Intapp, Inc. 10-Q

Item 1. Financial Statements INTAPP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) (unaudited) December 31, 2025 June 30, 2025 Assets Current assets: Cash and cash equivalents $ 191,152 $ 313,109 Restricted cash 200 200 Accounts receivable, net of allowance of $ 1,237 and $ 968 as of December 31, 2025 and June 30, 2025, respectively 119,318 89,667 Unbilled receivables, net 15,465 19,462 Other receivables, net 3,991 5,866 Prepaid expenses 11,426 11,971 Deferred commissions, current 17,844 15,605 Total current assets 359,396 455,880 Property and equipment, net 24,715 23,157 Operating lease right-of-use assets 17,713 18,139 Goodwill 326,101 326,260 Intangible assets, net 34,962 40,699 Deferred commissions, noncurrent 20,873 20,761 Other assets 11,419 9,265 Total assets $ 795,179 $ 894,161 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 16,402 $ 16,497 Accrued compensation 36,885 51,654 Accrued expenses 7,169 12,647 Deferred revenue, net 283,073 256,994 Other current liabilities 15,193 12,066 Total current liabilities 358,722 349,858 Deferred tax liabilities 1,420 1,716 Deferred revenue, noncurrent 4,011 2,002 Operating lease liabilities, noncurrent 14,836 16,114 Other liabilities 5,941 4,706 Total liabilities 384,930 374,396 Commitments and contingencies (Note 9) Stockholders’ equity: Common stock, $ 0.001 par value per share, 700,000 shares authorized; 80,235 and 81,877 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively 81 82 Additional paid-in capital 1,085,919 1,025,712 Accumulated other comprehensive loss — ( 630 ) Accumulated deficit ( 675,751 ) ( 505,399 ) Total stockholders’ equity 410,249 519,765 Total liabilities and stockholders’ equity $ 795,179 $ 894,161 See accompanying notes to unaudited condensed consolidated financial statements. 1 Table of Contents INTAPP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Revenues: SaaS $ 102,458 $ 79,976 $ 199,982 $ 156,852 License 25,449 28,017 54,636 56,509 Professional services 12,301 13,216 24,617 26,653 Total revenues 140,208 121,209 279,235 240,014 Cost of revenues: SaaS 18,242 16,292 36,102 31,610 License 1,348 1,630 2,916 3,382 Professional services 15,480 14,549 31,248 29,413 Total cost of revenues 35,070 32,471 70,266 64,405 Gross profit 105,138 88,738 208,969 175,609 Operating expenses: Research and development 39,283 33,325 80,217 65,752 Sales and marketing 46,691 40,791 95,477 78,551 General and administrative 26,341 24,808 54,907 48,746 Total operating expenses 112,315 98,924 230,601 193,049 Operating loss ( 7,177 ) ( 10,186 ) ( 21,632 ) ( 17,440 ) Interest and other income (expense), net 1,915 ( 202 ) 2,974 3,220 Net loss before income taxes ( 5,262 ) ( 10,388 ) ( 18,658 ) ( 14,220 ) Income tax (expense) benefit ( 672 ) 171 ( 1,629 ) ( 517 ) Net loss $ ( 5,934 ) $ ( 10,217 ) $ ( 20,287 ) $ ( 14,737 ) Net loss per share, basic and diluted $ ( 0.07 ) $ ( 0.13 ) $ ( 0.25 ) $ ( 0.19 ) Weighted-average shares used to compute net loss per share, basic and diluted 81,048 78,118 81,465 76,861 See accompanying notes to unaudited condensed consolidated financial statements. 2 Table of Contents INTAPP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) (unaudited) Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Net loss $ ( 5,934 ) $ ( 10,217 ) $ ( 20,287 ) $ ( 14,737 ) Other comprehensive (loss) income: Foreign currency translation adjustments — ( 560 ) ( 169 ) ( 65 ) Foreign currency impact from dissolution of subsidiary — — 799 — Other comprehensive (loss) income — ( 560 ) 630 ( 65 ) Comprehensive loss $ ( 5,934 ) $ ( 10,777 ) $ ( 19,657 ) $ ( 14,802 ) See accompanying notes to unaudited condensed consolidated financial statements. 3 Table of Contents INTAPP, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (unaudited) Three Months Ended December 31, 2025 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of September 30, 2025 81,694 $ 82 $ 1,056,052 $ — $ ( 569,773 ) $ 486,361 Issuance of common stock upon exercise of stock options 482 1 5,331 — — 5,332 Vesting of performance stock units and restricted stock units, net of shares withheld for taxes 335 — ( 8,558 ) — — ( 8,558 ) Issuance of common stock under employee stock purchase plan 59 — 2,153 — — 2,153 Repurchases of common stock ( 2,335 ) ( 2 ) — — ( 100,044 ) ( 100,046 ) Stock-based compensation — — 30,941 — — 30,941 Net loss — — — — ( 5,934 ) ( 5,934 ) Balance as of December 31, 2025 80,235 $ 81 $ 1,085,919 $ — $ ( 675,751 ) $ 410,249 Three Months Ended December 31, 2024 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of September 30, 2024 77,285 $ 78 $ 934,585 $ ( 841 ) $ ( 491,702 ) $ 442,120 Issuance of common stock upon exercise of stock options 1,123 1 9,665 — — 9,666 Vesting of performance stock units and restricted stock units 759 — — — — — Issuance of common stock under employee stock purchase plan 67 — 1,970 — — 1,970 Stock-based compensation — — 25,411 — — 25,411 Foreign currency translation adjustments — — — ( 560 ) — ( 560 ) Net loss — — — — ( 10,217 ) ( 10,217 ) Balance as of December 31, 2024 79,234 $ 79 $ 971,631 $ ( 1,401 ) $ ( 501,919 ) $ 468,390 4 Table of Contents Six Months Ended December 31, 2025 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity Shares Amount 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 822 1 8,133 — — 8,134 Vesting of performance stock units and restricted stock units, net of shares withheld for taxes 918 1 ( 8,559 ) — — ( 8,558 ) Issuance of common stock under employee stock purchase plan 59 — 2,153 — — 2,153 Repurchases of common stock ( 3,441 ) ( 3 ) — — ( 150,065 ) ( 150,068 ) Stock-based compensation — — 58,480 — — 58,480 Foreign currency translation adjustments — — — ( 169 ) — ( 169 ) Foreign currency impact from dissolution of subsidiary — — — 799 — 799 Net loss — — — — ( 20,287 ) ( 20,287 ) Balance as of December 31, 2025 80,235 $ 81 $ 1,085,919 $ — $ ( 675,751 ) $ 410,249 5 Table of Contents Six Months Ended December 31, 2024 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Shares Amount 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 3,161 3 32,581 — — 32,584 Vesting of performance stock units and restricted stock units 1,382 1 ( 1 ) — — — Issuance of common stock under employee stock purchase plan 67 — 1,970 — — 1,970 Stock-based compensation — — 45,400 — — 45,400 Foreign currency translation adjustments — — — ( 65 ) — ( 65 ) Net loss — — — — ( 14,737 ) ( 14,737 ) Balance as of December 31, 2024 79,234 $ 79 $ 971,631 $ ( 1,401 ) $ ( 501,919 ) $ 468,390 See accompanying notes to unaudited condensed consolidated financial statements. 6 Table of Contents INTAPP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended December 31, 2025 2024 Cash Flows from Operating Activities: Net loss $ ( 20,287 ) $ ( 14,737 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,221 8,839 Amortization of operating lease right-of-use assets 2,947 2,558 Accounts receivable allowances 828 823 Stock-based compensation 57,984 45,400 Change in fair value of contingent consideration 500 ( 1,004 ) Deferred income taxes ( 297 ) ( 74 ) Foreign currency impact from dissolution of subsidiary 799 — Asset impairments 1,351 — Other 76 76 Changes in operating assets and liabilities: Accounts receivable ( 30,150 ) 6,465 Unbilled receivables, current 3,997 ( 486 ) Prepaid expenses and other assets 1,868 ( 5,001 ) Deferred commissions ( 2,351 ) ( 165 ) Accounts payable and accrued liabilities ( 19,292 ) ( 7,875 ) Deferred revenue, net 28,088 15,509 Operating lease liabilities ( 3,085 ) ( 2,675 ) Other liabilities 4,479 2,032 Net cash provided by operating activities 36,676 49,685 Cash Flows from Investing Activities: Purchases of property and equipment ( 1,222 ) ( 416 ) Capitalized internal-use software costs ( 4,411 ) ( 3,449 ) Business combinations, net of cash acquired ( 9 ) ( 897 ) Purchase of strategic investments ( 2,990 ) — Net cash used in investing activities ( 8,632 ) ( 4,762 ) Cash Flows from Financing Activities: Proceeds from stock option exercises 8,134 32,584 Proceeds from employee stock purchase plan 2,153 1,970 Payments related to tax withholding for vested equity awards ( 8,558 ) — Payments of contingent consideration and holdback associated with acquisitions ( 1,236 ) ( 2,410 ) Repurchases of common stock ( 150,068 ) — Net cash (used in) provided by financing activities ( 149,575 ) 32,144 Effect of foreign currency exchange rate changes on cash and cash equivalents ( 426 ) 194 Net (decrease) increase in cash, cash equivalents and restricted cash ( 121,957 ) 77,261 Cash, cash equivalents and restricted cash - beginning of period 313,309 208,570 Cash, cash equivalents and restricted cash - end of period $ 191,352 $ 285,831 Reconciliation of cash, cash equivalents and restricted cash to the unaudited condensed consolidated balance sheets: Cash and cash equivalents $ 191,152 $ 285,631 Restricted cash 200 200 Total cash, cash equivalents and restricted cash $ 191,352 $ 285,831 Supplemental Disclosures of Cash Flow Information: Cash paid for income taxes, net of tax refunds $ 520 $ 2,306 Non-Cash Investing and Financing Activities: Purchases of property and equipment in accounts payable and accrued liabilities $ 124 $ 276 Capitalized internal-use software costs in accounts payable and accrued liabilities $ 258 $ 672 Contingent consideration and acquisition holdbacks in accounts payable, accrued expenses and other liabilities $ 422 $ 2,707 Stock-based compensation expense capitalized in internal-use software costs, net $ 458 $ — See accompanying notes to unaudited condensed consolidated financial statements. 7 Table of Contents Intapp, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Description of Business Intapp, Inc. (“Intapp” or the “Company”) is a leading global provider of AI-powered solutions for the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms. Its vertical software as a service (“SaaS”) solutions help professionals apply their collective expertise to make smarter decisions, manage risk, increase competitive advantage and drive new growth. Using the power of Applied AI, its purpose-built vertical SaaS solutions help firms accelerate the flow of information, activate expertise, empower teams, strengthen client relationships, reduce risk, and adapt more quickly in a highly complex ecosystem. The Company serves clients primarily in the United States (“U.S.”) and the United Kingdom (“U.K.”). References to “the Company,” “us,” “we,” or “our” in these unaudited condensed consolidated financial statements refer to the consolidated operations of Intapp and its consolidated subsidiaries. Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC on August 20, 2025. The unaudited condensed consolidated financial statements include accounts of the Company and its consolidated subsidiaries, after eliminating all inter-company transactions and balances. The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal and recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three and six months ended December 31, 2025 are not necessarily indicative of the results to be expected for the full year or any other period. Use of Estimates The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, revenue recognition including determination of the standalone selling price of the deliverables included in multiple deliverable revenue arrangements; allowance for credit losses; the depreciable lives of long-lived assets including intangible assets; the period of benefits of deferred commissions; the fair value of stock-based awards and estimates on the probability of performance vesting conditions; the fair value of assets acquired and liabilities assumed in business combinations; goodwill and long-lived assets impairment assessments; the fair value of contingent consideration liabilities; the incremental borrowing rate used to determine the operating lease liabilities; valuation allowances on deferred tax assets; fair value of strategic investments; uncertain tax positions; and loss contingencies. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the unaudited condensed consolidated financial statements. Significant Accounting Policies There have been no material changes, other than those listed below, to the Company’s significant accounting policies as described in Note 2. “Summary of Significant Accounting Policies,” to the consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. 8 Table of Contents Strategic Investments From time to time, the Company enters into certain strategic investments for the promotion of business and strategic objectives. Strategic investments consist of a convertible debt instrument and equity investments in privately-held companies, which are classified as Other assets on the unaudited condensed consolidated balance sheets. The Company’s strategic investments do not have readily determinable fair values. The convertible debt instrument is accounted for using the fair value option, and is classified as Level 3 within the fair value hierarchy, and the equity investments are accounted for using the measurement alternative at cost, and the Company adjusts for impairments and observable price changes (orderly transactions for the identical or a similar security from the same issuer) included within interest and other income (expense), net on its unaudited condensed consolidated statements of operations as and when it occurs. The measurement alternative election is reassessed each reporting period to determine whether the strategic investments continue to be eligible for this election. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Impairment indicators may include, but are not limited to, a significant deterioration in earnings performance, credit rating, asset quality or business outlook or a significant adverse change in the regulatory, economic, or technological environment. If the strategic investments are considered impaired, the Company will record an impairment charge for the amount by which the carrying value exceeds the fair value of the investment. No impairment of strategic investment has been identified during the periods presented. The Company’s maximum loss exposure is limited to the carrying value of these investments. Segment Information The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). The CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating and reportable segment. The CODM is regularly provided with expenses related to cost of revenues, including cost of SaaS, license, and professional services, research and development, sales and marketing, and general and administrative at the consolidated level to manage the Company’s operations, which are identified as significant segment expenses. Since the Company operates as a single operating and reportable segment, these significant segment expenses are the costs and expenses presented on the unaudited condensed consolidated statements of operations. In addition, the Company has concluded that stock-based compensation disclosed in Note 11. “Stock-Based Compensation” and amortization of acquired intangible assets disclosed in Note 5. “Goodwill and Intangible Assets” also qualify as significant segment expenses. Accordingly, the CODM assesses performance and decides how to allocate resources based on consolidated net loss, as reported on the unaudited condensed consolidated statements of operations. Consolidated net loss is used to monitor budget versus actual results in assessing the overall profitability of the business and to guide decisions on how to invest in and grow the business. The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets. Other segment items which represent segment expenses that are not significant include interest and other income (expense), net and income tax (expense) benefit, which are reflected in the unaudited condensed consolidated statements of operations. Concentrations of Credit Risk and Significant Clients Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with multiple high credit quality financial institutions. The Company is exposed to credit risk for cash and cash equivalents held in financial institutions to the extent that such amounts recorded on the unaudited condensed consolidated balance sheets are in excess of amounts that are insured by the Federal Deposit Insurance Corporation. The Company has not experienced any such losses. No client individually accounted for 10% or more of the Company’s revenues for either of the three and six months ended December 31, 2025 and 2024. As of December 31, 2025, no client individually accounted for 10% or more of the Company’s total accounts receivable. As of June 30, 2025, one client individually accounted for 17 % of the Company’s total accounts receivable. 9 Table of Contents Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures , which requires additional income tax disclosures to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects of future cash flows. The Company adopted this standard prospectively for the fiscal year beginning July 1, 2025. The Company will provide the new disclosures required beginning with its annual financial statements for the fiscal year ending June 30, 2026. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (ASC 220): Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU No. 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date , which clarified the effective date of ASU 2024-03. The guidance requires disclosures, on an annual and interim basis, about specific expense categories presented on the income statement. This guidance will be effective for the Company’s fiscal year beginning July 1, 2027 and for interim periods beginning January 1, 2028, and should be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of the adoption on its consolidated financial statements. In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. This guidance will be effective for the Company’s interim and annual reporting periods beginning July 1, 2026, and should be applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption on its consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) , which modernizes the accounting guidance for internal-use software costs by eliminating the requirement to assess software development stages and introduces a new capitalization threshold. This guidance will be effective for the Company’s interim and annual reporting periods beginning July 1, 2028, and should be applied using a prospective, retrospective or modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact of the adoption on its consolidated financial statements. Note 3. Revenues Disaggregation of Revenues Revenues by geography, based on the shipping address of our clients, were as follows (in thousands): Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 U.S. $ 95,157 $ 83,138 $ 192,167 $ 161,710 U.K. 22,398 18,217 43,102 38,220 Rest of the world 22,653 19,854 43,966 40,084 Total $ 140,208 $ 121,209 $ 279,235 $ 240,014 No country other than those listed above accounted for 10% or more of the Company’s total revenues during the three and six months ended December 31, 2025 and 2024. Deferred Commissions Deferred commissions were $ 38.7 million and $ 36.4 million as of December 31, 2025 and June 30, 2025, respectively. Amortization expense with respect to deferred commissions, which is included in Sales and marketing expense in the Company’s unaudited condensed consolidated statements of operations, was $ 4.8 million and $ 9.4 million for the three and six months ended December 31, 2025, respectively, and $ 4.1 million and $ 8.0 million for the three and six months ended December 31, 2024. There was no impairment loss in relation to the costs capitalized for the periods presented. 10 Table of Contents Contract Balances The Company’s contract assets and liabilities were as follows (in thousands): December 31, 2025 June 30, 2025 Unbilled accounts receivable (1) $ 15,465 $ 19,519 Deferred revenue, net $ 287,084 $ 258,996 (1) The long-term portion of $ 57 thousand as of June 30, 2025 is included in Other assets on the unaudited condensed consolidated balance sheet. There was no allowance for credit losses associated with unbilled receivables as of December 31, 2025 and June 30, 2025. During the six months ended December 31, 2025 and 2024 the Company recognized $ 179.6 million and $ 149.3 million in revenue pertaining to deferred revenue as of June 30, 2025 and 2024, respectively. Remaining Performance Obligations Remaining performance obligations represent non-cancelable contracted revenues that have not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. SaaS subscription is typically satisfied over one to three years , license is typically satisfied at a point in time, support services are generally satisfied within one year, and professional services are typically satisfied within one year. Professional services contracts are not included in the performance obligations amount. As of December 31, 2025, approximately $ 777.1 million of revenues is expected to be recognized from remaining performance obligations with approximately 54 % over the next 12 months and the remainder thereafter. Note 4. Business Combinations TermSheet In connection with the acquisition of TermSheet, LLC (“TermSheet”) on April 21, 2025 , during the three months ended September 30, 2025, the Company finalized the purchase price allocation and paid an immaterial amount to the seller for certain working capital adjustments which was recorded as an increase to Goodwill on the unaudited condensed consolidated balance sheet. This was accounted for as a measurement period adjustment reflecting facts and circumstances that existed as of the acquisition date. During the three months ended December 31, 2025, the Company amended the purchase agreement such that the Company’s obligation to make cash payments of up to $ 15.0 million, which has been accounted for as post-combination compensation, was extended from over the next two fiscal years, as previously disclosed on the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, to over the next three fiscal years, subject to certain performance measures and in some cases, certain service conditions. For further information refer to Note 4. “Business Combinations” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. TDI In connection with the acquisition of Transform Data International B.V. and its subsidiaries (“TDI”) on May 1, 2024 , the Company paid $ 0.9 million to the seller for certain working capital adjustments during the six months ended December 31, 2024. This was included in the purchase price and is recorded in investing activities in the Company’s unaudited condensed consolidated statements of cash flows. 11 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, 2025 $ 326,260 Purchase price adjustment 9 Foreign currency translation adjustment ( 168 ) Balance as of December 31, 2025 $ 326,101 Intangible Assets Intangible assets acquired through business combinations consisted of the following (in thousands): December 31, 2025 Useful Life (In years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Client relationships 9 to 15 $ 52,074 $ ( 34,966 ) $ 17,108 Non-compete agreements 3 to 5 4,907 ( 4,764 ) 143 Trademarks and trade names Indefinite 4,683 — 4,683 Trademarks and trade names 5 to 10 7,825 ( 6,401 ) 1,424 Core technology 2 to 7 68,089 ( 56,492 ) 11,597 Backlog 2 1,027 ( 1,020 ) 7 Intangible assets, net $ 138,605 $ ( 103,643 ) $ 34,962 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 Amortization expense related to acquired intangible assets was recognized as follows (in thousands): Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Cost of SaaS $ 1,710 $ 1,509 $ 3,421 $ 3,080 Sales and marketing 1,102 1,268 2,202 2,536 General and administrative 57 163 114 326 Total amortization expense $ 2,869 $ 2,940 $ 5,737 $ 5,942 12 Table of Contents As of December 31, 2025, the estimated future amortization expense for acquired intangible assets is as follows (in thousands): Fiscal Year Ending June 30, Amount 2026 (remaining 6 months) $ 4,847 2027 7,832 2028 7,335 2029 5,400 2030 2,295 2031 and thereafter 2,570 Total remaining amortization $ 30,279 Note 6. Fair Value Measurements The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical, assets or liabilities at the measurement date; Level 2 —Inputs are quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 —Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Money market funds are classified as Level 1 as the assets are valued using quoted prices in active markets. The convertible debt instrument is classified as Level 3 due to the use of unobservable valuation inputs and limited market activity. Liabilities for contingent consideration related to business combinations are classified as Level 3 liabilities as the Company uses unobservable inputs in the valuation, specifically related to the projected total contract value generated by the acquired businesses for a distinct period of time. Financial Assets and Liabilities The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of the date indicated by level within the fair value hierarchy (in thousands): December 31, 2025 June 30, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 132,650 $ — $ — $ 132,650 $ 243,232 $ — $ — $ 243,232 Other assets: Convertible debt instrument — — 2,990 2,990 — — — — Total financial assets $ 132,650 $ — $ 2,990 $ 135,640 $ 243,232 $ — $ — $ 243,232 Financial Liabilities: Liability for contingent consideration, current portion $ — $ — $ 92 $ 92 $ — $ — $ — $ — Liability for contingent consideration, noncurrent portion — — — — — — 86 86 Total financial liabilities $ — $ — $ 92 $ 92 $ — $ — $ 86 $ 86 13 Table of Contents In connection with the acquisition of TDI, the Company recorded a contingent liability of $ 0.2 million on the acquisition date for the estimated fair value of the contingent consideration, which was measured based on the probability of achieving certain performance measures pursuant to the acquisition agreement. Accordingly, the Company recorded a contingent consideration liability of $ 0.1 million as of December 31, 2025 and June 30, 2025, which was included in Other liabilities on the unaudited condensed 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 six months ended December 31, 2024, 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 six months ended December 31, 2025, the Company made a fair value adjustment of based on a finalized targeted earnout true-up and made a payment of $ 0.5 million. Accordingly, the contingent consideration was nil as of December 31, 2025 and June 30, 2025, respectively. The fair value of the contingent consideration was initially estimated on the acquisition date using the Monte Carlo simulation and included key assumptions used by management related to the estimated probability of occurrence and discount rates. Subsequent changes in the fair value of the contingent consideration liabilities, resulting from management’s revision of key assumptions and estimates, have been recorded in General and administrative expenses on the unaudited condensed consolidated statements of operations. Gains and losses resulting from exchange rate fluctuation on contingent consideration liabilities denominated in currencies other than U.S. dollars are recognized in interest and other income, net on the unaudited condensed consolidated statements of operations. Changes in contingent consideration liabilities were as follows (in thousands): Six Months Ended December 31, 2025 2024 Balance, beginning of period $ 86 $ 2,558 Change of contingent consideration 506 ( 848 ) Payment of contingent consideration ( 500 ) ( 1,401 ) Effect of foreign currency exchange rate changes — ( 4 ) Balance, end of period $ 92 $ 305 Other financial instruments consist of accounts receivable, accounts payable, accrued expenses, accrued liabilities and other current liabilities, which are stated at their carrying value as it approximates fair value due to the short time to expected receipt or payment. Strategic Investments As of December 31, 2025 and June 30, 2025, the total amount of strategic investments included in Other assets on the Company’s unaudited condensed consolidated balance sheets were $ 5.0 million and $ 2.0 million, respectively. The Company did not recognize any unrealized gain or loss on the strategic investments for the periods presented. Note 7. Internal-Use Software Costs Capitalized Internal-Use Software Costs Capitalized internal-use software costs, net consisted of the following (in thousands): December 31, 2025 June 30, 2025 Capitalized internal-use software costs $ 35,787 $ 31,564 Less: Accumulated amortization ( 16,393 ) ( 13,958 ) Capitalized internal-use software costs, net $ 19,394 $ 17,606 14 Table of Contents Activity related to capitalized internal-use software costs was as follows (in thousands): Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Additions to capitalized internal-use software (1) $ 2,231 $ 1,845 $ 4,223 $ 3,476 Amortization (2) $ 1,255 $ 926 $ 2,435 $ 1,872 (1) Additions to capitalized stock-based compensation costs, which is included in these amounts, were $ 0.3 million and $ 0.5 million during the three and six months ended December 31, 2025, respectively, and were not material during the three and six months ended December 31, 2024. (2) Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts, was not material during the three and six months ended December 31, 2025 and 2024, respectively. The Company has not recorded any impairment charges during the periods presented. Capitalized Cloud Computing Implementation Costs Capitalized cloud computing implementation costs, net consisted of the following (in thousands): December 31, 2025 June 30, 2025 Capitalized cloud computing implementation costs $ 8,905 $ 8,464 Less: Accumulated amortization ( 1,740 ) ( 865 ) Capitalized cloud computing implementation costs, net $ 7,165 $ 7,599 Capitalized cloud computing implementation costs included in prepaid expenses $ 2,412 $ 1,979 Activity related to capitalized cloud computing implementation costs was as follows (in thousands): Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Additions to capitalized cloud computing implementation costs (1) $ 560 $ 1,061 $ 1,607 $ 1,884 Amortization (2) $ 462 $ 155 $ 875 $ 240 (1) Additions to capitalized stock-based compensation costs, which is included in these amounts, were not material and $ 0.1 million during the three and six months ended December 31, 2025, respectively, and were not material during the three and six months ended December 31, 2024. (2) Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts, was not material during the three and six months ended December 31, 2025 and 2024, respectively. Impairment charges with respect to the Company’s digital transformation initiative, which are included in General and administrative expense on the unaudited condensed consolidated statement of operations, were nil and $ 1.4 million for the three and six ended December 31, 2025, respectively, and nil for the three and six months ended December 31, 2024. Note 8. Leases The Company leases the majority of its office space in the U.S., U.K., Germany, Portugal, Netherlands, Ukraine and Singapore under non-cancelable operating lease agreements, which have various expiration dates through June 2030, some of which include options to extend the leases for up to 5 years. The components of lease costs were as follows (in thousands): Three Months Ended December 31, Six Months Ended December 31, Operating Leases: 2025 2024 2025 2024 Operating lease cost $ 1,882 $ 1,678 $ 3,697 $ 3,383 Short-term lease cost $ 300 $ 678 $ 568 $ 870 Variable lease cost $ 122 $ 134 $ 274 $ 250 15 Table of Contents 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: December 31, 2025 December 31, 2024 Weighted-average remaining lease term (in years) 3.9 5.0 Weighted-average discount rate 6.7 % 6.9 % The following table presents supplemental cash flow information related to the Company’s operating leases (in thousands): Six Months Ended December 31, 2025 2024 Cash payments included in the measurement of operating lease liabilities $ 3,835 $ 3,461 ROU assets obtained in exchange for new operating lease liabilities $ 2,526 $ ( 419 ) Current operating lease liabilities of $ 7.1 million and $ 6.5 million were included in Other current liabilities on the Company’s unaudited condensed consolidated balance sheets as of December 31, 2025 and June 30, 2025, respectively. As of December 31, 2025, remaining maturities of operating lease liabilities are as follows (in thousands): Fiscal Year Ending June 30, Amount 2026 (remaining 6 months) $ 4,868 2027 5,772 2028 5,210 2029 5,215 2030 3,756 2031 and thereafter — Total lease payments 24,821 Less: imputed interest ( 2,892 ) Present value of operating lease liabilities $ 21,929 Note 9. Commitments and Contingencies Other Purchase Commitments The Company’s other purchase commitments primarily consist of third-party cloud services, support fees and software subscriptions to support operations in the ordinary course of business. There were no material purchase commitments that were entered into during the six months ended December 31, 2025. In December 2021, the Company entered into an agreement with Microsoft Corp., pursuant to which the Company is committed to spend a minimum of $ 110.0 million on cloud services. The committed spend period concludes at the end of December 2028 , with the Company having the option to extend any remaining commitment into a further 12 -month period to the end of December 2029 . As of December 31, 2025, the Company had $ 66.1 million remaining on this commitment. Litigation From time to time, the Company is a party to claims, lawsuits, and proceedings which arise in the ordinary course of business. The Company warrants to its clients that it has all necessary rights and licenses to the intellectual property comprised in its products and services and indemnifies those clients against intellectual property claims with respect to such products and services, so such claims, lawsuits and proceedings might in the future include claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. The Company is not presently a party to any litigation the outcome of which, it believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the business, operating results, or financial condition. 16 Table of Contents Note 10. Debt On October 5, 2021, the Company entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022 (the “Credit Agreement”) among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan”). The Credit Agreement provides for a five-year , senior secured revolving credit facility of $ 100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $ 10.0 million (the “JPMorgan Credit Facility”). The Credit Agreement also provides that the Company may seek additional revolving credit commitments in an aggregate amount not to exceed $ 50.0 million, subject to certain administrative procedures, including approval by the Administrative Agent. Future borrowings under the JPMorgan Credit Facility will bear interest, at the Company’s election, at an annual rate based on either (a) an adjusted secured overnight financing rate (“SOFR”, as described in the Credit Agreement) plus a percentage spread (ranging from 1.75 % to 2.50 %) or (b) an alternate base rate (as described in the Credit Agreement) plus a percentage spread (ranging from 0.75 % to 1.50 %), in each case based on the Company’s total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the JPMorgan Credit Facility at an annual rate ranging from 0.25 % to 0.40 %, based on the Company’s total net leverage ratio. In connection with the execution of the Credit Agreement, the Company also entered into a pledge and security agreement (the “Security Agreement”) dated as of October 5, 2021 among the Company, the subsidiary grantors thereto and JPMorgan, as administrative agent for the secured parties. Under the Security Agreement, borrowings under the JPMorgan Credit Facility are secured by a first priority pledge of all of the capital stock and substantially all of the assets (excluding real estate interests) of each subsidiary of the Company and the subsidiary guarantors. The Credit Agreement provides that the Company must maintain compliance with a maximum consolidated total net leverage ratio covenant, as determined in accordance with the Credit Agreement. It also contains affirmative, negative and financial covenants, including limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default. The Company was in compliance with all covenants as of December 31, 2025. As of December 31, 2025 and June 30, 2025, there were no outstanding borrowings under the JPMorgan Credit Facility. Note 11. Stock-Based Compensation Equity Incentive Plans In June 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Omnibus Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”). The 2021 Plan provides for the grant of restricted shares, restricted share units (“RSUs”), performance shares, performance share units (“PSUs”), deferred share units, share options and share appreciation rights. All employees, non-employee directors and selected third-party service providers of the Company and its subsidiaries and affiliates are eligible to receive grants under the 2021 Plan. Eligible employees may purchase the Company’s common stock under the ESPP. Stock Awards The Company has granted time-based and performance-based stock options, RSUs and PSUs, collectively referred to as “Stock Awards.” The Company accounts for stock-based compensation using the fair value method which requires the Company to measure stock-based compensation based on the grant-date fair value of the awards and recognize compensation expense over the requisite service or performance period. Awards that contain only service conditions, are generally earned over four years and expensed on a straight-line basis over that term. Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions. Stock Options Stock options granted generally become exercisable ratably over a four-year period following the date of grant and expire ten years from the date of grant. 17 Table of Contents Stock option activity under the Company’s equity incentive plans during the six months ended December 31, 2025 was as follows (in thousands, except per share data): Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Balance as of June 30, 2025 2,628 $ 11.42 3.8 $ 105,632 Exercised ( 822 ) 9.91 Forfeited/Expired ( 1 ) 3.99 Balance as of December 31, 2025 1,805 $ 12.11 3.7 $ 60,829 Vested and exercisable as of December 31, 2025 1,805 $ 12.11 3.7 $ 60,829 Vested and expected to vest as of December 31, 2025 1,805 $ 12.11 3.7 $ 60,829 (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 six months ended December 31, 2025. The total intrinsic value of stock options exercised and the proceeds from option exercises during the six months ended December 31, 2025 were $ 26.8 million and $ 8.1 million, respectively. PSUs and RSUs During the six months ended December 31, 2025, the Company granted PSUs to certain of its employees with vesting terms based on meeting certain operating performance targets, including annual recurring revenue and profitability targets, and continued service conditions. The Company also granted RSUs to certain employees that vest based on continued service. PSU activity during the six months ended December 31, 2025 was as follows (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Balance as of June 30, 2025 2,010 $ 37.98 Granted 967 46.47 Vested ( 356 ) 34.71 Forfeited ( 176 ) 30.28 Balance as of December 31, 2025 2,445 $ 42.36 RSU activity during the six months ended December 31, 2025 was as follows (in thousands, except per share data): Number of Shares Weighted- Average Grant Date Fair Value Balance as of June 30, 2025 3,306 $ 41.27 Granted 1,576 42.42 Vested ( 773 ) 37.02 Forfeited ( 255 ) 40.39 Balance as of December 31, 2025 3,854 $ 42.64 18 Table of Contents Stock-Based Compensation Expense The Company recorded stock-based compensation expense in the unaudited condensed consolidated statements of operations as follows (in thousands): Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Cost of revenues Cost of SaaS $ 907 $ 851 $ 1,693 $ 1,515 Cost of license 158 199 335 388 Cost of professional services 1,582 1,652 3,007 3,031 Research and development 8,634 6,800 16,621 11,424 Sales and marketing 9,284 7,232 17,177 12,970 General and administrative 10,132 8,677 19,151 16,072 Total stock-based compensation $ 30,697 $ 25,411 $ 57,984 $ 45,400 As of December 31, 2025, there was approximately $ 200.4 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 2.4 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 six months ended December 31, 2025, 59,345 shares were purchased under the ESPP. As of December 31, 2025, 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. Note 12. Income Taxes The Company determines its income tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items occurring during the periods presented. The primary difference between its effective tax rate and the federal statutory rate is the full valuation allowance the Company has established on its federal and state net operating losses and credits. Income taxes from international operations were not material for the three and six months ended December 31, 2025 and 2024. The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is not currently under audit by the Internal Revenue Service or other similar tax authorities. The Company’s tax returns remain open to examination as follows: U.S. federal and states, all tax years; and significant foreign jurisdictions, generally 2019 through 2025. Note 13. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method. 19 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): Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Numerator: Net loss $ ( 5,934 ) $ ( 10,217 ) $ ( 20,287 ) $ ( 14,737 ) Denominator: Weighted-average shares used to compute net loss per share, basic and diluted 81,048 78,118 81,465 76,861 Net loss per share, basic and diluted $ ( 0.07 ) $ ( 0.13 ) $ ( 0.25 ) $ ( 0.19 ) 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): As of December 31, 2025 2024 Outstanding stock options to purchase common stock 1,805 3,681 Unvested PSUs and RSUs 6,299 6,389 Shares issuable under ESPP 71 41 Total 8,175 10,111 Note 14. Stockholders’ Equity Stock Repurchase Program On August 7, 2025, the Company’s Board of Directors authorized a common stock repurchase program of up to $ 150.0 million, which was announced on August 12, 2025 . The Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques. The stock repurchase program does not have an expiration date. The timing and number of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to repurchase any of its common stock, or to acquire a specified number of shares, and may be modified, suspended or discontinued at the Company’s discretion. During the three and six months ended December 31, 2025, the Company repurchased approximately 2.3 million and 3.4 million shares of its common stock for $ 100.0 million and $ 150.0 million, excluding broker fees, respectively. The repurchased shares of common stock were retired. As of December 31, 2025, there were no remaining funds authorized or available for stock repurchases. On January 29, 2026, the Company’s Board of Directors authorized a new common stock repurchase program of up to $ 200.0 million. For further information, refer to Note 15. “Subsequent Events” in the Company’s condensed consolidated financial statements. Note 15. Subsequent Events In January 2026, the Company initiated a restructuring plan to reduce costs and optimize its structure by reducing its workforce and facility footprint in the Netherlands. The Company preliminarily expects to incur total restructuring charges of approximately $ 5.0 million in fiscal year 2026, these expenses are expected to consist primarily of employee severance and termination benefits. 20 Table of Contents On January 29, 2026, the Company’s Board of Directors authorized a new common stock repurchase program of up to $ 200.0 million. 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 any time at the Company’s discretion. 21 Table of Contents