What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-03 compared with 2025-11-04 · 92 added, 68 removed, 209 unchanged (43% of the section changed)

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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 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%.

Highlights for the three months ended December 31, 2025

During the three months ended December 31, 2025, we generated total revenues of $140.2 million with a gross margin of 75%.

Our operating cash flow was $22.9 million and we repurchased approximately 2.3 million of our common stock for $100.0 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.

Total cash and cash equivalents as of December 31, 2025 were $191.2 million.

Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $777.1 million as of December 31, 2025.

How We Generate Revenue

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

ARR was $535.0 million and $437.1 million as of December 31, 2025 and 2024, respectively, an increase of 22%.

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 $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 ARR was $433.6 million and $331.1 million as of December 31, 2025 and 2024, respectively, an increase of 31%, and represented 81% and 76% of ARR as of December 31, 2025 and 2024, respectively.

Cloud Net Revenue Retention (“NRR”)

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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.

Our trailing twelve months Cloud NRR as of December 31, 2025 and 2024 was 124% 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 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.

As of December 31, 2025, we had over 2,750 clients.

No single client represented more than 10% of total revenues for either of the three and six months ended December 31, 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.

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 accounting, consulting, investment banking, legal, private capital and real assets clients.

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

As of December 31, 2025 and 2024, we had 834 and 728 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.

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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

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

Our income tax expense consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Interest and Other Income (Expense), Net

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

Income Tax (Expense) Benefit

Our income tax (expense) benefit consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

We maintain a full valuation allowance on our federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

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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 September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(in thousands, except for percentages)

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Operating loss (7,177) (5) (10,186) (8) (21,632) (8) (17,440) (7)

Interest and other income, net 1,059 1 3,422 3

Interest and other income (expense), net 1,915 1 (202) (1) 2,974 1 3,220 1

Net loss before income taxes (5,262) (4) (10,388) (9) (18,658) (7) (14,220) (6)

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

Income tax (expense) benefit (672) — 171 1 (1,629) — (517) —

Net loss $ (5,934) (4) % $ (10,217) (8) % $ (20,287) (7) % $ (14,737) (6) %

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Cost of SaaS $ 907 1 % $ 851 1 % $ 1,693 1 % $ 1,515 1 %

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Total stock-based compensation $ 30,697 22 % $ 25,411 21 % $ 57,984 21 % $ 45,400 19 %

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

Three Months Ended September 30, Change

2025 2024 Amount %

Comparison of the Three and Six Months Ended December 31, 2025 and 2024

Three Months Ended December 31, Change Six Months Ended December 31, Change

2025 2024 Amount % 2025 2024 Amount %

(in thousands, except for percentages)

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Total revenues $ 140,208 $ 121,209 $ 18,999 16 % $ 279,235 $ 240,014 $ 39,221 16 %

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.

SaaS revenues increased by $22.5 million, or 28%, and $43.1 million, or 27%, respectively, in the three and six months ended December 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.

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

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.

License revenues decreased by $2.6 million, or 9%, for the three months ended December 31, 2025 compared to the same period in the prior year, due to clients migrating to our SaaS solutions.

License revenues decreased by $1.9 million, or 3%, for the six months ended December 31, 2025 compared to the same period in the prior year, due to clients migrating to our SaaS solutions, partially offset by compliance uplift contracts.

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.

Professional services revenues decreased by $0.9 million, or 7%, and $2.0 million, or 8%, respectively, in the three and six months ended December 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.

Cost of Revenues and Gross Profit

Three Months Ended September 30, Change

2025 2024 Amount %

Three Months Ended December 31, Change Six Months Ended December 31, Change

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(in thousands, except for percentages)

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Gross profit $ 105,138 $ 88,738 $ 16,400 18 % $ 208,969 $ 175,609 $ 33,360 19 %

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 SaaS revenues increased by $2.0 million, or 12%, for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

This was driven by increases in cloud hosting costs of $0.6 million, royalty expenses of $0.5 million, amortization of acquired intangible assets costs of $0.5 million and personnel-related costs of $0.2 million primarily due to annual salary increases.

Cost of SaaS revenues increased by $4.5 million, or 14%, for the six months ended December 31, 2025 compared to the six months ended December 31, 2024.

This was driven by increases in cloud hosting costs of $1.3 million, royalty expenses of $0.9 million, amortization of acquired intangible assets costs of $0.8 million, personnel-related costs of $0.7 million primarily due to annual salary increases and contractor costs of $0.4 million.

Cost of License

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 license revenues decreased by $0.3 million, or 17%, for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to a decrease in personnel-related costs of $0.2 million.

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

Cost of Professional Services

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.

Cost of professional services revenues increased by $0.9 million, or 6%, for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to increases in contractor costs of $0.8 million.

Cost of professional services revenues increased by $1.8 million, or 6%, for the six months ended December 31, 2025 compared to the six months ended December 31, 2024, primarily due to increases in contractor costs of $1.5 million.

Gross profit increased by $16.4 million, or 18%, for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Of this increase, $20.5 million was attributable to growth in SaaS revenues, partially offset by a $1.8 million decrease related to professional services as costs increased as a percentage of related revenues and a $2.3 million decrease related to license as revenues decreased as clients migrated to SaaS solutions.

Gross profit increased by $33.4 million, or 19%, for the six months ended December 31, 2025 compared to the six months ended December 31, 2024.

Of this increase, $38.6 million was attributable to growth in SaaS revenues, partially offset by a $3.9 million decrease related to professional services as costs increased as a percentage of related revenues and a $1.4 million decrease related to license as revenues decreased as clients migrated to SaaS solutions.

Operating Expenses

Three Months Ended September 30, Change

2025 2024 Amount %

Three Months Ended December 31, Change Six Months Ended December 31, Change

2025 2024 Amount % 2025 2024 Amount %

(in thousands, except for percentages)

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Research and Development

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.

Research and development expenses increased by $6.0 million, or 18%, for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

This was driven by increases in personnel-related costs of $2.0 million due to annual salary increases and increased headcount, stock-based compensation expense of $1.8 million primarily due to an increase in stock awards granted, deferred consideration accruals of $1.1 million related to prior acquisitions and contractor costs of $0.4 million.

Research and development expenses increased by $14.5 million, or 22%, for the six months ended December 31, 2025 compared to the six months ended December 31, 2024.

This was driven by increases in stock-based compensation expense of $5.2 million primarily due to an increase in stock awards granted, personnel-related costs of $4.9 million due to annual salary increases and increased headcount, deferred consideration accruals of $2.8 million related to prior acquisitions and allocated overhead costs of $0.9 million as a result of increased headcount.

Sales and Marketing

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.

Sales and marketing expenses increased by $5.9 million, or 14%, for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

This was driven by increases in personnel-related costs of $2.4 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 expense of $1.5 million due to increased sales and a deferred consideration accrual related to a prior acquisition of $0.6 million, partially offset by decreases in sales and marketing events and related travel expenses of $0.9 million.

Sales and marketing expenses increased by $16.9 million, or 22%, for the six months ended December 31, 2025 compared to the six months ended December 31, 2024.

This was driven by increases in personnel-related costs of $6.2 million primarily due to annual salary increases and increased headcount, stock-based compensation expense of $4.2 million primarily due to an increase in stock awards granted, commissions expense of $2.6 million due to increased sales, a deferred consideration accrual related to a prior acquisition of $1.7 million and sales and marketing events and related travel expenses of $1.4 million.

General and Administrative

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 September 30, Change

2025 2024 Amount %

General and administrative expenses increased by $1.5 million, or 6%, for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

This was driven by increases in stock-based compensation expense of $1.4 million primarily due to an increase in stock awards granted and personnel-related costs of $0.6 million primarily due to annual salary increases and increased headcount, partially offset by a decrease of $0.5 million.in acquisition related transaction costs due to costs in the three months ended December 31, 2024 related to a legal settlement incurred in connection with an acquisition.

General and administrative expenses increased by $6.2 million, or 13%, for the six months ended December 31, 2025 compared to the six months ended December 31, 2024.

This was driven by increases in stock-based compensation expense of $3.1 million primarily due to an increase in stock awards granted, personnel-related costs of $2.7 million primarily due to annual salary increases and increased headcount and a change in fair value adjustments of contingent consideration related to a prior acquisition of $1.5 million, partially offset by a decrease of $0.6 million in acquisition related transaction costs due to costs in the six months ended December 31, 2024 related to a legal settlement incurred in connection with an acquisition and travel costs of $0.5 million.

Interest and Other Income (Expense), Net

Three Months Ended December 31, Change Six Months Ended December 31, Change

2025 2024 Amount % 2025 2024 Amount %

(in thousands, except for percentages)

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

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 September 30, Change

2025 2024 Amount %

Interest and other income (expense), net $ 1,915 $ (202) $ 2,117 1,048 % $ 2,974 $ 3,220 $ (246) (8 %)

Interest and other income (expense), net, increased by $2.1 million, for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

This was primarily due to a $2.6 million change from foreign currency transactions and remeasurement, partially offset by a $0.5 million decrease in interest income as a result of reduction in cash held in money market funds.

Interest and other income (expense), net decreased by $0.2 million, or 8%, for the six months ended December 31, 2025 compared to the six months ended December 31, 2024.

This was primarily driven by a $0.8 million loss due to a foreign currency impact from the dissolution of a subsidiary, partially offset by a $0.4 million increase in interest income from our money market funds.

Income Tax (Expense) Benefit

Three Months Ended December 31, Change Six Months Ended December 31, Change

2025 2024 Amount % 2025 2024 Amount %

(in thousands, except for percentages)

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

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.

Income tax (expense) benefit $ (672) $ 171 $ (843) (493 %) $ (1,629) $ (517) $ (1,112) (215 %)

Our income tax (expense) benefit during the three and six months ended December 31, 2025 and 2024 was primarily attributable to income tax expense in foreign jurisdictions and a number of U.S.

state jurisdictions.

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Sources and Uses of Liquidity

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

As of December 31, 2025, we had cash and cash equivalents of $191.2 million.

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

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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 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.

We believe our existing cash and cash equivalents as of December 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.

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

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

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

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

Three Months Ended September 30,

Six Months Ended December 31,

Net cash provided by operating activities $ 36,676 $ 49,685

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Operating Activities

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.

During the six months ended December 31, 2025, net cash provided by operating activities was $36.7 million, as our net loss of $20.3 million was reduced by $57.0 million of adjustments.

These adjustments consisted of $73.4 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 $16.4 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.

The net cash outflow from changes in operating assets and liabilities was primarily driven by an increase in accounts receivable of $30.2 million due to the growth in our sales and the timing of billing and collections on our outstanding receivables, a $19.3 million decrease in accounts payable and accrued liabilities primarily due to payments made within the period, a $3.1 million decrease in operating lease liabilities due to lease payments, a $2.4 million increase in deferred commissions due to increased sales, offset by an increase in deferred revenue of $28.1 million due to the timing of invoicing our clients, a $4.5 million increase in other liabilities due to timing of payments, a decrease in unbilled receivables of $4.0 million due to the timing of invoicing to our clients, a $1.9 million decrease in prepaid expenses and other assets.

During the six months ended December 31, 2024, net cash provided by operating activities was $49.7 million, as our net loss of $14.7 million was reduced by $64.4 million of adjustments.

These adjustments consisted of $56.6 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 $7.8 million from net changes in operating assets and liabilities.

The net cash inflow from changes in operating assets and liabilities was primarily driven by an increase in deferred revenue of $15.5 million due to revenue recognition, a decrease in accounts receivable of $6.5 million due to the timing of billing and collections on our outstanding receivables and a $2.1 million increase in other liabilities due to timing of payments, offset by a $7.9 million decrease in accounts payable and accrued liabilities primarily due to payments made within the period, an increase of $5.0 million in prepaid expenses and other assets primarily due to payments made within the period, a decrease in operating lease liabilities of $2.7 million due to lease payments, an increase in unbilled receivables of $0.5 million due to the timing of invoicing to our clients and an increase in deferred commissions of $0.2 million.

Investing Activities

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.

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

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

Financing Activities

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.

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

During the six months ended December 31, 2024, net cash provided by financing activities was $32.1 million, primarily comprised of $32.6 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.

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.

During the six months ended December 31, 2025, we have repurchased $150.0 million, excluding broker fees, of our common stock and no funds remain available for repurchase under our existing repurchase authorization limit.

The repurchased shares of common stock were retired.

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

On January 29, 2026, our Board of Directors authorized a new common stock repurchase program of up to $200.0 million.

The repurchase program does not obligate us to repurchase any of the common stock or to acquire a specified number of shares and may be modified, suspended or discontinued at any time at our discretion.

Repurchases under this program will be funded from our existing cash and cash equivalents or future cash flow.

For further information refer to Note 15.

“Subsequent Events” in our 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.

As a result of the restructuring plan initiated in January 2026, we have accelerated payments of approximately $3.0 million related to the acquisition of TDI that will be paid in fiscal year 2026.

These payments consist of deferred consideration and cash payments that were subject to certain performance measures and in some cases, certain service conditions.

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

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 September 30, 2025.

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

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

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

Critical Accounting Policies and Estimates

8 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis