What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-05-06 · 117 added, 150 removed, 160 unchanged (63% of the section changed)

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Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year.

We are a leading global provider of AI-powered solutions for professionals at advisory, capital markets and legal firms.

Our software helps professionals unlock their teams’ knowledge, relationships, and operational insights to increase value for their firms.

Using the power of Applied AI, we make firm and market intelligence easy to find, understand, and use.

With Intapp’s portfolio of vertical SaaS solutions, professionals can apply their collective expertise to make smarter decisions, manage risk, and increase competitive advantage.

We are a leading global provider of AI-powered solutions for the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms.

Our vertical software as a service (“SaaS”) solutions help professionals apply their collective expertise to make smarter decisions, manage risk, increase competitive advantage and drive new growth.

Using the power of Applied AI, our purpose-built vertical SaaS solutions help firms accelerate the flow of information, activate expertise, empower teams, strengthen client relationships, reduce risk, and adapt more quickly in a highly complex ecosystem.

The world’s top firms — across accounting, consulting, investment banking, legal, private capital, and real assets — trust Intapp’s industry-specific platform and solutions to modernize and drive new growth.

Highlights for the three months ended March 31, 2025

During the three months ended March 31, 2025, we generated total revenues of $129.1 million with a gross margin of 75%.

Our operating cash flow was $35.5 million.

Total cash and cash equivalents as of March 31, 2025 were $323.2 million.

Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $621.5 million as of March 31, 2025.

Highlights for the three months ended September 30, 2025

During the three months ended September 30, 2025, we generated total revenues of $139.0 million with a gross margin of 75%.

Our operating cash flow was $13.8 million and we repurchased approximately 1.1 million of our common stock for $50.0 million.

Total cash and cash equivalents as of September 30, 2025 were $273.4 million.

Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $715.2 million as of September 30, 2025.

How We Generate Revenue

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We sell our software through a direct sales model, which targets clients based on end market, geography, firm size, and business need.

We recognize revenues from SaaS subscriptions ratably over the term of the contract, while we recognize revenues from the license component of on-premise subscriptions upfront and the support component of such subscriptions ratably over the support term.

We recognize revenues from SaaS and support revenue ratably over the contract term.

We recognize license revenues related to subscription fees upfront and license revenues related to support ratably over the term of the support contract.

We generally price our subscriptions based on the number of users adopting our solution and the modules deployed.

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We generate service revenues primarily from professional services.

Our clients utilize these services to configure and implement one or more modules of the Intapp Intelligent Cloud platform, integrate those modules with the existing platform and with other core systems in their IT environment, upgrade their existing deployment, and provide training for their employees.

Our clients utilize these services to configure and implement one or more modules of the Intapp Intelligent Cloud, integrate those modules with the existing platform and with other core systems in their IT environment, upgrade their existing deployment, and provide training for their employees.

Other professional services include strategic consulting and advisory work, which are generally provided on a standalone basis.

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Market Adoption of our Cloud Platform.

Our future growth depends on our ability to win new professional and financial services clients and expand within our existing client base, primarily through the continued acceptance of our cloud business.

Our cloud business has historically grown faster than our overall business, and represents an increasing proportion of our ARR.

Our future growth depends on our ability to win new accounting, consulting, investment banking, legal, private capital and real assets clients and expand within our existing client base, primarily through the continued acceptance of our cloud business.

Our cloud business has historically grown faster than our overall business and represents an increasing proportion of our annual recurring revenues.

We must demonstrate to new and existing clients the benefits of selecting our cloud platform, and support those deployments once live with reliable and secure service.

From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within professional and financial services firms to embrace the Intapp Intelligent Cloud platform over point solutions, internally developed solutions, and horizontal solutions.

From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within accounting, consulting, investment banking, legal, private capital and real assets firms to embrace the Intapp Intelligent Cloud over point solutions, internally developed solutions, and horizontal solutions.

If our clients do not continue to see the ability of our platform to generate return on investment relative to other software alternatives, net revenue retention could suffer and our operating results may be adversely affected.

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We intend to continue to gradually increase our general and administrative spending to support our growing operational needs.

We have a track record of successfully identifying, acquiring and integrating complementary businesses within the professional and financial services industry.

We have a track record of successfully identifying, acquiring and integrating complementary businesses within the accounting, consulting, investment banking, legal, private capital and real assets industries.

To complement our organic investment in innovation and accelerate our growth, we will continue to evaluate acquisition opportunities that help us extend our platform, broaden and deepen our market leadership, and add new clients.

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ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our clients.

ARR was $454.7 million and $382.7 million as of March 31, 2025 and 2024, respectively, an increase of 19%.

ARR was $504.1 million and $417.2 million as of September 30, 2025 and 2024, respectively, an increase of 21%.

Cloud ARR is the portion of our ARR which represents the annualized recurring value of our active SaaS contracts.

We believe Cloud ARR provides important information about our ability to sell new SaaS subscriptions to existing clients and to acquire new SaaS clients.

Cloud ARR was $351.8 million and $274.2 million as of March 31, 2025 and 2024, respectively, an increase of 28%, and represented 77% and 72% of ARR as of March 31, 2025 and 2024, respectively.

Net Revenue Retention ("NRR")

We measure our ability to grow and retain ARR from existing clients using a metric we refer to as NRR.

We calculate this by starting with the ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period ARR.

We then calculate the ARR from these same clients as of the current fiscal period, or current period ARR.

We then divide the current period ARR by the prior period ARR to calculate the NRR.

This metric accounts for changes in our recurring revenue base from cross-sell (additional solution capabilities sold), upsell (additional seats sold), price changes, and client attrition (including contraction of solution capabilities, contraction of seats and client churn).

We upsold additional seats and cross-sold new solutions to our existing clients such that our trailing twelve months’ NRR as of March 31, 2025 was 113%.

Cloud ARR was $401.4 million and $309.1 million as of September 30, 2025 and 2024, respectively, an increase of 30%, and represented 80% and 74% of ARR as of September 30, 2025 and 2024, respectively.

Cloud Net Revenue Retention (“NRR”)

Cloud NRR is the portion of our NRR which represents the net revenue retention of our SaaS contracts.

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We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud NRR.

Our trailing twelve months’ Cloud NRR as of March 31, 2025 was 119%.

This metric accounts for changes in our cloud recurring revenue base from cross-sell (additional solution capabilities sold), upsell (additional seats sold), cloud migrations, price changes, and client attrition (including contraction of solution capabilities, contraction of seats and client churn).

Our trailing twelve months Cloud NRR as of September 30, 2025 and 2024 was 121% and 119%, respectively.

Number of Clients

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We define a client at the end of any reporting period as an entity with at least one active subscription as of the measurement date.

As of March 31, 2025, we had over 2,650 clients.

No single client represented more than 10% of total revenues for either of the three and nine months ended March 31, 2025 and 2024.

Our client base includes some of the largest and most reputable professional and financial services firms globally.

These clients have the financial and operating resources needed to purchase, deploy, and successfully use the full capabilities of our software platform, and as such, we believe the number of our clients with contracts greater than $100,000 of ARR is an important metric for highlighting our progress on the path to full adoption of our platform by our professional and financial services clients.

As of March 31, 2025 and 2024, we had 748 and 673 clients, respectively, with contracts greater than $100,000 of ARR.

As of September 30, 2025, we had 2,750 clients.

No single client represented more than 10% of total revenues for either of the three months ended September 30, 2025 and 2024.

Our client base includes some of the largest and most reputable accounting, consulting, investment banking, legal, private capital and real assets firms globally.

As of September 30, 2025 and 2024, we had 813 and 707 clients, respectively, with contracts greater than $100,000 of ARR.

With our scalable, modular cloud-based platform, we believe we are well positioned to continue our growth.

Our most significant opportunity lies with the largest firms, where we see substantial expansion potential as firms continue to consolidate.

We pursue growth in the number of clients, but our biggest drivers are the assets under management and revenue growth of our clients as well as growth in the total number of professionals they employ.

Components of Our Results of Operations

Certain prior period amounts reported have been reclassified to conform to the current year presentation.

Effective July 1, 2024, we adjusted the classification of support services related to subscription license to be included within “license” on the unaudited condensed consolidated statements of operations.

Prior to July 1, 2024, support services related to subscription license was included in a line item entitled “SaaS and Support.” The presentation of cost of revenues has been conformed to reflect the changes related to the presentation of revenues.

Such reclassifications related to the presentation of revenues and cost of revenues effective as of July 1, 2024 and did not affect total revenues, operating income, or net income.

There was no change to the revenue recognition policy, except for the change in classification noted herein.

We generate revenues from the sale of our SaaS solutions and premium support services related to SaaS, and subscriptions to our term software applications and support services related to licenses.

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We expect to continue to generate a relatively consistent stream of license revenues from our existing license clients.

From time to time, there may be cumulative catch ups in revenue as a result of compliance uplift contracts.

However, over time as we focus on new sales of our SaaS solutions and encourage existing license clients to migrate to SaaS solutions, we expect revenues from license to decrease as a percentage of total revenues.

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revenues are recognized as invoiced or in proportion to the work performed, respectively.

We expect the demand for our professional services to increase due to client growth and the need for implementation, upgrade, and migration services for new and existing clients.

We expect the demand for our professional services to remain relatively flat, with modest increases due to client growth and the need for implementation, upgrade, and migration services for new and existing clients.

This demand will be affected by the mix of professional services that are provided by us versus provided by our third-party implementation partners, reflecting our strategy to de-emphasize professional services revenue.

This shift will enhance partner involvement, support co-selling efforts, and drive partner-led deal origination.

Cost of Revenues

Our 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 our 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, amortization of capitalized internal-use software costs and acquired intangible assets, and allocated overhead costs.

Our 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 our 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.

We expect our cost of revenues to increase in absolute dollars as we expand our SaaS client base over time as this will result in increased cloud infrastructure costs and increased costs for additional personnel to provide technical support services to our growing client base.

Our cost of SaaS revenues comprises the direct costs to deliver and support our SaaS solutions and premium support services related to SaaS, including personnel costs, allocated overhead costs, third-party hosting fees related to cloud services, amortization of capitalized internal-use software costs and amortization of acquired intangible assets.

Our cost of SaaS revenues comprises the direct costs to deliver and support our SaaS solutions and premium support services related to SaaS, including personnel costs, allocated overhead costs, third-party hosting fees related to cloud infrastructure, amortization of capitalized internal-use software costs, amortization of acquired intangible assets, and depreciation of fixed assets.

Cost of License

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Research and Development

Our research and development expenses consist primarily of personnel-related costs for engineering and product development employees, costs of third-party services, and allocations of overhead costs, cloud hosting costs and facilities costs.

Our research and development expenses consist primarily of personnel costs for engineering and product development employees, costs of third-party services, cloud infrastructure costs and allocated overhead costs.

We expect our research and development expenses to continue to increase in absolute dollars for the foreseeable future as we continue to dedicate substantial internal resources to develop, improve and expand the functionality of our solutions.

Sales and Marketing

Our sales and marketing expenses consist primarily of costs incurred for personnel-related costs for our sales and marketing employees as well as sales commissions and benefits, costs of marketing events and online advertising, allocations of overhead costs, and travel and entertainment expenses.

We capitalize client acquisition costs (principally commissions paid to sales personnel) and subsequently amortize these costs over the expected period of benefit.

In the medium-term, we expect to see an increase in sales and marketing expense as we continue to expand our direct sales force to take advantage of opportunities for growth and increase in in-person meetings, conferences, and attendance at trade shows.

Our sales and marketing expenses consist primarily of costs incurred for personnel costs for our sales and marketing employees as well as sales commissions and benefits, costs of marketing events and online advertising, allocated overhead costs, and travel and entertainment expenses.

We capitalize client acquisition costs (principally commissions paid to sales personnel) and subsequently amortize these costs over the expected period of benefits.

In the medium term, we expect to see an increase in sales and marketing expenses as we continue to expand our direct sales force to take advantage of opportunities for growth and increase in in-person meetings, conferences, and attendance at trade shows.

General and Administrative

Our general and administrative expenses consist primarily of personnel-related costs as well as professional services and facilities costs related to our executive, finance, human resources, information technology and legal functions.

Our general and administrative expenses consist primarily of personnel costs as well as professional services and facilities costs related to our executive, finance, human resources, information technology and legal functions.

As a public company, we expect to continue to incur significant accounting and legal costs related to compliance with rules and regulations enacted by the SEC, including the costs of maintaining compliance with the Sarbanes-Oxley Act, as well as insurance, investor relations and other costs associated with being a public company.

Interest and Other Income, Net

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

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

Income Tax Expense

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dollar terms and as a percentage of our total revenues (percentages may not add up due to rounding):

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30,

(in thousands, except for percentages)

SaaS $ 97,524 70 % $ 76,876 65 %

License 29,187 21 28,492 24

Professional services 12,316 9 13,437 11

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Cost of revenues (1) :

SaaS 17,860 13 15,318 13

License 1,568 1 1,752 1

Professional services 15,768 11 14,864 13

Total cost of revenues 35,196 25 31,934 27

Gross profit 103,831 75 86,871 73

Operating expenses (1) :

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Income tax expense (957) (1) (688) (1)

Net loss $ (14,353) (10) % $ (4,520) (4) %

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

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30,

Cost of SaaS $ 786 1 % $ 664 1 %

Cost of license 177 — 189 —

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General and administrative 9,019 6 7,395 6

Total stock-based compensation expense

Comparison of the Three and Nine Months Ended March 31, 2025 and 2024

Three Months Ended March 31,

Nine Months Ended March 31,

Total stock-based compensation $ 27,287 20 % $ 19,989 17 %

Comparison of the Three Months Ended September 30, 2025 and 2024

Three Months Ended September 30, Change

2025 2024 Amount %

(in thousands, except for percentages)

SaaS $ 97,524 $ 76,876 $ 20,648 27 %

License 29,187 28,492 695 2 %

Professional services 12,316 13,437 (1,121) (8) %

Total revenues $ 139,027 $ 118,805 $ 20,222 17 %

SaaS revenues increased by $18.5 million, or 28%, and $53.3 million, or 28%, respectively, in the three and nine months ended March 31, 2025 compared to the same periods in the prior year, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions.

SaaS revenues increased by $20.6 million, or 27%, in the three months ended September 30, 2025 compared to the same period in the prior year, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions.

The continuation of clients migrating from using our on-premise license solutions to our cloud solutions also contributed to the growth.

License revenues remained relatively flat in the three and nine months ended March 31, 2025 compared to the same periods in the prior year.

Professional services revenues decreased by $0.8 million, or 6%, and $1.5 million, or 4%, respectively, in the three and nine months ended March 31, 2025 compared to the same periods in the prior year, due to changes in mix of resource delivery to our third-party implementation partners.

License revenues increased by $0.7 million, or 2%, in the three months ended September 30, 2025 compared to the same period in the prior year, due to compliance uplift contracts, partially offset by clients migrating to our SaaS solutions.

Professional Services

Professional services revenues decreased by $1.1 million, or 8%, in the three months ended September 30, 2025 compared to the same period in the prior year, due to changes in mix of resource delivery to our third-party implementation partners.

Cost of Revenues and Gross Profit

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30, Change

2025 2024 Amount %

(in thousands, except for percentages)

Cost of revenues:

SaaS $ 17,860 $ 15,318 $ 2,542 17 %

License 1,568 1,752 (184) (11 %)

Professional services 15,768 14,864 904 6 %

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Gross profit:

SaaS 79,664 61,558 18,106 29 %

License 27,619 26,740 879 3 %

Professional services (3,452) (1,427) (2,025) 142 %

Cost of SaaS revenues increased by $3.5 million, or 27%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

This was driven by increases in cloud hosting costs of $0.8 million, allocated overhead costs of $0.7 million, personnel-related costs of $0.6 million as a result of increased headcount, amortization of acquired intangible assets costs of $0.5 million, stock-based compensation costs of $0.4 million due to an increase in stock awards granted and royalty expenses of $0.3 million.

Cost of SaaS revenues increased by $9.6 million, or 25%, for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024.

This was driven by increases in cloud hosting costs of $1.9 million, allocated overhead costs of $1.7 million, personnel-related costs of $1.5 million as a result of increased headcount, amortization of acquired intangible assets costs of $1.4 million, royalty expenses of $1.2 million, and stock-based compensation costs of $1.1 million due to an increase in stock awards granted.

Gross profit $ 103,831 $ 86,871 $ 16,960 20 %

Cost of SaaS revenues increased by $2.5 million, or 17%, for three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This was driven by increases in cloud hosting costs of $0.7 million, personnel-related costs of $0.5 million primarily due to annual salary increases, increase of royalty expenses of $0.4 million, contractor costs of $0.3 million and amortization of intangible assets costs of $0.3 million.

Cost of License

Cost of license revenues remained relatively flat for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Cost of license revenues remained relatively flat for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024.

Cost of license revenues decreased by $0.2 million, or 11%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a decrease in personnel-related costs of $0.1 million.

Cost of Professional Services

Cost of professional services revenues decreased by $1.4 million, or 9%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to decreases in personnel-related costs of $1.8 million as a result of decreased headcount, partially offset by an increase in stock-based compensation costs of $0.3 million due to an increase in stock awards granted.

Cost of professional services revenues decreased by $5.5 million, or 11%, for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024, primarily due to decreases in personnel-related costs of $4.9 million as a result of decreased headcount, subcontractor costs of $0.6 million and allocated overhead costs of $0.6 million, partially offset by an increase in stock-based compensation costs of $0.5 million due to an increase in stock awards granted.

Gross profit increased by $16.3 million, or 20%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Of this increase, $15.0 million was attributable to growth in SaaS revenues and $0.6 million was attributable to a decrease in professional services costs as a percentage of related revenues.

Gross profit increased by $48.8 million, or 22% for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024.

Of this increase, $43.7 million was attributable to growth in SaaS revenues and a decrease in SaaS costs as a percentage of related revenues and $4.1 million was attributable to a decrease in professional services costs as a percentage of related revenues.

Cost of professional services revenues increased by $0.9 million, or 6%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to increases in contractor costs of $0.7 million.

Gross profit increased by $17.0 million, or 20%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Of this increase, $18.1 million was attributable to growth in SaaS revenues and $0.9 million was attributable to a decrease in licenses costs as a percentage of related revenues, partially offset by a decrease of $2.0 million from professional services.

Operating Expenses

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30, Change

2025 2024 Amount %

(in thousands, except for percentages)

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Research and Development

Research and development expenses increased by $6.8 million, or 25%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

This was driven by increases in stock-based compensation expense of $3.9 million primarily due to an increase in stock awards granted, personnel-related costs of $2.3 million due to annual salary increases and increased headcount and allocated overhead costs of $0.7 million due to increased headcount.

Research and development expenses increased by $16.0 million, or 19%, for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024.

This was driven by increases in personnel-related costs of $8.1 million due to annual salary increases and increased headcount, stock-based compensation expense of $6.2 million primarily due to an increase in stock awards granted, allocated overhead costs of $2.1 million due to increased headcount and subcontractor costs of $0.4 million, partially offset by an increase of capitalized internal-use software costs of $0.8 million.

Research and development expenses increased by $8.5 million, or 26%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This was driven by increases in stock-based compensation expense of $3.4 million primarily due to an increase in stock awards granted, personnel-related costs of $2.9 million due to annual salary increases and increased headcount, a deferred consideration accrual of $1.1 million related to a prior acquisition and allocated overhead costs of $0.7 million as a result of increased headcount.

Sales and Marketing

Sales and marketing expenses increased by $7.0 million, or 20%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

This was driven by increases in personnel-related costs of $2.7 million primarily due to annual salary increases and increased headcount, stock-based compensation expense of $2.0 million primarily due to an increase in stock awards granted, commissions of $0.8 million due to increased sales, allocated overhead costs of $0.7 million due to increased headcount, and subcontractor costs of $0.6 million.

Sales and marketing expenses increased by $15.9 million, or 15%, for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024.

This was driven by increases in personnel-related costs of $7.8 million primarily due to annual salary increases and increased headcount, stock-based compensation expense of $4.8 million primarily due to an increase in stock awards granted, allocated overhead costs of $1.5 million due to increased headcount, commissions of $1.5 million due to increased sales and subcontractor costs of $0.8 million.

Sales and marketing expenses increased by $11.0 million, or 29%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This was driven by increases in personnel-related costs of $3.7 million primarily due to annual salary increases and increased headcount, sales and marketing events and related travel expenses of $2.3 million, stock-based compensation expense of $2.2 million primarily due to an increase in stock awards granted, a deferred consideration accrual related to a prior acquisition of $1.1 million and commissions of $1.1 million due to increased sales.

General and Administrative

General and administrative expenses increased by $0.8 million, or 3%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

This was driven by increases in stock-based compensation expense of $2.1 million primarily due to an increase in stock awards granted and personnel-related costs of $1.2 million primarily due to annual salary increases, partially offset by decreases in costs allocated to other functions of $1.9 million due to increase headcount in other departments and $0.5 million in contractor costs.

General and administrative expenses increased by $7.5 million, or 11%, for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024.

This was driven by increases in stock-based compensation expense of $6.1 million mainly due to an increase in stock awards granted, personnel-related costs of $5.0 million due to annual salary increases and increased headcount, overhead costs of $1.2 million due to changes in fair value of contingent consideration related to prior acquisitions, partially offset by a decrease of $4.7 million in costs allocated to other functions due to increased headcount in other departments.

General and administrative expenses increased by $4.6 million, or 19%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This was driven by increases in personnel-related costs of $2.0 million primarily due to increased headcount and annual salary increases, stock-based compensation expense of $1.6 million primarily due to an increase in stock awards granted, a change in fair value adjustments of contingent consideration related to a prior acquisition of $1.5 million, cloud computing implementation impairments of $1.4 million related to our digital transformation initiative and overhead costs of $0.5 million, partially offset by a decrease of $1.8 million in costs allocated to other functions due to increased headcount in other departments.

Interest and Other Income, Net

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30, Change

2025 2024 Amount %

(in thousands, except for percentages)

Interest and other income, net $ 1,059 $ 3,422 $ (2,363) (69 %)

The change in interest and other income, net, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, was primarily due to a $1.5 million increase in interest income as our cash held in money market funds increased and a $1.3 million gain from foreign currency transactions.

The change in interest and other income, net, for the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024, was primarily due to a $4.0 million increase in interest income as our cash held in money market funds increased and $1.1 million gain from foreign currency transactions.

Interest and other income, net, decreased by $2.4 million, or 69%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This was primarily due to a $2.9 million loss from foreign currency transactions and remeasurement and a $0.8 million loss due to a foreign currency impact from the dissolution of a subsidiary, partially offset by a $0.8 million increase in interest income as our cash held in money market funds increased.

Income Tax Expense

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30, Change

2025 2024 Amount %

(in thousands, except for percentages)

Income tax expense $ (957) $ (688) $ (269) 39 %

Our income tax expense during the three and nine months ended March 31, 2025 and 2024 was primarily attributable to income tax expense in a number of U.S.

state jurisdictions and foreign jurisdictions.

Our income tax expense during the three months ended September 30, 2025 was primarily attributable to income tax expense in foreign jurisdictions and a number of U.S.

state jurisdictions.

Liquidity and Capital Resources

Sources and Uses of Liquidity

As of March 31, 2025, we had cash and cash equivalents of $323.2 million.

We finance our liquidity needs primarily through collections from clients and the issuance of equity securities.

We generally bill and collect from our clients annually in advance.

As of September 30, 2025, we had cash and cash equivalents of $273.4 million.

We finance our liquidity needs primarily through collections from clients, where we generally bill and collect from our clients annually in advance.

Our billings are subject to seasonality with billings in the fourth quarter higher than in the other quarters.

Operating losses could continue in the future as we continue to invest in the growth of our business.

We believe our existing cash and cash equivalents as of March 31, 2025, along with our JPMorgan Credit Facility described below, will be sufficient to meet our working capital and capital expenditure needs for the next twelve months and beyond.

We believe our existing cash and cash equivalents as of September 30, 2025, along with our JPMorgan Credit Facility described below, will be sufficient to meet our working capital and capital expenditure needs for the next twelve months and beyond.

On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan.

The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million.

As of March 31, 2025, no amounts have been borrowed under the JPMorgan Credit Facility.

See Note 10, Debt , to our unaudited condensed consolidated financial statements for additional information.

Our primary uses of cash include personnel-related expenses, third-party cloud infrastructure expenses, research and development, sales and marketing expenses, overhead costs and acquisitions we may make from time to time.

As of September 30, 2025, no amounts have been borrowed under the JPMorgan Credit Facility.

“Debt” to our unaudited condensed consolidated financial statements for additional information.

Our future capital requirements will depend on many factors, including, but not limited to, our ability to grow our revenues and the timing and extent of investment across our organization necessary to support growth in our business.

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

Nine Months Ended March 31,

Three Months Ended September 30,

Net cash provided by operating activities $ 13,795 $ 24,446

Net cash used in investing activities (5,851) (2,785)

Net cash provided by financing activities

Net cash (used in) provided by financing activities (47,220) 21,531

Effect of foreign currency exchange rate changes on cash and cash equivalents (396) 2,285

Net increase in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash $ (39,672) $ 45,477

Operating Activities

During the nine months ended March 31, 2025, net cash provided by operating activities was $85.2 million, as our net loss of $17.7 million was reduced by $102.9 million of adjustments.

These adjustments consisted of $85.3 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization and amortization of operating lease right-of-use assets) and net cash inflow of $17.5 million from net changes in operating assets and liabilities.

The net cash inflow from changes in operating assets and liabilities was primarily driven by a decrease in accounts receivable of $31.4 million due to the timing of billing and collections on our outstanding receivables, a $1.3 million increase in other liabilities due to timing of payments and a $0.7 million decrease in deferred commissions, offset by a $6.7 million increase in prepaid expenses and other assets primarily due to payments made within the period, an increase in unbilled receivables of $4.3 million due to the timing of invoicing to our clients, a $3.7 million decrease in operating lease liabilities due to lease payments and a $1.2 million decrease in accounts payable and accrued liabilities primarily due to payments made within the period.

During the nine months ended March 31, 2024, net cash provided by operating activities was $40.2 million, as our net loss of $31.4 million was reduced by $71.6 million of adjustments.

These adjustments consisted of $65.7 million of non-cash charges (principally comprising of stock-based compensation and depreciation and amortization), and net cash inflow of $5.9 million from net changes in operating assets and liabilities.

The net cash inflow from changes in operating assets and liabilities was primarily driven by a decrease in accounts receivable of $10.1 million due to the timing of billing and collections on our outstanding receivables, an increase in accounts payable and accrued liabilities of $6.3 million primarily due to timing of payments and an increase in deferred revenue of $4.9 million due to the timing of invoicing to our clients, offset by an increase in unbilled receivables of $5.8 million, an increase in prepaid expenses and other assets of $4.1 million, a decrease in operating lease liabilities of $3.5 million due to lease payments, an increase in deferred commissions of $1.8 million due to increased sales.

During the three months ended September 30, 2025, net cash provided by operating activities was $13.8 million, as our net loss of $14.4 million was reduced by $28.1 million of adjustments.

These adjustments consisted of $36.3 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization, amortization of operating lease right-of-use assets and asset impairments) and a net cash outflow of $8.1 million from net changes in operating assets and liabilities.

The net cash outflow from changes in operating assets and liabilities was primarily driven by a $21.9 million decrease in accounts payable and accrued liabilities primarily due to payments made within the period, a decrease in deferred revenue of $19.8 million due to the timing of invoicing our clients and a $1.3 million decrease in operating lease liabilities due to lease payments, offset by a decrease in accounts receivable of $28.6 million due to the timing of billing and collections on our outstanding receivables, a $3.2 million increase in other liabilities due to timing of payments, a decrease in unbilled receivables of $1.9 million due to the timing of invoicing to our clients, a $0.7 million decrease in prepaid expenses and other assets.

During the three months ended September 30, 2024, net cash provided by operating activities was $24.4 million, as our net loss of $4.5 million was reduced by $29.0 million of adjustments.

These adjustments consisted of $25.3 million of non-cash charges (principally comprising of stock-based compensation and depreciation and amortization), and a net cash inflow of $3.7 million from net changes in operating assets and liabilities.

The net cash inflow from changes in operating assets and liabilities was primarily driven by a decrease in accounts receivable of $30.2 million due to the timing of billing and collections on our outstanding receivables and decrease in unbilled receivables of $0.5 million, offset by a decrease in deferred revenue of $17.3 million due to the timing of invoicing to our clients, a decrease in accounts payable and accrued liabilities of $8.1 million primarily due to timing of payments and a decrease in operating lease liabilities of $1.3 million due to lease payments.

Investing Activities

Net cash used in investing activities consists of purchases of property and equipment and capitalized internal-use software costs.

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

During the nine months ended March 31, 2024, net cash used in investing activities was $6.9 million, consisting of capitalized internal-use software costs of $5.2 million and capital expenditures of $1.7 million on property and equipment consisting largely of computer software and development costs.

During the three months ended September 30, 2025, net cash used in investing activities was $5.9 million, due to a strategic investment purchase of $3.0 million, capitalized internal-use software costs of $2.3 million and capital expenditures of $0.6 million on property and equipment largely of computer equipment.

During the three months ended September 30, 2024, net cash used in investing activities was $2.8 million, consisting of capitalized internal-use software costs of $1.5 million, $0.9 million working capital adjustment related to a prior acquisition and capital expenditures of $0.4 million on property and equipment consisting largely of computer equipment.

Financing Activities

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

During the nine months ended March 31, 2024, net cash provided by financing activities was $23.6 million, primarily comprised of $25.2 million of proceeds from stock option exercises and $1.7 million of proceeds from employee stock purchase plan, offset by $2.6 million of payments for the final contingent consideration and cash holdback related to prior acquisitions and $0.7 million of payments related to deferred offering costs in connection with our follow-on public offering.

During the three months ended September 30, 2025, net cash used in financing activities was $47.2 million, comprised of $50.0 million in payments for the repurchases of common stock, partially offset by $2.8 million of proceeds from stock option exercises.

During the three months ended September 30, 2024, net cash provided by financing activities was $21.5 million, primarily comprised of $22.9 million of proceeds from stock option exercises offset by a $1.4 million payment for contingent consideration related to a prior acquisition.

Stock Repurchase Programs

On August 7, 2025, our Board of Directors authorized a common stock repurchase program of up to $150.0 million.

During the three months ended September 30, 2025, we have repurchased $50.0 million of our common stock and $100.0 million remains available for repurchase under our existing repurchase authorization limit.

The repurchased shares of common stock were retired.

For further information refer to Note 14.

“Stockholders’ Equity” to our unaudited condensed consolidated financial statements.

Material Cash Commitments

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

Subsequent to March 31, 2025, in connection with the acquisition of TermSheet (see Note 14, Subsequent Events to our unaudited condensed consolidated financial statements for additional information), we paid $51.1 million in cash at closing in April 2025 related to the initial purchase price and are obligated to make a maximum $15.0 million in cash payments in the next two fiscal years.

On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan.

The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million.

We were in compliance with all of the covenants as of March 31, 2025.

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

See Note 10, Debt , to our unaudited condensed consolidated financial statements for additional information.

We were in compliance with all of the covenants as of September 30, 2025.

As of September 30, 2025, there were no outstanding borrowings under the JPMorgan Credit Facility.

Critical Accounting Policies and Estimates

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These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances.

The most significant estimates and judgments are reviewed on an ongoing basis and are revised when necessary.

Significant estimates and judgments are reviewed on an ongoing basis and are revised when necessary.

Actual amounts may differ from these estimates and judgments.

There have been no material changes to our critical accounting policies or estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the SEC on August 26, 2024.

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

Recent Accounting Pronouncements

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

Quantitative and Qualitati ve Disclosures About Market Risk

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

Foreign Currency Exchange Risk

Our reporting currency is the U.S.

dollar and the functional currency for all of our foreign subsidiaries is the U.S.

dollar, except Rekoop Ltd., which uses the British pound.

The majority of our revenue and expenses are denominated in U.S.

However, we have foreign currency risks as we have contracts with clients and payroll obligations and a limited number of supply contracts with vendors which have payments denominated in foreign currencies.

The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy.

We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in foreign currency exchange rates.

We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.

Our exposure to foreign currency exchange risk relates primarily to our accounts receivable, cash balances, other employee compensation related obligations and lease liabilities denominated in currencies other than the U.S.

If a hypothetical 10% change in foreign currency exchange rates were to occur in the future, the resulting gain or loss would be immaterial on our operating results over the next twelve months.

We routinely assess the creditworthiness of our clients.

We have not experienced any material losses related to non-payment of receivables from individual or groups of clients due to loss of creditworthiness during the three and nine months ended March 31, 2025 and 2024.

Clients representing in excess of 10% of our accounts receivable balance at March 31, 2025 and June 30, 2024 were zero and one, respectively.

Due to these factors, management believes that we do not have additional credit risk beyond the amounts already provided for collection losses in our accounts receivable.

Inflation Risk

We do not believe that inflation has had a material effect on our business, results of operations, or financial condition.

Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, particularly if inflationary pressures occur during an economic downturn.

Further, our clients may not buy new products or may refrain from expanding current product usage as a result of the impact of increasing costs on their spend.

These matters could harm our business, results of operations, or financial condition.

Interest Rate Risk

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

As of March 31, 2025, we had cash and cash equivalents of $323.2 million held with multiple high credit quality financial institutions, including investments in money market funds.

Our investments are subject to market risk due to changes in interest rates, which may affect our interest income.

A hypothetical 100 basis points increase or decrease in interest rates would not have a material impact on our operating results or the fair value of our cash and cash equivalents over the next twelve months.

As of March 31, 2025, we had no outstanding loan balance under our senior secured revolving credit facility.

Future borrowings under this facility will accrue interest at a variable rate based on, at our election, either (a) an adjusted secured overnight financing rate (SOFR, as described in the Credit Agreement) plus a percentage spread (ranging from 1.75% to 2.50%) or (b) an alternate base rate (as described in the Credit Agreement) plus a percentage spread (ranging from 0.75% to 1.50%), in each case based on the Company’s total net leverage ratio.

As a result, we will be exposed to increased interest rate risk if we draw down on the facility.

For further information refer to Note 10, Debt , in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for further information on the Credit Agreement and the Security Agreement.

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

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What changed 10-Q

Item 2. Management’s Discussion and Analysis