What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2026-02-03 · 91 added, 91 removed, 210 unchanged (46% of the section changed)

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

Highlights for the three months ended December 31, 2025

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

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

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

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

Highlights for the three months ended March 31, 2026

During the three months ended March 31, 2026, we generated total revenues of $146.0 million with a gross margin of 76%.

Our operating cash flow was $63.9 million and we repurchased approximately 3.9 million of our common stock for $100.1 million, including broker fees.

Total cash and cash equivalents as of March 31, 2026 were $146.8 million.

Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $791.4 million as of March 31, 2026.

How We Generate Revenue

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

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

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

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

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Market Adoption of our Cloud Platform.

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

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

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

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

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

ARR was $559.9 million and $454.7 million as of March 31, 2026 and 2025, respectively, an increase of 23%.

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

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

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

Cloud ARR was $459.3 million and $351.8 million as of March 31, 2026 and 2025, respectively, an increase of 31%, and represented 82% and 77% of ARR as of March 31, 2026 and 2025, respectively.

Cloud Net Revenue Retention (“NRR”)

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

Our trailing twelve months Cloud NRR as of December 31, 2025 and 2024 was 124% and 119%, respectively.

Our trailing twelve months Cloud NRR as of March 31, 2026 and 2025 was 123% and 119%, respectively.

Number of Clients

We believe our ability to increase the number of clients on our platform is a key indicator of the growth of our business and our future business opportunities.

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

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

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

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

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

As of December 31, 2025 and 2024, we had 834 and 728 clients, respectively, with contracts greater than $100,000 of ARR.

These clients have the financial and operating resources needed to purchase, deploy, and successfully use the full capabilities of our software platform, and as such, we believe our ability to increase the number of enterprise clients on our platform is a key indicator of the growth of our business and our future business opportunities.

We define an enterprise client at the end of any reporting period as an entity with at least one active subscription as of the measurement date with contracts greater than $50,000 of ARR.

We believe the number of our enterprise clients with contracts greater than $50,000 of ARR and the number of our enterprise clients with contracts greater than $100,000 of ARR are important metrics for highlighting our progress on the path to full adoption of our platform by our accounting, consulting, investment banking, legal, private capital and real assets clients.

As of March 31, 2026 and 2025, we had more than 1,375 and 1,250 enterprise clients, respectively, with contracts greater than $50,000 of ARR.

As of March 31, 2026 and 2025, we had 858 and 748 enterprise clients, respectively, with contracts greater than $100,000 of ARR.

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

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

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

We pursue growth in the number of enterprise clients greater than $50,000 and $100,000 of ARR, but our biggest drivers are the assets under management and revenue growth of our clients as well as growth in the total number of professionals they employ.

Components of Our Results of Operations

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

Interest and Other Income (Expense), Net

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

Income Tax (Expense) Benefit

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

Interest and Other (Expense) Income, Net

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

Income Tax Expense

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

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

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

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

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

2026 2025 2026 2025

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Operating loss (14,246) (10) (5,702) (4) (35,878) (8) (23,142) (6)

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

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

Net loss before income taxes (14,412) (10) (2,318) (2) (33,070) (8) (16,538) (4)

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

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

Net loss $ (15,495) (11) % $ (2,952) (2) % $ (35,782) (8) % $ (17,689) (5) %

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

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

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

2026 2025 2026 2025

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Total stock-based compensation $ 31,111 21 % $ 22,715 18 % $ 89,095 21 % $ 68,115 18 %

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

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

Comparison of the Three and Nine Months Ended March 31, 2026 and 2025

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

2026 2025 Amount % 2026 2025 Amount %

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Total revenues $ 146,037 $ 129,067 $ 16,970 13 % $ 425,272 $ 369,081 $ 56,191 15 %

SaaS revenues increased by $22.5 million, or 28%, and $43.1 million, or 27%, respectively, in the three and six months ended December 31, 2025 compared to the same periods in the prior year, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions.

SaaS revenues increased by $23.0 million, or 27%, and $66.1 million, or 27%, respectively, in the three and nine months ended March 31, 2026 compared to the same periods in the prior year, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions.

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

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

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

License revenues decreased by $6.9 million, or 22%, and $8.8 million, or 10%, respectively, in the three and nine months ended March 31, 2026 compared to the same periods in the prior year, due to clients migrating to our SaaS solutions.

Professional Services

Professional services revenues decreased by $0.9 million, or 7%, and $2.0 million, or 8%, respectively, in the three and six months ended December 31, 2025 compared to the same periods in the prior year, due to changes in mix of resource delivery to our third-party implementation partners.

Professional services revenues increased by $0.9 million, or 7%, in the three months ended March 31, 2026 compared to the same period in the prior year, due to a continuation demand for implementation, upgrade and migration services consistent with our revenue growth.

Professional services revenues decreased by $1.1 million, or 3%, in the nine months ended March 31, 2026 compared to the same period in the prior year, due to changes in mix of resource delivery to our third-party implementation partners.

Cost of Revenues and Gross Profit

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

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

2026 2025 Amount % 2026 2025 Amount %

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Gross profit $ 110,511 $ 96,406 $ 14,105 15 % $ 319,480 $ 272,015 $ 47,465 17 %

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

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

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

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

Cost of SaaS revenues increased by $2.1 million, or 12%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This was primarily driven by increases in cloud hosting costs of $0.8 million, royalty expenses of $0.6 million, and amortization of acquired intangible assets costs of $0.5 million.

Cost of SaaS revenues increased by $6.6 million, or 14%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025.

This was primarily driven by increases in cloud hosting costs of $2.1 million, royalty expenses of $1.5 million, amortization of acquired intangible assets costs of $1.3 million, personnel-related costs of $0.6 million primarily due to annual salary increases, and contractor costs of $0.5 million.

Cost of License

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

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

Cost of license revenues decreased by $0.1 million, or 4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to a decrease in personnel-related costs of $0.1 million.

Cost of license revenues decreased by $0.5 million, or 11%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025, primarily due to decreases in personnel-related costs of $0.3 million.

Cost of Professional Services

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

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

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

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

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

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

Cost of professional services revenues increased by $0.8 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This was primarily driven by increases in personnel-related costs of $0.5 million and contractor costs of $0.3 million.

Cost of professional services revenues increased by $2.7 million, or 6%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025.

This was primarily driven by increases in contractor costs of $1.8 million and personnel-related costs of $0.8 million.

Gross profit increased by $14.1 million, or 15%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Of this increase, $20.9 million was attributable to growth in SaaS revenues, partially offset by a $6.8 million decrease related to license revenues as clients migrated to SaaS solutions.

Gross profit increased by $47.5 million, or 17%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025.

Of this increase, $59.5 million was attributable to growth in SaaS revenues, partially offset by a $8.2 million decrease related to license revenues as clients migrated to SaaS solutions, and a $3.8 million decrease related to professional services revenues as costs increased as a percentage of related revenues.

Operating Expenses

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

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

2026 2025 Amount % 2026 2025 Amount %

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Research and Development

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

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

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

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

Research and development expenses increased by $10.1 million, or 29%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This was primarily driven by increases in stock-based compensation expense of $3.5 million primarily due to an increase in stock awards granted, restructuring costs of $2.6 million mainly due to the Netherlands Restructuring Plan, personnel-related costs of $1.9 million due to annual salary increases and increased headcount, and deferred consideration accruals of $1.8 million related to prior acquisitions.

Research and development expenses increased by $24.5 million, or 25%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025.

This was primarily driven by increases in stock-based compensation expense of $8.7 million primarily due to an increase in stock awards granted, personnel-related costs of $6.5 million due to annual salary increases and increased headcount, restructuring costs of $2.9 million primarily due to the Netherlands Restructuring Plan, and deferred consideration accruals of $3.5 million related to prior acquisitions.

Sales and Marketing

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

This was driven by increases in personnel-related costs of $2.4 million primarily due to annual salary increases and increased headcount, stock-based compensation expense of $2.0 million primarily due to an increase in stock awards granted, commissions expense of $1.5 million due to increased sales and a deferred consideration accrual related to a prior acquisition of $0.6 million, partially offset by decreases in sales and marketing events and related travel expenses of $0.9 million.

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

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

Sales and marketing expenses increased by $10.3 million, or 24%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This was primarily driven by increases in personnel-related costs of $4.2 million due to annual salary increases and increased headcount, stock-based compensation expense of $2.8 million primarily due to an increase in stock awards granted, commissions expense of $1.2 million due to increased sales, marketing events and travel related expenses of $1.1 million, and a deferred consideration accrual related to a prior acquisition of $1.0 million.

Sales and marketing expenses increased by $27.2 million, or 23%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025.

This was primarily driven by increases in personnel-related costs of $10.5 million primarily due to annual salary increases and increased headcount, stock-based compensation expense of $7.0 million primarily due to an increase in stock awards granted, commissions expense of $3.8 million due to increased sales, marketing events and travel related expenses of $2.5 million, and a deferred consideration accrual related to a prior acquisition of $2.7 million.

General and Administrative

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

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

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

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

Interest and Other Income (Expense), Net

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

General and administrative expenses increased by $2.3 million, or 9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This was driven by increases in stock-based compensation expense of $2.1 million primarily due to an increase in stock awards granted.

General and administrative expenses increased by $8.5 million, or 11%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025.

This was driven by increases in stock-based compensation expense of $5.2 million due to an increase in stock awards granted, and personnel-related costs of $3.3 million primarily due to annual salary increases and increased headcount.

Interest and Other (Expense) Income, Net

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

2026 2025 Amount % 2026 2025 Amount %

(in thousands, except for percentages)

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

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

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

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

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

Income Tax (Expense) Benefit

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

Interest and other (expense) income, net $ (166) $ 3,384 $ (3,550) (105 %) $ 2,808 $ 6,604 $ (3,796) (57 %)

Interest and other (expense) income, net, decreased by $3.6 million or 105% , for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This was primarily driven by a $2.6 million change from foreign currency transactions and remeasurement and a $1.3 million decrease in interest income as a result of reduction in cash held in money market funds.

Interest and other (expense) income, net decreased by $3.8 million, or 57%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025.

This was primarily driven by a $2.5 million change from foreign currency transactions and remeasurement and a $0.9 million decrease in interest income as a result of reduction in cash held in money market funds.

Income Tax Expense

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

2026 2025 Amount % 2026 2025 Amount %

(in thousands, except for percentages)

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

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

Income tax expense $ (1,083) $ (634) $ (449) 71 % $ (2,712) $ (1,151) $ (1,561) (136 %)

Our income tax expense during the three and nine months ended March 31, 2026 and 2025 was primarily attributable to income tax expense in foreign jurisdictions and a number of U.S.

state jurisdictions.

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Sources and Uses of Liquidity

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

As of March 31, 2026, we had cash and cash equivalents of $146.8 million.

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

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

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

We believe our existing cash and cash equivalents as of March 31, 2026, along with our JPMorgan Credit Facility described below, will be sufficient to meet our working capital and capital expenditure needs for the next twelve months and beyond.

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

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

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

As of March 31, 2026, no amounts have been borrowed under the JPMorgan Credit Facility.

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

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

Six Months Ended December 31,

Nine Months Ended March 31,

Net cash provided by operating activities $ 100,592 $ 85,186

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Operating Activities

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

These adjustments consisted of $73.4 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization, amortization of operating lease right-of-use assets and asset impairments) and a net cash outflow of $16.4 million from net changes in operating assets and liabilities.

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

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

During the nine months ended March 31, 2026, net cash provided by operating activities was $100.6 million, as our net loss of $35.8 million was reduced by $136.4 million of adjustments.

These adjustments consisted of $111.1 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization, amortization of operating lease right-of-use assets and asset impairments) and a net cash inflow of $25.2 million from net changes in operating assets and liabilities.

The net cash inflow from changes in operating assets and liabilities was primarily driven by cash inflow from an increase in deferred revenue of $22.8 million due to the timing of invoicing our clients, a decrease in accounts receivable of $8.8 million due to timing of billing and collections on our outstanding receivables, a decrease in unbilled receivables of $7.4 million due to the timing of invoicing to our clients and $7.3 million increase in other liabilities due to timing of payments, partially offset by cash outflow primarily related to a $12.6 million decrease in accounts payable and accrued liabilities primarily due to timing of payments, $4.9 million decrease in operating lease liabilities due to lease payments and $3.8 million increase in deferred commissions due to increased sales.

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

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

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

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

Investing Activities

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

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

During the nine months ended March 31, 2026, net cash used in investing activities was $11.3 million, due to capitalized internal-use software costs of $6.5 million, a strategic investment purchase of $3.0 million and capital expenditures of $1.8 million on property and equipment.

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

Financing Activities

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

During the six months ended December 31, 2024, net cash provided by financing activities was $32.1 million, primarily comprised of $32.6 million of proceeds from stock option exercises and $2.0 million of proceeds from the employee stock purchase plan, offset by $2.4 million in payments for contingent consideration and holdbacks related to a prior acquisition.

During the nine months ended March 31, 2026, net cash used in financing activities was $254.7 million, comprised of $250.1 million in payments for the repurchases of common stock, including broker fees, $14.4 million of payments related to employee payroll tax withholding on vested equity awards and $1.7 million in payments for contingent consideration and holdbacks related to prior acquisitions, partially offset by $9.4 million of proceeds from stock option exercises and $2.2 million of proceeds from the employee stock purchase plan.

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

Stock Repurchase Programs

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

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

During the nine months ended March 31, 2026, we have repurchased $150.0 million, excluding broker fees, of our common stock under this program and no funds remain available for repurchase under this repurchase authorization limit.

The repurchased shares of common stock were retired.

For further information refer to Note 14.

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

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

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

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

During the nine months ended March 31, 2026, we have repurchased $100.0 million, excluding broker fees, of our common stock under this program and $100.0 million remains available for repurchase under this repurchase authorization limit.

The repurchased shares of common stock were retired.

For further information refer to Note 14.

“Subsequent Events” in our condensed consolidated financial statements.

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

Material Cash Commitments

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

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

As a result of restructuring plans, we expect to make future cash payments of approximately $0.9 million.

For further information refer to Note 15.

“Restructuring” to our unaudited condensed consolidated financial statements.

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

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

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

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

We were in compliance with all of the covenants as of March 31, 2026.

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

Critical Accounting Policies and Estimates

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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 2. Management’s Discussion and Analysis