INTA Form 4: Coleman earns performance shares, sells to cover tax liabilities
Rhea-AI Filing Summary
Intapp, Inc. insider report for COO Donald F. Coleman. The filing discloses earned performance shares and vested restricted share units (RSUs) and related sales to cover taxes. On 08/19/2025 Coleman was credited with 14,389 common shares earned under performance share units; service vesting lapsed 08/20/2025. On 08/20/2025, 3,132 RSUs vested and 22,800 previously granted restricted share units are reported as outstanding. Concurrently, Coleman sold 6,093 shares on 08/20/2025 in multiple transactions under a 10b5-1 plan to satisfy tax obligations at weighted average prices of approximately $41.85, $42.36 and $43.09. After these transactions Coleman beneficially owns 449,465 shares directly and indirectly holds 564,395 shares through the Coleman Family Trust and Gambatte LLC.
Positive
- Performance-based compensation was realized: 14,389 shares earned under performance share units certified by the audit committee
- RSU vesting increased holdings: 3,132 RSUs vested on 08/20/2025 and 22,800 RSUs reported outstanding from prior grant
- Significant aligned ownership: Reporting person retains substantial indirect holdings via the Coleman Family Trust (414,395 shares) and Gambatte LLC (150,000 shares)
Negative
- Tax-related share sales: 6,093 shares sold on 08/20/2025 to cover tax liabilities, reducing direct beneficial ownership
- Weighted-average sale prices reported: Sales executed at weighted averages of $41.8477, $42.3552 and $43.0935, indicating realized disposition at current market rates
Insights
TL;DR: Routine executive equity vesting and tax-related sales under a 10b5-1 plan; no new compensation structure changes disclosed.
The Form 4 documents standard equity compensation mechanics: performance share units certified by the audit committee produced 14,389 earned shares, and scheduled RSU vesting added 3,132 shares. Sales totaling 6,093 shares were executed under a 10b5-1 plan to cover tax liabilities, using weighted-average prices disclosed in ranges. The filing also reconfirms indirect holdings via a family trust and controlled LLC, which preserves substantial economic alignment with shareholders. There is no indication of supplemental cash compensation, accelerated vesting beyond normal schedules, or departures from established equity plan terms.
TL;DR: Insiders executed routine tax-driven share sales; transactions disclosed with weighted-average sale prices and remaining ownership detailed.
The transactions consist of share issuances from earned performance PSUs and RSU vesting followed by share disposals to satisfy tax obligations. Sales were routed through a pre-existing 10b5-1 plan adopted May 14, 2025, which supports defense against insider trading claims. Reported sale volumes are modest relative to total beneficial holdings disclosed (several thousand shares versus hundreds of thousands held indirectly), suggesting limited market impact. The filer commits to provide detailed per-price execution data upon request, consistent with SEC disclosure practice.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Units | 3,132 | $0.00 | -- |
| Exercise | Common Stock | 3,132 | $0.00 | -- |
| Sale | Common Stock | 3,724 | $41.8477 | $156K |
| Sale | Common Stock | 2,284 | $42.3552 | $97K |
| Sale | Common Stock | 85 | $43.0935 | $4K |
| Grant/Award | Restricted Share Units | 22,800 | $0.00 | -- |
| Grant/Award | Common Stock | 14,389 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
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). Shares held by the Coleman Family Trust, of which the reporting person and his spouse are trustees and sole beneficiaries. Shares held by Gambatte LLC, an entity controlled by and for the sole benefit of the Coleman Family Trust. 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.
