INTA insider vests performance shares and uses 10b5-1 plan to sell for taxes
Rhea-AI Filing Summary
Intapp, Inc. insider David Benjamin reported multiple equity transactions in August 2025. He received 16,247 earned shares on 08/19/2025 tied to performance share units and 21,000 RSUs vested the same period subject to service-based vesting that lapsed on 08/20/2025. Additional vesting added 2,890 RSUs on 08/20/2025. To cover tax liabilities from the vesting events, Benjamin sold 6,690 shares on 08/20/2025 in multiple trades under a company 10b5-1 plan established May 14, 2025, at weighted average prices of approximately $41.85, $42.36, and $43.09. Following these transactions he beneficially owned 12,447 shares.
Positive
- Earned performance shares (16,247) were certified by the audit committee, showing objective performance-based compensation
- Use of a 10b5-1 plan established May 14, 2025, provides preclearance and transparency for the tax-motivated sales
- Detailed disclosure of weighted average sale prices and offer to supply per-price trade details enhances transparency
Negative
- Insider sold 6,690 shares to cover tax liabilities, which reduced beneficial ownership from 19,137 to 12,447 shares
- Net beneficial ownership declined following vesting and tax sales, which modestly reduces the reporting person's stake
Insights
TL;DR: Insider received performance-based and service RSUs and sold shares to cover tax under a 10b5-1 plan; disclosure is routine.
The filing documents typical executive compensation mechanics: performance share units converted to earned shares certified by the audit committee and RSU vesting subject to service conditions. The sale activity was conducted pursuant to a company-established 10b5-1 plan, which helps mitigate concerns about opportunistic trading around material events. The disclosure includes weighted average sale prices and offers to provide granular trade-by-trade detail, supporting transparency. No change in control, litigation, or extraordinary compensation deviations are disclosed.
TL;DR: Transaction mix reflects compensation realization and tax withholding via market sales; net insider ownership declined but remains disclosed.
The report quantifies earned performance shares (16,247) and RSU grants/vests (21,000 plus 2,890 incremental RSUs). Share sales totaling 6,690 shares at weighted average prices in the low $40s were executed to satisfy tax obligations, reducing beneficial ownership to 12,447 shares. The filing clarifies vesting schedules and confirms the tax-sale was executed under a pre-established 10b5-1 plan, minimizing market-timing concerns. For investors, these are compensation-driven trades rather than open-market directional bets.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Units | 2,890 | $0.00 | -- |
| Exercise | Common Stock | 2,890 | $0.00 | -- |
| Sale | Common Stock | 4,090 | $41.8477 | $171K |
| Sale | Common Stock | 2,507 | $42.3552 | $106K |
| Sale | Common Stock | 93 | $43.0935 | $4K |
| Grant/Award | Restricted Share Units | 21,000 | $0.00 | -- |
| Grant/Award | Common Stock | 16,247 | $0.00 | -- |
Footnotes (1)
- The shares of Intapp, Inc.'s (the "Issuer") common stock reported in this Form 4 represent shares earned, as certified by the audit committee of the board of directors of the Issuer on August 19, 2025, based on the level of achievement of the applicable performance conditions over the applicable performance period, in respect of performance share units granted pursuant to the Intapp, Inc. 2021 Omnibus Incentive Plan. The earned shares of Issuer common stock reported in this Form 4 are subject to service-based vesting requirements that lapsed on August 20, 2025. The reported transaction involved a restricted share unit ("RSU") vesting on August 20, 2025. Shares of Intapp, Inc.'s (the "Company") common stock sold for tax liability incurred upon the vesting of performance share units and RSUs granted pursuant to the Intapp, Inc. 2021 Omnibus Incentive Plan. Shares were sold pursuant to a 10b5-1 plan put in place by the Company on May 14, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from (a) with respect to the weighted average price of $41.8477: $41.66 to $41.9956, inclusive, (b) with respect to the weighted average price of $42.3552: $42.00 to $42.98, inclusive, and (c) with respect to the weighted average price of $43.0935: $43.01 to $43.22, inclusive. The reporting person undertakes to provide to Intapp, Inc., any security holder of Intapp, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4). The reported transaction involved the reporting person's receipt of a grant of RSUs under the Intapp, Inc. 2021 Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of Intapp, Inc. common stock. The RSUs vest, subject to continued employment, as to 8.33% of the shares on November 20, 2025, and in 11 equal quarterly installments thereafter. Each RSU represents a contingent right to receive one share of Intapp, Inc. common stock. The RSUs have vested and will vest, subject to continued employment, as to 8.33% of the shares on November 20, 2024, and in 11 equal quarterly installments thereafter.
