Intapp, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2026. Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report with respect to our internal control over financial reporting, which is included in Part II, Item 8 of this Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 96 Table of Contents Item 9B. Other Information Rule 10b5-1 Trading Plans George Neble , a member of our Board of Directors , entered into a stock trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 Plan”) on May 13, 2026 , which has an end date of May 31, 2027 . Mr. Neble's Rule 10b5-1 Plan provides for the potential sale of up to 5,124 shares of Intapp common stock. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 97 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees, which is available on our website (investors.intapp.com) under “Governance.” The Code of Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002, as amended, and Item 406 of Regulation S-K. In addition, we intend to promptly disclose on our website (1) the nature of any amendment to our Code of Business Conduct and Ethics that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our Code of Business Conduct and Ethics that is granted to a director or one of these specified officers, the name of such person who is granted the waiver and the date of the waiver. The information contained on, or accessible from, our website is not part of this Annual Report on Form 10-K by reference or otherwise. Insider Trading Policy Our Board of Directors has approved the Intapp, Inc. Insider Trading Policy (the “Insider Trading Policy”). The Insider Trading Policy governs transactions, including the purchase, sale and/or other dispositions of, in our securities by our directors, officers, employees and other agents (and members of the forgoing persons’ immediate families and households). The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and the listing requirements of the Nasdaq Global Select Market. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Executive Officers Set forth below is certain information, including names, ages, positions, and biographical information, regarding the executive officers of the Company, as of the date hereof. John Hall (53), Chairman and Chief Executive Officer John Hall has served as a director and our Chief Executive Officer since 2007. Prior to joining us, Mr. Hall was an early executive at VA Linux Systems and helped lead the company from its startup phase to its initial public offering. David H. Morton, Jr. (54), Chief Financial Officer David Morton has served as our Chief Financial Officer since August 2023. Prior to joining us, Mr. Morton served as chief financial officer of DigiCert, Inc., a cybersecurity company, from November 2021 to August 2023. Prior to DigiCert, Mr. Morton served as chief financial officer at Anaplan, Inc., a software as a service company, from September 2018 to July 2021 and remained as an employee of Anaplan until September 2021. Mr. Morton served as chief accounting officer at Tesla, Inc. from August 2018 to September 2018. Earlier, Mr. Morton served as executive vice president, chief financial officer and principal accounting officer of Seagate Technology, plc, an electronic data storage company from October 2015 to August 2018. Mr. Morton received a B.S. from California State Polytechnic University, Pomona in Business Administration with a major in Finance, Real Estate and Law. Thad Jampol (50), Co-founder and Chief Product Officer Thad Jampol is our Co-Founder and has served as our Chief Product Officer since 2000. Mr. Jampol is the architect of the Intapp platform. Mr. Jampol received a B.S. from the University of California, Los Angeles in Computer Science. Don Coleman (51), Chief Operating Officer Don Coleman has served as our Chief Operating Officer since 2003. Over more than two decades with the Company, Mr. Coleman has led the teams that grew the Company's revenue from its pre-revenue stage through its emergence as a global, publicly traded company. Earlier in his career, Mr. Coleman held mergers and acquisitions roles at Excite@Home, a pioneering provider of internet media services, and co-founded Stanford Student Enterprises. Mr. Coleman received a B.A. and B.S. from Stanford University in Economics and Biology. 98 Table of Contents Lyra Schramm (52), Chief People and Places Officer Lyra Schramm has served as our Chief People and Places Officer since July 2026. Prior to joining the Company, Ms. Schramm served as Executive Vice President and Chief People Officer of F5, Inc. from April 2024 to June 2026. Prior to joining F5, Ms. Schramm served in various leadership roles at Alphabet Inc. from May 2015 to April 2024, including Vice President, Strategy & Innovation from September 2021 to April 2024. Ms. Schramm received a B.A. from Washington State University in Marketing. Dustin Sedgwick (41), Chief Marketing Officer Dustin Sedgwick has served as Chief Marketing Officer of the Company since August 2025. Prior to joining the Company, Mr. Sedgwick was Chief Marketing Officer, Payments of JPMorgan Chase & Co. from April 2021 to August 2025. Prior to joining JPMorgan Chase & Co., Mr. Sedgwick held various marketing leadership positions at Microsoft Corporation from 2011 to April 2021. Mr. Sedgwick received a B.A. from Princeton University in Economics and an M.B.A. from Harvard Business School. Ben Harrison (41), President, Industries Ben Harrison is the Founder of DealCloud and has served as our President, Industries since February 2024. Mr. Harrison was our President, Financial Services from 2018 to February 2024. At DealCloud, Mr. Harrison served as the President and Chief Executive Officer and Chief Revenue Officer. Prior to founding DealCloud, Mr. Harrison worked for Falfurrias Capital Partners, a Charlotte-based private equity firm, and also in M&A advisory with Harris Williams & Co. and Edgeview Partners. Mr. Harrison received a B.S.B.A. from the University of North Carolina at Chapel Hill and was awarded the William M. Rawls scholarship. The remaining information required by this Item is incorporated herein by reference to the sections titled “Board of Directors,” Election of Directors” and “Corporate Governance” of the definitive proxy statement for our 2026 Annual Meeting of Stockholders, to be filed no later than 120 days after June 30, 2026. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to the sections titled “Board of Directors – Director Compensation,” “Corporate Governance – Compensation Interlocks and Insider Participation,” “Executive Compensation,” “Executive Compensation Tables” and “CEO Pay Ratio” of the definitive proxy statement for our 2026 Annual Meeting of Stockholders, to be filed no later than 120 days after June 30, 2026. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to the sections titled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” of the definitive proxy statement for our 2026 Annual Meeting of Stockholders, to be filed no later than 120 days after June 30, 2026. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated herein by reference to the sections titled “Certain Relationships and Related Party Transactions” and “Corporate Governance” of the definitive proxy statement for our 2026 Annual Meeting of Stockholders, to be filed no later than 120 days after June 30, 2026. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated herein by reference to the section titled “Ratification of Appointment of Independent Registered Public Accounting Firm” of the definitive proxy statement for our 2026 Annual Meeting of Stockholders, to be filed no later than 120 days after June 30, 2026. 99 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: 1. Consolidated Financial Statements See Index to Consolidated Financial Statements at Item 8 herein. 2. Financial Statement Schedules Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein. 3. Exhibits See the Exhibit Index of this Annual Report on Form 10-K set forth below. 100 Table of Contents Item 16. Form 10-K Summary None. Exhibit Index Incorporated by Reference Exhibit Number Description Form File Number Date Number Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of Intapp, Inc. 8-K 001-40550 July 6, 2021 3.1 3.2 Amended and Restated Bylaws of Intapp, Inc. 10-K 001-40550 August 20, 2025 3.2 4.1 Description of Capital Stock X 10.1+ Intapp, Inc. Amended and Restated 2012 Stock Option and Grant Plan S-8 333-257507 June 29, 2021 99.1 10.2+ Intapp, Inc. 2021 Employee Stock Purchase Plan S-8 333-257507 June 29, 2021 99.2 10.3+ Intapp, Inc. 2021 Omnibus Incentive Plan S-8 333-257507 June 29, 2021 99.3 10.4+ Form of Restricted Share Unit Award Agreement under the 2021 Omnibus Incentive Plan S-8 333-257507 June 29, 2021 99.4 10.5+ Form of Performance Share Unit Award Agreement under the 2021 Omnibus Incentive Plan S-8 333-257507 June 29, 2021 99.5 10.6+ Form of Stock Option Award Agreement under the 2021 Omnibus Incentive Plan S-8 333-257507 June 29, 2021 99.6 10.7+ Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors S-1 333-256812 June 4, 2021 10.9 10.8 Second Amended and Restated Stockholders Agreement, dated as of July 2, 2021, by and among Intapp, Inc., Great Hill Equity Partners IV, L.P., Great Hill Investors, LLC and Anderson Investments Pte. Ltd. 8-K 001-40550 July 6, 2021 10.1 10.9 Third Amended and Restated Registration Rights Agreement, dated July 1 , 2026 , by and among Intapp, Inc., Anderson Investments Pte. Ltd ., Aranda Investments Pte. Ltd. and John Hall 8-K 001-40550 July 7, 2026 10.1 101 Table of Contents 10.10+ Employment Agreement, dated as of June 18, 2021, by and between Intapp, Inc. and John Hall S-1/A 333-256812 June 24, 2021 10.12 10.11+ Employment Agreement, dated as of June 29, 2021, by and between Intapp, Inc. and Donald Coleman 10-K 001-40550 September 15, 2021 10.11 10.12+ Employment Agreement, dated as of June 18, 2021, by and between Intapp, Inc. and Thad Jampol S-1/A 333-256812 June 24, 2021 10.14 10.13+ Employment Agreement between the Company and David Morton, dated July 11, 2023 8-K 001-40550 July 13, 2023 10.1 10.14+ Consulting Agreement, dated March 1, 2016, by and between Integration Appliance, Inc. and Ralph Baxter S-1 333-256812 June 4, 2021 10.16 10.15+ First Amendment to Consulting Agreement, dated April 28, 2017, by and between Integration Appliance, Inc. and Ralph Baxter S-1 333-256812 June 4, 2021 10.17 10.16+ Second Amendment to Consulting Agreement, dated January 1, 2019, by and between Integration Appliance, Inc. and Ralph Baxter S-1 333-256812 June 4, 2021 10.18 10.17+ Third Amendment to Consulting Agreement, dated April 29, 2019, by and between Integration Appliance, Inc. and Ralph Baxter S-1 333-256812 June 4, 2021 10.19 10.18+ Fourth Amendment to Consulting Agreement, dated December 18, 2019, by and between Integration Appliance, Inc. and Ralph Baxter, Inc. S-1 333-256812 June 4, 2021 10.20 10.19+ Fifth Amendment to Consulting Agreement, dated June 16, 2020, by and between Integration Appliance, Inc. and Ralph Baxter, Inc. S-1 333-256812 June 4, 2021 10.21 10.20+ Sixth Amendment to Consulting Agreement, dated June 20, 2021, by and between Integration Appliance, Inc. and Ralph Baxter, Inc. S-1/A 333-256812 June 21, 2021 10.22 10.21† Credit Agreement, dated as of Ju ly 7, 2026 , by and among the Company, the guarantors party thereto, the lenders party thereto and UBS AG, Stamford Branch , as administrative agent. X 102 Table of Contents 10.22† Pledge and Security Agreement, dated as of July 7, 2026 , by and among the Company, the subsidiary guarantors party thereto and UBS AG, Stamf ord Branch , as collateral agent. X 10.24+ Seventh Amendment to Consulting Agreement, dated June 23, 2022, by and between Integration Appliance, Inc. and Ralph Baxter, Inc. 10-K 001-40550 September 9, 2022 10.24 10.26+ Eighth Amendment to Consulting Agreement, dated June 23, 2023, by and between Integration Appliance, Inc. and Ralph Baxter, Inc. 10-K 001-40550 September 7, 2023 10.26 10.27+ Ninth Amendment to Consulting Agreement, dated June 30, 2024, by and between Integration Appliance, Inc. and Ralph Baxter, Inc. 10-K 001-40550 August 26, 2024 10.29 10.28+ Employment Agreement, dated as of June 29, 2021, by and between Intapp, Inc. and Ben Harrison 10-K 001-40550 August 26, 2024 10.30 10.29+ Amendment to Employment Agreement, dated as of April 14, 2025, by and between Intapp, Inc. and Ben Harrison 10-Q 001-40550 May 6, 2025 10.1 10.30+ Amendment to Employment Agreement, dated as of April 2, 2025, by and between Intapp, Inc. and David Morton 10-Q 001-40550 May 6, 2025 10.2 10.31+ Amendment to Employment Agreement, dated as of April 2, 2025, by and between Intapp, Inc. and Donald Coleman 10-Q 001-40550 May 6, 2025 10.3 10.32+ Amendment to Employment Agreement, dated as of April 8, 2025, by and between Intapp, Inc. and John Hall 10-Q 001-40550 May 6, 2025 10.4 10.33+ Amendment to Employment Agreement, dated as of April 7, 2025, by and between Intapp, Inc. and Thad Jampol 10-Q 001-40550 May 6, 2025 10.5 10.34+ Tenth Amendment to Consulting Agreement, dated June 30, 2025, by and between Integration Appliance, Inc. and Ralph Baxter, Inc. 10-K 001-40550 August 20, 2025 10.34 103 Table of Contents 10.35+ Eleventh Amendment to Consulting Agreement, dated July 2, 2026, by and between Integration Appliance, Inc. and Ralph Baxter, Inc. X 10.36+ A mend ed and Restated Employment Agreement, dated as of August 25, 202 5 , by and between Intapp, Inc. and Dustin Sedgwick X 19.1 Insider Trading Policy 10-K 001-40550 August 20, 2025 19.1 21.1 List of Subsidiaries X 23.1 Consent of Deloitte & Touche LLP X 24.1 Power of Attorney (included in signature pages hereto) X 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Compensation Recovery Policy 10-K 001-40550 August 26, 2024 97.1 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document X 104 Table of Contents 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents X 104 Cover page formatted as Inline XBRL and contained in Exhibit 101 X + Indicates a management contract or compensatory plan † Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Intapp, Inc. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon its request. * The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing. 105 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Intapp, Inc. Date: August 13, 2026 By: /s/ John Hall Name: John Hall Title: Chief Executive Officer (Principal Executive Officer) Date: August 13, 2026 By: /s/ David Morton Name: David Morton Title: Chief Financial Officer (Principal Financial and Accounting Officer) 106 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Hall and David Morton, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ John Hall Chief Executive Officer and Director (principal executive officer) August 13, 2026 John Hall /s/ David Morton Chief Financial Officer (principal financial and accounting officer) August 13, 2026 David Morton /s/ Beverly Allen Director August 13, 2026 Beverly Allen /s/ Ralph Baxter Director August 13, 2026 Ralph Baxter /s/ Martin Fichtner Director August 13, 2026 Martin Fichtner /s/ Nancy Harris Director August 13, 2026 Nancy Harris /s/ Charles Moran Director August 13, 2026 Charles Moran /s/ George Neble Director August 13, 2026 George Neble /s/ Marie Wieck Director August 13, 2026 Marie Wieck 107