← Back to INTA filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
Intapp, Inc.
Index to Consolidated Financial Statements
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 58
Consolidated Financial Statements:
Consolidated Balance Sheets 61
Consolidated Statements of Operations 62
Consolidated Statements of Comprehensive Loss 63
Consolidated Statements of Stockholders’ Equity 64
Consolidated Statements of Cash Flows 65
Notes to Consolidated Financial Statements 67
Note 1. Description of Business 67
Note 2. Summary of Significant Accounting Policies 67
Note 3. Revenues 75
Note 4. Business Combinations 76
Note 5. Goodwill and Intangible Assets 79
Note 6. Fair Value Measurements 80
Note 7. Property and Equipment 82
Note 8. Internal-Use Software Costs 82
Note 9. Leases 83
Note 10. Commitments and Contingencies 84
Note 11. Debt 85
Note 12. Stock-Based Compensation 85
Note 13. Income Taxes 89
Note 14. Net Loss Per Share 92
Note 15. Stockholders' Equity 93
Note 16. Employee Benefit Plans 94
Note 17. Restructuring 94
Note 18. Subsequent Event 95
57
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Intapp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Intapp, Inc. and subsidiaries (the “Company”) as of June 30, 2026 and June 30, 2025, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended June 30, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 13, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
58
Table of Contents
Revenues - Revenue Recognition– Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
The Company derives its revenues from the sale of its SaaS solutions and subscriptions to its term software applications, including support services, as well as the provision of professional services for implementation of its solutions. The majority of the Company’s contracts contain multiple performance obligations. Revenue recognition for contracts with multiple performance obligations requires management judgment, especially in identifying and evaluating the various non-standard terms and conditions in the Company’s contracts with its clients and their effect on reported revenues. Additionally, contracts that contain multiple performance obligations require the Company to identify the performance obligations and allocate the transaction price to each performance obligation using judgment and is generally based on the contractually stated, observable prices of the promised goods and services charged when sold separately.
We identified revenue recognition for certain material revenue contracts with multiple performance obligations as a critical audit matter because of the significant judgments made by management in evaluating the impact of any non-standard terms or conditions in these contracts that may impact the total transaction price, identification of performance obligations, and the allocation of revenues. Accordingly, performing audit procedures related to these certain material revenue contracts required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the recognition of revenues from certain material revenue contracts with multiple performance obligations included the following, among others:
•We tested the effectiveness of controls over revenue recognition, including those over the accounting for non-standard terms, identification of performance obligations, determining the allocation of revenues in arrangements.
•We evaluated the Company’s accounting policies in the context of the applicable accounting standards.
•We selected a sample of certain material revenue arrangements and performed the following procedures:
◦We obtained and read the contracts and related contract documentation.
◦We evaluated whether management properly identified the contract terms (including those that are non-standard) and tested management’s application of the Company's policies, including the identification of the performance obligations, determination of the allocation of revenues in the arrangement.
◦We tested the mathematical accuracy of management's calculations of revenues and the associated timing of revenues recognized in the financial statements.
/s/ Deloitte & Touche LLP
San Jose, California
August 13, 2026
We have served as the Company's auditor since 2018.
59
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Intapp, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Intapp, Inc. and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2026, of the Company and our report dated August 13, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
San Jose, California
August 13, 2026
60
Table of Contents
INTAPP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
June 30, 2026 June 30, 2025
Assets
Current assets:
Cash and cash equivalents $ 162,813 $ 313,109
Restricted cash 200 200
Accounts receivable, net of allowance of $1,184 and $968 as of June 30, 2026 and June 30, 2025, respectively 102,850 89,667
Unbilled receivables, net 10,619 19,462
Other receivables, net 3,089 5,866
Prepaid expenses 14,856 11,971
Deferred commissions, current 20,751 15,605
Total current assets 315,178 455,880
Property and equipment, net 26,964 23,157
Operating lease right-of-use assets 19,788 18,139
Goodwill 326,101 326,260
Intangible assets, net 29,001 40,699
Deferred commissions, noncurrent 25,343 20,761
Other assets 11,283 9,265
Total assets $ 753,658 $ 894,161
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 13,617 $ 16,497
Accrued compensation 54,742 51,654
Accrued expenses 9,665 12,647
Deferred revenue, net 315,113 256,994
Other current liabilities 12,699 12,066
Total current liabilities 405,836 349,858
Deferred tax liabilities 757 1,716
Deferred revenue, noncurrent 2,556 2,002
Operating lease liabilities, noncurrent 15,863 16,114
Other liabilities 11,043 4,706
Total liabilities 436,055 374,396
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.001 par value per share, 700,000 shares authorized; 76,498 and 81,877 shares issued and outstanding as of June 30, 2026 and 2025, respectively 76 82
Additional paid-in capital 1,141,116 1,025,712
Accumulated other comprehensive loss — (630)
Accumulated deficit (823,589) (505,399)
Total stockholders’ equity 317,603 519,765
Total liabilities and stockholders’ equity $ 753,658 $ 894,161
See accompanying notes to consolidated financial statements.
61
Table of Contents
INTAPP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended June 30,
2026 2025 2024
Revenues:
SaaS $ 422,803 $ 331,948 $ 259,256
License 103,362 120,024 117,386
Professional services 51,640 52,148 53,881
Total revenues 577,805 504,120 430,523
Cost of revenues:
SaaS 74,383 66,714 53,487
License 5,807 6,256 6,344
Professional services 59,765 58,178 63,830
Total cost of revenues 139,955 131,148 123,661
Gross profit 437,850 372,972 306,862
Operating expenses:
Research and development 167,315 137,760 113,634
Sales and marketing 199,382 163,846 138,176
General and administrative 111,250 98,723 87,243
Total operating expenses 477,947 400,329 339,053
Operating loss (40,097) (27,357) (32,191)
Interest and other income, net 2,861 11,219 2,285
Net loss before income taxes (37,236) (16,138) (29,906)
Income tax expense (4,074) (2,079) (2,115)
Net loss $ (41,310) $ (18,217) $ (32,021)
Net loss per share, basic and diluted $ (0.52) $ (0.23) $ (0.45)
Weighted-average shares used to compute net loss per share, basic and diluted 79,618 78,710 71,488
See accompanying notes to consolidated financial statements.
62
Table of Contents
INTAPP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Year Ended June 30,
2026 2025 2024
Net loss $ (41,310) $ (18,217) $ (32,021)
Other comprehensive income (loss):
Foreign currency translation adjustments (169) 706 3
Foreign currency impact from dissolution of subsidiary 799 — —
Other comprehensive income 630 706 3
Comprehensive loss $ (40,680) $ (17,511) $ (32,018)
See accompanying notes to consolidated financial statements.
63
Table of Contents
INTAPP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss)/Income Accumulated Deficit Total Stockholders’ Equity
Shares Amount
Balance as of June 30, 2023 68,574 $ 69 $ 797,639 $ (1,339) $ (455,161) $ 341,208
Issuance of common stock upon follow-on public offering, net of offering costs of $1,569 — — (4) — — (4)
Issuance of common stock upon exercise of stock options 3,105 3 30,723 — — 30,726
Vesting of performance stock units and restricted stock units 2,808 3 (3) — — —
Issuance of common stock under employee stock purchase plan 137 — 3,431 — — 3,431
Stock-based compensation — — 59,895 — — 59,895
Foreign currency translation adjustments — — — 3 — 3
Net loss — — — — (32,021) (32,021)
Balance as of June 30, 2024 74,624 75 891,681 (1,336) (487,182) 403,238
Issuance of common stock upon exercise of stock options 4,212 4 40,841 — — 40,845
Vesting of performance stock units and restricted stock units 2,929 3 (3) — — —
Issuance of common stock under employee stock purchase plan 112 — 4,080 — — 4,080
Stock-based compensation — — 88,729 — — 88,729
Equity consideration related to business combination — — 384 — — 384
Foreign currency translation adjustments — — — 706 — 706
Net loss — — — — (18,217) (18,217)
Balance as of June 30, 2025 81,877 82 1,025,712 (630) (505,399) 519,765
Issuance of common stock upon exercise of stock options 1,050 1 10,365 — — 10,366
Vesting of performance stock units and restricted stock units, net of shares withheld for taxes 1,848 2 (21,045) — — (21,043)
Issuance of common stock under employee stock purchase plan 154 — 4,029 — — 4,029
Repurchases of common stock, including excise tax (8,431) (9) — (276,880) (276,889)
Stock-based compensation — — 122,055 — — 122,055
Foreign currency translation adjustments — — — (169) — (169)
Foreign currency impact from dissolution of subsidiary — — — 799 — 799
Net loss — — — — (41,310) (41,310)
Balance as of June 30, 2026 76,498 $ 76 $ 1,141,116 $ — $ (823,589) $ 317,603
See accompanying notes to consolidated financial statements.
64
Table of Contents
INTAPP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended June 30,
Cash Flows from Operating Activities: 2026 2025 2024
Net loss $ (41,310) $ (18,217) $ (32,021)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 17,764 17,672 16,704
Amortization of operating lease right-of-use assets 6,181 5,039 4,781
Accounts receivable allowances 1,116 1,973 3,711
Stock-based compensation 119,983 88,086 59,895
Change in fair value of contingent consideration 506 (1,027) (3,290)
Deferred income taxes (1,077) 448 (22)
Foreign currency impact from dissolution of subsidiary 799 — —
Asset impairments 2,560 — —
Other 185 389 239
Changes in operating assets and liabilities:
Accounts receivable (13,531) 1,170 (5,138)
Unbilled receivables, current 8,843 (6,162) (2,639)
Prepaid expenses and other assets (53) (8,003) (5,740)
Deferred commissions (9,728) (3,716) (4,066)
Accounts payable and accrued liabilities (4,271) 13,491 9,438
Deferred revenue, net 58,673 35,327 28,261
Operating lease liabilities (7,428) (5,132) (4,266)
Other liabilities 7,635 2,191 1,384
Net cash provided by operating activities 146,847 123,529 67,231
Cash Flows from Investing Activities:
Purchases of property and equipment (2,140) (1,673) (2,457)
Capitalized internal-use software costs (8,343) (7,370) (6,398)
Business combinations, net of cash acquired (9) (51,832) (10,973)
Purchase of strategic investments (2,990) (2,000) —
Net cash used in investing activities (13,482) (62,875) (19,828)
Cash Flows from Financing Activities:
Payments for deferred offering costs — — (781)
Proceeds from stock option exercises 10,366 40,845 30,726
Proceeds from employee stock purchase plan 4,029 4,080 3,431
Payments related to tax withholding for vested equity awards (20,291) — —
Payments of contingent consideration and holdback associated with acquisitions (1,669) (3,742) (3,051)
Repurchases of common stock (275,168) — —
Net cash (used in) provided by financing activities (282,733) 41,183 30,325
Effect of foreign currency exchange rate changes on cash and cash equivalents (928) 2,902 (343)
Net (decrease) increase in cash, cash equivalents and restricted cash (150,296) 104,739 77,385
Cash, cash equivalents and restricted cash - beginning of period 313,309 208,570 131,185
Cash, cash equivalents and restricted cash - end of period $ 163,013 $ 313,309 $ 208,570
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents $ 162,813 $ 313,109 $ 208,370
Restricted cash 200 200 200
Total cash, cash equivalents and restricted cash $ 163,013 $ 313,309 $ 208,570
65
Table of Contents
Supplemental Disclosures of Cash Flow Information:
Cash paid for income taxes, net of tax refunds $ 1,330 $ 3,024 $ 2,184
Non-Cash Investing and Financing Activities:
Purchases of property and equipment in accounts payable and accrued liabilities $ 27 $ 583 $ 69
Capitalized internal-use software costs in accounts payable and accrued liabilities $ 136 $ 938 $ 702
Contingent consideration and acquisition holdbacks in accounts payable, accrued expenses and other liabilities $ — $ 1,134 $ 3,052
Issuance of common stock in connection with a business combination $ — $ 384 $ —
Stock-based compensation expense capitalized in internal-use software costs, net $ 2,062 $ 478 $ —
Unpaid accrued tax withholding for vested equity awards $ 752 $ — $ —
Unpaid excise tax on repurchases of common stock $ 1,722 $ — $ —
Accrued transaction cost in advance of closing UBS Credit Agreement $ 339 $ — $ —
See accompanying notes to consolidated financial statements.
66
Table of Contents
Intapp, Inc.
Notes to 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. The Company's 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 AI, the Company's purpose-built vertical SaaS solutions span the critical workflows, 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” in these 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 consolidated financial statements have been prepared in accordance with GAAP and reflect the consolidated results of operations, financial position, and cash flows of the Company and its consolidated subsidiaries, after eliminating all inter-company transactions and balances.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the 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 (“SSP”) 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 assessment; 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 consolidated financial statements.
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 consolidated statements of operations. In addition, the Company has concluded that stock-based compensation disclosed in Note 12. “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 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 balance sheet as total consolidated assets. Other segment items which represent segment expenses that are not significant include interest and other income, net and income tax expense which are reflected in the consolidated statements of operations.
67
Table of Contents
The Company’s property and equipment are primarily located in the U.S. Information about geographic revenues is included in Note 3. “Revenues.”
Revenue Recognition
The Company generates revenues from the sale of its SaaS solutions and premium support services related to SaaS, and subscriptions to the Company’s term software applications and support services related to licenses. The Company generates professional services revenues primarily by delivering professional services for the configuration, implementation and upgrade of its solutions.
Revenue is recognized upon the transfer of control of services or to clients in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products. The Company applies the following framework to recognize revenues:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenues when, or as, the Company satisfies a performance obligation.
The Company records revenues net of applicable sales taxes collected. Sales taxes collected from clients are recorded in other current liabilities in the accompanying consolidated balance sheets and are remitted to state and local taxing jurisdictions based on the filing requirements of each jurisdiction.
SaaS Revenue
SaaS revenues include subscription fees from clients accessing the Company’s SaaS solutions, premium support services related to SaaS, and updates, if any, to the subscribed service during the subscription term. The Company recognizes SaaS revenues ratably over the contract term beginning on the commencement date of each contract, which is the date when the Company’s service is available to its clients. The Company’s contracts with clients typically include a fixed amount of consideration and are generally non-cancelable and without any refund-type provisions. The Company’s SaaS subscriptions are generally sold as annual or multi-year terms with automatic annual renewal provisions on the expiration of the initial term. The initial term of the Company’s SaaS contract is generally one to three years in duration. Contracts with termination for convenience provision in certain multi-year contracts are accounted as an annual contract. Invoice is generally billed in advance on an annual basis for the SaaS and support services upon execution of the initial contract or subsequent renewal.
68
Table of Contents
License Revenue
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. The Company recognizes license revenues related to subscription fees at a point in time when control of the term software application is transferred to the client, which generally occurs at the time of delivery or upon commencement of the renewal term. The Company recognizes license revenues related to support ratably over the term of the support contract which corresponds to the underlying license agreement. Subscription license fees are generally billed in advance on an annual basis over the term of the license arrangement, which is typically non-cancelable.
Professional Services Revenue
Professional services arrangements sold on a time and materials basis are generally invoiced monthly in arrears and revenues are recognized as services are delivered. In instances where professional services arrangements are sold on a fixed price basis, invoicing occurs upon the achievement of project milestones and revenues are recognized over time using an input measure of time incurred to date relative to total estimated time to be incurred at project completion.
Contracts with Multiple Performance Obligations
The Company reviewed and concluded that each of the SaaS subscription, support services, subscription license and professional services noted above are performance obligations that are capable of being distinct. The Company evaluates the terms and conditions included within its client contracts to ensure appropriate revenue recognition, including whether products and services are considered distinct in the context of the contract and therefore should be accounted for separately or combined. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative SSP basis.
The Company uses historical sales transaction data, market conditions and other observable inputs, to determine the SSP for each distinct performance obligation. The Company’s SSP ranges are reassessed periodically or when facts and circumstances change.
Contract Modifications
Contracts may be modified to account for changes in contract scope or price. The Company considers contract modifications to exist when the modification either creates new rights or obligations or changes the existing enforceable rights and obligations of either party. Contract modifications are accounted for prospectively when it results in the promise to deliver additional products and services that are distinct and contract price does not increase by an amount that reflects SSP for the new goods or services.
Contract Balances
Contract Assets
The Company records contract assets when revenue recognized on a contract exceeds the billings. This generally occurs in multi-year subscription license arrangements where control of the software license is transferred at the inception of the contract, but the client is invoiced annually in advance over the term of the license.
Contract Liabilities
Contract liabilities consist of deferred revenues amounts from invoices related to unsatisfied performance obligation where the Company has the right to invoice in advance of revenue being recognized. Deferred revenue expected to be recognized within twelve months of the balance sheet date is classified as current, while amounts exceeding this period are recorded as noncurrent.
69
Table of Contents
Deferred Commissions
The Company capitalizes commissions earned by its sales team as they are considered incremental and recoverable costs of obtaining a contract with a client. Deferred commissions are amortized over a period of benefits that the Company has determined to be generally four years. The Company determines the period of benefits based on its technology development life cycle, expected client relationship period and other factors. Commissions for renewal contracts are amortized over one year. Deferred commissions are amortized based on the pattern of the associated revenue recognition over the related contract term. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations. Deferred commissions are reviewed periodically for impairment. Refer to Note 3. “Revenues” for more information.
Cost of Revenues
Cost of revenues consists primarily of expenses related to providing SaaS solutions, premium support services related to SaaS, support services related to license and professional services to the Company’s clients, including personnel costs (salaries, bonuses, benefits and stock-based compensation) and related expenses for client support and services personnel, as well as cloud infrastructure costs, third-party expenses, depreciation of fixed assets, amortization of capitalized internal-use software costs and acquired intangible assets, and allocated overhead costs.
Research and Development Costs
Research and development expenses include personnel costs (salaries, bonuses, benefits and stock-based compensation) and related expenses associated with engineering and product development employees, costs of third-party services, cloud infrastructure costs, and allocated overhead costs.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense was $1.9 million, $1.6 million, and $1.5 million for fiscal years ended June 30, 2026, 2025, and 2024, respectively.
Stock-Based Compensation
Compensation expense related to stock-based awards made to employees, consultants and directors are calculated based on the fair value of stock-based awards on the date of grant. The Company determines the grant date fair value of the restricted stock units based on the closing price of the Company’s common stock on the date of grant. The Company determines the grant date fair value of stock option awards and stock purchase rights under the 2021 Employee Stock Purchase Plan (“ESPP”) using the Black-Scholes option pricing model, which requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, an assumed risk-free interest rate and the expected dividend yield. The Company uses historical experience and future expectations to determine the expected term, and volatility is based on the historical volatilities of the Company's common stock. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company has never declared or paid any cash dividends on the common stock and does not plan to pay cash dividends on the common stock in the foreseeable future, and, therefore, an expected dividend yield is zero.
The related stock-based compensation for stock option awards and restricted stock units is recognized in the consolidated statements of operations on a straight-line basis, over the period in which a participant is required to provide service in exchange for the stock-based awards, which is generally four years. The Company recognizes compensation expense related to ESPP over the respective offering period, which is 6 months. The Company recognizes forfeitures of stock-based awards as they occur.
The Company has issued performance-based stock options and performance-based stock units that vest based upon continued service through the vesting term and achievement of certain performance conditions established by the Board of Directors for a predetermined period. The Company measures stock-based compensation expense for performance-based stock options based on the estimated grant date fair value determined using the Black-Scholes valuation model. The Company measures the fair value of the performance-based stock units based on the closing price of the Company’s common stock on the date of grant. The Company recognizes compensation expense for such awards in the period in which it becomes probable that the performance target will be achieved. Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and at each reporting period, the Company reassesses 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.
70
Table of Contents
Restricted Cash
Restricted cash represents amounts held as collateral under certain facility lease agreements.
Cash and Cash Equivalents
All highly-liquid investments with a remaining maturity of 90 days or less at the time of purchase are considered to be cash equivalents. Cash equivalents consist primarily of investments in institutional money market funds. The fair value of money market funds held was $100.4 million and $243.2 million as of June 30, 2026 and 2025, respectively.
Accounts Receivable and Allowance for Expected Credit Losses
Accounts receivable are recorded at invoiced amounts, net of allowance for expected credit losses for estimated losses resulting from its clients failing to make required payments for subscriptions or services rendered. The Company evaluates the collectability of its accounts receivable based on known collection risks, historical experience, reasonable and supportable forecasts of future economic conditions and management judgment. Sufficiency of the allowance is assessed based upon knowledge of credit-worthiness of the Company’s clients, review of historical receivable and reserves trends and other pertinent information. Actual future losses from uncollectible accounts may differ from these estimates.
Changes in the allowance for expected credit losses are recorded as general and administrative expense in the consolidated statements of operations and were not material for any of the periods presented.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. Construction-in-progress primarily consists of the construction or development of property and equipment that have not yet been placed into service for their intended use. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the related assets and commences once the asset is ready to be placed in service. Depreciation on property and equipment, excluding leasehold improvements, ranges from two to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the respective assets or the remaining lease term. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the balance sheet and any gain or loss is reflected in operating expenses. Maintenance and repair costs that do not extend the useful life of the assets are expensed as incurred.
Internal-Use Software Costs
Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, or costs related to development of hosted SaaS products are capitalized during the application development stage. Capitalized internal-use software costs are recorded in Property and equipment, net on the Company’s consolidated balance sheets. Once the products are available for general release, capitalized costs are amortized to cost of revenue related to SaaS in the consolidated statements of operations on a straight-line basis over its estimated useful life, which is generally four years. The Company evaluates the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Qualifying implementation costs incurred in cloud computing arrangements incurred during the application development stage are capitalized based on the existing guidance for internal-use software, which is presented as part of the prepaid expenses and other assets based on the term of the associated cloud computing arrangement. The capitalized implementation costs are amortized on a straight-line basis over the term of the associated cloud computing arrangement when the module or component of the cloud computing arrangement is ready for its intended use in the same line item as fees for the associated cloud computing arrangement in the consolidated statements of operations. The Company tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
71
Table of Contents
Goodwill and Acquired Intangible Assets
Goodwill represents the excess purchase price over fair value of net tangible and identifiable intangible assets acquired in a business combination. Goodwill is tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. The Company has determined that it is comprised of one reporting unit for purposes of its annual impairment evaluation. As part of the annual goodwill impairment test, the Company first assesses the qualitative factors to determine whether it is more likely than not that the fair value of the single reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If, as a result of its qualitative assessment, it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed. The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of the single reporting unit with its carrying amount. If the fair value exceeds its carrying amount, no further analysis is required; otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.
Intangible assets resulting from the acquisition of entities are estimated by the Company based on the fair value of assets received. Acquired intangible assets consist of client relationships, non-compete agreements, trademarks and trade names, core technology and backlog and are being amortized on a straight-line basis over the useful life with no calculated residual value, which is generally two to ten years. The Company reviews acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable or that the useful life is shorter than what was originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of each asset group to the estimated undiscounted future net cash flows expected to be generated by the asset group over its remaining life. If the carrying amount of the asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. If the useful life is shorter than originally estimated, the remaining carrying value is amortized over the new shorter useful life.
Impairment Assessment of Long-lived Assets
The Company reviews long-lived assets with finite lives, which include property and equipment, capitalized internal-use software, lease right-of-use (“ROU”) assets and acquired intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable or that the useful life is shorter than what was originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of each asset group to the estimated undiscounted future net cash flows expected to be generated by the asset group over its remaining life. If the carrying amount of the asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. If the useful life is shorter than originally estimated, the remaining carrying value is amortized over the new shorter useful life.
Business Combinations
Business combinations are accounted for using the acquisition method of accounting, where the Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on best estimates and assumptions. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, revenues and expense forecasts based on trends of historical performance and management’s estimate of future performance from a market participant perspective, and estimated future cash flows discounted using a weighted-average cost of capital. Such estimates are inherently uncertain and subject to refinement. The Company continues to collect information and reevaluate these estimates and assumptions and record any adjustments to the preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Expenses incurred in connection with a business combination are expensed as incurred.
72
Table of Contents
Contingent consideration liabilities arising from business combinations are initially measured at fair value on the acquisition date. Each reporting period thereafter, these obligations are revalued and increases or decreases to the fair value are recorded as adjustments to general and administrative expense in the 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 income, net on the consolidated statements of operations.
Strategic Investments
Strategic investments consist of equity investments in privately-held companies, which are classified as other assets on the consolidated balance sheets. The Company’s strategic investments do not have readily determinable fair values. These 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 income, net on its 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.
Fair Value of Financial Instruments
The Company applies authoritative guidance for fair value measurements and disclosures for financial assets and liabilities measured on a recurring basis and nonfinancial assets and liabilities. Assets and liabilities recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
Leases
The Company leases its office space under non-cancelable operating lease agreements. The Company determines whether an arrangement constitutes a lease and records lease liabilities and ROU assets on its consolidated balance sheets at the lease commencement date. Lease liabilities are measured based on the present value of the total lease payments not yet paid, discounted based on either the rate implicit in the lease or the Company’s incremental borrowing rate, whichever is more readily determinable. Lease liabilities due within 12 months are included within other current liabilities on the Company’s consolidated balance sheets. The incremental borrowing rate is based on an estimate of the Company’s expected senior unsecured borrowing rate based on synthetic credit rating, adjusted for collateralization. ROU assets are measured based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the lease commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives received, incurred or payable under the lease. Recognition of rent expense begins when the lessor makes the underlying asset available to the Company.
The Company does not assume renewals or early terminations of its leases unless it is reasonably certain to exercise these options at commencement and does not allocate consideration between lease and non-lease components. The Company does not recognize ROU assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.
ROU assets are evaluated for impairment whenever events or changes in the circumstances indicate that the carrying amount may not be recoverable.
Foreign Currency
The functional currency for all of the Company’s foreign subsidiaries is the U.S. dollar, except Rekoop Ltd., whose functional currency was the British pound prior to its liquidation during the fiscal year ended June 30, 2026. The Company translates the foreign functional currency financial statements to U.S. dollars for those entities that do not have U.S. dollars as their functional currency using the exchange rates at the balance sheet date for assets and liabilities, the period average exchange rates for revenues and expenses, and the historical exchange rates for equity transactions. The effects of foreign currency translation adjustments are reflected in stockholders’ equity as a component of accumulated other comprehensive loss.
73
Table of Contents
Foreign currency transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are recorded within interest and other income, net in the consolidated statements of operations.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss, which is reported in the accompanying consolidated statements of stockholders’ equity, consists of net loss and foreign currency translation adjustments. The Company’s other comprehensive loss consists of changes in the cumulative effect of translation of financial statements of certain wholly owned foreign subsidiaries that do not have U.S. dollars as their functional currency.
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 balance sheet 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 any of the fiscal years ended June 30, 2026, 2025, and 2024. As of June 30, 2026 and 2025, one client individually accounted for 14% and 17% of the Company’s total accounts receivable, respectively.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more-likely-than-not to be realized. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.
The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law, and the specific facts and circumstances as of each reporting period. The Company establishes liabilities or reduce assets for uncertain tax positions when the Company believes certain tax positions are more likely than not of not being sustained if challenged. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies.
Net Loss Per Share
The Company’s basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
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 effective June 30, 2026. For further information, refer to Note 13. “Income Taxes”.
74
Table of Contents
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 July 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 does not expect the adoption to have a material impact on the 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 were as follows (in thousands):
Year Ended June 30,
2026 2025 2024
U.S. $ 391,737 $ 339,030 $ 292,009
U.K. 93,998 79,089 64,199
Rest of the world 92,070 86,001 74,315
Total $ 577,805 $ 504,120 $ 430,523
No country other than those listed above accounted for 10% or more of the Company’s total revenues during the fiscal years ended June 30, 2026, 2025, and 2024.
Deferred Commissions
Deferred commissions were $46.1 million and $36.4 million as of June 30, 2026 and 2025, respectively. Amortization expense with respect to deferred commissions, which is included in sales and marketing expense in the Company’s consolidated statements of operations, was $20.7 million, $16.5 million, and $14.8 million during the fiscal years ended June 30, 2026, 2025, and 2024, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented.
Contract Balances
The Company’s contract assets and liabilities were as follows (in thousands):
June 30, 2026 June 30, 2025
Unbilled accounts receivable(1) $ 10,619 $ 19,519
Deferred revenue, net 317,669 258,996
(1)The long-term portion of unbilled accounts receivable is nil and $57 thousand as of June 30, 2026 and 2025, respectively, and is included in other assets on the consolidated balance sheets.
75
Table of Contents
There was no allowance for credit losses associated with unbilled receivables as of June 30, 2026 and 2025. During the fiscal year ended June 30, 2026, the Company recognized $255.8 million in revenue pertaining to deferred revenue as of June 30, 2025.
Remaining Performance Obligations
Remaining performance obligations represent non-cancelable contracted revenues that have not yet been recognized, which include 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 June 30, 2026, approximately $833.0 million of revenues is expected to be recognized from remaining performance obligations with approximately 57% over the next 12 months and the remainder thereafter.
Note 4. Business Combinations
TermSheet
On April 21, 2025, the Company through its wholly owned subsidiary, acquired a 100% equity interest in TermSheet, LLC, a Delaware limited liability company (“TermSheet”), a provider of software for real estate teams. Bringing together Intapp’s product and TermSheet creates a strong team of industry experts and will deliver a powerful operating system tailored to the complex needs of the commercial real estate industry. The transaction has been accounted for as a business combination.
The goodwill balance is primarily attributable to the expected revenue opportunities with the Company’s applications and services offerings, acquired workforce, and other assets that are not separately identifiable. This transaction is accounted for as an asset acquisition for tax purposes, and therefore both the goodwill and acquired intangible asset are deductible for tax purposes.
As part of the purchase price allocation, the Company recognized identifiable intangible assets of $3.2 million for customer relationships and $9.0 million for developed technology. The fair values of these intangible assets were determined using valuation techniques that rely on significant unobservable inputs and are therefore classified as Level 3 measurements within the fair value hierarchy.
The fair value of the customer relationships was estimated using the multi-period excess earnings method, an income-based valuation approach that considers expected future cash flows and contributory asset charges. The estimated useful life of the customer relationships is seven years, based on historical customer retention and the expected economic benefit to the Company. The fair value of the developed technology was determined using the relief-from-royalty method, which estimates value based on projected revenue, an assumed royalty rate, and a risk-adjusted discount rate. The developed technology is being amortized over an estimated useful life of four years, based on the anticipated period of technological relevance and product development cycles.
Acquisition-related transaction costs of $0.5 million, consisting primarily of third-party professional fees, were expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statement of operations for the fiscal year ended June 30, 2025.
In connection with the acquisition of TermSheet during fiscal year ended June 30, 2025, the Company is 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. The entire amount was accounted for as post-combination compensation costs to be recognized over the performance measurement period, when it becomes probable that the performance target will be achieved. The Company reassesses the probability of achievement of the performance conditions at each reporting period and any change in expense resulting from an adjustment to estimates is treated as a cumulative catch-up in the period of the adjustment. The deferred consideration liability was included in other current liabilities and other liabilities on the consolidated balance sheets and the related expenses are classified in the consolidated statements of operations based on the nature of the services rendered.
76
Table of Contents
The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During the fiscal year ended June 30, 2026, the Company recorded measurement period adjustments which did not have material impacts on goodwill. The following table summarizes the allocation of the consideration to the fair values of the assets acquired and liabilities assumed, inclusive of measurement period adjustments (in thousands):
Amount
Cash paid $ 51,049
Fair value of equity consideration 384
Total purchase consideration $ 51,433
Goodwill $ 39,595
Client relationships 3,180
Trademarks and trade names 22
Core technology 9,030
Backlog 27
Net liabilities acquired (421)
Total $ 51,433
Pro forma financial information related to this acquisition has not been presented as the effects of the acquisition described above were not material to the Company’s consolidated financial results. Revenue and net loss attributable to TermSheet included in the Company's consolidated statement of operations for the fiscal year ended June 30, 2025 were not material.
delphai
On April 3, 2024, the Company, through its wholly owned subsidiary, acquired a 100% equity interest in delphai GmbH (“delphai”), a company which specializes in applied AI for firmographic data automation, structuring and intelligence. The transaction has been accounted for as a business combination.
The goodwill balance is primarily attributable to the expected revenue opportunities with the Company’s applications and services offerings, other unidentified assets and acquired workforce. The goodwill recorded is not expected to be deductible for income tax purposes.
Acquisition-related transaction costs of $0.9 million, consisting primarily of third-party professional fees, were expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statement of operations for the fiscal year ended June 30, 2024.
The following table summarizes the allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):
Amount
Cash paid $ 11,818
Holdback 1,691
Total purchase consideration $ 13,509
Goodwill $ 5,433
Core technology 6,800
Net assets acquired (inclusive of deferred tax assets of $253) 1,276
Total $ 13,509
Pro forma financial information related to this acquisition has not been presented as the effects of the acquisition described above were not material to the Company’s consolidated financial results. Revenue and net loss attributable to delphai included in the Company's consolidated statement of operations for the fiscal year ended June 30, 2024 were not material.
77
Table of Contents
TDI
On May 1, 2024, the Company, through its wholly owned subsidiary, acquired a 100% equity interest in Transform Data International B.V. and its subsidiaries (“TDI”), a software and professional services provider and reseller of Intapp's products. The transaction has been accounted for as a business combination.
The goodwill balance is primarily attributable to the expected revenue opportunities with the Company’s applications and services offerings, other unidentified assets and acquired workforce. The goodwill recorded is not expected to be deductible for income tax purposes.
Acquisition-related transaction costs of $0.7 million, consisting primarily of third-party professional fees, were expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations for the fiscal year ended June 30, 2024.
In connection with the acquisition of TDI, the Company paid $0.9 million to the seller for certain working capital adjustments during the fiscal year ended June 30, 2025. This was included in the initial purchase price and is recorded in investing activities in the Company's consolidated statements of cash flows.
The following table summarizes the allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):
Amount
Cash paid $ 2,149
Deferred consideration 1,262
Fair value of contingent consideration 99
Total purchase consideration $ 3,510
Goodwill $ 1,639
Core technology 1,265
Net assets acquired (inclusive of deferred tax liabilities of $240) 606
Total $ 3,510
Pro forma financial information related to this acquisition has not been presented as the effects of the acquisition described above were not material to the Company’s consolidated financial results. Revenue and net loss attributable to TDI included in the Company's consolidated statement of operations for the fiscal year ended June 30, 2024 were not material.
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 fiscal year ended June 30, 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 17. “Restructuring.”
78
Table of Contents
Note 5. Goodwill and Intangible Assets
Goodwill
Changes in the carrying amounts of goodwill were as follows (in thousands):
Carrying Amount
Balance as of June 30, 2024 $ 285,969
Goodwill acquired during the period 39,586
Foreign currency translation adjustment 705
Balance as of June 30, 2025 $ 326,260
Purchase price adjustment 9
Foreign currency translation adjustment (168)
Balance as of June 30, 2026 $ 326,101
No impairment of goodwill has been recorded for the fiscal years ended June 30, 2026, 2025, and 2024.
Intangible Assets
Intangible assets acquired through business combinations consisted of the following (in thousands):
June 30, 2026
Useful Life (In years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Client relationships 9 to 15 $ 52,074 $ (36,934) $ 15,140
Non-compete agreements 3 to 5 4,907 (4,850) 57
Trademarks and trade names Indefinite 4,778 — 4,778
Trademarks and trade names 5 to 10 3,625 (3,625) —
Core technology 2 to 7 68,090 (59,064) 9,026
Backlog 2 1,027 (1,027) —
Intangible assets, net $ 134,501 $ (105,500) $ 29,001
June 30, 2025
Useful Life (In years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Client relationships 9 to 15 $ 52,080 $ (33,004) $ 19,076
Non-compete agreements 3 to 5 4,907 (4,651) 256
Trademarks and trade names Indefinite 4,683 — 4,683
Trademarks and trade names 5 to 10 7,844 (6,199) 1,645
Core technology 2 to 7 69,614 (54,595) 15,019
Backlog 2 1,027 (1,007) 20
Intangible assets, net $ 140,155 $ (99,456) $ 40,699
79
Table of Contents
Amortization expense related to acquired intangible assets was recognized as follows (in thousands):
Year Ended June 30,
2026 2025 2024
Cost of SaaS $ 5,993 $ 6,541 $ 4,778
Sales and marketing 4,391 4,696 5,599
General and administrative 199 616 652
Total amortization expense $ 10,583 $ 11,853 $ 11,029
During the fiscal year ended June 30, 2026, the Company recorded a non-cash impairment charge of $1.2 million related to certain intangible assets in connection with strategic rebranding initiatives, under which the Company discontinued the use of the affected trade names. The impairment charge represents the excess of the carrying value of the trade name intangible assets over its estimated fair value and is included in general and administrative expenses in the consolidated statements of operations.
As of June 30, 2026, the estimated future amortization expense for acquired intangible assets is as follows (in thousands):
Fiscal Year Ending June 30, Amount
2027 $ 7,412
2028 6,915
2029 5,030
2030 2,295
2031 1,365
2032 and thereafter 1,206
Total remaining amortization $ 24,223
Note 6. Fair Value Measurements
Financial Assets
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. 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.
80
Table of Contents
The following table sets forth the Company’s financial assets that were measured at fair value on a recurring basis as of the date indicated by level within the fair value hierarchy (in thousands):
June 30, 2026
Level 1 Level 2 Level 3 Total
Financial assets:
Cash equivalents:
Money market funds $ 100,384 $ — $ — $ 100,384
Other assets:
Convertible debt instrument $ — $ — $ 2,990 $ 2,990
Total financial assets $ 100,384 $ — $ 2,990 $ 103,374
June 30, 2025
Level 1 Level 2 Level 3 Total
Financial assets:
Cash equivalents:
Money market funds $ 243,232 $ — $ — $ 243,232
Other assets:
Convertible debt instrument $ — $ — $ — $ —
Total financial assets $ 243,232 $ — $ — $ 243,232
Strategic Investments
As of June 30, 2026 and 2025, the total amount of strategic investments included in other assets on the Company’s 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.
Financial Liabilities
In connection with the acquisition of TDI, the Company recorded a contingent consideration 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. During the fiscal year ended June 30, 2026, as a result of the Netherlands Restructuring Plan, the Company accelerated and paid $1.2 million related to the contingent consideration liability. Accordingly, the contingent consideration liability was nil and $0.1 million as of June 30, 2026 and 2025, respectively, which were included in other liabilities on the consolidated balance sheets.
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 fiscal year ended June 30, 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 fiscal year ended June 30, 2026, the Company made a fair value adjustment based on a finalized targeted earnout true-up and paid $0.5 million. Accordingly, the contingent consideration liability was nil as of June 30, 2026 and 2025, respectively.
The fair value of contingent consideration was initially estimated on the acquisition date primarily 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 results from management’s revision of key assumptions and estimates. Changes in fair value of contingent consideration liabilities are recorded in general and administrative expenses on the 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 income, net on the consolidated statements of operations.
81
Table of Contents
Changes in contingent consideration liabilities were as follows (in thousands):
Year Ended June 30,
2026 2025
Balance, beginning of period $ 86 $ 2,558
Payment of contingent consideration (645) (1,401)
Change of contingent consideration 566 (1,027)
Effect of foreign currency exchange rate changes (7) (44)
Balance, end of period $ — $ 86
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.
Note 7. Property and Equipment
Property and equipment, net, consisted of the following (in thousands):
June 30, 2026 June 30, 2025
Computer equipment and software $ 5,681 $ 4,921
Capitalized internal-use software 41,249 31,564
Furniture and office equipment 2,620 2,459
Leasehold improvements 6,657 6,543
Total property and equipment 56,207 45,487
Less: accumulated depreciation and amortization (29,243) (22,330)
Property and equipment, net $ 26,964 $ 23,157
Depreciation expense, excluding the amortization of capitalized internal-use software costs, was $2.2 million, $2.1 million, and $2.1 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively. The impairment charges were not significant for any of the periods presented.
Refer to Note 8. “Internal-Use Software Costs” for additional information related to capitalized internal-use software costs.
Note 8. Internal-Use Software Costs
Capitalized Internal-Use Software
Capitalized internal-use software costs, net consisted of the following (in thousands):
June 30, 2026 June 30, 2025
Capitalized internal-use software costs $ 41,249 $ 31,564
Less: Accumulated amortization (18,991) (13,958)
Capitalized internal-use software costs, net $ 22,258 $ 17,606
Activity related to capitalized internal-use software costs was as follows (in thousands):
Year Ended June 30,
2026 2025 2024
Additions to capitalized internal-use software (1) $ 9,685 $ 8,085 $ 6,723
Amortization (2) $ 5,033 $ 3,726 $ 3,597
(1)Additions to capitalized stock-based compensation costs, which are included in these amounts, was $2.2 million, $0.5 million, and not material during the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
(2)Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts was not material for the periods presented.
82
Table of Contents
The Company has not recorded any material impairment charges in any of the periods presented.
Capitalized Cloud Computing Implementation Costs
Capitalized cloud computing implementation costs, net consisted of the following (in thousands):
June 30, 2026 June 30, 2025
Capitalized cloud computing implementation costs $ 9,528 $ 8,464
Less: Accumulated amortization (2,923) (865)
Capitalized cloud computing implementation costs, net $ 6,605 $ 7,599
Capitalized cloud computing implementation costs included in prepaid expenses $ 2,798 $ 1,979
Activity related to capitalized cloud computing implementation costs was as follows (in thousands):
Year Ended June 30,
2026 2025 2024
Additions to capitalized cloud computing implementation costs (1) $ 2,230 $ 4,371 $ 4,093
Amortization (2) $ 2,058 $ 865 $ —
(1)Additions to capitalized stock-based compensation expense, which are included in these amounts, was $0.1 million, $0.2 million, and not material for fiscal years ended June 30, 2026, 2025, and 2024, respectively.
(2)Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts was not material for the periods presented.
During the fiscal year ended June 30, 2026, the Company recorded impairment charges from its digital transformation initiative of $1.2 million which were included in general and administrative expense on the consolidated statement of operations. The Company did not record any material impairment charges for the fiscal years ended June 30, 2025 and June 30, 2024.
Note 9. Leases
The Company leases the majority of its office space in the U.S., U.K., Portugal, Germany, 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 five years.
During the fiscal year ended June 30, 2025, the Company amended the lease in Palo Alto, California to extend the existing leased office space for an additional twelve months through August 2026. In June 2026, the Company further amended the lease in Palo Alto to extend the existing leased office space through August 2028. The Company accounts for these lease extensions as lease modifications and recorded an adjustment of $4.7 million and $2.5 million to the operating ROU asset and operating lease liability on the consolidated balance sheets as of June 30, 2026 and 2025, respectively.
The components of lease costs were as follows (in thousands):
Year Ended June 30,
Operating Leases: 2026 2025 2024
Operating lease cost $ 7,576 $ 6,612 $ 6,353
Short-term lease cost 1,173 1,817 1,290
Variable lease cost 504 477 455
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:
Lease Term and Discount Rate: June 30, 2026 June 30, 2025
Weighted-average remaining lease term (in years) 3.3 4.4
Weighted-average discount rate 6.6 % 6.8 %
83
Table of Contents
The following table presents supplemental cash flow information related to the Company’s operating leases (in thousands):
Year Ended June 30,
2026 2025
Cash payments included in the measurement of operating lease liabilities $ 8,804 $ 6,847
ROU assets obtained in exchange for new operating lease liabilities 7,630 2,084
Current operating lease liabilities of $7.0 million and $6.5 million were included in other current liabilities on the Company’s consolidated balance sheets as of June 30, 2026 and 2025, respectively.
As of June 30, 2026, remaining maturities of operating lease liabilities are as follows (in thousands):
Fiscal Year Ending June 30, Amount
2027 $ 8,216
2028 7,906
2029 5,559
2030 3,720
2031 —
2032 and thereafter —
Total lease payments 25,401
Less: imputed interest (2,565)
Present value of operating lease liabilities $ 22,836
Note 10. Commitments and Contingencies
Other Purchase Commitments
The Company’s other purchase commitments primarily consist of third-party cloud infrastructure and support services and software subscriptions. Future minimum payments under the Company’s non-cancelable purchase commitments as of June 30, 2026 are as follows (in thousands):
Year Ending June 30, Amount
2027 $ 6,536
2028 4,361
2029 1,941
2030 944
2031 944
2032 and thereafter 433
$ 15,159
In December 2021, the Company entered into an agreement with Microsoft, 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 twelve month period to the end of December 2029. As of June 30, 2026, the Company had $54.0 million remaining on this commitment.
84
Table of Contents
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 would individually or in the aggregate have a material adverse effect on the business, operating results, or financial condition.
Note 11. 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 “JPMorgan Credit Agreement”) among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan”). The JPMorgan Credit Agreement provided for a five-year, senior secured revolving credit facility of $100.0 million with a subfacility for letters of credit in the aggregate amount of up to $10.0 million (the “JPMorgan Credit Facility”). The JPMorgan Credit Agreement also provided 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 bore interest, at the Company’s election, at an annual rate based on either (a) an adjusted SOFR (as described in the JPMorgan Credit Agreement) plus a percentage spread (ranging from 1.75% to 2.50%) or (b) an alternate base rate (as described in the JPMorgan 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 was accrued 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 JP Morgan Credit Agreement, the Company also entered into a pledge and security agreement (the “JPMorgan 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 were 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 JPMorgan Credit Agreement provided that the Company must maintain compliance with a maximum consolidated total net leverage ratio covenant, as determined in accordance with the JPMorgan Credit Agreement. It also contained 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 June 30, 2026. As of June 30, 2026, there were no outstanding borrowings under the JPMorgan Credit Facility.
Subsequent to fiscal year ended June 30, 2026, on July 7, 2026, the Company entered into a Credit Agreement, (the “UBS Credit Agreement”) among the Company, the guarantors party thereto, the lenders party thereto and UBS AG, Stamford Branch, as Administrative Agent (“UBS”). For further information, refer to Note 18. “Subsequent Event”.
Note 12. 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 ESPP. The 2021 Plan provides for the grant of restricted shares, RSUs, performance shares, 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.
Both the 2021 Plan and ESPP include a provision to increase the share reserves on July 1 of each year through 2031. On July 1, 2026, 4,230,336 and 846,067 shares were added to the 2021 Plan and ESPP, respectively.
85
Table of Contents
As of June 30, 2026, shares of common stock reserved for future issuance were as follows (in thousands):
June 30, 2026
Stock plans:
Outstanding stock options 1,567
Unvested PSUs and RSUs 6,505
Reserved for ESPP 4,261
Reserved for future stock award grants 7,489
Total shares of common stock reserved for issuance 19,822
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.
Stock option activity under the Company’s equity incentive plans during the fiscal years ended June 30, 2026 and 2025 was as follows (in thousands, except per share data):
Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) AggregateIntrinsicValue (1)
Balance as of June 30, 2024 6,866 $ 10.40 4.4 $ 180,360
Exercised (4,212) 9.70
Forfeited (26) 21.91
Balance as of June 30, 2025 2,628 $ 11.42 3.8 $ 105,632
Exercised (1,050) 9.90
Forfeited (11) 17.54
Balance as of June 30, 2026 1,567 $ 12.39 3.3 $ 20,343
Vested and exercisable as of June 30, 2026 1,567 $ 12.39 3.3 $ 20,343
Vested and expected to vest as of June 30, 2026 1,567 $ 12.39 3.3 $ 20,343
(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 fiscal years ended June 30, 2026 and June 30, 2025. The total intrinsic value of stock options exercised during the fiscal years ended June 30, 2026, 2025, and 2024 was $30.6 million, $179.9 million, and $86.7 million, respectively.
During the fiscal years ended June 30, 2026, 2025, and 2024, the proceeds from option exercises totaled $10.4 million, $40.8 million and $30.7 million, respectively.
86
Table of Contents
PSUs and RSUs
During the fiscal year ended June 30, 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 consolidated profitability targets, and continued service conditions. The Company also granted RSUs to certain employees that vest based on continued service.
PSU activity during the fiscal years ended June 30, 2026 and 2025 was as follows (in thousands, except per share data):
Number of Shares Weighted- Average Grant Date Fair Value
Balance as of June 30, 2024 2,550 $ 29.48
Granted 1,224 40.43
Vested (1,586) 27.18
Forfeited (178) 29.32
Balance as of June 30, 2025 2,010 $ 37.98
Granted 1,073 45.83
Vested (867) 38.46
Forfeited (299) 34.57
Balance as of June 30, 2026 1,917 $ 42.69
RSU activity during the fiscal years ended June 30, 2026 and 2025 was as follows (in thousands, except per share data):
Number of Shares Weighted- Average Grant Date Fair Value
Balance as of June 30, 2024 2,524 $ 30.84
Granted 2,479 47.20
Vested (1,338) 34.12
Forfeited (359) 35.55
Balance as of June 30, 2025 3,306 $ 41.27
Granted 3,611 32.14
Vested (1,776) 36.76
Forfeited (553) 40.05
Balance as of June 30, 2026 4,588 $ 35.97
87
Table of Contents
Stock-Based Compensation Expense
The Company recorded stock-based compensation expense on the consolidated statements of operations as follows (in thousands):
Year Ended June 30,
2026 2025 2024
Cost of revenues
Cost of SaaS $ 3,814 $ 3,174 $ 1,740
Cost of license 706 709 552
Cost of professional services 5,032 6,026 5,030
Research and development 36,281 24,309 14,854
Sales and marketing 35,641 24,557 17,312
General and administrative 38,509 29,311 20,407
Total stock-based compensation $ 119,983 $ 88,086 $ 59,895
The Company recognized related income tax benefit of $3.1 million, $2.5 million, and $1.1 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
In connection with certain restructuring activities, the Company modified and accelerated the vesting of certain RSU awards held by individuals impacted by the restructuring. The modification affected 15 individuals and a total of 40,951 PSU and RSU awards. As a result of this modification, the Company accelerated and recognized $1.6 million of stock-based compensation expense during the fiscal year ended June 30, 2026.
As of June 30, 2026, there was approximately $177.0 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 2.2 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 fiscal years ended June 30, 2026 and 2025, 154,345 shares and 112,489 shares were purchased under the ESPP, respectively.
The fair value of ESPP shares was estimated using the Black-Scholes option valuation model with the following weighted-average assumptions:
Year Ended June 30,
2026 2025 2024
Expected dividend yield 0 % 0 % 0 %
Risk-free interest rate 3.8 % 4.4 % 5.4 %
Expected volatility 55 % 47 % 46 %
Expected term (in years) 0.5 0.5 0.5
As of June 30, 2026, total unrecognized compensation cost related to the ESPP was $0.7 million, which will be amortized over a weighted-average vesting term of 0.4 years.
88
Table of Contents
Note 13. Income Taxes
The components of net loss before income taxes are as follows (in thousands):
Year Ended June 30,
2026 2025 2024
U.S. $ (48,232) $ (30,981) $ (34,220)
Foreign 10,996 14,843 4,314
Total $ (37,236) $ (16,138) $ (29,906)
The income tax expense consists of the following (in thousands):
Year Ended June 30,
2026 2025 2024
Current:
Federal $ — $ — $ —
State 293 253 1,307
Foreign 4,858 1,378 830
5,151 1,631 2,137
Deferred:
Federal — — —
State (27) (84) 34
Foreign (1,050) 532 (56)
(1,077) 448 (22)
Income tax expense $ 4,074 $ 2,079 $ 2,115
89
Table of Contents
The income tax expense (benefit) differs from the amount computed by applying the statutory federal income tax rate after the adoption of ASU 2023-09 as follows (in thousands):
Year Ended June 30, 2026
Amount %
US federal statutory tax rate (country of domicile) $ (7,820) 21 %
State & local income taxes, net of federal effect (a) (413) 1 %
Foreign tax effects
Germany
Local Taxes 735 (2) %
Other 310 (1) %
Netherlands 428 (1) %
Other foreign jurisdiction 25 — %
Changes in tax laws or rates in current period — — %
Cross border tax laws
Global intangible low-taxed income 1,785 (5) %
Other 255 (1) %
Tax credits
Research and development (“R&D”) credits (6,216) 17 %
Changes in valuation allowance 5,622 (15) %
Nontaxable or nondeductible items
Nondeductible executive compensation 6,780 (18) %
Stock-based compensation (191) 1 %
Other 291 (1) %
Changes in unrecognized tax benefits 2,483 (7) %
Income tax expense / Effective tax rate $ 4,074 (11) %
(a) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, New York and New York City.
The income tax expense differs from the amount computed by applying the statutory federal income tax rate prior to the adoption of ASU 2023-09 as follows (in thousands):
Year Ended June 30,
2025 2024
Federal tax expense (benefit):
At statutory rate $ (3,389) $ (6,280)
State tax, net of federal benefit 205 935
Research and development credits (2,890) (2,943)
Stock-based compensation (29,058) (9,364)
Acquisition-related transaction costs (61) 162
Change in valuation allowance 37,771 19,448
Other (499) 157
Income tax expense $ 2,079 $ 2,115
90
Table of Contents
Deferred tax assets and liabilities are as follows (in thousands):
Year Ended June 30,
2026 2025
Deferred tax assets:
Nondeductible accrued expenses $ 4,106 $ 2,614
Net operating loss carryforwards 51,207 47,217
Research and development credits 19,265 13,773
Section 174 capitalization 72,537 74,073
Stock-based compensation 7,952 6,594
Interest carryforwards 5,846 10,828
Lease liability 5,528 —
Intangible assets 913 —
Deferred revenue 240 201
Other 43 36
Valuation allowance (149,209) (144,693)
Total deferred tax assets 18,428 10,643
Deferred tax liabilities:
Deferred sales commission (8,728) (7,133)
Fixed assets (5,035) (4,115)
Right-of-use assets (4,745) —
Intangible assets — (551)
Total deferred tax liabilities (18,508) (11,799)
Net deferred tax liabilities $ (80) $ (1,156)
As of June 30, 2026, the Company has federal and state net operating loss carryforwards of approximately $194.9 million and $171.8 million, respectively, which expire beginning in fiscal year 2034 for federal and fiscal year 2027 for certain states.
As of June 30, 2026, the Company has federal and state research credits carryforwards of approximately $22.0 million and $9.3 million, respectively, expiring beginning in fiscal year 2027 for federal. The state credits can be carried forward indefinitely.
Federal and state tax laws impose substantial restrictions on the utilization, for tax purposes, of net operating loss and credit carryforwards in the event of an ownership change as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company’s ability to utilize these carryforwards may be limited as a result of such ownership change. Such a limitation could result in the expiration of carryforwards before they are utilized.
In assessing the need for a valuation allowance, the Company considered all available evidence both positive and negative, including historical levels of income, legislative developments, expectations and risks associated with estimates of future taxable income, and prudent and feasible tax planning strategies.
As a result of this analysis as of June 30, 2026 and 2025, the Company has determined that it is more likely than not that it will not realize the benefits of its deferred tax assets due to continuing losses, and therefore has recorded a valuation allowance of $149.2 million and $144.7 million, respectively, to reduce the carrying value of its deferred tax assets.
At June 30, 2026, the Company asserts that it will not permanently reinvest its foreign earnings outside the U.S. The Company anticipates that the cash from its foreign earnings may be used to fund operations domestically, settle a portion of the outstanding debt obligations, or used for other business needs. The accumulated undistributed earnings generated by its foreign subsidiaries was approximately $52.7 million. Substantially all of these earnings will not be taxable upon repatriation to the U.S. since under the Tax Cuts and Jobs Act, they will be treated as previously taxed income or benefit from the dividends received deduction. The withholding taxes related to the distributable earnings of the Company’s foreign subsidiaries are not expected to be material.
91
Table of Contents
It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of June 30, 2026 and 2025, the Company had no accrued interest and penalties related to uncertain tax positions.
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 currently under audit by the Internal Revenue Service and by the German tax authorities. Our tax returns remain open to examination as follows: U.S. federal and states, all tax years; and significant foreign jurisdictions, generally 2020 through 2025.
The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):
June 30,
2026 2025 2024
Beginning of the year, unrecognized tax benefits $ 8,522 $ 6,876 $ 5,311
Increases, prior year tax positions 653 119 173
Increases, current year tax positions 1,830 1,527 1,392
End of the year, unrecognized tax benefits $ 11,005 $ 8,522 $ 6,876
As of June 30, 2026 and 2025, unrecognized tax benefits approximated $11.0 million and $8.5 million, respectively, of which none of the tax benefits would affect the effective tax rate if recognized. There are no interest and penalties accrued as of June 30, 2026.
Cash paid for income taxes, net of refunds received, for the fiscal year ended June 30, 2026 is as follows (in thousands):
Year Ended June 30, 2026
Federal $ —
State
New York 144
New York City 86
Illinois (111)
Other 162
Foreign
Australia 69
Netherlands 612
United Kingdom 196
Portugal 102
Other 70
Total cash paid for income taxes, net of refunds received $ 1,330
Note 14. 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.
92
Table of Contents
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):
Year Ended June 30,
2026 2025 2024
Numerator:
Net loss $ (41,310) $ (18,217) $ (32,021)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted 79,618 78,710 71,488
Net loss per share, basic and diluted $ (0.52) $ (0.23) $ (0.45)
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):
Year Ended June 30,
2026 2025 2024
Outstanding stock options to purchase common stock 1,567 2,628 6,866
Unvested PSUs and RSUs 6,505 5,316 5,137
Shares issuable under ESPP 103 57 12
Total 8,175 8,001 12,015
Note 15. 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 fiscal year ended June 30, 2026, the Company repurchased approximately 8.4 million shares of its common stock for $275.0 million, excluding broker fees (consisting of $150.0 million under the program authorized on August 7, 2025 and $125.0 million under the program authorized on January 29, 2026). The repurchased shares of common stock were retired. As of June 30, 2026, $75.0 million remained available and authorized for repurchases. Additionally, in connection with the share repurchase, the Company accrued $1.7 million of excise tax for the fiscal year ended June 30, 2026.
93
Table of Contents
Note 16. Employee Benefit Plans
On December 22, 2012, the Company adopted a 401(k) plan (the “401(k) Plan”) for all U.S. employees who have met certain eligibility requirements. Under the 401(k) Plan, employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The Company may make discretionary and matching contributions to the 401(k) Plan. Employees are immediately vested 100% in the Company’s matching contributions. The Company incurred matching expenses of $4.9 million, $4.7 million, and $4.3 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively. The Company also offers pension benefits through company funded employee contributions in the U.K., Australia, Singapore, Germany, Netherlands, Ireland, and Canada for employees who have met certain eligibility requirements. The Company incurred employee pension contribution expenses of $3.2 million, $2.8 million, and $2.4 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
Note 17. 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 fiscal year ended June 30, 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 costs 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 fiscal year ended June 30, 2026. The Company finalized the Netherlands Restructuring Plan in the fourth quarter of fiscal year 2026.
Additionally, during the fiscal year ended June 30, 2026, the Company undertook various other restructuring activities (the "Other Plans") to prioritize the Company's investments and resources and optimize its organizational structure to further support its long-term growth strategy. As part of the Other Plans, the Company incurred a total of $4.9 million in restructuring charges, which included $4.0 million severance and related benefits and charges of $0.9 million related to stock-based compensation for acceleration of certain equity awards. The Company plans to substantially complete the Other Plans by the first quarter of fiscal year 2027.
Other restructuring costs for the fiscal year ended June 30, 2025 were not material.
The following tables summarize the Company's restructuring costs in the consolidated statements of operations as follows (in thousands):
Year Ended June 30, 2026
Severance Stock-based Compensation Others Total, Netherlands Restructuring Plan Other Plans Total
Cost of revenues
Cost of SaaS $ 37 $ 26 $ — $ 63 $ 33 $ 96
Cost of license 8 — — 8 2 10
Cost of professional services 52 20 — 72 77 149
Research and development 772 654 1,744 3,170 4,202 7,372
Sales and marketing — — — — 146 146
General and administrative — — 156 156 406 562
Total restructuring costs $ 869 $ 700 $ 1,900 $ 3,469 $ 4,866 $ 8,335
Changes in the carrying amount of restructuring liabilities included in Accrued expenses on the consolidated balance sheets, were as follows (in thousands):
94
Table of Contents
Year Ended June 30,
2026
Beginning of the period $ 166
Accrual reclassification(1) 2,066
Restructuring costs 4,849
Cash payments (3,830)
End of the period $ 3,251
(1) TDI related contingent and deferred consideration, and accrued bonus previously accrued in other current and other long-term liabilities and accrued compensation, respectively.
Note 18. Subsequent Event
On July 7, 2026, the Company entered into a Credit Agreement, (the “UBS Credit Agreement”) among the Company, the guarantors party thereto, the lenders party thereto and UBS AG, Stamford Branch, as Administrative Agent (“UBS”). The UBS Credit Agreement provides for a five-year, senior secured revolving credit facility of $150 million with a subfacility for letters of credit in the aggregate amount of up to $10 million (the “UBS Revolving Credit Facility”). The UBS Credit Agreement also provides that the Company may seek additional revolving credit commitments in an aggregate amount not to exceed $75 million; provided, however, that subject to certain conditions set forth in the UBS Credit Agreement, the Company may seek additional incremental commitments, including term loan commitments (each as defined in the UBS Credit Agreement), in excess of such amount. Proceeds of borrowings under the UBS Revolving Credit Facility will be used for working capital and general corporate purposes of the Company and its subsidiaries, including acquisitions and to provide credit support for the Company's existing letter of credit previously issued under the JPMorgan Credit Agreement. No amounts have been borrowed under the UBS Revolving Credit Facility.
Future borrowings under the UBS Revolving Credit Facility will bear interest, at the Company’s election, at an annual rate based on either (a) Term SOFR (as described in the Credit Agreement) plus a percentage spread (ranging from 1.50% to 2.25%) or (b) an alternate base rate (as described in the Credit Agreement) plus a percentage spread (ranging from 0.50% to 1.25%), 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 UBS Revolving Credit Facility at an annual rate ranging from 0.25% to 0.40%, based on the Company’s total net leverage ratio. The UBS Credit Agreement provides for customary benchmark replacement and rate fallback provisions, including a fallback to Daily Simple SOFR plus an applicable percentage spread (ranging from 1.50% to 2.25%) upon the occurrence of a Benchmark Transition Event (each as defined in the Credit Agreement).
Upon entering into the UBS Credit Agreement, the Company terminated the JPMorgan Credit Agreement and JPMorgan Security Agreement.
95
Table of Contents