Intapp CFO Reports RSU Vesting, ESPP Purchase and 10b5-1 Sales

Rhea-AI Filing Summary

Morton David H. Jr., Chief Financial Officer of Intapp, Inc. (INTA), reported multiple equity transactions on August 19-20, 2025. On August 19 he was certified as having earned 15,347 shares from performance-based awards subject to service-based vesting that lapsed on August 20. On August 19 he also received 33,000 restricted share units (RSUs). On August 20 he acquired additional vested RSUs totaling 13,247 shares and purchased 233 shares under the company ESPP. To cover tax liabilities from vesting, he sold 9,943 shares in multiple transactions under a company 10b5-1 plan at weighted average prices of $41.8477, $42.3552 and $43.0935. Following the reported activity, his direct beneficial ownership ranges in the filings include totals such as 51,623 and 78,288 shares across items reported.

Positive

• Audit committee certification of earned performance shares on August 19, 2025, shows formal governance review
• Use of a 10b5-1 plan for sales indicates pre-established trading controls to avoid opportunistic insider trading
• ESPP purchase of 233 shares demonstrates participation in employee ownership programs
• Detailed disclosure of weighted average sale prices and vesting schedules enhances transparency

Negative

• Shares sold to cover tax liabilities reduced direct holdings by 9,943 shares across multiple transactions
• Multiple small sales at varying prices may complicate tracking of average cost basis for remaining holdings

Insights

Securities Analyst

TL;DR: Routine executive vesting and ESPP purchase with tax-sale executions under a 10b5-1 plan; not materially dilutive.

The filings show performance share units and RSUs certified and vesting, plus an ESPP purchase of 233 shares. Sales totaling 9,943 shares were executed pursuant to a 10b5-1 plan specifically to satisfy tax withholding obligations, with weighted average sale prices reported. These transactions are standard compensation-related movements by a CFO and consistent with pre-established trading rules. The disclosure includes precise volumes and weighted average prices, supporting transparency for investors.

Corporate Governance Expert

TL;DR: Proper use of 10b5-1 plan and audit committee certification demonstrates governance controls over insider awards and sales.

The Form 4 indicates the audit committee certified performance conditions, and sales to cover tax were processed under a 10b5-1 plan adopted May 14, 2025. The report also discloses ESPP purchases made under plan terms. The filing is timely and detailed, including ranges for sale prices and vesting schedules for RSUs, which aligns with good disclosure practices for executive equity compensation and insider trading compliance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MORTON DAVID H JR

(Last) (First) (Middle)

C/O INTAPP, INC

3101 PARK BLVD

(Street)

PALO ALTO CA 94306

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Intapp, Inc. [ INTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/19/2025		A		15,347	A	$0(1)	48,319(2)	D
Common Stock	08/20/2025		M(3)		4,548	A	$0	52,867	D
Common Stock	08/20/2025		M(3)		8,699	A	$0	61,566	D
Common Stock	08/20/2025		S(4)		6,078	D	$41.8477(5)	55,488	D
Common Stock	08/20/2025		S(4)		3,727	D	$42.3552(5)	51,761	D
Common Stock	08/20/2025		S(4)		138	D	$43.0935(5)	51,623	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(6)	08/19/2025		A(6)		33,000		(7)	(7)	Common Stock	33,000	$0	33,000	D
Restricted Share Units	(8)	08/20/2025		M(3)			4,548	(9)	(9)	Common Stock	4,548	$0	36,407	D
Restricted Share Units	(8)	08/20/2025		M(3)			8,699	(10)	(10)	Common Stock	8,699	$0	78,288	D

Explanation of Responses:

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.

2. Includes 233 shares purchased at a price of $46.85 pursuant to the Intapp, Inc. 2021 Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of December 1, 2024, through May 31, 2025. In accordance with the ESPP, these shares were purchased in a transaction exempt under Rule 16b-3(c) at a price equal to 85% of the closing price of Issuer common stock on May 31, 2025.

3. The reported transaction involved a restricted share unit ("RSU") vesting on August 20, 2025.

4. 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.

5. 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 (5).

6. 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.

7. 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.

8. Each RSU represents a contingent right to receive one share of Intapp, Inc. common stock.

9. 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.

10. The RSUs have vested and will vest, subject to continued employment, as to 25% of the shares on November 20, 2024, and in 12 equal quarterly installments thereafter.

	/s/ Brian Grube, Attorney-in-Fact	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What shares did INTA CFO Morton David H. Jr. receive on August 19-20, 2025?

He was certified as earning 15,347 shares from performance awards on August 19, received 33,000 RSUs on August 19, and acquired additional vested RSUs totaling 13,247 on August 20.

Why were shares of INTA sold by the reporting person on August 20, 2025?

Shares were sold to satisfy tax withholding obligations arising from the vesting of performance share units and RSUs; sales were executed under a company 10b5-1 plan.

How many INTA shares were purchased through the ESPP and at what price?

He purchased 233 shares under the ESPP for the December 1, 2024–May 31, 2025 purchase period at 85% of the closing price on May 31, 2025 (per the ESPP rules).

What were the weighted average prices for the shares sold on August 20, 2025?

The Form 4 reports weighted average sale prices of $41.8477, $42.3552, and $43.0935 for the reported sale transactions.

Were the RSU vesting schedules disclosed?

Yes. The filing discloses specific vesting schedules for RSUs, including initial vesting percentages and subsequent quarterly installments for the grants described.