What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2026-02-03 · 143 added, 103 removed, 510 unchanged (33% of the section changed)

2 unchanged sentences

(in thousands, except per share data)

December 31, 2025 June 30, 2025

March 31, 2026 June 30, 2025

Current assets:

1 unchanged sentence

Restricted cash 200 200

Accounts receivable, net of allowance of $ 1,237 and $ 968 as of December 31, 2025 and June 30, 2025, respectively

Accounts receivable, net of allowance of $ 1,286 and $ 968 as of March 31, 2026 and June 30, 2025, respectively

80,380 89,667

27 unchanged sentences

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

76,944 and 81,877 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively

Additional paid-in capital 1,112,363 1,025,712

6 unchanged sentences

(in thousands, except per share data)

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

15 unchanged sentences

Operating loss ( 14,246 ) ( 5,702 ) ( 35,878 ) ( 23,142 )

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

Interest and other (expense) income, net ( 166 ) 3,384 2,808 6,604

Net loss before income taxes ( 14,412 ) ( 2,318 ) ( 33,070 ) ( 16,538 )

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

Income tax expense ( 1,083 ) ( 634 ) ( 2,712 ) ( 1,151 )

Net loss $ ( 15,495 ) $ ( 2,952 ) $ ( 35,782 ) $ ( 17,689 )

4 unchanged sentences

(in thousands)

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

Net loss $ ( 15,495 ) $ ( 2,952 ) $ ( 35,782 ) $ ( 17,689 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments — 255 ( 169 ) 190

Foreign currency impact from dissolution of subsidiary — — 799 —

Other comprehensive (loss) income — ( 560 ) 630 ( 65 )

Other comprehensive income (loss) — 255 630 190

Comprehensive loss $ ( 15,495 ) $ ( 2,697 ) $ ( 35,152 ) $ ( 17,499 )

2 unchanged sentences

(in thousands)

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

Common Stock Additional

4 unchanged sentences

Shares Amount

Balance as of September 30, 2025 81,694 $ 82 $ 1,056,052 $ — $ ( 569,773 ) $ 486,361

Balance as of December 31, 2025 80,235 $ 81 $ 1,085,919 $ — $ ( 675,751 ) $ 410,249

Issuance of common stock upon exercise of stock options 151 — 1,224 — — 1,224

Vesting of performance stock units and restricted stock units, net of shares withheld for taxes 453 — ( 6,715 ) — — ( 6,715 )

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 )

Repurchases of common stock, including excise tax ( 3,895 ) ( 4 ) — — ( 100,993 ) ( 100,997 )

Stock-based compensation — — 31,935 — — 31,935

Net loss — — — — ( 15,495 ) ( 15,495 )

Balance as of December 31, 2025 80,235 $ 81 $ 1,085,919 $ — $ ( 675,751 ) $ 410,249

Three Months Ended December 31, 2024

Balance as of March 31, 2026 76,944 $ 77 $ 1,112,363 $ — $ ( 792,239 ) $ 320,201

Three Months Ended March 31, 2025

Common Stock Additional

4 unchanged sentences

Shares Amount

Balance as of September 30, 2024 77,285 $ 78 $ 934,585 $ ( 841 ) $ ( 491,702 ) $ 442,120

Balance as of December 31, 2024 79,234 $ 79 $ 971,631 $ ( 1,401 ) $ ( 501,919 ) $ 468,390

Issuance of common stock upon exercise of stock options 505 1 3,554 — — 3,555

Vesting of performance stock units and restricted stock units 842 1 ( 1 ) — — —

Issuance of common stock under employee stock purchase plan 67 — 1,970 — — 1,970

Stock-based compensation — — 23,052 — — 23,052

1 unchanged sentence

Net loss — — — — ( 2,952 ) ( 2,952 )

Balance as of December 31, 2024 79,234 $ 79 $ 971,631 $ ( 1,401 ) $ ( 501,919 ) $ 468,390

Six Months Ended December 31, 2025

Balance as of March 31, 2025 80,581 $ 81 $ 998,236 $ ( 1,146 ) $ ( 504,871 ) $ 492,300

Nine Months Ended March 31, 2026

Common Stock Additional

8 unchanged sentences

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 )

Repurchases of common stock, including excise tax ( 7,336 ) ( 7 ) — — ( 251,058 ) ( 251,065 )

Stock-based compensation — — 90,415 — — 90,415

2 unchanged sentences

Net loss — — — — ( 35,782 ) ( 35,782 )

Balance as of December 31, 2025 80,235 $ 81 $ 1,085,919 $ — $ ( 675,751 ) $ 410,249

Six Months Ended December 31, 2024

Balance as of March 31, 2026 76,944 $ 77 $ 1,112,363 $ — $ ( 792,239 ) $ 320,201

Nine Months Ended March 31, 2025

Common Stock Additional

11 unchanged sentences

Net loss — — — — ( 17,689 ) ( 17,689 )

Balance as of December 31, 2024 79,234 $ 79 $ 971,631 $ ( 1,401 ) $ ( 501,919 ) $ 468,390

Balance as of March 31, 2025 80,581 $ 81 $ 998,236 $ ( 1,146 ) $ ( 504,871 ) $ 492,300

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

(in thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

Cash Flows from Operating Activities:

9 unchanged sentences

Asset impairments 1,351 —

Other 146 336

Changes in operating assets and liabilities:

36 unchanged sentences

Stock-based compensation expense capitalized in internal-use software costs, net $ 1,297 $ 233

Accrued tax withholding for vested equity awards $ 865 $ —

Excise tax on repurchases of common stock $ 919 $ —

See accompanying notes to unaudited condensed consolidated financial statements.

14 unchanged sentences

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.

The historical results are not necessarily indicative of future results, and the results of operations for the three and nine months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year or any other period.

Use of Estimates

22 unchanged sentences

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 convertible debt instrument is accounted for using the fair value option, and is classified as Level 3 within the fair value hierarchy, and the equity investments are accounted for using the measurement alternative at cost, and the Company adjusts for impairments and observable price changes (orderly transactions for the identical or a similar security from the same issuer) included within interest and other (expense) income, net on its unaudited condensed consolidated statements of operations as and when it occurs.

The measurement alternative election is reassessed each reporting period to determine whether the strategic investments continue to be eligible for this election.

16 unchanged sentences

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.

Other segment items which represent segment expenses that are not significant include interest and other (expense) income, net and income tax expense, which are reflected in the unaudited condensed consolidated statements of operations.

Concentrations of Credit Risk and Significant Clients

3 unchanged sentences

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.

No client individually accounted for 10% or more of the Company’s revenues for either of the three and nine months ended March 31, 2026 and 2025.

As of March 31, 2026, no client individually accounted for 10% or more of the Company’s total accounts receivable.

As of June 30, 2025, one client individually accounted for 17 % of the Company’s total accounts receivable.

27 unchanged sentences

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,

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

3 unchanged sentences

Total $ 146,037 $ 129,067 $ 425,272 $ 369,081

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.

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

Deferred Commissions

Deferred commissions were $ 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.

Deferred commissions were $ 40.2 million and $ 36.4 million as of March 31, 2026 and June 30, 2025, respectively.

Amortization expense with respect to deferred commissions, which is included in Sales and marketing expense in the Company’s unaudited condensed consolidated statements of operations, was $ 5.4 million and $ 14.8 million for the three and nine months ended March 31, 2026, respectively, and $ 4.1 million and $ 12.2 million for the three and nine months ended March 31, 2025.

There was no impairment loss in relation to the costs capitalized for the periods presented.

1 unchanged sentence

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

December 31, 2025 June 30, 2025

March 31, 2026 June 30, 2025

Unbilled accounts receivable (1)

1 unchanged sentence

Deferred revenue, net $ 281,814 $ 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.

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

There was no allowance for credit losses associated with unbilled receivables as of March 31, 2026 and June 30, 2025.

During the nine months ended March 31, 2026 and 2025, the Company recognized $ 231.2 million and $ 187.8 million in revenue pertaining to deferred revenue as of June 30, 2025 and 2024, respectively.

Remaining Performance Obligations

2 unchanged sentences

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.

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

Business Combinations

5 unchanged sentences

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.

and its subsidiaries (“TDI”) on May 1, 2024 , the Company paid $ 0.9 million to the seller for certain working capital adjustments during the nine months ended March 31, 2025.

This was included in the purchase price and is recorded in investing activities in the Company’s unaudited condensed consolidated statements of cash flows.

In January 2026, upon successfully completing the integration of TDI’s technology capabilities, including its Microsoft 365 integrations and collaboration software into Intapp’s platform, the Company initiated a restructuring plan (the “Netherlands Restructuring Plan”).

The plan was designed to reduce costs and optimize the Company’s legal and operational structure by reducing its workforce and facility footprint in support of its long-term growth strategy.

During the three months ended March 31, 2026, the Company accelerated payments of deferred consideration and contingent consideration to TDI and made these payments in February 2026.

For further information refer to Note 6.

“Fair Value Measurements” and Note 15.

“Restructuring.”

Goodwill and Intangible Assets

4 unchanged sentences

Foreign currency translation adjustment ( 168 )

Balance as of December 31, 2025 $ 326,101

Balance as of March 31, 2026 $ 326,101

Intangible Assets

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

December 31, 2025

March 31, 2026

(In years) Gross Carrying Amount Accumulated

26 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

3 unchanged sentences

Total amortization expense $ 2,868 $ 2,709 $ 8,605 $ 8,651

As of December 31, 2025, the estimated future amortization expense for acquired intangible assets is as follows (in thousands):

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

Fiscal Year Ending June 30, Amount

12 unchanged sentences

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

March 31, 2026 June 30, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

6 unchanged sentences

Financial Liabilities:

Liability for contingent consideration, current portion $ — $ — $ 92 $ 92 $ — $ — $ — $ —

Liability for contingent consideration, noncurrent portion $ — $ — $ — $ — $ — $ — $ 86 $ 86

1 unchanged sentence

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.

Furthermore, as a result of the Netherlands Restructuring Plan, the Company accelerated the payment of this liability.

During the nine months ended March 31, 2026, the Company paid $ 1.2 million related to the contingent consideration liability.

Accordingly, the contingent consideration liability was nil and $ 0.1 million as of March 31, 2026 and June 30, 2025, respectively, which was included in Other liabilities on the unaudited condensed consolidated balance sheet.

In connection with the acquisition of Paragon Data Labs, Inc.

1 unchanged sentence

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.

During the nine months ended March 31, 2025, the Company made a fair value adjustment of $ 1.0 million based on the probability of achieving certain performance measures and paid $ 1.4 million related to the contingent consideration.

During the nine months ended March 31, 2026, the Company made a fair value adjustment of based on a finalized targeted earnout true-up and paid $ 0.5 million.

Accordingly, the contingent consideration liability was nil as of March 31, 2026 and June 30, 2025, respectively.

The fair value of the contingent consideration was initially estimated on the acquisition date using the Monte Carlo simulation and included key assumptions used by management related to the estimated probability of occurrence and discount rates.

1 unchanged sentence

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.

dollars are recognized in interest and other (expense) income, net on the unaudited condensed consolidated statements of operations.

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

Six Months Ended December 31,

Nine Months Ended March 31,

Balance, beginning of period $ 86 $ 2,558

5 unchanged sentences

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.

As of March 31, 2026 and June 30, 2025, the total amount of strategic investments included in Other assets on the Company’s unaudited condensed consolidated balance sheets were $ 5.0 million and $ 2.0 million, respectively.

The Company did not recognize any unrealized gain or loss on the strategic investments for the periods presented.

2 unchanged sentences

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

December 31, 2025 June 30, 2025

March 31, 2026 June 30, 2025

Capitalized internal-use software costs $ 38,721 $ 31,564

2 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

3 unchanged sentences

$ 1,269 $ 921 $ 3,704 $ 2,793

(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.

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

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

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

Capitalized Cloud Computing Implementation Costs

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

December 31, 2025 June 30, 2025

March 31, 2026 June 30, 2025

Capitalized cloud computing implementation costs $ 9,100 $ 8,464

3 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

3 unchanged sentences

$ 536 $ 269 $ 1,411 $ 509

(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.

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.

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.

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

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

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

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

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

Three Months Ended March 31, Nine Months Ended March 31,

Operating Leases:

5 unchanged sentences

Lease Term and Discount Rate:

December 31, 2025 December 31, 2024

March 31, 2026 March 31, 2025

Weighted-average remaining lease term (in years) 3.7 4.9

1 unchanged sentence

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

Six Months Ended December 31,

Nine Months Ended March 31,

Cash payments included in the measurement of operating lease liabilities $ 5,971 $ 5,033

ROU assets obtained in exchange for new operating lease liabilities $ 3,107 $ ( 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):

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

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

Fiscal Year Ending June 30, Amount

7 unchanged sentences

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.

There were no material purchase commitments that were entered into during the nine months ended March 31, 2026.

In December 2021, the Company entered into an agreement with Microsoft Corp., pursuant to which the Company is committed to spend a minimum of $ 110.0 million on cloud services.

The committed spend period concludes at the end of December 2028 , with the Company having the option to extend any remaining commitment into a further 12 -month period to the end of December 2029 .

As of December 31, 2025, the Company had $ 66.1 million remaining on this commitment.

As of March 31, 2026, the Company had $ 60.4 million remaining on this commitment.

From time to time, the Company is a party to claims, lawsuits, and proceedings which arise in the ordinary course of business.

13 unchanged sentences

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.

The Company was in compliance with all covenants as of March 31, 2026.

As of March 31, 2026 and June 30, 2025, there were no outstanding borrowings under the JPMorgan Credit Facility.

Stock-Based Compensation

9 unchanged sentences

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

Stock option activity under the Company’s equity incentive plans during the six months ended December 31, 2025 was as follows (in thousands, except per share data):

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

Options Weighted-

4 unchanged sentences

Forfeited/Expired ( 7 ) 13.01

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

Balance as of March 31, 2026 1,648 $ 12.46 3.6 $ 22,030

Vested and exercisable as of March 31, 2026 1,648 $ 12.46 3.6 $ 22,030

Vested and expected to vest as of March 31, 2026 1,648 $ 12.46 3.6 $ 22,030

(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.

There were no stock options granted during the nine months ended March 31, 2026.

The total intrinsic value of stock options exercised and the proceeds from option exercises during the nine months ended March 31, 2026 were $ 30.0 million and $ 9.4 million, respectively.

PSUs and RSUs

During the 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.

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

The Company also granted RSUs to certain employees that vest based on continued service.

PSU activity during the six months ended December 31, 2025 was as follows (in thousands, except per share data):

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

Number of Shares Weighted-

3 unchanged sentences

Forfeited ( 250 ) 33.14

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):

Balance as of March 31, 2026 2,137 $ 42.78

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

Number of Shares Weighted-

3 unchanged sentences

Forfeited ( 364 ) 40.80

Balance as of December 31, 2025 3,854 $ 42.64

Balance as of March 31, 2026 4,768 $ 37.59

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,

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

7 unchanged sentences

Total stock-based compensation $ 31,111 $ 22,715 $ 89,095 $ 68,115

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.

In connection with the Netherlands Restructuring Plan, the Company modified and accelerated the vesting of certain RSU awards held by individuals impacted by the restructuring.

The modification affected 12 individuals and a total of 20,611 RSU awards.

As a result of this modification, the Company recognized $ 0.7 million of stock-based compensation expense during the three and nine months ended March 31, 2026.

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

2021 Employee Stock Purchase Plan

1 unchanged sentence

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.

During the nine months ended March 31, 2026, 58,767 shares were purchased under the ESPP.

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

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.

Income taxes from international operations were not material for the three and nine months ended March 31, 2026 and 2025.

The Company files income tax returns in the U.S.

10 unchanged sentences

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,

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

3 unchanged sentences

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,

As of March 31,

Outstanding stock options to purchase common stock 1,648 3,175

5 unchanged sentences

On August 7, 2025, the Company’s Board of Directors authorized a common stock repurchase program of up to $ 150.0 million, which was announced on August 12, 2025 .

The Company fully exhausted the authorized repurchase limit under the program in the second quarter of fiscal year 2026.

On January 29, 2026, the Company’s Board of Directors authorized a new common stock repurchase program of up to $ 200.0 million, which was announced on February 3, 2026 .

The Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques.

2 unchanged sentences

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.

During the three and nine months ended March 31, 2026, the Company repurchased approximately 3.9 million and 7.3 million shares of its common stock for $ 100.0 million and $ 250.0 million, excluding broker fees, respectively.

The repurchased shares of common stock were retired.

As of 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.

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.

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

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.

As of March 31, 2026, $ 100.0 million remained available and authorized for repurchases.

Additionally, in connection with the share repurchase, the Company accrued $ 0.9 million of excise tax for the three and nine months ended March 31, 2026.

Restructuring

The plan was designed to reduce costs and optimize the Company’s legal and operational structure by reducing its workforce and facility footprint in support of its long-term growth strategy.

During the three and nine months ended March 31, 2026, the Company incurred $ 3.5 million in restructuring costs in connection with the Netherlands Restructuring Plan.

These costs comprised of charges of $ 2.8 million, which included $ 0.9 million employee severance and related benefits and $ 1.9 million other costs, and charges of $ 0.7 million related to stock-based compensation for acceleration of certain equity awards.

Others cost primarily relate to the acceleration and waiver of certain service and performance conditions associated with the acquisition of TDI in a prior year, resulting in an incremental $ 1.2 million deferred consideration and $ 0.6 million contingent consideration expense for the three and nine months ended March 31, 2026.

The Company expects to finalize the Netherlands Restructuring Plan by the fourth quarter of fiscal year 2026.

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

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

Three Months Ended March 31, 2026

Severance Stock-based Compensation Others Total, Netherlands Restructuring Plan Other Plans Total

Cost of revenues

Cost of SaaS $ 43 $ 26 $ — $ 69 $ 1 $ 70

Cost of license — — — — 8 8

Cost of professional services 57 20 — 77 28 105

Research and development 767 654 1,744 3,165 150 3,315

Sales and marketing — — — — 27 27

General and administrative — — 156 156 81 237

Total restructuring costs $ 867 $ 700 $ 1,900 $ 3,467 $ 295 $ 3,762

Nine Months Ended March 31, 2026

Severance Stock-based Compensation Others Total, Netherlands Restructuring Plan Other Plans Total

Cost of revenues

Cost of SaaS $ 43 $ 26 $ — $ 69 $ 26 $ 95

Cost of license — — — — 9 9

Cost of professional services 57 20 — 77 77 154

Research and development 767 654 1,744 3,165 590 3,755

Sales and marketing — — — — 73 73

General and administrative — — 156 156 213 369

Total restructuring costs $ 867 $ 700 $ 1,900 $ 3,467 $ 988 $ 4,455

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

Three Months Ended March 31, Nine Months Ended March 31,

Beginning of the period

Accrual reclassification (1)

Restructuring costs 2,983 3,676

Cash payments ( 3,408 ) ( 4,235 )

End of the period

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements