our revenue growth objectives, we expect to continue to make such investments for the foreseeable future. We intend to continue to gradually increase our general and administrative spending to support our growing operational needs.

We have a track record of successfully identifying, acquiringacquiring, and integrating complementary businesses within the accounting, consulting, investment banking, legal, private capital and real assets industries. To complement our organic investment in innovation and accelerate our growth, we will continue to evaluate acquisition opportunities that help us extend our platform, broaden and deepen our market leadership, and add new clients.

We review a number of operating and financial metrics, including the following key metricsmetrics, to help us evaluate our business, measure our performance and the effectiveness of our sales and marketing efforts, identify trends affecting our business, formulate business plans and budgets, and make strategic decisions.

Our client base includes some of the largest and most reputable accounting, consulting, investment banking, legal, private capital and real assets firms globally. These clients have the financial and operating resources needed to purchase, deploy, and successfully use the full capabilities of our software platform, and as such, we believe our ability to increase the number of enterprise clients on our platform is a key indicator of the growth of our business and our future business opportunities. We define an enterprise client at the end of any reporting period as an entity with at least one active subscription as of the measurement date with contracts greater than $50,000 of ARR. We believe the number of our enterprise clients with contracts greater than $50,000 of ARR and the number of our enterprise clients with contracts greater than $100,000 of ARR is anare important metricmetrics for highlighting our progress on the path to full adoption of our platform by our accounting, consulting, investment banking, legal, private capital and real assets clients. As of June 30, 20252026 and 2024,2025, we had 795more than 1,400 and 6981,275 enterprise clients, respectively, with contracts greater than $50,000 of ARR, representing a 10% increase. As of June 30, 2026 and 2025, we had 897 and 795 enterprise clients, respectively, with contracts greater than $100,000 of ARR, representing a 13% increase. As of whichJune 30, 2026 and 2025, we had 142 and 109 and 73enterprise clients, respectively, hadwith contracts greater than $1.0 million of ARR.ARR, representing a 30% increase. No single client represented more than 10% of total revenues for fiscal years 2026, 2025, and 2024, respectively.

With our scalable, modular cloud-based platform, we believe we are well positioned to continue our growth. Our most significant opportunity lies with the largest firms, where we see substantial expansion potential as firms continue to consolidate. We pursue growth in the number of clients,enterprise clients greater than $50,000 and $100,000 of ARR, but our biggest drivers are the assets under management and revenue growth of our clients as well as growth in the total number of professionals they employ.

License revenues include subscription fees from providing clients with the right to functional intellectual property where clients can benefit from the subscription licenses on their own and support services related to the licenses, which entitles clients to receive technical support and software updates, on a when and if available basis. We recognize license revenues related to subscription fees at a point in time when control of our term software application is transferred to the client, which generally occurs at the time of delivery or upon commencement of the renewal term. License fees are generally payable in advance on an annual basis over the term of the license arrangement, which is typically non-cancelable. We recognize license revenues related to support ratably over the term of the support contract which corresponds to the underlying license agreement. We expect to continue to generate a relatively consistent stream of license revenues from our existing license clients. From time to time, there may be cumulative catch ups in revenue as a result of compliance uplift contracts. However, over time as we focus on new sales of our SaaS solutions and encourage existing license clients to migrate to SaaS solutions, we expect revenues from license to decrease as a percentage of total revenues.

Our cost of SaaS revenues comprises the direct costs to deliver and support our SaaS solutions and premium support services related to SaaS, including personnel costs, allocated overhead costs, third-party hosting fees related to cloud infrastructure, amortization of capitalized internal-use software costs, amortization of acquired intangible assets, and depreciation of fixed assets. We expect the cost of SaaS revenues to increase in absolute dollars as we continue to increase usage of third-party hosting and AI product costs to support our growing client base.

Our sales and marketing expenses consist primarily of costs incurred for personnel costs for our sales and marketing employees as well as sales commissions and benefits, costs of marketing events and online advertising, allocated overhead costs, and travel and entertainment expenses. We capitalize client acquisition costs (principally commissions paid to sales personnel) and subsequently amortize these costs over the expected period of benefits. In the medium term, we expect to see an increase in sales and marketing expenses as we continue to expand our direct sales force to take advantage of opportunities for growth and increase in in-person meetings, conferences, and attendance at trade shows.shows, as we accelerate delivery of AI-powered solutions, including Intapp Celeste. Over the longer term, we expect sales and marketing expenses to decrease as a percentage of revenue.

Our general and administrative expenses consist primarily of personnel costs as well as professional services and facilities costs related to our executive, finance, human resources, information technology and legal functions. As a public company, we expect to continue to incur significant accounting and legal costs related to compliance with rules and regulations enacted by the SEC, including the costs of maintaining compliance with the Sarbanes-Oxley Act, as well as insurance, investor relations and other costs associated with being a public company. In the medium term, we expect general and administrative expenses may decrease as a percentage of revenues as we continue to invest in various process efficiency initiatives.

Interest and Other Income (Expense),Income, Net

Interest and other income (expense),income, net consists primarily of interest income from our cash and cash equivalents, gains and losses from foreign currency transactions and remeasurement, and non-cash interest expense related to the amortization of deferred financing costs.

Income Tax (Expense) Benefit

Our income tax (expense) benefit consists of an estimate of federal, statestate, and foreign income taxes based on enacted federal, statestate, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilitiesliabilities, and changes in tax laws. We maintain a full valuation allowance on our federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

The following tables set forth our results of operations for the periods presented, expressed in total U.S. dollar terms and as a percentage of our total revenues (percentages may not add up due to rounding):

License revenues remaineddecreased relativelyby flat$16.7 inmillion, or 14%, for fiscal year 20252026 compared to fiscal year 2024.2025, due to clients migrating to our SaaS solutions.

Professional services revenues decreasedremained byrelatively $1.7flat million, or 3%, forin fiscal year 20252026 compared to fiscal year 20242025, due to changes in mix of resource delivery to our third-party implementation partners.

Cost of SaaS revenues increased by $13.2$7.7 million, or 25%,11%, for fiscal year 20252026 compared to fiscal year 2024.2025. This was primarily driven by increases in cloud infrastructurehosting costs of $2.8$3.0 million, personnel-relatedroyalty costsexpense of $2.4 million, other allocated overhead costs of $2.3$2.2 million, amortization of acquired intangible assets costs of $1.8$0.7 million, royalty expense of $1.5 million relating to third-party products and $1.4 million in stock-based compensation expense of $0.6 million due to an increase in stock awards granted.

Cost of professional services revenues decreasedincreased by $5.7$1.6 million, or 9%,3%, for fiscal year 20252026 compared to fiscal year 2024,2025, primarily driven by contractor costs of $1.4 million and an increase in personnel-related cost of $1.1 million due to aannual decreasesalary in personnel-related costs of $5.7 million as a result of decreased headcount and subcontractor costs of $0.7 million, partiallyincrease, offset by ana increasedecrease in stock-based compensation expense of $1.0 million due to an increase in stock awards granted.million.

Gross profit increased by $66.1$64.9 million, or 22%,17% for fiscal year 20252026 compared to fiscal year 2024.2025. Of this increase, $59.5$83.2 million was attributable to growth in SaaS revenues and a lower increase in SaaS costs as a percentage of related revenues. The increase was partially offset by a $16.2 million increase in license revenues and $3.9related costs and $2.1 million was attributable to a decreaseincrease in professional services costs aswith a percentage oflower related revenues, as we continue to provide implementation, upgrade and migration services to our growing client base, consistent with our strategy to de-emphasize professional services revenues.

Research and development expenses increased by $24.1$29.6 million, or 21%, for fiscal year 20252026 compared to fiscal year 2024.2025. This was primarily driven by increasesan increase in personnel-related costs of $11.4 million due to annual salary increases and increased headcount, stock-based compensation expense of $9.5$12.0 million primarily due to an increase in stock awards granted, personnel-related costs of $5.6 million due to annual salary and headcount increases, restructuring costs of $5.3 million, deferred consideration accruals of $3.3 million related to prior acquisitions, and allocated overhead costs of $2.7$1.5 million duedriven toby increasedincreases headcount.in facilities and IT expenses.

Sales and marketing expenses increased by $25.7$35.5 million, or 19%,22%, for fiscal year 20252026 compared to fiscal year 2024.2025. This was primarily driven by increases in personnel-related costs of $11.3$14.7 million due to annual salary increase and increasedheadcount headcount,increases, stock-based compensation expense of $7.2$11.1 million primarily due to an increase in stock awards granted, commissioncommissions expense of $4.8 million due to sales increases, marketing events and travel related expenses of $2.5 million, and deferred consideration accruals of $2.5 million duerelated to increasedprior sales,acquisitions, and allocated overhead costs of $2.2$1.3 million duedriven toby increasedincreases headcountin facilities and IT expenses, partially offset by a decrease in contractor costscost of $1.6$1.5 million.

General and administrative expense increased by $11.5$12.5 million, or 13%, for fiscal year 20252026 compared to fiscal year 2024.2025. This was primarily driven by increases in stock-based compensation expense of $8.9$9.2 million primarily due to an increase in stock awards granted, personnel-related costs of $7.0$3.4 million primarily due to annual salary increasesand headcount increases, and increasedimpairment headcount, and changes in fair valuecharges of contingent$2.6 considerationmillion, consisting of $1.4 million related to priorcloud acquisitionscomputing ofimplementation $2.3costs million,associated with a digital transformation initiative and $1.2 million related to certain intangible assets in connection with a strategic rebranding initiative, partially offset by a decrease in professional services and discretionary costs allocated out to other functions of $6.7$3.4 million due to increased headcount in other departments.million.

Interest and other income, net, increaseddecreased by $8.9$8.4 million, or 391%,74%, for fiscal year 20252026 compared to fiscal year 2024.2025. This was primarily driven by ana increase of $5.7$5.2 million change from foreign currency transactions and remeasurement, a $2.4 million decrease in interest income as our cash held in money market funds increaseddecreased, and a gain of $3.6$0.8 million fromloss due to foreign currency transactionsimpact andfrom remeasurement.dissolution of a subsidiary.

Income tax expense was $4.1 million and $2.1 million for fiscal year 20252026 and 2024,2025, respectively. The change in our income tax expense was primarily due to an increase in current taxes in foreign jurisdictionsand offset by a decrease in current taxes in U.SU.S. state jurisdictions. The income tax expense for fiscal years 20252026 and 20242025 is primarily attributable to current taxes for U.S. state and foreign jurisdictions, respectively.

Operating losses could continue in the future as we continue to invest in the growth of our business. We believe our existing cash and cash equivalents as of June 30, 2025,2026, along with our JPMorganUBS Revolving Credit Facility described below, will be sufficient to meet our working capital, capital expenditure, and stock repurchase needs for the next twelve months and beyond.

On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan.JPMorgan (the “JPMorgan Credit Agreement”). The JPMorgan Credit Agreement providesprovided for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facilitysubfacility for letters of credit in the aggregate amount of up to $10.0 million.million (the “JPMorgan Credit Facility”). As of June 30, 2025,2026, no amounts havehad been borrowed under the JPMorgan Credit Facility. For further information refer to Note 11. “Debt” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Operating lease obligations consist of obligations under non-cancelable operating leases for office space with expiration through NovemberJune 2030. For further information refer to Note 9. “Leases” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

In addition to the obligations described above, in connection with the acquisition of TermSheet, we are also obligated to make cash payments of up to $15.0 million over the next two fiscal years, subject to certain performance measures and in some cases, certain service conditions. For further information, refer to Note 4. “Business Combinations” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In connection with the acquisition of TDI, we are obligated to make cash payments of up to $1.2 million in fiscal year 2027, subject to certain performance measures and in some cases, certain service conditions. For further information, refer to Note 6. “Fair Value Measurements” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

On October 5, 2021, we entered into athe JPMorgan Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan. The JPMorgan Credit Agreement providesprovided for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facilitysubfacility for letters of credit in the aggregate amount of up to $10.0 million. We were in compliance with all of the covenants as of June 30, 2025.2026. As of June 30, 2026, there were no outstanding borrowings under the JPMorgan Credit Facility.

AsSubsequent ofto Junefiscal 30,year 2025,2026, therewe wereentered nointo outstandingthe borrowingsUBS underCredit Agreement on July 7, 2026 and concurrently terminated the JPMorgan Credit Facility.Agreement. For further informationinformation, refer to Note 11. “Debt” and Note 18. “Subsequent Event” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The fair value of restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) is based on the closing price of our common stock on the date of the grant. We recognize stock-based compensation expense for RSUs over the requisite service period, which is generally four years. We recognize stock-based compensation expense for PSUs in the period in which it becomes probable that the performance target will be achieved, using the graded vesting method. At each reporting period, we reassessesreassess the probability of achievement of the performance conditions and any change in expense resulting from an adjustment to estimates is treated as a cumulative catch-up in the period of the adjustment.

Highlights for the three months ended DecemberMarch 31, 20252026

During the three months ended DecemberMarch 31, 2025,2026, we generated total revenues of $140.2$146.0 million with a gross margin of 75%.76%. Our operating cash flow was $22.9$63.9 million and we repurchased approximately 2.33.9 million of our common stock for $100.0$100.1 million.million, including broker fees. Total cash and cash equivalents as of DecemberMarch 31, 20252026 were $191.2$146.8 million. Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $777.1$791.4 million as of DecemberMarch 31, 2025.2026.

We generate revenues primarily from software subscriptions, typically with one-year or multi-year contract terms. We sell our software through a direct sales model, which targets clients based on end market, geography, firm size, and business need. We recognize revenues from SaaS and support revenue ratably over the contract term. We recognize license revenues related to subscription fees upfront and license revenues related to support ratably over the term of the support contract. We generally price our subscriptions based on the number of users adopting our solution and the modules deployed.

Market Adoption of our Cloud Platform. Our future growth depends on our ability to win new accounting, consulting, investment banking, legal,law, private capital and real assets clients and expand within our existing client base, primarily through the continued acceptance of our cloud business. Our cloud business has historically grown faster than our overall business and represents an increasing proportion of our annual recurring revenues. We must demonstrate to new and existing clients the benefits of selecting our cloud platform, and support those deployments once live with reliable and secure service. From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within accounting, consulting, investment banking, legal, private capital and real assets firms to embrace the Intapp Intelligent Cloud over point solutions, internally developed solutions, and horizontal solutions. If our clients do not continue to see the ability of our platform to generate return on investment relative to other software alternatives, net revenue retention could suffer and our operating results may be adversely affected.

ARR was $535.0$559.9 million and $437.1$454.7 million as of DecemberMarch 31, 20252026 and 2024,2025, respectively, an increase of 22%.23%.

Cloud ARR was $433.6$459.3 million and $331.1$351.8 million as of DecemberMarch 31, 20252026 and 2024,2025, respectively, an increase of 31%, and represented 81%82% and 76%77% of ARR as of DecemberMarch 31, 20252026 and 2024,2025, respectively.

This metric accounts for changes in our cloud recurring revenue base from cross-sell (additional solution capabilities sold), upsell (additional seats sold), cloud migrations, price changes, and client attrition (including contraction of solution capabilities, contraction of seats and client churn). Our trailing twelve months Cloud NRR as of DecemberMarch 31, 20252026 and 20242025 was 124%123% and 119%, respectively.

Our client base includes some of the largest and most reputable accounting, consulting, investment banking, legal, private capital and real assets firms globally. These clients have the financial and operating resources needed to purchase, deploy, and successfully use the full capabilities of our software platform, and as such, we believe our ability to increase the number of enterprise clients on our platform is a key indicator of the growth of our business and our future business opportunities. We define an enterprise client at the end of any reporting period as an entity with at least one active subscription as of the measurement date with contracts greater than $50,000 of ARR. We believe the number of our enterprise clients with contracts greater than $50,000 of ARR and the number of our enterprise clients with contracts greater than $100,000 of ARR is anare important metricmetrics for highlighting our progress on the path to full adoption of our platform by our accounting, consulting, investment banking, legal, private capital and real assets clients. As of DecemberMarch 31, 20252026 and 2024,2025, we had 834more than 1,375 and 7281,250 enterprise clients, respectively, with contracts greater than $50,000 of ARR. As of March 31, 2026 and 2025, we had 858 and 748 enterprise clients, respectively, with contracts greater than $100,000 of ARR.

With our scalable, modular cloud-based platform, we believe we are well positioned to continue our growth. Our most significant opportunity lies with the largest firms, where we see substantial expansion potential as firms continue to consolidate. We pursue growth in the number of clients,enterprise clients greater than $50,000 and $100,000 of ARR, but our biggest drivers are the assets under management and revenue growth of our clients as well as growth in the total number of professionals they employ.

Interest and Other Income (Expense), Income, Net

Our interest and other income (expense), income, net consists primarily of interest income from our cash and cash equivalents, gains and losses from foreign currency transactions, remeasurement, a foreign currency impact from dissolution of subsidiary and non-cash interest expense related to the amortization of deferred financing costs.

Income Tax (Expense) Benefit

Our income tax (expense) benefit consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws. We maintain a full valuation allowance on our federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

Comparison of the Three and SixNine Months Ended DecemberMarch 31, 20252026 and 20242025

SaaS revenues increased by $22.5$23.0 million, or 28%,27%, and $43.1$66.1 million, or 27%, respectively, in the three and sixnine months ended DecemberMarch 31, 20252026 compared to the same periods in the prior year, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions. The continuation of clients migrating from using our on-premise license solutions to our cloud solutions also contributed to the growth.

License revenues decreased by $2.6$6.9 million, or 9%,22%, forand $8.8 million, or 10%, respectively, in the three and nine months ended DecemberMarch 31, 20252026 compared to the same periodperiods in the prior year, due to clients migrating to our SaaS solutions.

Professional services revenues decreasedincreased by $0.9 million, or 7%, and $2.0 million, or 8%, respectively, in the three and six months ended DecemberMarch 31, 20252026 compared to the same periodsperiod in the prior year, due to changesa incontinuation mixdemand offor resourceimplementation, deliveryupgrade toand migration services consistent with our third-partyrevenue implementation partners.growth.

Cost of SaaS revenues increased by $2.0$2.1 million, or 12%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024.2025. This was primarily driven by increases in cloud hosting costs of $0.6$0.8 million, royalty expenses of $0.5$0.6 million, and amortization of acquired intangible assets costs of $0.5 million and personnel-related costs of $0.2 million primarily due to annual salary increases.million.

Cost of SaaS revenues increased by $4.5$6.6 million, or 14%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025. This was primarily driven by increases in cloud hosting costs of $1.3$2.1 million, royalty expenses of $0.9$1.5 million, amortization of acquired intangible assets costs of $0.8$1.3 million, personnel-related costs of $0.7$0.6 million primarily due to annual salary increasesincreases, and contractor costs of $0.4$0.5 million.

Cost of license revenues decreased by $0.3$0.1 million, or 17%,4%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024, primarily2025 due to a decrease in personnel-related costs of $0.2$0.1 million.

Cost of license revenues decreased by $0.5 million, or 14%,11%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024,2025, primarily due to decreases in personnel-related costs of $0.3 million.

Cost of professional services revenues increased by $0.9$0.8 million, or 6%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024,2025. This was primarily duedriven toby increases in personnel-related costs of $0.5 million and contractor costs of $0.8$0.3 million.

Cost of professional services revenues increased by $1.8$2.7 million, or 6%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024,2025. This was primarily duedriven toby increases in contractor costs of $1.5$1.8 million and personnel-related costs of $0.8 million.

Gross profit increased by $16.4$14.1 million, or 18%,15%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024.2025. Of this increase, $20.5$20.9 million was attributable to growth in SaaS revenues, partially offset by a $1.8 million decrease related to professional services as costs increased as a percentage of related revenues and a $2.3$6.8 million decrease related to license as revenues decreased as clients migrated to SaaS solutions.

Gross profit increased by $33.4$47.5 million, or 19%,17%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025. Of this increase, $38.6$59.5 million was attributable to growth in SaaS revenues, partially offset by a $3.9$8.2 million decrease related to license revenues as clients migrated to SaaS solutions, and a $3.8 million decrease related to professional services revenues as costs increased as a percentage of related revenues and a $1.4 million decrease related to license as revenues decreased as clients migrated to SaaS solutions.revenues.

Research and development expenses increased by $14.5$10.1 million, or 22%,29%, for the sixthree months ended DecemberMarch 31, 20252026 compared to the sixthree months ended DecemberMarch 31, 2024.2025. This was primarily driven by increases in stock-based compensation expense of $5.2$3.5 million primarily due to an increase in stock awards granted, restructuring costs of $2.6 million mainly due to the Netherlands Restructuring Plan, personnel-related costs of $4.9$1.9 million due to annual salary increases and increased headcount, and deferred consideration accruals of $2.8$1.8 million related to prior acquisitions and allocated overhead costs of $0.9 million as a result of increased headcount.acquisitions.

Sales and marketing expenses increased by $16.9$10.3 million, or 22%,24%, for the sixthree months ended DecemberMarch 31, 20252026 compared to the sixthree months ended DecemberMarch 31, 2024.2025. This was primarily driven by increases in personnel-related costs of $6.2$4.2 million primarily due to annual salary increases and increased headcount, stock-based compensation expense of $4.2$2.8 million primarily due to an increase in stock awards granted, commissions expense of $2.6$1.2 million due to increased sales, marketing events and travel related expenses of $1.1 million, and a deferred consideration accrual related to a prior acquisition of $1.7 million and sales and marketing events and related travel expenses of $1.4$1.0 million.

General and administrative expenses increased by $1.5$2.3 million, or 6%,9%, for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024.2025. This was driven by increases in stock-based compensation expense of $1.4$2.1 million primarily due to an increase in stock awards granted and personnel-related costs of $0.6 million primarily due to annual salary increases and increased headcount, partially offset by a decrease of $0.5 million.in acquisition related transaction costs due to costs in the three months ended December 31, 2024 related to a legal settlement incurred in connection with an acquisition.granted.

General and administrative expenses increased by $6.2$8.5 million, or 13%,11%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025. This was driven by increases in stock-based compensation expense of $3.1$5.2 million primarily due to an increase in stock awards granted, and personnel-related costs of $2.7$3.3 million primarily due to annual salary increases and increased headcount and a change in fair value adjustments of contingent consideration related to a prior acquisition of $1.5 million, partially offset by a decrease of $0.6 million in acquisition related transaction costs due to costs in the six months ended December 31, 2024 related to a legal settlement incurred in connection with an acquisition and travel costs of $0.5 million.headcount.

Interest and Other Income (Expense), Income, Net

Interest and other income (expense), income, net, increaseddecreased by $2.1$3.6 million,million or 105% , for the three months ended DecemberMarch 31, 20252026 compared to the three months ended DecemberMarch 31, 2024.2025. This was primarily duedriven toby a $2.6 million change from foreign currency transactions and remeasurement,remeasurement partially offset byand a $0.5$1.3 million decrease in interest income as a result of reduction in cash held in money market funds.

Interest and other income (expense), income, net decreased by $0.2$3.8 million, or 8%,57%, for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025. This was primarily driven by a $0.8$2.5 million losschange due to afrom foreign currency impacttransactions fromand theremeasurement dissolution ofand a subsidiary, partially offset by a $0.4$0.9 million increasedecrease in interest income fromas oura result of reduction in cash held in money market funds.

Income Tax (Expense) Benefit

Our income tax (expense) benefit during the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025 was primarily attributable to income tax expense in foreign jurisdictions and a number of U.S. state jurisdictions.

As of DecemberMarch 31, 2025,2026, we had cash and cash equivalents of $191.2$146.8 million. We finance our liquidity needs primarily through collections from clients, where we generally bill and collect from our clients annually in advance. Our billings are subject to seasonality with billings in the fourth quarter higher than in the other quarters.

Operating losses could continue in the future as we continue to invest in the growth of our business. We believe our existing cash and cash equivalents as of DecemberMarch 31, 2025,2026, along with our JPMorgan Credit Facility described below, will be sufficient to meet our working capital and capital expenditure needs for the next twelve months and beyond.

On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan. The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million. As of DecemberMarch 31, 2025,2026, no amounts have been borrowed under the JPMorgan Credit Facility. See Note 10. “Debt” to our unaudited condensed consolidated financial statements for additional information.

During the sixnine months ended DecemberMarch 31, 2024,2026, net cash provided by operating activities was $49.7$100.6 million, as our net loss of $14.7$35.8 million was reduced by $64.4$136.4 million of adjustments. These adjustments consisted of $56.6$111.1 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization andamortization, amortization of operating lease right-of-use assets and asset impairments) and a net cash inflow of $7.8$25.2 million from net changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily driven by cash inflow from an increase in deferred revenue of $15.5$22.8 million due to revenuethe recognition,timing of invoicing our clients, a decrease in accounts receivable of $6.5$8.8 million due to the timing of billing and collections on our outstanding receivables, a decrease in unbilled receivables of $7.4 million due to the timing of invoicing to our clients and a $2.1$7.3 million increase in other liabilities due to timing of payments, partially offset by cash outflow primarily related to a $7.9$12.6 million decrease in accounts payable and accrued liabilities primarily due to payments made within the period, an increasetiming of $5.0payments, $4.9 million in prepaid expenses and other assets primarily due to payments made within the period, a decrease in operating lease liabilities of $2.7 million due to lease payments, an increase in unbilled receivables of $0.5 million due to the timing of invoicing to our clientspayments and an$3.8 million increase in deferred commissions ofdue $0.2to million.increased sales.

During the sixnine months ended DecemberMarch 31, 2025,2026, net cash used in investing activities was $8.6$11.3 million, due to capitalized internal-use software costs of $4.4$6.5 million, a strategic investment purchase of $3.0 million and capital expenditures of $1.2$1.8 million on property and equipment largely of computer equipment.

During the sixnine months ended DecemberMarch 31, 2024,2025, net cash used in investing activities was $4.8$7.2 million, consisting of capitalized internal-use software costs of $3.5$5.5 million, $0.9 million working capital adjustment related to a prior acquisition and capital expenditures of $0.4$0.8 million on property and equipment,equipment largely of computer equipment.

During the sixnine months ended DecemberMarch 31, 2025,2026, net cash used in financing activities was $149.6$254.7 million, comprised of $150.1$250.1 million in payments for the repurchases of common stock, including broker fees, $8.6$14.4 million of payments related to employee payroll tax withholding on vested equity awards and $1.2$1.7 million in payments for contingent consideration and holdbacks related to prior acquisitions, partially offset by $8.1$9.4 million of proceeds from stock option exercises and $2.2 million of proceeds from the employee stock purchase plan.

During the sixnine months ended DecemberMarch 31, 2024,2025, net cash provided by financing activities was $32.1$35.7 million, primarily comprised of $32.6$36.1 million of proceeds from stock option exercises and $2.0 million of proceeds from the employee stock purchase plan, offset by $2.4 million in payments for contingent consideration and holdbacks related to a prior acquisition.

On August 7, 2025, our Board of Directors authorized a common stock repurchase program of up to $150.0 million. During the sixnine months ended DecemberMarch 31, 2025,2026, we have repurchased $150.0 million, excluding broker fees, of our common stock under this program and no funds remain available for repurchase under our existingthis repurchase authorization limit. The repurchased shares of common stock were retired. For further information refer to Note 14. “Stockholders’ Equity” to our unaudited condensed consolidated financial statements.

On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan. The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million. We were in compliance with all of the covenants as of DecemberMarch 31, 2025.2026.

As of DecemberMarch 31, 2025,2026, there were no outstanding borrowings under the JPMorgan Credit Facility.