Intapp, Inc. INTA Form 10-Q filing Q3 FY2026

Item 1. Financial Statements

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Item 1. Financial Statements

See accompanying notes to unaudited condensed consolidated financial statements.

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See accompanying notes to unaudited condensed consolidated financial statements.

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See accompanying notes to unaudited condensed consolidated financial statements.

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INTAPP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

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See accompanying notes to unaudited condensed consolidated financial statements.

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See accompanying notes to unaudited condensed consolidated financial statements.

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Intapp, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Business

Intapp, Inc. (“Intapp” or the “Company”) is a leading global provider of AI-powered solutions for the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms. Its vertical software as a service (“SaaS”) solutions help professionals apply their collective expertise to make smarter decisions, manage risk, increase competitive advantage and drive new growth. Using the power of Applied AI, its purpose-built vertical SaaS solutions help firms accelerate the flow of information, activate expertise, empower teams, strengthen client relationships, reduce risk, and adapt more quickly in a highly complex ecosystem. The Company serves clients primarily in the United States (“U.S.”) and the United Kingdom (“U.K.”). References to “the Company,” “us,” “we,” or “our” in these unaudited condensed consolidated financial statements refer to the consolidated operations of Intapp and its consolidated subsidiaries.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC on August 20, 2025. The unaudited condensed consolidated financial statements include accounts of the Company and its consolidated subsidiaries, after eliminating all inter-company transactions and balances.

The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal and recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three and nine months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year or any other period.

Use of Estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, revenue recognition including determination of the standalone selling price of the deliverables included in multiple deliverable revenue arrangements; allowance for credit losses; the depreciable lives of long-lived assets including intangible assets; the period of benefits of deferred commissions; the fair value of stock-based awards and estimates on the probability of performance vesting conditions; the fair value of assets acquired and liabilities assumed in business combinations; goodwill and long-lived assets impairment assessments; the fair value of contingent consideration liabilities; the incremental borrowing rate used to determine the operating lease liabilities; valuation allowances on deferred tax assets; fair value of strategic investments; uncertain tax positions; and loss contingencies. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the unaudited condensed consolidated financial statements.

Significant Accounting Policies

There have been no material changes, other than those listed below, to the Company’s significant accounting policies as described in Note 2. “Summary of Significant Accounting Policies,” to the consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

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Strategic Investments

From time to time, the Company enters into certain strategic investments for the promotion of business and strategic objectives. Strategic investments consist of a convertible debt instrument and equity investments in privately-held companies, which are classified as Other assets on the unaudited condensed consolidated balance sheets. The Company’s strategic investments do not have readily determinable fair values. The convertible debt instrument is accounted for using the fair value option, and is classified as Level 3 within the fair value hierarchy, and the equity investments are accounted for using the measurement alternative at cost, and the Company adjusts for impairments and observable price changes (orderly transactions for the identical or a similar security from the same issuer) included within interest and other (expense) income, net on its unaudited condensed consolidated statements of operations as and when it occurs. The measurement alternative election is reassessed each reporting period to determine whether the strategic investments continue to be eligible for this election.

The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Impairment indicators may include, but are not limited to, a significant deterioration in earnings performance, credit rating, asset quality or business outlook or a significant adverse change in the regulatory, economic, or technological environment. If the strategic investments are considered impaired, the Company will record an impairment charge for the amount by which the carrying value exceeds the fair value of the investment. No impairment of strategic investment has been identified during the periods presented. The Company’s maximum loss exposure is limited to the carrying value of these investments.

Segment Information

The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). The CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and reportable segment.

The CODM is regularly provided with expenses related to cost of revenues, including cost of SaaS, license, and professional services, research and development, sales and marketing, and general and administrative at the consolidated level to manage the Company’s operations, which are identified as significant segment expenses. Since the Company operates as a single operating and reportable segment, these significant segment expenses are the costs and expenses presented on the unaudited condensed consolidated statements of operations. In addition, the Company has concluded that stock-based compensation disclosed in Note 11. “Stock-Based Compensation” and amortization of acquired intangible assets disclosed in Note 5. “Goodwill and Intangible Assets” also qualify as significant segment expenses. Accordingly, the CODM assesses performance and decides how to allocate resources based on consolidated net loss, as reported on the unaudited condensed consolidated statements of operations. Consolidated net loss is used to monitor budget versus actual results in assessing the overall profitability of the business and to guide decisions on how to invest in and grow the business. The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets. Other segment items which represent segment expenses that are not significant include interest and other (expense) income, net and income tax expense, which are reflected in the unaudited condensed consolidated statements of operations.

Concentrations of Credit Risk and Significant Clients

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with multiple high credit quality financial institutions. The Company is exposed to credit risk for cash and cash equivalents held in financial institutions to the extent that such amounts recorded on the unaudited condensed consolidated balance sheets are in excess of amounts that are insured by the Federal Deposit Insurance Corporation. The Company has not experienced any such losses.

No client individually accounted for 10% or more of the Company’s revenues for either of the three and nine months ended March 31, 2026 and 2025. As of March 31, 2026, no client individually accounted for 10% or more of the Company’s total accounts receivable. As of June 30, 2025, one client individually accounted for 17% of the Company’s total accounts receivable.

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Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures, which requires additional income tax disclosures to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects of future cash flows. The Company adopted this standard prospectively for the fiscal year beginning July 1, 2025. The Company will provide the new disclosures required beginning with its annual financial statements for the fiscal year ending June 30, 2026.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (ASC 220): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU No. 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. The guidance requires disclosures, on an annual and interim basis, about specific expense categories presented on the income statement. This guidance will be effective for the Company’s fiscal year beginning July 1, 2027 and for interim periods beginning January 1, 2028, and should be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of the adoption on its consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. This guidance will be effective for the Company’s interim and annual reporting periods beginning July 1, 2026, and should be applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for internal-use software costs by eliminating the requirement to assess software development stages and introduces a new capitalization threshold. This guidance will be effective for the Company’s interim and annual reporting periods beginning July 1, 2028, and should be applied using a prospective, retrospective or modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact of the adoption on its consolidated financial statements.

Note 3. Revenues

Disaggregation of Revenues

Revenues by geography, based on the shipping address of our clients, were as follows (in thousands):

No country other than those listed above accounted for 10% or more of the Company’s total revenues during the three and nine months ended March 31, 2026 and 2025.

Deferred Commissions

Deferred commissions were $40.2 million and $36.4 million as of March 31, 2026 and June 30, 2025, respectively. Amortization expense with respect to deferred commissions, which is included in Sales and marketing expense in the Company’s unaudited condensed consolidated statements of operations, was $5.4 million and $14.8 million for the three and nine months ended March 31, 2026, respectively, and $4.1 million and $12.2 million for the three and nine months ended March 31, 2025. There was no impairment loss in relation to the costs capitalized for the periods presented.

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Contract Balances

The Company’s contract assets and liabilities were as follows (in thousands):

(1) Long-term portion is nil and $57 thousand as of March 31, 2026 and June 30, 2025, respectively, and is included in Other assets on the unaudited condensed consolidated balance sheet.

There was no allowance for credit losses associated with unbilled receivables as of March 31, 2026 and June 30, 2025. During the nine months ended March 31, 2026 and 2025, the Company recognized $231.2 million and $187.8 million in revenue pertaining to deferred revenue as of June 30, 2025 and 2024, respectively.

Remaining Performance Obligations

Remaining performance obligations represent non-cancelable contracted revenues that have not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. SaaS subscription is typically satisfied over one to three years, license is typically satisfied at a point in time, support services are generally satisfied within one year, and professional services are typically satisfied within one year. Professional services contracts are not included in the performance obligations amount.

As of March 31, 2026, approximately $791.4 million of revenues is expected to be recognized from remaining performance obligations with approximately 56% over the next 12 months and the remainder thereafter.

Note 4. Business Combinations

TermSheet

In connection with the acquisition of TermSheet, LLC (“TermSheet”) on April 21, 2025, during the three months ended September 30, 2025, the Company finalized the purchase price allocation and paid an immaterial amount to the seller for certain working capital adjustments which was recorded as an increase to Goodwill on the unaudited condensed consolidated balance sheet. This was accounted for as a measurement period adjustment reflecting facts and circumstances that existed as of the acquisition date.

During the three months ended December 31, 2025, the Company amended the purchase agreement such that the Company’s obligation to make cash payments of up to $15.0 million, which has been accounted for as post-combination compensation, was extended from over the next two fiscal years, as previously disclosed on the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, to over the next three fiscal years, subject to certain performance measures and in some cases, certain service conditions.

For further information refer to Note 4. “Business Combinations” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

TDI

In connection with the acquisition of Transform Data International B.V. and its subsidiaries (“TDI”) on May 1, 2024, the Company paid $0.9 million to the seller for certain working capital adjustments during the nine months ended March 31, 2025. This was included in the purchase price and is recorded in investing activities in the Company’s unaudited condensed consolidated statements of cash flows.

In January 2026, upon successfully completing the integration of TDI’s technology capabilities, including its Microsoft 365 integrations and collaboration software into Intapp’s platform, the Company initiated a restructuring plan (the “Netherlands Restructuring Plan”). The plan was designed to reduce costs and optimize the Company’s legal and operational structure by reducing its workforce and facility footprint in support of its long-term growth strategy. During the three months ended March 31, 2026, the Company accelerated payments of deferred consideration and contingent consideration to TDI and made these payments in February 2026. For further information refer to Note 6. “Fair Value Measurements” and Note 15. “Restructuring.”

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Note 5. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amounts of goodwill were as follows (in thousands):

Intangible Assets

Intangible assets acquired through business combinations consisted of the following (in thousands):

Amortization expense related to acquired intangible assets was recognized as follows (in thousands):

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As of March 31, 2026, the estimated future amortization expense for acquired intangible assets is as follows (in thousands):

Note 6. Fair Value Measurements

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical, assets or liabilities at the measurement date;

Level 2—Inputs are quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Money market funds are classified as Level 1 as the assets are valued using quoted prices in active markets. The convertible debt instrument is classified as Level 3 due to the use of unobservable valuation inputs and limited market activity. Liabilities for contingent consideration related to business combinations are classified as Level 3 liabilities as the Company uses unobservable inputs in the valuation, specifically related to the projected total contract value generated by the acquired businesses for a distinct period of time.

Financial Assets and Liabilities

The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of the date indicated by level within the fair value hierarchy (in thousands):

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In connection with the acquisition of TDI, the Company recorded a contingent liability of $0.2 million on the acquisition date for the estimated fair value of the contingent consideration, which was measured based on the probability of achieving certain performance measures pursuant to the acquisition agreement. Furthermore, as a result of the Netherlands Restructuring Plan, the Company accelerated the payment of this liability. During the nine months ended March 31, 2026, the Company paid $1.2 million related to the contingent consideration liability. Accordingly, the contingent consideration liability was nil and $0.1 million as of March 31, 2026 and June 30, 2025, respectively, which was included in Other liabilities on the unaudited condensed consolidated balance sheet.

In connection with the acquisition of Paragon Data Labs, Inc. in May 2023, the Company recorded a contingent consideration liability of $4.3 million on the acquisition date for the estimated fair value of the contingent consideration. The fair value was measured based on the probability of achieving certain performance measures pursuant to the acquisition agreement. During the nine months ended March 31, 2025, the Company made a fair value adjustment of $1.0 million based on the probability of achieving certain performance measures and paid $1.4 million related to the contingent consideration. During the nine months ended March 31, 2026, the Company made a fair value adjustment of based on a finalized targeted earnout true-up and paid $0.5 million. Accordingly, the contingent consideration liability was nil as of March 31, 2026 and June 30, 2025, respectively.

The fair value of the contingent consideration was initially estimated on the acquisition date using the Monte Carlo simulation and included key assumptions used by management related to the estimated probability of occurrence and discount rates. Subsequent changes in the fair value of the contingent consideration liabilities, resulting from management’s revision of key assumptions and estimates, have been recorded in General and administrative expenses on the unaudited condensed consolidated statements of operations. Gains and losses resulting from exchange rate fluctuation on contingent consideration liabilities denominated in currencies other than U.S. dollars are recognized in interest and other (expense) income, net on the unaudited condensed consolidated statements of operations.

Changes in contingent consideration liabilities were as follows (in thousands):

Other financial instruments consist of accounts receivable, accounts payable, accrued expenses, accrued liabilities and other current liabilities, which are stated at their carrying value as it approximates fair value due to the short time to expected receipt or payment.

Strategic Investments

As of March 31, 2026 and June 30, 2025, the total amount of strategic investments included in Other assets on the Company’s unaudited condensed consolidated balance sheets were $5.0 million and $2.0 million, respectively. The Company did not recognize any unrealized gain or loss on the strategic investments for the periods presented.

Note 7. Internal-Use Software Costs

Capitalized Internal-Use Software Costs

Capitalized internal-use software costs, net consisted of the following (in thousands):

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Activity related to capitalized internal-use software costs was as follows (in thousands):

(1) Additions to capitalized stock-based compensation costs, which is included in these amounts, were $0.9 million and $1.4 million during the three and nine months ended March 31, 2026, respectively, and were $0.2 million during the three and nine months ended March 31, 2025, respectively.

(2) Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts, was not material during the three and nine months ended March 31, 2026 and 2025, respectively.

The Company has recorded immaterial impairment charges during the periods presented.

Capitalized Cloud Computing Implementation Costs

Capitalized cloud computing implementation costs, net consisted of the following (in thousands):

Activity related to capitalized cloud computing implementation costs was as follows (in thousands):

(1) Additions to capitalized stock-based compensation costs, which is included in these amounts, were not material and $0.1 million during the three and nine months ended March 31, 2026, respectively, and were $0.1 million during the three and nine months ended March 31, 2025, respectively.

(2) Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts, was not material during the three and nine months ended March 31, 2026 and 2025, respectively.

Impairment charges with respect to the Company’s digital transformation initiative, which are included in General and administrative expense on the unaudited condensed consolidated statement of operations, were nil and $1.4 million for the three and nine ended March 31, 2026, respectively, and nil for the three and nine months ended March 31, 2025, respectively.

Note 8. Leases

The Company leases the majority of its office space in the U.S., U.K., Portugal, Germany, Netherlands, Ukraine, and Singapore under non-cancelable operating lease agreements, which have various expiration dates through June 2030, some of which include options to extend the leases for up to 5 years.

The components of lease costs were as follows (in thousands):

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The weighted-average remaining lease term of the Company’s operating leases and the weighted-average discount rate used to measure the present value of the operating lease liabilities are as follows:

The following table presents supplemental cash flow information related to the Company’s operating leases (in thousands):

Current operating lease liabilities of $6.7 million and $6.5 million were included in Other current liabilities on the Company’s unaudited condensed consolidated balance sheets as of March 31, 2026 and June 30, 2025, respectively.

As of March 31, 2026, remaining maturities of operating lease liabilities are as follows (in thousands):

Note 9. Commitments and Contingencies

Other Purchase Commitments

The Company’s other purchase commitments primarily consist of third-party cloud services, support fees and software subscriptions to support operations in the ordinary course of business. There were no material purchase commitments that were entered into during the nine months ended March 31, 2026.

In December 2021, the Company entered into an agreement with Microsoft Corp., pursuant to which the Company is committed to spend a minimum of $110.0 million on cloud services. The committed spend period concludes at the end of December 2028, with the Company having the option to extend any remaining commitment into a further 12-month period to the end of December 2029. As of March 31, 2026, the Company had $60.4 million remaining on this commitment.

Litigation

From time to time, the Company is a party to claims, lawsuits, and proceedings which arise in the ordinary course of business. The Company warrants to its clients that it has all necessary rights and licenses to the intellectual property comprised in its products and services and indemnifies those clients against intellectual property claims with respect to such products and services, so such claims, lawsuits and proceedings might in the future include claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. The Company is not presently a party to any litigation the outcome of which, it believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the business, operating results, or financial condition.

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Note 10. Debt

On October 5, 2021, the Company entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022 (the “Credit Agreement”) among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (“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 (the “JPMorgan Credit Facility”). The Credit Agreement also provides that the Company may seek additional revolving credit commitments in an aggregate amount not to exceed $50.0 million, subject to certain administrative procedures, including approval by the Administrative Agent. Future borrowings under the JPMorgan Credit Facility will bear interest, at the Company’s election, at an annual rate based on either (a) an adjusted secured overnight financing rate (“SOFR”, as described in the Credit Agreement) plus a percentage spread (ranging from 1.75% to 2.50%) or (b) an alternate base rate (as described in the Credit Agreement) plus a percentage spread (ranging from 0.75% to 1.50%), in each case based on the Company’s total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the JPMorgan Credit Facility at an annual rate ranging from 0.25% to 0.40%, based on the Company’s total net leverage ratio.

In connection with the execution of the Credit Agreement, the Company also entered into a pledge and security agreement (the “Security Agreement”) dated as of October 5, 2021 among the Company, the subsidiary grantors thereto and JPMorgan, as administrative agent for the secured parties. Under the Security Agreement, borrowings under the JPMorgan Credit Facility are secured by a first priority pledge of all of the capital stock and substantially all of the assets (excluding real estate interests) of each subsidiary of the Company and the subsidiary guarantors.

The Credit Agreement provides that the Company must maintain compliance with a maximum consolidated total net leverage ratio covenant, as determined in accordance with the Credit Agreement. It also contains affirmative, negative and financial covenants, including limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default.

The Company was in compliance with all covenants as of March 31, 2026. As of March 31, 2026 and June 30, 2025, there were no outstanding borrowings under the JPMorgan Credit Facility.

Note 11. Stock-Based Compensation

Equity Incentive Plans

In June 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Omnibus Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”). The 2021 Plan provides for the grant of restricted shares, restricted share units (“RSUs”), performance shares, performance share units (“PSUs”), deferred share units, share options and share appreciation rights. All employees, non-employee directors and selected third-party service providers of the Company and its subsidiaries and affiliates are eligible to receive grants under the 2021 Plan. Eligible employees may purchase the Company’s common stock under the ESPP.

Stock Awards

The Company has granted time-based and performance-based stock options, RSUs and PSUs, collectively referred to as “Stock Awards.” The Company accounts for stock-based compensation using the fair value method which requires the Company to measure stock-based compensation based on the grant-date fair value of the awards and recognize compensation expense over the requisite service or performance period. Awards that contain only service conditions, are generally earned over four years and expensed on a straight-line basis over that term. Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.

Stock Options

Stock options granted generally become exercisable ratably over a four-year period following the date of grant and expire ten years from the date of grant.

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Stock option activity under the Company’s equity incentive plans during the nine months ended March 31, 2026 was as follows (in thousands, except per share data):

(1) Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s common stock as of the end of the period, multiplied by the number of stock options outstanding.

There were no stock options granted during the nine months ended March 31, 2026. The total intrinsic value of stock options exercised and the proceeds from option exercises during the nine months ended March 31, 2026 were $30.0 million and $9.4 million, respectively.

PSUs and RSUs

During the nine months ended March 31, 2026, the Company granted PSUs to certain of its employees with vesting terms based on meeting certain operating performance targets, including annual recurring revenue and profitability targets, and continued service conditions. The Company also granted RSUs to certain employees that vest based on continued service.

PSU activity during the nine months ended March 31, 2026 was as follows (in thousands, except per share data):

RSU activity during the nine months ended March 31, 2026 was as follows (in thousands, except per share data):

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Stock-Based Compensation Expense

The Company recorded stock-based compensation expense in the unaudited condensed consolidated statements of operations as follows (in thousands):

In connection with the Netherlands Restructuring Plan, the Company modified and accelerated the vesting of certain RSU awards held by individuals impacted by the restructuring. The modification affected 12 individuals and a total of 20,611 RSU awards. As a result of this modification, the Company recognized $0.7 million of stock-based compensation expense during the three and nine months ended March 31, 2026.

As of March 31, 2026, there was approximately $204.3 million of unrecognized compensation cost related to unvested stock-based awards granted, which is expected to be recognized over the weighted-average period of approximately 2.3 years.

2021 Employee Stock Purchase Plan

Under the ESPP, eligible employees may purchase the Company’s common stock at a price equal to 85% of the lower of the fair market value of the Company’s common stock on the offering date or the applicable purchase date. The ESPP provides an offering period that begins on June 1 and December 1 of each year and each offering period consists of one six-month purchase period. During the nine months ended March 31, 2026, 58,767 shares were purchased under the ESPP.

As of March 31, 2026, total unrecognized compensation cost related to the ESPP was $0.2 million, which will be amortized over a weighted-average vesting term of 0.2 years.

Note 12. Income Taxes

The Company determines its income tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items occurring during the periods presented. The primary difference between its effective tax rate and the federal statutory rate is the full valuation allowance the Company has established on its federal and state net operating losses and credits. Income taxes from international operations were not material for the three and nine months ended March 31, 2026 and 2025.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is not currently under audit by the Internal Revenue Service or other similar tax authorities. The Company’s tax returns remain open to examination as follows: U.S. federal and states, all tax years; and significant foreign jurisdictions, generally 2019 through 2026.

Note 13. Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method.

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Basic net loss per share is the same as diluted net loss per share because the Company reported net losses for all periods presented. The following table sets forth the computation of basic and diluted net loss per share for the periods presented (in thousands, except per share data):

The Company excluded the following potential shares of common stock from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands):

Note 14. Stockholders’ Equity

Stock Repurchase Program

On August 7, 2025, the Company’s Board of Directors authorized a common stock repurchase program of up to $150.0 million, which was announced on August 12, 2025. The Company fully exhausted the authorized repurchase limit under the program in the second quarter of fiscal year 2026.

On January 29, 2026, the Company’s Board of Directors authorized a new common stock repurchase program of up to $200.0 million, which was announced on February 3, 2026. The Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques. The stock repurchase program does not have an expiration date. The timing and number of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to repurchase any of its common stock, or to acquire a specified number of shares, and may be modified, suspended or discontinued at the Company’s discretion.

During the three and nine months ended March 31, 2026, the Company repurchased approximately 3.9 million and 7.3 million shares of its common stock for $100.0 million and $250.0 million, excluding broker fees, respectively. The repurchased shares of common stock were retired. As of March 31, 2026, $100.0 million remained available and authorized for repurchases. Additionally, in connection with the share repurchase, the Company accrued $0.9 million of excise tax for the three and nine months ended March 31, 2026.

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Note 15. Restructuring

In January 2026, upon successfully completing the integration of TDI’s technology capabilities, including its Microsoft 365 integrations and collaboration software into Intapp’s platform, the Company initiated the Netherlands Restructuring Plan. The plan was designed to reduce costs and optimize the Company’s legal and operational structure by reducing its workforce and facility footprint in support of its long-term growth strategy.

During the three and nine months ended March 31, 2026, the Company incurred $3.5 million in restructuring costs in connection with the Netherlands Restructuring Plan. These costs comprised of charges of $2.8 million, which included $0.9 million employee severance and related benefits and $1.9 million other costs, and charges of $0.7 million related to stock-based compensation for acceleration of certain equity awards. Others cost primarily relate to the acceleration and waiver of certain service and performance conditions associated with the acquisition of TDI in a prior year, resulting in an incremental $1.2 million deferred consideration and $0.6 million contingent consideration expense for the three and nine months ended March 31, 2026. The Company expects to finalize the Netherlands Restructuring Plan by the fourth quarter of fiscal year 2026.

Other restructuring costs for the three and nine months ended March 31, 2025 were not material.

The following tables summarizes the Company's restructuring costs in the unaudited condensed consolidated statements of operations as follows (in thousands):

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Changes in the carrying amount of restructuring liabilities included in Accrued expenses on the unaudited condensed consolidated balance sheets, were as follows (in thousands):

(1) TDI related contingent and deferred consideration previously accrued in other current and other long term liabilities.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

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):

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(1) Amounts include stock-based compensation expense as follows:

Comparison of the Three and Nine Months Ended March 31, 2026 and 2025

Revenues

SaaS

SaaS revenues increased by $23.0 million, or 27%, and $66.1 million, or 27%, respectively, in the three and nine months ended March 31, 2026 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

License revenues decreased by $6.9 million, or 22%, and $8.8 million, or 10%, respectively, in the three and nine months ended March 31, 2026 compared to the same periods in the prior year, due to clients migrating to our SaaS solutions.

Professional Services

Professional services revenues increased by $0.9 million, or 7%, in the three months ended March 31, 2026 compared to the same period in the prior year, due to a continuation demand for implementation, upgrade and migration services consistent with our revenue growth.

Professional services revenues decreased by $1.1 million, or 3%, in the nine months ended March 31, 2026 compared to the same period in the prior year, due to changes in mix of resource delivery to our third-party implementation partners.

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Cost of Revenues and Gross Profit

Cost of SaaS

Cost of SaaS revenues increased by $2.1 million, or 12%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by increases in cloud hosting costs of $0.8 million, royalty expenses of $0.6 million, and amortization of acquired intangible assets costs of $0.5 million.

Cost of SaaS revenues increased by $6.6 million, or 14%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by increases in cloud hosting costs of $2.1 million, royalty expenses of $1.5 million, amortization of acquired intangible assets costs of $1.3 million, personnel-related costs of $0.6 million primarily due to annual salary increases, and contractor costs of $0.5 million.

Cost of License

Cost of license revenues decreased by $0.1 million, or 4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to a decrease in personnel-related costs of $0.1 million.

Cost of license revenues decreased by $0.5 million, or 11%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025, primarily due to decreases in personnel-related costs of $0.3 million.

Cost of Professional Services

Cost of professional services revenues increased by $0.8 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by increases in personnel-related costs of $0.5 million and contractor costs of $0.3 million.

Cost of professional services revenues increased by $2.7 million, or 6%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by increases in contractor costs of $1.8 million and personnel-related costs of $0.8 million.

Gross Profit

Gross profit increased by $14.1 million, or 15%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Of this increase, $20.9 million was attributable to growth in SaaS revenues, partially offset by a $6.8 million decrease related to license revenues as clients migrated to SaaS solutions.

Gross profit increased by $47.5 million, or 17%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. Of this increase, $59.5 million was attributable to growth in SaaS revenues, partially offset by a $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.

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Operating Expenses

Research and Development

Research and development expenses increased by $10.1 million, or 29%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by increases in stock-based compensation expense of $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 $1.9 million due to annual salary increases and increased headcount, and deferred consideration accruals of $1.8 million related to prior acquisitions.

Research and development expenses increased by $24.5 million, or 25%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by increases in stock-based compensation expense of $8.7 million primarily due to an increase in stock awards granted, personnel-related costs of $6.5 million due to annual salary increases and increased headcount, restructuring costs of $2.9 million primarily due to the Netherlands Restructuring Plan, and deferred consideration accruals of $3.5 million related to prior acquisitions.

Sales and Marketing

Sales and marketing expenses increased by $10.3 million, or 24%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by increases in personnel-related costs of $4.2 million due to annual salary increases and increased headcount, stock-based compensation expense of $2.8 million primarily due to an increase in stock awards granted, commissions expense of $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 $1.0 million.

Sales and marketing expenses increased by $27.2 million, or 23%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by increases in personnel-related costs of $10.5 million primarily due to annual salary increases and increased headcount, stock-based compensation expense of $7.0 million primarily due to an increase in stock awards granted, commissions expense of $3.8 million due to increased sales, marketing events and travel related expenses of $2.5 million, and a deferred consideration accrual related to a prior acquisition of $2.7 million.

General and Administrative

General and administrative expenses increased by $2.3 million, or 9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was driven by increases in stock-based compensation expense of $2.1 million primarily due to an increase in stock awards granted.

General and administrative expenses increased by $8.5 million, or 11%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was driven by increases in stock-based compensation expense of $5.2 million due to an increase in stock awards granted, and personnel-related costs of $3.3 million primarily due to annual salary increases and increased headcount.

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Interest and Other (Expense) Income, Net

Interest and other (expense) income, net, decreased by $3.6 million or 105% , for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by a $2.6 million change from foreign currency transactions and remeasurement and a $1.3 million decrease in interest income as a result of reduction in cash held in money market funds.

Interest and other (expense) income, net decreased by $3.8 million, or 57%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by a $2.5 million change from foreign currency transactions and remeasurement and a $0.9 million decrease in interest income as a result of reduction in cash held in money market funds.

Income Tax Expense

Our income tax expense during the three and nine months ended March 31, 2026 and 2025 was primarily attributable to income tax expense in foreign jurisdictions and a number of U.S. state jurisdictions.

Liquidity and Capital Resources

Sources and Uses of Liquidity

As of March 31, 2026, we had cash and cash equivalents of $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 March 31, 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 March 31, 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.

Our primary uses of cash include personnel-related expenses, third-party cloud infrastructure expenses, research and development, sales and marketing expenses, overhead costs and acquisitions or share repurchases we may make from time to time. Our future capital requirements will depend on many factors, including, but not limited to, our ability to grow our revenues and the timing and extent of investment across our organization necessary to support growth in our business. In addition, we may in the future enter into arrangements to acquire or invest in complementary businesses or technologies. We may need to seek additional equity or debt financing in order to meet these future capital requirements. If we are unable to raise additional capital when desired, or on terms that are acceptable to us, our business, financial condition and results of operations could be adversely affected.

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Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for the periods presented (in thousands):

Operating Activities

During the nine months ended March 31, 2026, net cash provided by operating activities was $100.6 million, as our net loss of $35.8 million was reduced by $136.4 million of adjustments. These adjustments consisted of $111.1 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization, amortization of operating lease right-of-use assets and asset impairments) and a net cash inflow of $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 $22.8 million due to the timing of invoicing our clients, a decrease in accounts receivable of $8.8 million due to 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 $7.3 million increase in other liabilities due to timing of payments, partially offset by cash outflow primarily related to a $12.6 million decrease in accounts payable and accrued liabilities primarily due to timing of payments, $4.9 million decrease in operating lease liabilities due to lease payments and $3.8 million increase in deferred commissions due to increased sales.

During the nine months ended March 31, 2025, net cash provided by operating activities was $85.2 million, as our net loss of $17.7 million was reduced by $102.9 million of adjustments. These adjustments consisted of $85.3 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization and amortization of operating lease right-of-use assets) and net cash inflow of $17.5 million from net changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily driven by a decrease in accounts receivable of $31.4 million due to the timing of billing and collections on our outstanding receivables, a $1.3 million increase in other liabilities due to timing of payments and a $0.7 million decrease in deferred commissions, offset by a $6.7 million increase in prepaid expenses and other assets primarily due to payments made within the period, an increase in unbilled receivables of $4.3 million due to the timing of invoicing to our clients, a $3.7 million decrease in operating lease liabilities due to lease payments and a $1.2 million decrease in accounts payable and accrued liabilities primarily due to payments made within the period.

Investing Activities

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

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

Financing Activities

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

During the nine months ended March 31, 2025, net cash provided by financing activities was $35.7 million, primarily comprised of $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.

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Stock Repurchase Programs

On August 7, 2025, our Board of Directors authorized a common stock repurchase program of up to $150.0 million. During the nine months ended March 31, 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 this repurchase authorization limit. The repurchased shares of common stock were retired.

On January 29, 2026, our Board of Directors authorized a new common stock repurchase program of up to $200.0 million. During the nine months ended March 31, 2026, we have repurchased $100.0 million, excluding broker fees, of our common stock under this program and $100.0 million remains available for repurchase under this 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.

Material Cash Commitments

As a result of restructuring plans, we expect to make future cash payments of approximately $0.9 million. For further information refer to Note 15. “Restructuring” to our unaudited condensed consolidated financial statements.

Except as mentioned above, there have been no significant changes in our material cash requirements from those disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 20, 2025.

Indebtedness

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 March 31, 2026.

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

Critical Accounting Policies and Estimates

The process of preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. Significant estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Actual amounts may differ from these estimates and judgments.

There have been no material changes to our critical accounting policies or estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Recent Accounting Pronouncements

See Note 2. “Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding recent accounting pronouncements and our assessment of their impact.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business, including foreign currency exchange, credit, inflation, and interest rate risks.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar and the functional currency for all of our foreign subsidiaries is the U.S. dollar. As of September 30, 2025, the Company has liquidated Rekoop Ltd., which had a functional currency of British pounds.

The majority of our revenue and expenses are denominated in U.S. dollars. However, we have foreign currency risks as we have contracts with clients and payroll obligations and a limited number of supply contracts with vendors which have payments denominated in foreign currencies.

The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in foreign currency exchange rates. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. Our exposure to foreign currency exchange risk relates primarily to our accounts receivable, cash balances, other employee compensation related obligations and lease liabilities denominated in currencies other than the U.S. dollar. If a hypothetical 10% change in foreign currency exchange rates were to occur in the future, the resulting gain or loss would be immaterial on our operating results over the next twelve months.

Credit Risk

We routinely assess the creditworthiness of our clients. We have not experienced any material losses related to non-payment of receivables from individual or groups of clients due to loss of creditworthiness during the three and nine months ended March 31, 2026 and 2025. Clients representing in excess of 10% of our accounts receivable balance at March 31, 2026 and June 30, 2025 were zero and one, respectively. Due to these factors, management believes that we do not have additional credit risk beyond the amounts already provided for collection losses in our accounts receivable.

Inflation Risk

We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, particularly if inflationary pressures occur during an economic downturn. Furthermore, our clients may not buy new products or may refrain from expanding current product usage as a result of the impact of increasing costs on their spend. These matters could harm our business, results of operations, or financial condition.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our cash held in cash deposits and cash equivalents invested in money market funds and the JPMorgan Credit Facility.

As of March 31, 2026, we had cash and cash equivalents of $146.8 million held with multiple high credit quality financial institutions, including investments in money market funds. Our investments are subject to market risk due to changes in interest rates, which may affect our interest income. A hypothetical 100 basis points increase or decrease in interest rates would not have a material impact on our operating results or the fair value of our cash and cash equivalents over the next twelve months.

As of March 31, 2026, we had no outstanding loan balance under our senior secured revolving credit facility. Future borrowings under this facility will accrue interest at a variable rate based on, at our election, either (a) an adjusted secured overnight financing rate (“SOFR”, as described in the Credit Agreement) plus a percentage spread (ranging from 1.75% to 2.50%) or (b) an alternate base rate (as described in the Credit Agreement) plus a percentage spread (ranging from 0.75% to 1.50%), in each case based on our total net leverage ratio. As a result, we will be exposed to increased interest rate risk if we draw down on the facility. For further information refer to Note 11. “Debt” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for further information on the Credit Agreement and the Security Agreement.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as defined in and pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information contained in Note 9. “Commitments and Contingencies—Litigation” in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q is incorporated herein by reference. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We cannot predict the results of any such disputes, and regardless of the potential outcomes, the existence thereof may have an adverse material impact on us due to diversion of management time and attention as well as the financial costs related to resolving such disputes.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, the current effects of which are discussed in more detail in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. If any of these risks or uncertainties actually occur, our business, financial condition, prospects, results of operations and cash flow could be materially and adversely affected. In that case, the market price of our common stock could decline. These risks are not the only risks we face. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition, prospects, results of operations or cash flows, as well as the market price of our securities. We cannot assure you that any of the events discussed in the risk factors will not occur.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes the share repurchase activity under our publicly announced share repurchase program and those made outside of the publicly accounted program during the three months ended March 31, 2026 (in thousands, except per share data):

(1) On August 12, 2025, the Company announced a program to repurchase up to $150.0 million of the Company’s common stock which was approved by the Board of Directors on August 7, 2025. As of March 31, 2026, there were no remaining funds authorized or available for stock repurchases under this program. On February 3, 2026, the Company announced a new program to repurchase up to $200.0 million of the Company’s common stock, which was approved by the Board of Directors on January 29, 2026. As of March 31, 2026, remaining availability under this repurchase program was $100.0 million. The program does not obligate the Company to acquire a minimum amount of shares and may be modified, suspended or discontinued at any time at the Company’s discretion. The program does not have an expiration date.

The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

Michele Murgel, our Chief People and Places Officer, entered into a stock trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Plan”) on March 12, 2026, which has an end date of November 15, 2026. Ms. Murgel’s Rule 10b5-1 Plan provides for the potential sale of up to 69,241 shares of Intapp common stock.

Item 6. Exhibits

The information required by this Item is set forth on the exhibit index that precedes the signature page of this Quarterly Report on Form 10-Q.

Exhibit Number Description Filed Herewith

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkage Documents X (104) Cover Page Interactive Data File (embedded within the Inline XBRL document) X

+Indicates a management contract or compensatory plan.

*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

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