UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2024~~2025

     ☐

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from                       to

Commission File Number 001-40550

Intapp, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	46-1467620
(State or other jurisdiction ofincorporation or organization)	(I.R.S. EmployerIdentification No.)
3101 Park BlvdPalo Alto, California	94306
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 852-0400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		INTA		The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on December 31, ~~2023~~2024, which was the last day of the registrant's most recently completed second fiscal quarter, as reported by The NASDAQ Global Select Market on such date, was $1.3.5 billion. Shares of the registrant’s common stock held by each executive officer, director, and holders of 5% or more of the outstanding common stock who have been deemed to be affiliates have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of Registrant’s Common Stock outstanding as of August 1213, ~~2024~~2025 was 7482,~~699~~120,~~528~~030.

DOCUMENTS INCORPORATED BY REFERENCE

Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K incorporates by reference where indicated certain sections of the definitive proxy statement for Intapp, Inc.’s ~~2024~~2025 Annual Meeting of Stockholders, to be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates.

Table of Contents

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1112
Item 1B.	Unresolved Staff Comments	3841
Item 1C.	Cybersecurity	3841
Item 2.	Properties	4043
Item 3.	Legal Proceedings	4043
Item 4.	Mine Safety Disclosures	4043
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4144
Item 6.	[Reserved]	4245
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4346
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5860
Item 8.	Financial Statements and Supplementary Data	5961
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9399
Item 9A.	Controls and Procedures	9399
Item 9B.	Other Information	94100
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	94100
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	95101
Item 11.	Executive Compensation	96102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	96102
Item 13.	Certain Relationships and Related Transactions, and Director Independence	96102
Item 14.	Principal Accountant Fees and Services	96103
PART IV
Item 15.	Exhibits and Financial Statement Schedules	97104
Item 16.	Form 10-K Summary	97104
	Signatures	~~102~~109

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, particularly in the sections captioned “Risk Factors” under Part I, Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II, Item 7 and “Business” under Part I, Item 1, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. References to “us,” “we,” or “our” refer to the operations of Intapp, Inc. and its subsidiaries. All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, potential acquisitions, market growth and trends, and our objectives for future operations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Annual Report on Form 10-K are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy, and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

•

~~our~~Our ability to continue our growth at or near historical rates;

•

~~our~~Our future financial performance and ability to be profitable;

•

~~the~~The effect of global events on the United States (“U.S.”) and global economies, our business, our employees, our results of operations, our financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses;

•

~~our~~Our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions;

•

~~our~~Our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries;

•

The effect on our customers of the ~~length~~imposition of additional tariffs, duties, or taxes, changes to existing trade agreements, and ~~variability~~other ofcharges ~~our~~or ~~sales~~barriers ~~cycle~~to trade and any resulting impact to global stock markets, foreign currency exchange rates, and existing inflationary pressures;

•

~~our~~The ~~ability~~length toand ~~attract~~variability ~~and~~of ~~retain~~our ~~clients~~sales cycle;

•

~~our~~Our ability to attract and retain ~~talent~~clients;

•

~~our~~Our ability to ~~compete~~attract inand ~~highly~~retain ~~competitive markets, including artificial intelligence (“AI”) products~~talent;

•

~~our~~Our ability to ~~manage~~compete ~~additional complexity, burdens, and volatility~~ in ~~connection~~highly ~~with~~competitive ~~our~~markets, ~~international~~including ~~sales~~artificial ~~and~~intelligence ~~operations~~(“AI”) products;

•

~~the~~Our ~~successful~~ability ~~assimilation~~to ormanage ~~integration~~the implementation of ~~the~~AI ~~businesses,~~into ~~technologies,~~our products and services, ~~products,~~and ~~personnel~~to orcomply ~~operations~~with ofU.S. ~~acquired~~and ~~companies~~global laws and regulations regarding AI;

•

~~our~~Our ability to ~~incur~~manage ~~indebtedness~~additional incomplexity, ~~the~~burdens, ~~future~~ and ~~the~~volatility ~~effect~~in ofconnection ~~conditions~~with inour ~~credit~~international ~~markets~~sales and operations;

•

The ~~the~~successful ~~sufficiency~~assimilation or integration of ~~our~~the ~~cash~~businesses, ~~and~~technologies, ~~cash~~services, ~~equivalents~~products, topersonnel ~~meet~~or ~~our~~operations ~~liquidity~~of ~~needs;~~acquired ~~and~~companies;

•

Our ~~our~~ ability to ~~maintain,~~incur ~~protect,~~indebtedness in the future and ~~enhance~~the ~~our~~effect ~~intellectual~~of ~~property~~conditions ~~rights.~~in credit markets;

•

~~These~~The ~~statements~~sufficiency ~~are based upon information available to us as~~ of ~~the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and~~ our ~~statements~~cash ~~should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain~~ and ~~investors~~cash ~~are~~equivalents ~~cautioned not~~ to ~~unduly~~meet ~~rely~~our ~~upon~~liquidity ~~these~~needs; ~~statements.~~and

•

iiOur ability to maintain, protect, and enhance our intellectual property rights.

~~Table of Contents~~ii

~~You~~Table ~~should read the section titled “Risk Factors” set forth in Part I, Item 1A~~ of this Annual Report on Form 10-K for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report on Form 10-K will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.Contents

~~You~~These ~~should~~statements ~~read~~are ~~this~~based ~~Annual~~upon ~~Report~~information onavailable ~~Form~~to ~~10-K,~~us ~~completely~~as of the date of this report, and ~~with~~while ~~the~~we ~~understanding~~believe ~~that~~such ~~our~~information ~~actual~~forms ~~future~~a ~~results~~reasonable basis for such statements, such information may be ~~materially~~limited ~~different~~or ~~from~~incomplete, ~~what~~and our statements should not be read to indicate that we ~~expect.~~have Weconducted ~~qualify~~an ~~all~~exhaustive inquiry into, or review of, ~~our~~all ~~forward-looking~~potentially available relevant information. These statements byare ~~these~~inherently ~~cautionary~~uncertain and investors are cautioned not to unduly rely upon these statements.

~~iii~~You should read the section titled “Risk Factors” set forth in Part I, Item 1A of this Annual Report on Form 10-K for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report on Form 10-K will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

~~Table~~You should read this Annual Report on Form 10-K completely, and with the understanding that our actual future results may be materially different from what we expect. We qualify all of ~~Contents~~our forward-looking statements by these cautionary statements.

~~PART I~~iii

~~Item~~Table 1.of ~~Business.~~ Contents

~~Overview~~PART I

~~Intapp~~Item ~~is a leading global provider of AI-powered solutions for professionals at advisory, capital markets, and legal firms~~1. We empower the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms with the technology they need to operate more competitively, deliver timely insights to their professionals, and meet rapidly changing client, investor, and regulatory requirementsBusiness. Using the power of Applied AI, our purpose-built vertical software as a service (“SaaS”) solutions accelerate the flow of information firmwide, activate expertise, empower teams, strengthen client relationships, manage risk, and help firms adapt more quickly in a highly complex ecosystem.

The professional and financial services industry, largely comprised of elite, partner-led firms, is one of the biggest sectors of the global economy. Firms in this industry operate in a highly connected ecosystem, providing valuable expertise, insight, and advice to a broad range of companies and institutions across varied transactions and engagements. The industry is competitive, and uniquely structured around highly experienced partners and professionals who leverage knowledge, intellectual capital, and relationships to succeed — differing greatly from companies that sell goods and products. Firms must manage an intricate web of complex, non-linear relationships spread across various functions, processes, and personnel, while also navigating an ever-changing market and regulatory environment.Overview

~~Historically,~~Intapp ~~firms~~is ina ~~the~~leading ~~professional~~global ~~and~~provider ~~financial~~of ~~services~~AI-powered ~~industry~~solutions ~~have~~for ~~either~~the ~~relied~~world’s onpremier ~~internally~~accounting, ~~built~~consulting, ~~technology~~investment ~~solutions~~banking, ~~and legacy on-premises software~~legal, orprivate ~~they~~capital ~~have~~and ~~attempted~~real toassets ~~use~~firms. ~~horizontal~~Intapp’s vertical software ~~providers~~as toa ~~meet~~service ~~their~~(“SaaS”) ~~industry-specific~~solutions ~~technology~~help ~~needs.~~professionals ~~Internally~~apply ~~built~~their orcollective ~~legacy~~expertise ~~solutions tend~~ to bemake ~~outdated,~~smarter ~~expensive~~decisions, ~~and~~manage ~~cumbersome to maintain~~risk, ~~while~~increase ~~horizontal~~competitive ~~solutions~~advantage ~~do not align well with how these firms operate~~ and ~~require~~drive ~~heavy~~new ~~customization~~growth. AsUsing athe ~~result,~~power weof ~~believe~~Applied ~~these~~AI, ~~firms~~our ~~are increasingly embracing industry~~purpose-~~specific~~built ~~software~~vertical ~~and~~SaaS AIsolutions ~~technology~~help tofirms ~~achieve~~accelerate ~~improved~~the ~~levels~~flow of ~~growth~~information, ~~investment~~activate expertise, ~~returns~~empower teams, ~~productivity~~strengthen client relationships, ~~risk~~reduce ~~management~~risk, and aadapt ~~differentiated~~more ~~experience~~quickly ~~for~~in ~~their~~a ~~clients,~~highly ~~teams,~~complex ~~and investors~~ecosystem.

~~Our~~The ~~industry~~accounting, ~~cloud~~consulting, ~~strategy~~investment ~~leverages~~banking, ~~deep~~legal, ~~understanding~~private ofcapital ~~the~~and ~~professionals~~real ~~across~~assets ~~this~~industries ~~industry~~we toserve ~~deliver~~are ~~products~~largely oncomprised ~~the~~of ~~Intapp~~elite, ~~Intelligent~~partner-led ~~Cloud~~firms, ~~platform~~which ~~that~~together ~~are~~form ~~tailored~~one toof ~~address~~the ~~these~~largest ~~firms’~~sectors ~~specific~~of ~~business~~the ~~challenges~~global economy. WeFirms ~~combine~~in ~~our~~these ~~purpose-built~~industries ~~technology~~operate ~~with~~in ~~what~~highly weconnected ~~believe~~ecosystems, ~~are~~providing ~~best~~valuable ~~practices~~expertise, ~~developed~~insight, ~~over~~and ~~more~~advice ~~than~~to 20a ~~years~~broad range of companies and ~~through~~institutions ~~thousands~~across ofvaried ~~successful~~transactions ~~deployments~~and engagements. ~~This~~These ~~includes~~industries ~~our~~are ~~robust~~highly ~~set~~regulated, ofcompetitive ~~applied~~and AIuniquely ~~capabilities~~structured ~~that~~around ~~help~~deeply ~~clients~~experienced ~~solve~~partners ~~unique~~and ~~challenges,~~professionals ~~allowing~~who ~~them~~leverage toknowledge, ~~grow~~intellectual ~~faster~~capital, and ~~run~~relationships ~~smarter.~~to Wesucceed ~~have~~— ~~curated~~differing agreatly ~~robust,~~from ~~industry-specific~~companies ~~partner ecosystem~~ that ~~allows~~sell ~~our~~goods ~~clients~~and toproducts. ~~generate~~Firms ~~added~~must ~~value~~manage ~~from~~an ~~the~~intricate ~~adoption~~web of ~~our~~complex, ~~platform.~~non-linear ~~All~~relationships ofspread ~~these~~across ~~elements~~various ~~work~~functions, ~~together~~processes, inand ~~our~~personnel, ~~comprehensive~~while ~~industry~~also ~~cloud~~navigating ~~strategy~~an ever-changing market and regulatory environment.

WeHistorically, ~~believe~~firms ~~our~~in ~~cloud~~these ~~and~~industries ~~Applied~~have AIeither ~~strategy~~relied ~~and~~on ~~solutions~~internally ~~provide~~built ustechnology ~~with~~solutions aand ~~competitive~~legacy ~~advantage~~on-premises software, ~~driven~~or bythey ~~our~~have ~~deep~~attempted ~~domain~~to ~~expertise~~use ~~gained~~horizontal ~~over~~software 20providers ~~years~~to ofmeet ~~serving~~their ~~these~~industry-specific ~~professional~~technology ~~firms~~needs. WeInternally ~~have~~built ~~cultivated~~or ~~difficult-to-replicate,~~legacy ~~privileged~~solutions ~~access~~tend to ~~these~~be ~~firms~~outdated, ~~resulting~~expensive, inand acumbersome ~~deep~~to ~~understanding~~maintain, ofwhile ~~how~~horizontal ~~they~~solutions ~~work~~do ~~and~~not ~~what~~align ~~they~~well ~~need.~~with ~~Clients~~how ~~value~~firms ~~our~~operate, ~~scalable~~necessitating ~~platform’s~~heavy ~~differentiated~~customization. ~~domain~~As ~~expertise~~a result, ~~purpose-built~~these ~~capabilities,~~firms ~~comprehensive~~are ~~end-to-end~~increasingly ~~offering,~~embracing ~~data~~industry-~~driven~~specific AIsoftware ~~insights,~~ and ~~industry~~AI ~~brand.~~technology Weto ~~are~~achieve ~~trusted~~improved bylevels ~~many~~ of ~~the~~growth, ~~world’s~~investment, ~~elite~~returns, ~~firms~~productivity, ~~including~~risk ~~95 of the Am Law 100 law firms~~management, 15and ofa ~~the~~differentiated ~~top~~experience 20for ~~accounting~~their ~~firms~~clients, ~~and over 1~~teams,~~700~~ ~~private capital~~ and ~~investment banking firms~~investors.

WeOur ~~sell~~industry ~~our~~cloud ~~software~~strategy onleverages adeep ~~subscription~~understanding ~~basis~~of ~~through~~the aprofessionals ~~direct~~across ~~sales~~accounting, ~~model.~~consulting, Asinvestment ~~of June 30~~banking, ~~2024~~legal, weprivate ~~had~~capital ~~over~~and ~~2,550~~real ~~clients.~~assets ~~Our~~to ~~business~~deliver ~~has~~products ~~historically~~that ~~grown~~are ~~through~~tailored ato ~~combination~~address oftheir ~~expanding~~specific ~~within~~business challenges. We combine our ~~existing~~purpose-built ~~client~~technology ~~base~~with —best ~~including~~practices ~~additional~~that ~~users~~have ~~and~~been ~~capabilities~~developed —over 25 years of experience and ~~selling~~thousands toof ~~new~~successful ~~clients~~deployments. WeThis ~~have~~includes ~~had~~our ~~success~~robust inset ~~driving~~of ~~clients~~Applied toAI ~~further~~capabilities ~~adoption,~~that ~~and~~help ~~currently~~clients ~~have~~solve 73unique ~~clients~~challenges, upallowing ~~from~~them 53to ~~clients~~grow atfaster ~~the~~and ~~end~~run ofsmarter. ~~fiscal~~It ~~year~~also ~~2023,~~includes ~~representing~~our aexpansive ~~38%~~industry-specific ~~increase~~partner ecosystem, ~~with~~which ~~contracts~~allows ~~greater~~our ~~than~~clients $1to ~~million~~generate ofadded ~~annual~~value ~~recurring~~from ~~revenues~~the ~~(“ARR”).~~adoption ~~With~~of our ~~scalable,~~platform. ~~modular~~All ~~cloud-based~~these ~~platform,~~elements wework ~~believe~~together wein ~~are~~our ~~well~~comprehensive ~~positioned~~technology tostrategy: ~~continue~~Intapp ~~our~~Intelligent ~~growth~~Cloud.

Alongside our cloud and Applied AI strategies and solutions, we believe our deep domain expertise — gained over 25 years of operating experience — drives our competitive advantage. We have cultivated privileged, difficult-to-replicate access to the world’s leading firms, resulting in a deep understanding of how they work and what they need. Clients value our scalable platform’s differentiated domain expertise, purpose-built capabilities, comprehensive end-to-end offerings, data-driven AI insights, and industry brand. We are trusted by many of the world’s elite firms, including 95 of the Am Law 100 law firms, 16 of the top 20 accounting firms, and over 1,700 private capital and investment banking firms.

~~Table~~We sell our software on a subscription basis through a direct sales model. As of ~~Contents~~June 30, 2025, we had over 2,700 clients. Our business has historically grown through a combination of expanding within our existing client base by adding additional users and capabilities, selling to new clients, and cloud migrations. We have had success in driving clients to further adoption, and currently have 109 clients with contracts greater than $1.0 million of annual recurring revenues (“ARR”). This number is up from 73 clients at the end of fiscal year 2024, representing a 49% increase year-over-year. 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.

~~Our Products and Platform~~ 1

~~The~~Table ~~Intapp~~of Intelligent Cloud is purpose-built to modernize these firms. The platform facilitates greater team collaboration, digitizes complex workflows to optimize deal and engagement execution, and leverages applied AI to help nurture relationships and originate new business. By better connecting their most important assets — people, processes, and data — our platform helps firms increase client fees and investment returns, operate more efficiently, and better manage risk and compliance.Contents

Our ~~deep~~Products ~~understanding of the professional~~ and financial services industry has enabled us to develop a suite of solutions on the Intapp Intelligent Cloud tailored to address these firms’ specific business challenges. Intapp’s Intelligent Cloud includes the DealCloud Platform which delivers configurable capabilities to deliver the Industry Solutions purpose built for professionals. Delivered in combination with our Compliance, Time, and Collaboration products, our DealCloud Platform provides a comprehensive solution for our clients and their firms. Our AI capabilities are similarly tailored, with security and compliance features that help ensure critical firm and client data is only shared when, where, and with whom it should be.

Our clients deliver value by leveraging their expertise, relationships, and experience. By its very nature, their work involves compiling inputs from vast sources of data and generating informed opinions that drive action. We believe these firms and their professionals are uniquely positioned to benefit from the promise of generative AI. The Intapp Intelligent Cloud ~~helps firms move fast, modernize operations, and win more business with tailored cloud-based solutions that help them apply their intelligence to deliver value for their clients.~~

~~Industry~~The ~~Products~~Intapp Intelligent Cloud represents our comprehensive technology strategy, guiding how we build, run, and ~~Solutions~~deliver software to meet the unique needs of professionals and their workflows. With well-integrated Microsoft 365 tools and a focus on secure, innovative solutions, the Intapp Intelligent Cloud facilitates firms’ efficient management of their current work while preparing for future demands.

Our ~~solutions~~clients ~~enable~~deliver ~~accounting~~value by leveraging their expertise, ~~consulting~~relationships, ~~investment~~and ~~banking,~~experience. ~~legal~~By its very nature, ~~private~~their ~~capital~~work involves compiling inputs from vast sources of data and ~~real~~generating ~~assets~~informed opinions that drive action. We believe these firms and their professionals are uniquely positioned to ~~realize~~benefit from the ~~benefits~~promise of ~~modern~~generative AI and ~~cloud-based~~advanced ~~architectures~~digital ~~for~~tools. ~~their~~With ~~most~~enhanced ~~critical~~products ~~business~~— ~~functions~~such —as ~~without~~Intapp ~~compromising~~Time, ~~industry-specific~~now ~~functionality~~powered orby ~~their~~generative ~~unique~~AI ~~client~~for smarter timekeeping, ~~ethical~~and orIntapp ~~regulatory~~Walls ~~obligations.~~for ~~Our~~AI, ~~solutions~~which ~~serve~~safeguards confidential information — we are enabling firms’ ~~need~~to ~~for~~streamline ~~strong~~complex ~~operational~~workflows, ~~controls~~accelerate billing cycles, and enforce confidentiality controls that support compliance and build trust. When paired with Microsoft Copilot, Intapp Walls further supports secure enterprise data isolation — ensuring AI-powered collaboration remains confidential and ~~are~~compliant. ~~complemented~~And bywith ~~solutions~~Intapp Assist, we have extended that ~~support~~innovation ~~the~~to ~~work~~origination, ofhelping ~~the~~professionals ~~partners~~surface insights and ~~professionals~~enhance ~~that~~decision-making ~~grow~~at the ~~firms’~~earliest ~~fees~~stages ~~and~~of ~~revenues:~~client engagement.

~~Intapp~~Whether ~~DealCloud~~firms ~~serves~~are ~~partners~~using ~~and~~Intapp ~~professionals~~DealCloud infor ~~all~~business ofdevelopment, ~~our~~compliance ~~markets.~~products ~~The~~for ~~solution~~risk ~~manages firms’ client relationships~~management, ~~prospective~~time ~~clients~~products ~~and~~for ~~investments,~~efficient ~~current~~billing ~~engagements~~ and ~~deal~~time ~~processes~~tracking, ~~and~~or ~~operations~~collaboration ~~and~~products ~~compliance activities — allowing investors and advisors~~ to ~~react~~streamline ~~faster~~teamwork, ~~make better decisions, and execute~~ the ~~best~~Intapp ~~deals.~~Intelligent AtCloud ~~investment~~is ~~banks~~tailored ~~and~~to ~~advisory~~support ~~firms, DealCloud helps partners and~~ professionals ~~enhance~~across ~~their~~specialized ~~coverage models, achieve greater win rates, and drive higher success fees~~industries. ~~For investors~~Together, itthese ~~helps~~products ~~increase~~empower ~~origination volume, support investment selection, and drive greater returns. At professional services~~ firms, ~~DealCloud~~to ~~improves~~move ~~client strategy and targeting~~fast, ~~business~~win ~~development~~more ~~and origination~~business, and ~~work~~apply ~~delivery,~~their ~~increasing~~collective ~~financial~~intelligence ~~performance and helping~~ to ~~ensure~~deliver ~~regulatory~~greater ~~compliance.~~value ~~The~~for flexibility of DealCloud allows it to meet many needs including as a customer relationship management (“CRM”), deal management, experience management and relationship intelligence solution. DealCloud helps firms manage all aspects of their ~~client relationships~~clients.

~~Intapp~~Industry ~~Compliance~~Products ~~solutions help firms thoroughly evaluate new business, onboard clients quickly,~~ and ~~monitor~~Solutions ~~relationships for risk throughout their business lifecycle, while staying compliant with both regulatory and client obligations around independence and ethics.~~

~~Intapp~~Our ~~Time~~ solutions ~~provide~~enable ~~AI-enabled~~accounting, ~~software~~consulting, investment banking, legal, private capital and real assets firms and their professionals to ~~drive~~realize ~~efficiency~~the benefits of modern AI and ~~profitability~~cloud-based architectures for their most critical business functions — without compromising industry-specific functionality or their unique client, ethical, or regulatory obligations. ~~These~~Our solutions ~~include~~serve ~~time~~firms’ ~~management~~need ~~software~~for ~~that~~strong ~~accelerates~~operational ~~billing,~~controls ~~improves~~and ~~realization,~~compliance and ~~improves~~are complemented by solutions that support the ~~experience~~work ~~for~~of the ~~firm~~partners and professionals that grow the firms’s ~~clients.~~fees and revenues.

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Intapp ~~Collaboration~~DealCloud ~~solutions~~serves ~~provide~~partners ~~intelligent~~and professionals across all our markets, empowering them to manage client~~-centric~~ ~~collaboration~~relationships, ~~seamless~~prospective ~~content~~clients ~~governance~~and investments, current engagements, and ~~innovative~~operations. ~~client~~It ~~experiences~~enables ~~leveraging~~investors ~~Microsoft~~and ~~365~~advisors to react faster, ~~Teams~~make better decisions, and ~~SharePoint~~execute the best deals. ~~These~~By ~~capabilities~~unifying ~~have~~firm, ~~been~~market, ~~extended~~and ~~through~~deal data in one place and leveraging the ~~recent~~enriched ~~acquisition~~company ofand ~~Transform~~contact profiles provided by Intapp Data, ~~International~~DealCloud Bdelivers powerful intelligence, workflow automation, and actionable relationship insights.V. ~~(“TDI”)~~This helps investment banks and advisory firms enhance their coverage models, ~~which~~increase ~~deepens~~win ~~the~~rates, ~~integration~~and ~~with~~drive ~~Microsoft~~higher ~~365~~success ~~applications~~fees; supports investors in boosting origination volume, improving investment selection, and ~~applies~~achieving AIgreater returns; and enables professional services and advisory firms to ~~everyday~~refine ~~tasks~~client strategy and ~~supports~~targeting, ~~modern~~business ~~ways~~development and origination, and work delivery — ultimately increasing financial performance and supporting regulatory compliance. The flexibility of ~~working~~DealCloud allows it to serve as a customer relationship management, deal management, experience management, and relationship intelligence solution, helping firms manage all aspects of their client relationships.

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Intapp’s ~~Integration~~compliance ~~solutions~~products ~~connect~~help ~~all~~firms ~~firm~~evaluate ~~data~~new ~~into~~business, aonboard ~~single~~clients ~~platform~~efficiently, ~~tailored~~and tomonitor risk throughout the ~~needs~~business oflifecycle ~~professional~~while ~~and~~maintaining ~~financial~~regulatory ~~services~~and ~~firms~~ethical standards. WeIntapp ~~also~~Terms ~~provide~~centrally ~~solutions~~stores ~~that~~and ~~extend~~enforces client and vendor commitments, using AI to identify and categorize key terms of business, while Intapp Employee Compliance helps firms to track the ~~value~~outside business activities of ~~our~~employees ~~platform~~for adherence to firm policies and regulatory requirements. Intapp Intake and Intapp Conflicts streamline new business acceptance and conflict checks with ~~third~~AI-~~party~~powered workflows and data ~~that~~integrations. weIntapp ~~are~~Walls ~~licensed~~secures tosensitive ~~resell~~information ~~from~~and aenforces ~~broad~~access ~~number~~controls ofconsistently ~~providers~~across firm systems, maintaining confidentiality and compliance as firms adopt new technologies.

Table of Contents

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Intapp’s ~~Assist~~time ~~integrates~~products ~~Generative~~leverage AI ~~into~~to ~~everyday~~optimize ~~workflows~~efficiency toand ~~save~~profitability ~~professionals~~for ~~time~~firms. byIntapp ~~generating~~Time ~~deal,~~streamlines ~~company~~time ~~and~~capture, ~~meeting~~enhances ~~summaries~~billing accuracy, and ~~creating~~facilitates ~~relevant,~~compliance ~~personalized~~with ~~signals~~client ~~that~~requirements, ~~help~~helping professionals ~~better~~track ~~harness~~both ~~the~~billable ~~firm’s~~and ~~intelligence~~non-billable hours. Intapp ~~Assist~~Billstream ~~leverages~~automates the ~~unique~~prebilling ~~client~~process, ~~data~~generating inaccurate ~~the Intapp Intelligent Cloud~~ and ~~applies~~compliant ~~Generative~~proforma AIinvoices tothat ~~power~~improve ~~business~~realization ~~development,~~rates ~~reduce~~and ~~manual~~accelerate ~~work~~the ~~and~~billing ~~help~~cycle, ~~professionals~~all ~~make~~while ~~better-informed,~~strengthening ~~faster~~client ~~decisions~~relationships.

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~~Technology~~Intapp’s ~~Platform~~collaboration products deliver intelligent, client-centric teamwork by integrating seamlessly with Microsoft 365, Teams, and SharePoint. Intapp Collaboration provides a unified system for managing emails, documents, chats, and tasks across service lines, supporting seamless collaboration and enhanced service delivery with robust content governance and compliance features. Intapp Workspaces further enhances Microsoft Teams by creating engagement-focused hubs tailored for professional services firms, simplifying teamwork while facilitating adherence to firm policies and risk management.

~~Our~~Intapp ~~solutions~~Data are built on a cloud platform, taking advantage of capabilities tailor-made for the unique requirements of the industries we serve. Our full range of solutions are delivered through an integrated cloud platform underpinned by key technology capabilities: Foundation

AOur ~~modern,~~data foundation serves as the core architecture for our suite of cloud-based, ~~architecture~~AI-driven ~~purpose~~solutions tailored to the needs of professional and financial services firms. It is engineered to securely manage, integrate, and analyze vast amounts of proprietary and third-~~built~~party data, supporting advanced AI capabilities such as relationship intelligence, automated summarization, and predictive analytics. It also enables seamless connectivity between internal systems and a growing ecosystem of over 100 technology and data partners — empowering our clients to ~~meet~~transform ~~industry~~data ~~needs;~~into actionable insights while maintaining high standards of security and regulatory compliance.

~~A low~~Low-code, ~~tailored,~~configurability ~~configurable~~and ~~user~~personalized ~~experience (“~~UX~~”),~~ ~~based on industry-specific templates that meet users’ specific needs;~~

AnOur ~~applied~~configurable AIuser ~~strategy~~experience ~~that~~(“UX”) ~~incorporates~~capabilities ~~modern~~allow AIboth ~~into~~technical ~~our~~and ~~cloud~~non-technical ~~offerings~~users to quickly tailor Intapp applications to meet their specific needs. ~~Combined~~These ~~with~~capabilities enable our ~~market~~clients ~~expertise~~to make meaningful changes to their UX, ~~our~~processes, ~~solutions~~and ~~help~~business ~~firms~~rules ~~compete~~using bydrag-and-drop ~~better~~configuration ~~applying~~features ~~their~~and ~~intelligence~~functionality ~~while~~— ~~providing~~without ahaving ~~Trusted~~to AIperform ~~approach~~custom coding. The flexibility of this framework enables firms to ~~data~~maximize ~~security~~their ~~that~~agility ~~meets~~and easily adapt the ~~complex~~software ~~compliance~~to ~~needs~~match ofthe ~~professional~~frequent ~~firms;~~changes in their business.

~~Intapp~~We ~~Data~~leverage ~~unlocks~~our ~~valuable~~deep ~~relationship~~domain ~~intelligence~~expertise ~~with~~in aprofessional ~~rich~~and ~~data~~financial ~~set~~services ofto ~~companies~~create and ~~contact~~provide ~~data~~our clients with access to pre-built industry-relevant configuration templates designed precisely for how these firms and ~~delivering~~their ~~more~~professionals ~~valued~~operate. ~~integrations~~By ~~with~~mapping ~~our~~the ~~broad~~user ~~set~~interface, data model, and workflows of ~~third-party~~our ~~data~~platform ~~integrations;~~to firms’ unique industry and organizational requirements, we deliver smart, personalized experiences by practice area, asset class, investment strategy, sector, industry, and geography.

A specialized architecture based on an industry graph data model that is purpose-built to capture professional and financial services firms’ unique operating model — supporting the complex integrations needed to deliver data where and when it is needed.3

~~Modern,~~Table ~~cloud-based~~of ~~architecture~~Contents

~~Our~~Applied ~~modern~~AI ~~cloud-based~~— ~~architecture is purpose-built to meet the specialized needs of the industry. Key capabilities of~~ our ~~cloud~~AI ~~architecture include:~~ strategy

~~Multi~~Industry-~~tenant~~specific ~~architecture.~~AI ~~Our~~is ~~multi-tenant~~embedded ~~architecture~~throughout ~~enables~~our ~~scalability,~~cloud ~~elasticity,~~platform ~~high~~and ~~availability,~~solutions ~~and~~to ~~security,~~help ~~and~~firms ~~provides~~use ~~operational~~their ~~cost~~vast ~~efficiencies.~~amounts ~~Additionally,~~of ~~our~~data ~~internal~~to ~~operations~~optimize critical processes and ~~analytics~~make ~~instrumentation~~better, ~~aggregates~~faster ~~and~~decisions. ~~leverages~~Our ~~client~~AI ~~instance~~team ~~and~~has ~~tenant~~been ~~experience~~delivering ~~captured~~capabilities ~~within~~into our solutions tofor ~~track~~over ~~uptime~~a ~~and~~decade, ~~provide~~leveraging ~~clients~~AI ~~with~~technology ~~real-time~~including ~~cloud~~automation, ~~status~~machine learning, deep learning and ~~trust~~generative ~~information~~AI. The functions span a wide range across firm operations, including strategy, business development, risk and compliance, and work execution.

~~Single~~Guided ~~unified~~by ~~codebase.~~years ~~We develop and release new versions~~ of ~~our~~experience ~~solutions~~integrating toAI ~~cloud~~capabilities ~~tenants~~into onIntapp atools, ~~common~~our ~~release~~Applied ~~schedule,~~AI ~~with~~strategy ~~quarterly~~also ~~major~~helps ~~releases~~our ~~and~~clients ~~monthly~~maintain ~~maintenance~~proper ~~releases~~safeguards. We ~~deploy~~apply ~~upgrades~~our ~~rapidly~~unique tounderstanding ~~all~~ of ~~our~~their ~~clients.~~complex ~~With~~obligations, ~~this~~so ~~approach,~~our ~~all~~solutions’ ~~cloud~~AI-generated ~~tenants~~results ~~are~~include ~~always~~provenance onand ~~the~~are ~~latest~~sourced ~~versions~~only offrom ~~the~~data ~~software~~that ~~and~~each ~~have~~user ~~immediate~~is ~~access~~authorized to ~~critical~~see ~~new~~— ~~features,~~solving ~~bug~~a ~~fixes,~~unique ~~and~~challenge ~~innovations~~to —these ~~without~~professionals ~~the lead time~~ and ~~delays~~their ~~common with traditional on-premises upgrade cycles~~firms.

~~Enterprise-grade~~Over ~~security.~~the Inpast ~~response~~year, towe ~~the~~have ~~strict~~further ~~security~~strengthened ~~requirements~~our ofAI ~~professional~~capabilities ~~and~~with ~~financial~~the ~~services~~launch ~~firms,~~of Intapp’s ~~SaaS~~DealCloud ~~solutions~~Activator, ~~provide~~which ~~tenants~~integrates ~~with~~insights ~~enterprise-grade~~from ~~security,~~behavioral ~~data~~science ~~protection,~~ and ~~control~~AI directly into business development workflows. InOur ~~Intapp’s~~growth ~~SaaS~~AI ~~solutions,~~framework ~~strict~~provides ~~identity~~clients with real-time analytics and ~~access~~actionable ~~controls~~recommendations, ~~are~~empowering ~~employed~~them ~~and~~to ~~data~~align isbusiness ~~encrypted~~development inefforts ~~transit~~with their strategic goals and atoperational ~~rest~~best practices. ~~Intapp’s~~Supported ~~cloud~~by ~~services~~our ~~comply~~scalable ~~with~~cloud ~~numerous~~infrastructure ~~internationally~~and ~~recognized~~partner ~~standards~~ecosystem, ~~such~~these asinnovations ~~ISO~~reinforce ~~27001,~~Intapp’s ~~ISO~~commitment ~~27017,~~to ~~ISO~~delivering ~~27018~~secure, ~~SOC~~intelligent 2,solutions ~~and~~that ~~CSA~~drive ~~STAR.~~measurable results for our clients.

~~Open~~Intapp ~~ecosystem~~Assist ~~and~~is ~~APIs.~~the ~~Intapp’s~~cornerstone ~~platform~~of ~~supports~~our anAI-driven ~~open~~transformation ~~ecosystem~~for byfirms, ~~creating~~helping ato ~~centralized~~seamlessly ~~data~~integrate ~~lake~~advanced ~~and~~machine ~~messaging~~learning ~~service~~and ~~that~~natural ~~integrates~~language ~~with~~processing ~~disparate~~into ~~internal~~Intapp ~~data~~products, ~~sources~~such ~~and~~as ~~third-party~~Intapp ~~applications~~DealCloud and ~~data~~Intapp ~~services~~Terms. ByDesigned ~~leveraging~~to ~~Intapp’s~~empower ~~open~~professionals ~~(REST)~~with ~~APIs~~intelligent automation, ~~client~~Intapp ITAssist ~~departments,~~streamlines ~~other~~critical ~~software providers~~workflows, ~~firm~~enhances ~~consultants~~decision-making, and ~~partners~~delivers inmeasurable ~~Intapp’s ecosystem can extend the benefits of Intapp’s platform to a broader range of business applications~~results.

3Supported by our scalable cloud infrastructure and partner ecosystem, Intapp Assist delivers a range of powerful features that address the unique challenges faces by partner-led firms. These capabilities include:

•

~~Table~~Summarization: Automatically generates concise summaries of ~~Contents~~unstructured data, such as meeting transcripts or relationship histories. This saves professionals time by distilling critical information into digestible formats.

•

~~Low-code~~Email ~~configurability~~outreach: ~~and~~Creates personalized UXand targeted communication based on insights from previous interactions, relationships, and relevant news. AI-assisted email drafting helps professionals maintain meaningful and timely connections.

•

~~Our~~Signals: ~~configurable~~Alerts ~~UX capabilities allow both technical and non-technical~~ users to ~~rapidly~~actionable ~~tailor~~events ~~our~~within ~~applications to meet~~ their ~~specific~~network, ~~needs.~~such ~~These~~as ~~capabilities~~job ~~enable our clients to make meaningful~~ changes toor ~~their~~company ~~user~~funding ~~experience~~announcements, ~~processes,~~via ~~and~~AI ~~business~~driven ~~rules with drag-and-drop configuration features and functionality — without having to perform custom coding~~feeds. ~~The~~Combines ~~flexibility~~Intapp ofData ~~this~~with ~~framework~~third-party ~~enables~~intelligence ~~firms~~ to ~~maximize~~surface ~~their~~timely ~~agility~~engagement ~~and easily adapt the software to match the frequent changes in their business~~opportunities.

•

WeNarrative ~~leverage~~generation: ~~our~~Automatically ~~deep~~creates ~~domain~~descriptions ~~expertise~~or incommentary ~~professional~~for ~~and~~reports ~~financial services to create~~ and ~~provide~~dashboards. ~~our~~This ~~clients~~enhances ~~with access to pre~~knowledge-~~built~~sharing ~~industry-relevant~~across ~~configuration templates that are designed precisely for how these firms and their professionals operate. By mapping~~ the ~~user~~firm ~~interface,~~while ~~data~~reducing ~~model,~~manual and workflows of our platform to firms’ unique industry and organizational requirements, we can deliver smart, personalized experiences by practice area, asset class, investment strategy, sector, industry, and geographyeffort.

•

~~Applied~~Relationship AIsignals: —Provides ~~our~~reminders ~~artificial~~and ~~intelligence~~insights ~~strategy~~to help manage networks effectively. Surfaces key relationship changes or opportunities for engagement.

•

~~Industry-specific~~Ask AIIntapp: isA ~~embedded~~generative ~~throughout our cloud platform and solutions to help firms use their vast amounts of data to optimize critical processes and make better, faster decisions. Our~~ AI-powered ~~team~~feature ~~has~~integrated ~~been delivering capabilities~~ into ~~our~~Microsoft ~~solutions~~Teams ~~for~~that ~~more~~provides ~~than~~immediate 10answers ~~years,~~about ~~leveraging~~client AIcontractual ~~technology from automation to machine learning (“ML”) to deep learning to generative AI~~obligations. ~~The~~Users ~~functions~~can ~~span~~query aclient ~~wide~~requirement ~~range~~data ~~across~~stored ~~firm~~in ~~operations,~~Intapp ~~including~~Terms ~~strategy~~conversationally, ~~business~~reducing ~~development,~~the ~~risk~~time ~~and~~spent researching compliance, ~~and work execution~~issues. ~~Examples include:~~

•

~~Enhanced~~Compliance ~~conflicts~~automation: ~~review~~Simplifies onadherence ~~matters~~to ~~with~~outside ~~large~~counsel ~~number~~guidelines ofthroughout ~~parties~~the —client ~~such~~lifecycle as— ~~bankruptcies~~from ~~and~~new ~~restructuring~~business —intake to ~~accelerate~~billing. ~~conflicts~~This ~~clearance~~improves ~~and~~compliance, ~~help~~accelerates ~~firms~~workflows, ~~open~~and ~~matters~~enhances ~~faster~~client ~~with fewer errors~~satisfaction.

•

~~Billable~~Origination: ~~activity~~Streamlines ~~capture~~deal tosourcing ~~find~~with ~~missing~~AI-powered ~~time~~tools, ~~and~~unified ~~automatically~~data, ~~fill~~and ~~out~~dynamic ~~timesheets~~target tolists. ~~reduce~~Helps ~~revenue~~professionals ~~leakage,~~identify ~~minimize write-offs,~~ and ~~accelerate~~pursue ~~cash~~high-value ~~and~~opportunities ~~collections~~more efficiently.

~~Analysis of firms’ collected relationships to identify the strongest approach to winning new business and retaining important clients.~~4

~~Self-maintaining~~Table ~~contacts~~of ~~in firm systems to keep contact records up to date — without requiring manual data entry.~~Contents

~~Intapp’s~~Industry-specific Applied AI strategy also helps ensure proper safeguards are in place guided by more than a decade of expertise integrating AI capabilities into our tools, giving clients the Trusted AI they need. This includes a unique understanding of the complex obligations professionals face and the need to ensure that AI generated results include provenance and that users’ results are sourced only from data ~~they~~architecture ~~are authorized to see – a unique challenge to these professionals and their firms.~~

~~Industry-specific~~Our data ~~architecture~~foundation includes several key data management capabilities that help firms more effectively capture and leverage their critical data using a system of record that reflects the unique operating model of our client firms. These capabilities include:

•

~~Our~~A ~~platform~~specialized ~~includes~~industry ~~several~~graph ~~key~~data model: Our specialized industry data ~~management~~model ~~capabilities~~is purpose-built to capture the complex relationships, and the specialized knowledge and experience, that ~~help~~are unique to the firms ~~more~~we ~~effectively~~serve. ~~capture~~The platform creates “many-to-many” data linkages that connect professionals with prospective clients, investors, and target portfolio companies and assets. Our solutions leverage ~~their~~these ~~critical~~linkages ~~data~~to ~~using~~provide apersonalized ~~system~~analysis ofand ~~record~~insights for each professional that ~~reflects~~reflect ~~the~~their unique ~~operating~~area ~~model~~ of ~~our~~specialty, such as client ~~firms.~~industry, ~~These~~asset ~~capabilities~~class, ~~include:~~investment strategy, geography, or transaction type.

•

A ~~specialized~~low-code ~~industry~~integration ~~graph~~tool: ~~data~~Intapp ~~model.~~Integration ~~Our~~Service ~~specialized~~is ~~industry~~a ~~data~~core ~~model~~capability isof ~~purpose-built~~our toplatform ~~capture~~that ~~the~~provides ~~complex~~cloud-native, ~~relationships~~easy-to-use, ~~and~~enterprise-class ~~the~~integration ~~specialized~~to ~~knowledge~~connect applications and ~~experience,~~data ~~that~~— ~~are~~without ~~unique~~requiring toany ~~the firms we serve~~code. The ~~platform~~solution ~~creates~~helps ~~“many-to-many”~~firms overcome data ~~linkages~~silos ~~that~~and ~~connect~~easily ~~professionals~~move ~~with~~information ~~prospective~~between ~~clients~~systems, ~~investors,~~including ~~and~~within ~~target~~our ~~portfolio~~platform. ~~companies~~Intapp ~~and~~Integration ~~assets.~~Service ~~Our~~includes ~~solutions~~more ~~leverage~~than ~~these~~100 ~~linkages~~industry-specific toconnectors, ~~provide~~as ~~personalized~~well ~~analysis~~as ~~and~~extensive ~~insights~~built-in ~~for~~workflow ~~each~~and ~~professional~~automation ~~that~~capabilities ~~reflect~~tailored ~~their~~to the unique ~~area~~needs of ~~specialty,~~professional ~~such as client industry, asset class, investment strategy, geography, or transaction type~~firms.

•

AMarket ~~low-code~~intelligence ~~integration~~in one place: Our DealCloud platform. ~~Intapp~~combines ~~Integration~~proprietary ~~Service~~and isthird-party amarket ~~core~~data, ~~capability~~transforming ofit ~~our~~into ~~platform~~institutional knowledge that ~~provides~~gives ~~cloud-native~~dealmakers and other professionals a competitive advantage through better market intelligence. Professionals can run complex reports, ~~easy-to-use~~analyze industry trends, ~~enterprise-class~~and ~~integration~~evaluate topotential ~~connect~~synergies ~~applications~~in ~~and~~the ~~data~~same —place ~~without~~where ~~requiring~~they ~~any~~originate ~~code~~new business and manage relationships. ~~The~~With ~~solution~~better, ~~helps~~real-time, ~~firms~~actionable ~~overcome~~market data, ~~silos~~investors can source and ~~easily~~close ~~move~~deals ~~information~~that ~~between~~best ~~systems,~~match ~~including~~their ~~within~~investment ~~our~~thesis ~~platform.~~and ~~Intapp~~strategy, ~~Integration~~advisory ~~Service~~professionals ~~includes~~can ~~more~~quickly ~~than~~develop ~~100~~proprietary ~~industry-specific~~relationships ~~connectors,~~and ascoverage ~~well~~strategies aswith ~~extensive~~companies ~~built-in~~that ~~workflow~~match previous transactions, and ~~automation~~lawyers ~~capabilities~~can ~~tailored~~more toaccurately ~~the~~identify ~~unique~~white ~~needs~~space ofopportunities ~~professional~~with ~~firms~~global clients to grow their relationships.

4Intapp Cloud Infrastructure

~~Table~~Our modern cloud-based infrastructure is purpose-built to meet the specialized needs of ~~Contents~~the industries we serve. It is built on Microsoft Azure and provides high availability, robust data security, and seamless integration across all Intapp cloud-based products, helping firms to operate efficiently while adhering to strict regulatory requirements. With advanced capabilities like multi-zone redundancy and proactive monitoring, the infrastructure delivers reliable performance and flexibility, enabling professionals to securely access critical applications and adapt to evolving business demands.

~~Market~~Key ~~intelligence~~capabilities inof ~~one~~our ~~place.~~cloud ~~Our~~infrastructure ~~platform~~include: combines proprietary and third-party market data, transforming it into institutional knowledge that gives dealmakers and other professionals a competitive advantage through better market intelligence. Professionals can run complex reports, analyze industry trends, and evaluate potential synergies in the same place where they originate new business and manage relationships. With better, real-time, actionable market data, investors can source and close deals that best match their investment thesis and strategy, advisory professionals can quickly develop proprietary relationships and coverage strategies with companies that match previous transactions, and lawyers can more accurately identify white space opportunities with global clients to grow their relationships.

•

~~Key~~Multi-tenant ~~Benefits~~architecture: of Our ~~Solutions~~multi-tenant architecture enables scalability, elasticity, high availability, and security, and provides operational cost efficiencies. Additionally, our internal operations and analytics instrumentation aggregates and leverages client instance and tenant experience captured within our solutions to track uptime and provide clients with real-time cloud status and trust information.

•

~~Our~~Single ~~platform~~unified codebase: We develop and release new versions of our solutions ~~help~~to ~~firms~~cloud tenants on a common release schedule, with quarterly major releases and monthly maintenance releases. We deploy upgrades rapidly to: all of our cloud clients. With this approach, all cloud tenants are always on the latest versions of the software and have immediate access to critical new features, bug fixes, and innovations — without the lead time and delays common with traditional on-premises upgrade cycles.

•

~~Increase~~Enterprise-grade ~~revenues~~security: ~~and~~In ~~investment~~response ~~returns.~~to ~~Our~~the ~~clients~~security ~~leverage~~requirements ~~our~~of ~~solutions~~professional ~~to increase their revenues~~ and ~~investment~~financial ~~returns~~services byfirms, ~~improving~~Intapp ~~their~~SaaS ~~origination~~solutions ~~and~~provide ~~business~~tenants ~~development~~with ~~effectiveness~~enterprise-grade security, ~~optimizing~~data ~~market coverage~~protection, and ~~helping~~control. ~~nurture~~Intapp ~~key~~SaaS ~~relationships~~solutions byemploy ~~ensuring~~identity ~~outreach~~and toaccess ~~the~~controls, ~~right~~with ~~people~~data atencrypted ~~the~~both ~~right~~in ~~time~~transit toand ~~convert~~at ~~those relationships into business~~rest. ~~Our~~Intapp’s ~~solutions~~cloud ~~provide~~services ~~firms~~comply with anumerous ~~single~~internationally ~~source~~recognized ofstandards, ~~truth~~including ~~and~~ISO ~~360-degree views of key clients~~27001, ~~related~~ISO ~~investments~~27017, ~~potential~~ISO ~~new clients and investments~~27018, ~~and~~SOC ~~prospective deals — giving partners~~2, ~~professionals,~~ and ~~dealmakers~~CSA ~~a competitive advantage in the market~~STAR.

Operate more efficiently and profitably. Our solutions help clients increase efficiency and profitability by streamlining and automating the many functions required to originate deals and deliver work. Using our workflow, analytics, and AI capabilities, firms can connect and operationalize their formerly disjointed engagement and deal lifecycle — eliminating manual processes, reducing duplicative data entry, and scaling to support growing businesses with less overhead. This focus includes critical processes such as investor relations, business development, conflicts clearance and business acceptance, engagement planning and resourcing, and billing and collections. Our cloud-based delivery model also reduces firms’ operating costs by eliminating their need to own, upgrade, and support the solutions or associated hardware infrastructure. 5

~~Manage~~Table ~~risk~~of and compliance more effectively. Our solutions help firms reduce regulatory, financial, and reputational risk through workflow and automation, AI, predictive analytics, and rules-based risk scoring. Using Intapp, risk and compliance teams can work seamlessly together with front-office professionals, all within the Intapp Intelligent Cloud platform, to quickly assess new business opportunities, clear and manage conflicts and independence issues, easily establish ethical walls, prepare for regulatory or client audits, and dynamically respond to rapidly changing regulatory landscapes and the firm’s overall risk posture. Contents

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~~Leverage~~Open ~~collective~~ecosystem ~~knowledge~~and ~~for~~application ~~competitive~~programming ~~advantage.~~interface ~~Our~~(“APIs”): ~~solutions~~Intapp ~~provide~~supports aan ~~competitive~~open ~~advantage~~ecosystem ~~to firms~~ by ~~helping~~creating ~~leverage~~a ~~their~~centralized ~~immense,~~data ~~but~~lake ~~often underutilized, collective knowledge. With integrated~~ and ~~connected~~messaging ~~information~~service ~~about~~that ~~investors,~~integrates ~~economic~~with ~~sectors,~~disparate ~~deals,~~internal ~~clients,~~data ~~engagements,~~sources and ~~relationships, combined with relevant~~ third-party applications and data, ~~firm~~services. ~~professionals~~By ~~are~~leveraging ~~armed~~Intapp’s toopen ~~make~~representational ~~better,~~state ~~faster~~transfer ~~decisions~~APIs, ~~with~~client ~~better~~IT ~~market~~departments, ~~insights~~other ~~and~~software ~~the~~providers, ~~knowledge~~firm ~~with~~consultants, ~~which~~and topartners ~~develop~~in ~~stronger~~Intapp’s ~~relationships~~ecosystem ~~and~~can ~~increased~~extend ~~business~~the ~~from~~benefits ~~clients,~~of ~~potential~~Intapp’s ~~new~~platform ~~clients,~~to ~~investors,~~a ~~and~~broader ~~potential~~range ~~new~~of ~~investors.~~business applications.

~~Growth~~Key ~~Strategies~~Benefits of Our Solutions

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~~The~~Accelerating ~~key~~growth ~~components~~with ofAI-powered insights: Our products empower firms to drive growth by leveraging AI-driven insights and automation across business development, client engagement, and deal management. By surfacing actionable intelligence and automation key workflows, our products enable professionals to focus on high-value opportunities and relationships, resulting in measurable revenue growth ~~strategy~~and ~~are:~~expanded market reach.

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~~Capitalize~~Streamlining onoperations ~~the~~for ~~generational~~improved ~~change~~efficiency: inOur ~~work~~products ~~driven~~automate byrepetitive ~~AI.~~tasks Weand ~~are~~connect ~~seeing~~disparate ~~increased awareness of AI among our clients who are interested in how they can leverage AI in their business~~systems, ~~driven~~eliminating bybottlenecks ~~the excitement around generative AI, is increasing interest in next-generation solutions such as the Intapp Intelligent Cloud,~~ and ~~DealCloud~~reducing inmanual ~~particular~~errors. ~~Our~~By ~~Applied~~centralizing AIdata ~~strategy~~and ~~expands~~workflows, ~~the~~our ~~value~~solutions ofallow ~~our~~teams ~~cloud~~to ~~offerings~~manage bycomplex ~~incorporating~~processes ~~recent~~efficiently ~~advancements~~— infreeing ~~AI.~~professionals ~~This~~to ~~approach~~focus ~~helps~~on ~~our~~strategic ~~clients~~initiatives toand ~~solve~~supporting ~~practical~~scalable ~~and~~growth ~~unique~~as ~~business~~firms ~~challenges~~expand.

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5Strengthening risk management and compliance: Our products are engineered with robust risk and compliance features at their core. From client onboarding to ongoing monitoring, our solutions help firms stay ahead of regulatory requirements and mitigate potential risks. Predictive analytics and real-time alerts empower proactive management, safeguarding reputation and client trust.

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~~Table~~Optimizing oftime ~~Contents~~and resource tracking: Our products support efficient time capture, resource allocation, and project delivery, helping firms maximize productivity and profitability. By streamlining time entry, billing, and operational compliance, these tools enable professionals to focus on delivering value to clients while maintaining accurate records and supporting business objectives.

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~~Continue~~Enabling tosecure ~~lead~~collaboration ~~the~~and ~~market~~information ~~shift~~sharing: toOur ~~the~~collaboration ~~cloud.~~products ~~Mission-critical~~facilitate ~~applications are increasingly being delivered more reliably~~secure, ~~securely, and cost-effectively via the cloud, which can more readily enable~~ real-time ~~collaboration~~communication and ~~provide~~information ~~access~~sharing ~~to valuable data from anywhere, anytime, on any device. As more professionals embrace cloud technologies, they will continue to drive the accelerated adoption of additional cloud capabilities~~ across ~~their firms~~teams. We ~~believe~~help weto ~~are~~break adown ~~leader~~silos, insupport ~~the~~coordinated ~~adoption~~workflows, ~~cycle of cloud-based solutions by professional~~ and ~~financial~~support ~~services~~ firms, ~~driven~~to indeliver ~~part~~superior byclient ~~the~~service ~~needs~~through ~~of the next generation of professionals for purpose-built technology and software solutions~~teamwork.

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~~Expand~~Data-driven ~~within~~intelligence ~~our~~powered ~~existing~~by ~~client~~our ~~base.~~data Wefoundation: ~~have~~Our ~~deep,~~data ~~longstanding,~~foundation ~~and~~unifies ~~trust-based relationships with our clients. Our land-~~and~~-expand~~ ~~model~~secures ~~generates~~data ~~multi-year~~across ~~growth within our client base~~systems, ~~with~~enabling ~~client~~advanced ~~lifetimes~~analytics ~~often~~and ~~spanning~~machine ~~more~~learning ~~than a decade. Clients typically adopt our modular solution~~ to ~~address~~transform araw ~~specific~~information ~~use~~into ~~case,~~actionable ~~then~~insights. ~~expand~~This ~~their~~architecture ~~use~~supports byrelationship ~~adopting more modules~~intelligence, ~~adding~~market ~~more~~trend ~~users~~analysis, and ~~deploying~~rapid todecision-making, ~~other~~giving ~~parts~~firms ofa ~~their~~competitive ~~organization~~edge ~~over~~in ~~time.~~fast-moving markets.

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~~Grow our client base. We believe we are addressing a large~~Secure, ~~underserved~~scalable ~~market~~cloud ofinfrastructure ~~firms~~for ~~with~~future ~~high~~growth: ~~demand~~Our ~~for~~cloud-based ~~the~~products ~~capabilities~~deliver wesecure, ~~offer~~reliable, ~~and~~scalable technology that weadapts ~~have a significant opportunity~~ to ~~continue~~evolving tobusiness ~~grow~~needs. ~~our~~With ~~client~~enterprise-grade ~~base.~~security, Weseamless ~~will~~integration ~~continue~~with topartners, ~~invest~~and incontinuous updates, our ~~sales~~products ~~and~~help ~~marketing force~~ to ~~target~~reduce ~~new~~IT ~~client~~complexity ~~opportunities~~ and ~~grow~~support ~~our~~ongoing ~~client base~~innovation.

~~Add~~Growth ~~new~~Strategies solutions to our platform. We plan to continue investing in our research and development team to enhance the functionality and breadth of our current solutions, as well as to develop and launch new solutions to address the evolving needs of our clients. In particular, we are continuing to invest resources in extending our AI and data science capabilities to better connect people, processes, and data.

~~Broaden~~The ~~our~~key ~~geographical~~components ~~reach.~~of ~~We believe there is a significant need for~~ our ~~solutions~~growth onstrategy aare: global basis and, accordingly, opportunity for us to grow our business through further international expansion. We regularly analyze trends across the global market to identify areas for successful expansion and prioritize our investment to maximize our opportunity. We will continue to broaden our global footprint and intend to establish a presence in additional international markets.

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~~Selectively~~Capitalize ~~pursue~~on ~~strategic~~the ~~transactions.~~generational Wechange ~~have~~in ~~successfully~~work ~~completed~~driven 9by ~~acquisitions~~AI: ~~over~~We ~~the~~are ~~past~~seeing 10increased ~~years~~awareness ~~that~~and ~~have~~adoption ~~allowed~~of usAI toamong ~~enhance~~ our ~~platform,~~clients ~~add~~who ~~new~~are ~~technology~~interested ~~capabilities,~~in ~~and~~how ~~address~~they ~~new~~can ~~client~~leverage ~~segments.~~the ~~For~~technology ~~example,~~to infurther ~~fiscal~~their ~~year~~business ~~2024~~goals. weDriven, ~~completed~~in ~~two new acquisitions: Berlin-based delphai GmbH ("delphai")~~part, aby ~~cutting-edge~~the ~~organization~~excitement ~~that~~around ~~applies~~generative AI, ~~across~~interest ~~public~~in ~~data,~~next-generation ~~helping~~solutions tosuch ~~ensure~~as ~~that~~Intapp ~~firmographic~~Assist ~~data~~ is ~~collected,~~increasing. ~~structured~~And ~~and~~our ~~presented~~Applied toAI ~~professionals~~strategy ~~with~~expands ~~direct~~the ~~links~~value orof ~~citations~~our tocloud ~~source~~offerings ~~material,~~by ~~enabling~~incorporating ~~validation~~recent ~~and~~advancements ~~trust~~ in ~~the~~ AI~~-generated~~ ~~material; and TDI, a long-time Intapp partner that builds and implements enterprise collaboration technology. We will continue~~ to ~~evaluate acquisition opportunities that will~~ help ~~us extend~~ our ~~market~~clients ~~leadership~~solve practical and ~~client~~unique ~~reach~~business challenges.

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~~Our~~Grow ~~Clients~~our client base: We are addressing a large, underserved market of firms with high demand for the capabilities we offer, thus we believe we have a significant opportunity to continue to grow our client base. We will continue to invest in our sales and marketing force to target new client opportunities and grow our client base.

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~~Intapp~~Move isupmarket ainto ~~leading~~the ~~global~~enterprise ~~provider~~sector: ~~of AI-powered solutions for professionals at advisory, capital markets and legal firms.~~ We ~~serve~~are ~~the~~strategically ~~world’s~~expanding ~~premier~~our ~~accounting,~~focus ~~consulting,~~to ~~investment~~include ~~banking,~~larger ~~legal,~~enterprise ~~private capital, and real assets firms~~clients. ~~Collectively,~~These ~~more than 2,550~~ clients, ~~including~~face 95increasingly ofcomplex ~~the Am Law 100 law firms~~operational, ~~15 of the top 20 accounting firms~~regulatory, and ~~over~~client ~~1,700~~demands ~~private~~— ~~capital~~ and ~~investment~~we ~~banking~~believe ~~firms~~our ~~rely~~platform onis ~~Intapp~~uniquely ~~solutions~~positioned to ~~help~~support ~~activate~~ their ~~collective~~needs. ~~knowledge,~~Moving ~~navigate~~upmarket ~~complex~~complements ~~relationships,~~our ~~and~~existing ~~drive~~client ~~growth.~~acquisition Nostrategy ~~single~~and ~~client~~enables ~~represented~~us ~~more~~to ~~than~~deliver ~~10%~~greater ofvalue ~~total~~through ~~revenues~~broader indeployments ~~fiscal~~and ~~year~~deeper ~~2024~~integrations.

~~Our Functions~~6

~~Sales~~Table ~~and~~of ~~Marketing~~ Contents

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Expand within our existing client base: We ~~currently~~have ~~focus~~deep, onlong-standing, ~~marketing~~trust-based ~~and~~relationships ~~selling~~with our ~~solutions~~clients. toOur ~~financial~~ land-and-expand ~~professional~~model ~~services~~generates ~~firms~~multi-year ingrowth ~~North~~within ~~America,~~our ~~Europe~~client base, ~~the~~with ~~Middle~~client ~~East,~~lifetimes ~~and~~often ~~Asia~~spanning ~~Pacific~~more than a decade. WeClients ~~seek~~typically toadopt ~~drive~~one ~~market~~of ~~demand~~our bysolutions ~~developing~~to ~~and~~address ~~delivering~~a specific use case, ~~market-focused~~then expand their use by adopting more solutions, adding more users, and deploying to ~~financial~~other ~~professional~~parts ~~services~~of ~~firms~~their organization over time.

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6Continue to lead the market shift to the cloud: Mission-critical applications are increasingly being delivered more reliably, securely, and cost-effectively via the cloud. This move is driven in part by the needs of the next generation of professionals, who require real-time collaboration and access to valuable data from anywhere, anytime, on any device. As cloud technologies become the industry standard, accelerated adoption of additional cloud capabilities will continue to increase across firms. We believe we are a leader in the adoption cycle of cloud-based solutions by professional and financial services firms.

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~~Table~~Add new solutions to our platform: We plan to continue investing in our research and development team to enhance the functionality and breadth of ~~Contents~~our current solutions, as well as to develop and launch new solutions to address the evolving needs of our clients. In particular, we are continuing to invest resources in extending our AI and data science capabilities to better connect people, processes, and data.

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WeBroaden ~~primarily~~our ~~generate~~geographical ~~sales~~reach: ~~through~~We abelieve ~~direct~~there ~~sales~~is ~~model.~~a ~~All~~significant ~~sales~~need ~~personnel~~for ~~focus~~our solutions on ~~attracting~~a ~~new~~global ~~clients~~basis asand, ~~well~~accordingly, asopportunity ~~expanding~~for ~~usage~~us ~~within~~to grow our ~~existing~~business ~~client~~through ~~base.~~further ~~Our~~international ~~sales~~expansion. ~~team~~We isregularly ~~supported~~analyze bytrends ~~technical~~across ~~sales~~the ~~professionals~~global ~~and~~market ~~subject-matter~~to ~~experts~~identify ~~who~~areas ~~facilitate~~for ~~the~~successful ~~sales~~expansion ~~process through developing~~ and ~~presenting~~prioritize ~~demonstrations of~~ our ~~solutions~~investment ~~after~~to ~~assessing~~maximize ~~requirements,~~our ~~addressing security and technical questions, and matching client needs with the appropriate solutions~~opportunity. We ~~also~~will ~~have~~continue ato ~~team~~broaden ofour ~~experts~~global ~~who~~footprint ~~help advise on best practices~~ and ~~methodologies,~~intend ~~strategize with respect~~ to ~~operations~~establish ~~processes~~a ~~and~~presence ~~management~~in ~~structure,~~additional ~~and~~international ~~assess value creation and return on investment from our solutions~~markets.

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WeServing ~~have~~new aand ~~growing~~adjacent ~~partner~~markets: ~~ecosystem~~We believe that ~~includes~~there ais ~~range~~commonality ofbetween ~~technology~~the industries we serve: accounting, consulting, investment banking, legal, private capital, and ~~implementation~~real ~~partners~~assets. ~~Together~~They ~~with~~operate ~~these~~in ~~partners~~complex, wehighly ~~generate~~connected ~~increased~~ecosystems, ~~value~~and ~~for~~provide ~~our~~valuable ~~clients~~expertise, insight, and ~~broaden~~advice ~~our~~across ~~reach~~varied transactions and engagements. ~~Partners~~As ~~include~~we ~~specialized~~move ~~implementation~~further into these industries and ~~data~~continue ~~partners~~to asdevelop ~~well~~our assolutions, ~~some~~we ofhave ~~the~~uncovered ~~largest~~additional ~~technology~~markets ~~players~~that inwould benefit from the ~~world~~use of our solutions. As such, ~~including~~corporate ~~Microsoft~~legal and ~~KPMG.~~corporate ~~Across~~development ~~our~~teams ~~entire~~are ~~ecosystem,~~new wegrowth ~~now~~segments ~~have~~for ~~130~~us, ~~data~~as lawyers, ~~technology~~investment bankers, and ~~implementation~~private ~~partners.~~capital professionals move to these teams and bring their expertise with our solutions with them.

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~~Our~~Selectively ~~marketing~~pursue ~~efforts~~strategic ~~are~~transactions: ~~focused~~We onhave ~~generating~~successfully ~~awareness~~completed of12 ~~our~~acquisitions ~~solutions,~~over ~~creating~~the ~~sales~~past ~~leads,~~13 ~~establishing~~years ~~and~~that ~~promoting~~have allowed us to enhance our ~~brand~~platform, ~~showcasing~~add ~~our~~new ~~thought~~technology ~~leadership~~capabilities, and ~~cultivating~~address anew ~~community~~client segments. For example, in fiscal year 2025 we completed an acquisition of ~~loyal~~TermSheet, ~~clients~~a ~~and~~software ~~users~~provider to real estate teams. WeBringing ~~utilize~~together ~~both~~Intapp ~~online~~DealCloud and ~~offline~~TermSheet ~~marketing~~creates ~~initiatives,~~a ~~including~~strong ~~events~~team ~~and~~of industry ~~trade~~experts ~~shows,~~and ~~online~~will ~~advertising,~~deliver ~~webinars,~~a ~~blogs,~~powerful ~~corporate~~operating ~~communications,~~system ~~white~~tailored ~~papers,~~to ~~and~~the ~~case~~complex ~~studies~~needs of the commercial real estate industry. We ~~cultivate~~will acontinue ~~community~~to ofevaluate ~~our~~acquisition ~~executive~~opportunities ~~level~~that ~~buyers~~will ~~and~~help ~~influencers~~us ~~through~~extend our ~~advisory~~market ~~board~~leadership ~~system~~and client reach.

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~~Client~~Foster ~~Services~~a growing partner ecosystem: We have a growing partner ecosystem that includes a range of strategic, technology, data, services, and ~~Client~~implementation ~~Success~~partners. Intapp’s partner program expands the value we bring to clients by increasing access to trusted technology, data, and service providers that grow clients’ businesses and drive innovation. Our partnership with Microsoft continues to deliver value in the form of joint innovation, joint marketing, and increased sales via the Azure Marketplace and the ability for clients to purchase our solutions using their Microsoft Azure consumption commitments.

~~After~~Our aClients client purchases our solutions, we, either directly or together with partners, provide implementation services to assist the client in the deployment of those solutions. We utilize best practices developed over our history in implementing our solutions for each client — including providing templates and industry-relevant templates to accelerate adoption, and delivering a purpose-built configuration that best suits a client’s specific needs. Implementation engagements typically range in duration from three to nine months, depending on scope.

WeIntapp ~~support~~is ~~our~~a ~~clients~~leading ~~with~~global ~~access~~provider toof ~~engineers,~~AI-powered ~~other~~solutions ~~technical~~for ~~support~~professionals ~~personnel,~~at ~~release~~the ~~management~~world’s premier accounting, ~~and~~consulting, ~~managed~~investment ~~services.~~banking, Tolegal, ~~help~~private ~~our~~capital, ~~clients~~and ~~achieve~~real ~~success~~assets ~~with~~firms. ~~the~~Collectively, ~~Intapp~~more ~~Intelligent~~than ~~Cloud~~2,700 ~~platform~~clients, weincluding ~~offer~~95 ~~in-depth~~of ~~change~~the ~~management~~Am ~~workshops,~~Law ~~classroom~~100 ~~and~~law ~~virtual~~firms, ~~end-user~~16 ~~and~~of ~~administrator~~the ~~training,~~top ~~consultative~~20 ~~adoption~~accounting ~~services~~firms, and ~~best~~over ~~practices.~~1,700 Weprivate ~~view~~capital ~~our~~and ~~clients’~~investment ~~success~~banking asfirms arely ~~cornerstone~~on ofIntapp ~~our~~solutions ~~business~~to ~~model~~help ~~and~~activate ~~philosophy,~~their ~~and~~collective ~~are~~knowledge, ~~organized~~navigate tocomplex ~~measure~~relationships, ~~monitor,~~ and ~~deliver~~drive ~~high levels of client satisfaction~~growth.

We have also developed relationships with a number of implementation partners. These partners provide implementation services and other professional services related to our platform. We anticipate that we will continue to develop partnerships with a select number of third parties to help grow our business and deliver our solutions. In those markets where we have established such partnerships, we consider these important to our and our clients’ success.7

~~Research~~Table ~~and~~of ~~Development~~ Contents

Our ability to compete depends in large part on our continuous commitment to research and development and our ability to rapidly introduce new technologies, features, and functionality. Our research and development team is responsible for the design, architecture, testing, and quality of our solutions. We focus our efforts on enhancing our existing solutions and developing new solutions for our clients.Functions

~~Our~~Sales ~~research~~ and ~~development~~Marketing teams are primarily located in Palo Alto, California; Charlotte, North Carolina; Belfast, Northern Ireland; Berlin, Germany and Manchester, England. We also utilize a substantial number of independent contractors and consultants working in research and development throughout the world.

7We currently focus on marketing and selling our solutions to accounting, consulting, investment banking, legal, private capital, and real assets firms in North America, Europe, the Middle East, and Asia Pacific. We seek to drive market demand by developing and delivering specific, market-focused solutions to these firms.

~~Table~~We primarily generate sales through a direct sales model. All sales personnel focus on attracting new clients as well as expanding usage within our existing client base. Our sales team is supported by technical sales professionals and subject-matter experts who facilitate the sales process by developing and presenting demonstrations of ~~Contents~~our solutions in a way that aligns with specific firm requirements, security and technical questions, and solutions that match the firm’s needs. We also have a team of experts who help advise on best practices and methodologies, strategize with respect to operations processes and management structure, and assess value creation and return on investment from our solutions. We are leveraging AI across our go-to-market functions to scale content creation, streamline campaigns, and enhance seller enablement. These investments are driving greater productivity while positioning us to engage the market with greater speed and intelligence.

~~Our~~We ~~Employees~~have a growing partner ecosystem that includes specialized implementation and ~~Human~~advisory ~~Capital~~services, integrations with leading data providers, and technology and Independent Software Vendor partnerships, including our strategic alliance with Microsoft. Together with our partners, we generate increased value for our clients and broaden our reach and capabilities across key markets. Across our entire ecosystem, we now have 145 data, technology and services and implementation partners.

WeOur ~~have~~marketing ~~built~~efforts ~~our~~are ~~culture~~focused ~~around~~on ~~the~~generating ~~success~~awareness of our ~~clients~~solutions, ~~our~~creating ~~partners,~~sales ~~our employees~~leads, establishing and promoting our ~~investors.~~brand, Weshowcasing ~~have~~our ~~carefully~~thought ~~recruited~~leadership, ~~selected,~~ and ~~developed~~cultivating ~~employees~~a ~~who~~community ~~are~~of ~~highly~~loyal ~~focused~~clients onand ~~delivering~~users. ~~success~~We ~~for~~utilize ~~our~~both ~~clients~~online inand ~~the~~offline ~~professional~~marketing ~~and~~initiatives, ~~financial~~including ~~services~~events and industry. ~~This~~trade ~~strategy~~shows, isonline aadvertising, ~~crucial~~webinars, ~~element~~blogs, ofcorporate ~~our~~communications, ~~hiring~~white papers, and ~~evaluation~~case ~~processes throughout all departments~~studies. We ~~believe~~cultivate ~~this~~a ~~approach~~community ~~produces~~of ~~high~~our ~~levels~~executive oflevel ~~both~~buyers ~~client~~and ~~success~~influencers ~~and~~through ~~employee~~our ~~engagement~~advisory board system.

WeClient ~~believe~~Services ~~we provide employees with a unique opportunity to develop~~ and ~~sell~~Client ~~world-class~~Success solutions within a specific industry. The Intapp Intelligent Cloud platform offers our developers an opportunity to build important solutions that can become the standard in the professional and financial services industry, while enabling sales personnel to sell a growing portfolio of solutions to a focused, deep set of firms. We believe that this unique opportunity will allow us to continue to attract top talent for our product development and sales efforts.

AsAfter ofa ~~June~~client ~~30,~~purchases ~~2024~~our solutions, we, ~~had~~either 1directly or together with partners,~~235~~ ~~full~~provide implementation services to assist the client in the deployment of those solutions. We utilize best practices developed over years of implementation experience, including providing industry-~~time~~specific ~~employees~~templates to accelerate adoption and delivering a purpose-built configuration that best suits the client’s specific needs.

~~Our~~We ~~employees~~support ~~are~~our ~~primarily~~clients ~~located~~with inaccess ~~the~~to ~~U.S.~~engineers, ~~the~~other ~~U.K.,~~technical ~~Europe~~support personnel, ~~Australia~~release management, and ~~Singapore~~managed services. WeTo ~~also~~help ~~utilize~~our ~~independent~~clients ~~contractors,~~achieve ~~brokers,~~success ~~and~~with ~~consultants~~the Intapp Intelligent Cloud, ~~including~~we aoffer ~~substantial~~in-depth ~~number~~change ofmanagement ~~developers~~workshops, ~~working~~classroom inand ~~research~~virtual end-user and ~~development.~~administrator ~~None~~training, ofconsultative ~~our~~adoption ~~employees~~services, ~~are~~and ~~represented~~best bypractices. aWe ~~labor~~view ~~union~~our orclients’ ~~are~~success as a ~~party~~cornerstone toof aour ~~collective~~business ~~bargaining~~model ~~agreement~~and philosophy, and weare ~~consider~~organized ~~our~~to ~~relationship~~measure, ~~with~~monitor, ~~our~~and ~~employees~~deliver tohigh belevels ~~strong~~of client satisfaction.

~~Competition~~We have also developed relationships with multiple implementation partners. These partners provide implementation services and other professional services related to our platform. We anticipate that we will continue to develop partnerships with a select number of third parties to help grow our business and deliver our solutions. In those markets where we have established such partnerships, we consider these important to our and our clients’ success.

~~The~~Research ~~professional~~ and ~~financial~~Development services industry is highly competitive and subject to change from the introduction of new products and technologies and other activities of industry participants. We believe our success in growing our business will depend on our ability to demonstrate to our clients that our solutions provide superior business outcomes to other competitive solutions — including, but not limited to, legacy applications, manual processes, horizontal platforms, and point solutions.

WeOur ~~believe~~ability ~~that~~to ~~the~~compete ~~principal~~depends ~~competitive~~in ~~factors~~large inpart on our ~~industry~~continuous ~~include~~commitment to research and development and our ability to rapidly introduce new technologies, features, and functionality. Our research and development team is responsible for the ~~following:~~design, architecture, testing, and quality of our solutions. We focus our efforts on enhancing our existing solutions and developing new solutions for our clients.

~~Deep~~Our ~~domain~~research ~~experience~~ and adevelopment ~~long-term~~teams are primarily located in Belfast, ~~trusted~~Northern ~~relationship~~Ireland; Palo Alto, California; Charlotte, North Carolina; Berlin, Germany; London, U.K., and Lisbon, Portugal. We also utilize a substantial number of independent contractors and consultants working in research and development throughout the world.

~~Product innovation, quality, functionality, and design;~~8

~~Solutions~~Table ~~that~~of ~~are purpose-built for this industry;~~Contents

~~Platform~~Our ~~solutions~~Employees ~~that~~and ~~are~~Human ~~complete,~~Capital ~~end-to-end solutions across the relationship lifecycle;~~

~~Solutions~~We ~~that~~have ~~enable~~built ~~connectedness~~our culture around the success of ~~key~~our ~~data~~clients, our partners, our employees, and our investors. We have carefully recruited, selected, and developed employees who are highly focused on delivering success for our clients. This strategy is a crucial element of our hiring and evaluation processes ~~through~~throughout ~~the~~all ~~use~~departments. We believe this approach produces high levels of ~~AI;~~both client success and employee engagement.

AWe ~~track~~believe ~~record~~we provide employees with a unique opportunity to develop and sell world-class solutions within a specific industry. The Intapp Intelligent Cloud offers our developers an opportunity to build important solutions that can become the standard in the accounting, consulting, investment banking, legal, private capital and real assets industries, while enabling sales personnel to sell a growing portfolio of ~~delivering~~solutions ~~value~~to ~~consistently~~a ~~over~~focused, ~~time;~~deep set of firms. We believe that this unique opportunity will allow us to continue to attract top talent for our product development and sales efforts.

AAs ~~strong~~of ~~commitment~~June to30, ~~security~~2025, ~~and~~we ~~privacy;~~had ~~and~~1,336 full-time employees.

~~Brand~~Our ~~reputation~~employees ~~and~~are ~~name~~primarily ~~recognition~~located in the ~~industry~~U.S. and the U.K. We also utilize independent contractors, brokers, and consultants, including a substantial number of developers working in research and development. None of our employees are represented by a labor union or are a party to a collective bargaining agreement, and we consider our relationship with our employees to be strong.

~~Some~~Competition of our competitors and potential competitors are large and have greater brand name recognition, longer operating histories, larger marketing budgets, established marketing relationships, access to larger client bases, and significantly greater resources for the development of their offerings. Moreover, because our market is highly competitive and subject to rapid change, it is possible that new entrants — especially those with substantial resources, more efficient operating models, more rapid technology and content development cycles, or lower marketing costs — could introduce new solutions that disrupt our market and better address the needs of our clients and potential clients.

~~Further~~The accounting, ~~certain~~consulting, ofinvestment ~~our~~banking, ~~competitors~~legal, ~~may~~private ~~challenge~~capital ~~our~~and ~~intellectual~~real ~~property,~~assets ~~may~~industries ~~develop~~are ~~additional~~highly ~~competing~~competitive orand ~~superior~~subject ~~technologies~~to ~~and~~rapid ~~processes,~~technological change and ~~compete~~emergence ~~more~~of ~~aggressively~~new ~~and~~solutions. ~~sustain~~We ~~that~~compete ~~competition~~with ~~over~~ a ~~longer~~wide ~~period~~range of ~~time~~established ~~than~~and weemerging ~~could~~providers, including legacy systems, horizontal platforms, and specialized vertical solutions. ~~For~~Our ~~additional~~success ~~information~~depends ~~regarding~~on ~~the~~our ~~competitive~~ability to deliver superior business ~~conditions~~outcomes wethrough ~~face~~innovative, ~~see~~industry-specific ~~“Risk~~products ~~Factors”~~that inaddress ~~Part~~the Iunique challenges of accounting, ~~Item~~consulting, 1Ainvestment ofbanking, ~~this~~legal, ~~Annual~~private ~~Report~~capital, onand ~~Form~~real ~~10-K~~assets firms.

8We believe that the principal competitive factors in our industry include the following:

•

~~Table~~Deep ofdomain ~~Contents~~experience and long-term, trusted relationships;

•

~~Intellectual~~Product ~~Property~~innovation, quality, functionality, and design;

•

WeSolutions ~~rely~~that onare apurpose-built combination of patent, copyright, trademark and trade secret laws, and confidentiality and invention assignment agreements to protect our intellectual property rights. Our patents cover various aspects of the Intapp Intelligent Cloud platform. The term of individual patents depends on the legal term for ~~patents~~this in the countries in which they are granted. We believe the duration of our patents is adequate relative to the expected lives of our product and service offerings. There is no active patent litigation involving any of our patents, and we have not received any notices claiming that our activities infringe a third-party’s patent.industry;

•

WePlatform ~~cannot~~solutions ~~guarantee~~ that ~~patents will be issued from any of our pending applications or that, if patents~~ are ~~issued~~complete, ~~they will be of sufficient scope or strength~~ end-to-end ~~provide~~solutions ~~meaningful~~across ~~protection for our technology. It may be necessary in~~ the ~~future~~relationship to seek or renew licenses relating to various aspects of the Company’s products, processes and services. While the Company has generally been able to obtain such licenses on commercially reasonable terms in the past, there is no guarantee that such licenses could be obtained in the future on reasonable terms or at all.lifecycle;

•

WeSolutions ~~also~~that ~~rely~~enable ~~upon~~connectedness ~~trademarks to build and maintain the integrity~~ of ~~our~~key ~~brand~~data and, inprocesses ~~part,~~through ~~upon~~the trade secrets, know-how, continuing technological innovation, and licensing arrangements, to develop and maintain our competitive position. We own a number of registered trademarks (including Intapp and DealCloud, among others) and a portfolio of registered domain names for websites that we use ~~in our business. We protect our proprietary rights through a variety~~ of ~~methods, including confidentiality and assignment agreements with suppliers, employees, consultants, and others who may have access to our proprietary information.~~AI;

•

~~Regulations~~A track record of delivering value consistently over time;

•

WeA ~~are~~strong ~~subject~~commitment to a variety of laws and regulations in the United States and abroad that involve matters central to our business. Some of these laws and regulations are still evolving and being tested in courts and could be interpreted in ways that could harm our business. These may involve privacy, data protection, content, intellectual property, data collection and processing, data security, and ~~data retention and deletion. In particular, we are subject to federal, state, and foreign laws regarding data protection and~~ privacy.; ~~Foreign data protection~~ and privacy laws and regulations can impose different obligations that may be more restrictive than those in the United States. Some United States federal and state and foreign laws and regulations in some cases may be enforced by private parties in addition to government entities. These laws and regulations are constantly evolving and may be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the evolving industry in which we operate. This may result in laws and regulations being interpreted and applied inconsistently from country to country, and also inconsistently with our current policies and practices. In recent years, there has been an increase in attention to and regulation of data protection and data privacy across the globe, including the Federal Trade Commission’s (“FTC”) increasingly active approach to enforcing data privacy in the United States. Additionally, the European Union’s General Data Protection Regulation (“GDPR”), along with the United Kingdom which also still has laws equivalent to the GDPR/EU data protection laws, has resulted and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the European Union. Under GDPR, fines of up to 20 million Euros or up to 4% of the annual global revenues of the infringer, whichever is greater, can be imposed for violations. The California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”) limit how we may collect and use certain data pertaining to California residents. Numerous other states have enacted or are considering enacting similar privacy laws further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate. The impact of these laws on us and others in our industry is and will remain unclear until additional regulations are issued. The effects of the CCPA and CPRA are potentially far-reaching, however, and may require us to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. Non-compliance with these laws could result in penalties or significant legal liability. We have invested, and continue to invest, human and technology resources into our GDPR and CPRA compliance efforts and our data privacy compliance efforts generally.

•

~~Seasonality~~Brand reputation and name recognition in the industry.

WeSome ~~generally~~of ~~experience~~our ~~seasonality~~competitors inand ~~billings~~potential ~~with~~competitors ~~our~~are ~~clients~~large and have greater brand name recognition, longer operating histories, larger marketing budgets, established marketing relationships, access to larger client bases, and wesignificantly ~~typically~~greater ~~record~~resources afor ~~higher~~the ~~percentage~~development of ~~billings~~their inofferings. Moreover, because our ~~fourth~~market ~~quarter~~is ~~than~~highly incompetitive and subject to rapid change, it is possible that new entrants — especially those with substantial resources, more efficient operating models, more rapid technology and content development cycles, or lower marketing costs — could introduce new offerings that disrupt our market and better address the ~~other~~needs ~~quarters~~of our clients and potential clients.

9Also, certain competitors may challenge our intellectual property, develop additional competing or superior technologies and processes, or compete more aggressively and sustain that competition over a longer period of time than we could.

~~Table of Contents~~9

~~Available~~Table ~~Information~~of Contents

The Securities and Exchange Commission (“SEC”) maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. Our website address is www.intapp.com. We ~~make~~believe ~~available on or through~~ our ~~website~~position ~~certain reports and amendments to those reports that we file with or furnish to the SEC~~ in ~~accordance with~~ the ~~Securities~~market ~~Exchange~~is ~~Act~~strengthened ofby ~~1934, as amended (“Exchange Act”). These include~~ our ~~annual~~deep ~~reports~~domain ~~on Form 10-K~~expertise, ~~our~~rapid ~~quarterly~~product ~~reports on Form 10-Q~~innovation, and ~~our~~the ~~current~~trust ~~reports~~we onhave ~~Form~~built ~~8-K,~~with ~~and~~leading ~~amendments~~firms toin ~~those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and~~ our ~~Proxy~~target ~~Statement for our annual meeting of stockholders~~industries. We ~~make~~have ~~available~~maintained onstrong ~~our~~adoption ~~website~~among attop-tier ~~www.intapp.com~~clients, ~~free~~reflecting ~~of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to,~~ the ~~SEC.~~value ~~Further corporate governance information, including~~ our ~~corporate~~solutions ~~governance~~provide ~~guidelines,~~in ~~code~~driving ~~of business conduct and ethics~~growth, ~~and~~reducing ~~committee charters~~risk, ~~is also available on our investor relations website under the heading “Corporate Governance.” Information contained on, or that can be accessed through, our website does not constitute part of,~~ and isimproving ~~not~~operational ~~incorporated into, this Annual Report on Form 10-K or in any other report or document we file with the SEC~~efficiency.

For additional information regarding the competitive business conditions we face, see “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.

~~Table~~Intellectual ~~of Contents~~Property

~~Item~~We 1Arely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality and invention assignment agreements, to protect our intellectual property rights. ~~Risk~~Our ~~Factors~~patents cover various aspects of the Intapp Intelligent Cloud. The term of individual patents depends on the legal term for patents in the countries in which they are granted. We believe the duration of our patents is adequate relative to the expected lives of our product and service offerings. There is no active patent litigation involving any of our patents, and we have not received any notices claiming that our activities infringe a third-party’s patent.

~~Our~~We ~~business,~~cannot ~~operations~~guarantee ~~and~~that ~~financial~~patents ~~results~~will ~~are~~be ~~subject~~issued tofrom ~~various~~any ~~risks~~of ~~and~~our ~~uncertainties,~~pending ~~including~~applications ~~those~~or ~~described below~~that, ~~that~~if ~~could~~patents ~~materially~~are ~~adversely~~issued, ~~affect~~they ~~our~~will ~~business,~~be ~~results~~ of ~~operations,~~sufficient ~~financial~~scope ~~condition,~~or ~~and~~strength ~~the~~to ~~trading~~provide ~~price~~meaningful ofprotection for our ~~common stock~~technology. ~~The~~It ~~following~~may ~~material~~be ~~factors,~~necessary ~~among~~in ~~others,~~the ~~could~~future ~~cause~~to ~~our~~seek ~~actual~~or ~~results~~renew licenses relating to ~~differ~~various ~~materially~~aspects ~~from~~of ~~historical~~our ~~results~~products, processes, and ~~those~~services. ~~expressed~~While inwe ~~forward-looking~~have ~~statements~~generally ~~made~~been byable usto orobtain onsuch ~~our~~licenses ~~behalf~~on incommercially ~~filings~~reasonable ~~with~~terms in the ~~SEC~~past, ~~press~~there ~~releases,~~is ~~communications~~no ~~with~~guarantee ~~investors,~~that ~~and~~such ~~oral~~licenses ~~statements~~could be obtained in the future on reasonable terms or at all.

~~Risk~~We ~~Factors~~also ~~Summary~~rely upon trademarks to build and maintain the integrity of our brand and, in part, upon trade secrets, know-how, continuing technological innovation, and licensing arrangements, to develop and maintain our competitive position. We own a number of registered trademarks (including Intapp and DealCloud, among others) and a portfolio of registered domain names for websites that we use in our business. We protect our proprietary rights through a variety of methods, including confidentiality and assignment agreements with suppliers, employees, consultants, and others who may have access to our proprietary information.

~~Below is a summary of material factors that make an investment in our common stock speculative or risky:~~Regulations

~~Our~~We ~~rapid~~are ~~growth~~subject ~~makes~~to ita ~~difficult~~variety toof ~~evaluate~~laws and regulations in the United States and abroad that involve matters central to our ~~future~~business. ~~prospects~~Some of these laws and ~~may~~regulations ~~increase~~are ~~the~~still ~~risk~~evolving ~~that~~and webeing ~~will~~tested ~~not~~in ~~continue~~courts toand ~~grow~~could atbe orinterpreted ~~near~~in ~~historical~~ways ~~rates~~that could harm our business. These may involve privacy, data protection, content, intellectual property, data collection and processing, data security, and data retention and deletion.

WeIn ~~have~~particular, awe ~~history~~are ofsubject ~~losses~~to federal, state, and foreign laws regarding data protection and privacy. Foreign data protection and privacy laws and regulations can impose different obligations that may ~~not~~be ~~achieve~~more orrestrictive ~~maintain~~than ~~profitability~~those in the ~~future~~United States. Some United States federal and state and foreign laws and regulations in some cases may be enforced by private parties in addition to government entities. These laws and regulations are constantly evolving and may be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the evolving industry in which we operate. This may result in laws and regulations being interpreted and applied inconsistently from country to country, and also inconsistently with our current policies and practices.

~~All~~In ofrecent ~~our~~years, ~~revenues~~there ~~are~~has ~~generated~~been byan ~~sales~~increase in attention to ~~clients~~and inregulation ~~our~~of ~~targeted~~data ~~verticals,~~protection and ~~factors~~data privacy across the globe, including the ~~downturns~~Federal Trade Commission’s increasingly active approach to enforcing data privacy in Uthe United States.S. Additionally, the European Union’s General Data Protection Regulation (“GDPR”) — along with the United Kingdom which also still has laws equivalent to the GDPR/EU data protection laws — have resulted and ~~global~~will ~~markets~~continue to result in significantly greater compliance burdens and ~~economic~~costs ~~conditions~~for companies with users and operations in the European Union. Under GDPR, ~~that~~fines ~~adversely~~of ~~affect~~up to 20 million euros, or up to 4% of the ~~applicable~~annual ~~industry~~global ~~could~~revenues ~~also~~of ~~adversely~~the ~~affect~~infringer ~~our~~— ~~business~~whichever is greater — can be imposed for violations.

IfThe ~~our~~California ~~solutions~~Consumer orPrivacy ~~third-party~~Act ~~cloud~~(“CCPA”) ~~providers~~and orthe ~~sub-processors~~California ~~experience~~Privacy ~~data~~Rights ~~security~~Act ~~breaches~~(“CPRA”) ~~and~~limit ~~there~~how iswe ~~loss,~~may ~~theft,~~collect ~~misuse,~~and ~~unauthorized~~use ~~disclosure~~certain ordata ~~unauthorized~~pertaining ~~access~~ to ~~our~~California ~~clients’~~residents. ~~data,~~Numerous weother ~~may~~states ~~lose~~have ~~current~~enacted or ~~future~~are ~~clients,~~considering ~~our~~enacting ~~reputation~~similar ~~and~~privacy ~~business~~laws, ~~may~~further becomplicating ~~harmed,~~our ~~and~~privacy wecompliance ~~may~~obligations bethrough ~~subject~~the tointroduction ~~governmental~~of ~~inquiries~~increasingly ordisparate ~~investigations~~requirements ~~and~~across athe ~~risk~~various ofU.S. ~~loss~~jurisdictions orin ~~liability~~which we operate.

~~Our business depends on clients renewing and expanding their subscriptions for our solutions. A decline in our client renewals and expansions could harm our future results of operations.~~ 10

~~Because~~Table ~~we recognize revenues from our SaaS solutions over the term~~ of the agreements for our subscriptions, a significant downturn in our business may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance. Contents

~~Our~~ ~~sales~~The ~~cycles~~impact of these laws on us and others in our industry is and will remain unclear until additional regulations are ~~lengthy~~issued. The effects of the CCPA and ~~variable~~CPRA are potentially far-reaching, ~~depend~~however, ~~upon~~and ~~factors~~may ~~outside~~require us to modify our ~~control,~~data processing practices and policies and incur substantial compliance-related costs and expenses. Non-compliance with these laws could ~~cause~~result usin topenalties ~~expend~~or significant ~~time~~legal liability. We have invested, and continue to invest, human and technology resources ~~prior~~into toour ~~generating~~GDPR ~~revenues.~~and CPRA compliance efforts and our data privacy compliance efforts generally.

We are expanding our SaaS solutions to incorporate recent innovations in AI and these initiatives may not be successful, which may adversely affect our business, results of operations and financial condition, and may also result in reputational harm and liability.Seasonality

IfWe wegenerally ~~are~~experience ~~unable~~seasonality toin ~~develop,~~billings ~~introduce~~with ~~and market new and enhanced versions of~~ our ~~solutions~~clients, and we ~~may~~typically berecord ~~put~~a athigher apercentage ~~competitive~~of ~~disadvantage~~billings ~~and~~in our ~~operating~~fourth ~~results~~quarter ~~could~~than bein ~~adversely~~the ~~affected~~other quarters.

IfAvailable weInformation ~~are unable to develop or sell our solutions into new markets or to further penetrate existing markets, our revenues will not grow as expected and our operating results could be adversely affected.~~

The Securities and Exchange Commission (“SEC”) maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. Our website address is www.intapp.com. We ~~compete~~make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in ~~highly~~accordance ~~competitive~~with ~~markets~~the Securities Exchange Act of 1934, as amended (“Exchange Act”). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and ifour wecurrent doreports ~~not~~on ~~compete~~Form ~~effectively~~8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, and our ~~business~~Proxy Statement for our annual meeting of stockholders. We make available on our website at www.intapp.com, ~~results~~free of ~~operations~~charge, copies of these reports and ~~financial~~other ~~condition~~information ~~could~~as besoon ~~negatively~~as ~~impacted~~reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Further corporate governance information, including our corporate governance guidelines, code of business conduct and ~~cause~~ethics, and committee charters, is also available on our ~~market~~investor ~~share~~relations towebpage ~~decline~~under the heading “Corporate Governance.” Information contained on, or that can be accessed through, our website does not constitute part of, and is not incorporated into, this Annual Report on Form 10-K or in any other report or document we file with the SEC.

If the market for SaaS solutions for professional and financial services develops slower than we expect or declines, it could have a material adverse effect on our business, financial condition and results of operations. 11

WeTable ~~may~~of continue to expand through acquisitions or partnerships with other companies, which may divert our management’s attention and result in unexpected operating and technology integration difficulties, increased costs, and dilution to our stockholders. Contents

IfItem we1A. ~~fail~~Risk ~~to effectively manage our growth, our business and results of operations could be harmed~~Factors.

Our ~~solutions~~business, ~~address~~operations ~~functions~~and ~~within~~financial ~~the~~results ~~heavily~~are ~~regulated~~subject ~~professional~~to various risks and ~~financial~~uncertainties, ~~services~~including ~~industry~~those described below, that could materially adversely affect our business, results of operations, financial condition, and the trading price of our ~~clients’~~common ~~failure~~stock. The following material factors, among others, could cause our actual results to ~~comply~~differ ~~with~~materially ~~applicable~~from ~~laws~~historical results and ~~regulations~~those ~~could~~expressed ~~subject~~in forward-looking statements made by us toor ~~litigation.~~on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.

11Risk Factors Summary

~~Table~~Below is a summary of ~~Contents~~material factors that make an investment in our common stock speculative or risky:

•

~~Our~~If our solutions or ~~pricing~~third-party ~~models~~cloud ~~may~~providers ~~not~~or ~~accurately~~sub-processors ~~reflect~~experience ~~the~~data ~~optimal~~security ~~pricing~~breaches ~~necessary~~and there is loss, theft, misuse, unauthorized disclosure or unauthorized access to ~~attract~~our ~~new~~clients’ data, we may lose current or future clients, our reputation and ~~retain~~business ~~existing~~may ~~clients~~be asharmed, ~~the~~and ~~market~~we ~~matures~~may be subject to governmental inquiries or investigations and a risk of loss or liability.

•

~~Our~~Most ~~loan~~of ~~and~~our ~~security~~revenues ~~agreement~~are ~~provides~~generated ~~our~~by ~~lender~~sales ~~with~~to aclients ~~first-priority~~in ~~lien~~the ~~against~~accounting, ~~substantially~~consulting, ~~all~~investment ofbanking, ~~our~~legal, ~~assets~~private capital and ~~contains~~real ~~restrictive~~assets ~~covenants~~industries, ~~which~~and ~~could~~factors, ~~limit~~including ~~our~~downturns ~~operational~~in ~~flexibility~~U.S. and ~~otherwise~~global markets and economic conditions, that adversely affect ~~our~~these ~~financial~~industries ~~condition~~could also adversely affect our business.

•

~~Failure~~Our ofrapid ~~any~~growth ofmakes ~~our~~it ~~established~~difficult ~~solutions~~ to ~~satisfy~~evaluate ~~client~~our ~~demands~~future orprospects toand ~~maintain~~may ~~market~~increase ~~acceptance~~the ~~would~~risk ~~harm~~that ~~our~~we ~~business,~~will ~~results~~not ofcontinue ~~operations,~~to ~~financial~~grow ~~condition,~~at ~~and~~or ~~growth~~near ~~prospects.~~historical rates.

•

~~Our~~We ~~ability~~have toa ~~sell~~history ~~and renew our solutions is dependent in part on the quality~~ of ~~our~~losses ~~implementation services~~ and ~~technical~~may ~~support~~not ~~services~~achieve ~~and the implementation services provided by our partners, and our failure to offer high-quality implementation services~~ or ~~technical~~maintain ~~support~~profitability ~~services~~in orthe our partners’ failure to offering high-quality implementation services could damage our reputation and adversely affect our ability to sell our solutions to new clients and renew agreements with our existing clientsfuture.

•

~~Real~~Our orbusiness ~~perceived~~depends ~~errors~~on orclients ~~failures~~renewing inand ~~our~~expanding ~~solutions~~their ~~may~~subscriptions ~~affect~~for our ~~reputation,~~solutions. ~~cause~~A usdecline toin ~~lose~~our ~~clients~~client renewals and ~~reduce~~expansions ~~sales~~could ~~which may~~ harm our ~~business~~future ~~and~~ results of operations.

•

~~Changes~~Because inwe ~~laws,~~recognize ~~regulations,~~revenues orfrom ~~guidance~~our ~~issued~~SaaS bysolutions ~~supervisory~~over ~~authorities~~the ~~relating~~term toof ~~privacy or~~ the ~~protection~~agreements orfor ~~transfer~~our ofsubscriptions, ~~personal~~a ~~data,~~significant ordownturn ~~any~~in ~~actual~~our orbusiness ~~perceived~~may ~~failure~~not bybe usreflected toimmediately ~~comply~~in ~~with~~our ~~such~~operating ~~laws~~results, ~~regulations,~~which orincreases ~~guidance,~~the ~~could~~difficulty ~~adversely~~of ~~affect~~evaluating our ~~business~~future ~~and~~financial ~~could subject us to liability, fines and reputational harm~~performance.

•

~~Assertions~~Our ~~against~~sales ~~us,~~cycles byare ~~third~~lengthy ~~parties~~and ~~alleging~~variable, ~~infringement~~depend orupon ~~other~~factors ~~violation~~outside ofour ~~their~~control, ~~intellectual~~and ~~property~~could ~~rights,~~cause ~~could~~us ~~result~~to inexpend significant ~~costs~~time and ~~substantially~~resources ~~harm~~prior ~~our~~to ~~business~~generating ~~and results of operations~~revenues.

•

~~Failure~~We are continuing to ~~protect~~expand our ~~intellectual~~SaaS ~~property~~solutions ~~could~~to ~~substantially~~incorporate ~~harm~~recent ~~our~~innovations ~~business~~in AI and these initiatives may not be successful, which may adversely affect our business, results of operations and financial condition, and may also result in reputational harm and liability.

•

WeIf ~~and~~we ~~our~~are ~~clients~~unable ~~rely~~to ondevelop, ~~technology~~introduce and ~~intellectual~~market ~~property~~new ~~of third parties,~~ and ~~any~~enhanced ~~errors~~versions orof ~~defects~~our insolutions, orwe ~~any~~may ~~unavailability~~be ~~of,~~put ~~such~~at ~~technology~~a ~~and~~competitive ~~intellectual~~disadvantage ~~property~~and ~~could limit the functionality of~~ our ~~solutions~~operating ~~and~~results ~~disrupt~~could ~~our~~be ~~business~~adversely affected.

•

WeIf ~~agree~~we are unable to ~~indemnify~~develop ~~clients~~or ~~and~~sell ~~other~~our ~~third~~solutions ~~parties~~into new markets or to further penetrate existing markets, ~~which~~our ~~exposes~~revenues uswill not grow as expected, and if our established solutions fail to ~~substantial~~satisfy ~~potential~~client ~~liability~~demands or maintain market acceptance, our operating results could be adversely affected.

•

IfWe wecompete ~~fail~~in tohighly ~~maintain~~competitive anmarkets, ~~effective~~and ~~system~~if ofwe ~~internal~~do ~~controls~~not compete effectively, our ~~ability~~business, toresults ~~produce~~of ~~timely~~operations, and ~~accurate~~ financial ~~statements~~condition orcould ~~comply~~be ~~with~~negatively ~~applicable~~impacted ~~regulations~~and ~~could~~cause beour ~~impaired~~market share to decline.

•

~~Our~~If ~~international~~the ~~sales~~market ~~and~~for ~~operations~~SaaS ~~subject~~solutions, usincluding tothose ~~additional~~with ~~risks~~AI ~~that~~and ~~can~~generative ~~adversely~~AI ~~affect~~capabilities, ~~our~~for ~~business~~accounting, ~~results~~consulting, ofinvestment ~~operations~~banking, legal, private capital and real assets industries develops slower than we expect or declines, it could have a material adverse effect on our business, financial condition and results of operations.

•

IfWe ~~the~~may ~~ownership~~continue ofto ~~our~~expand ~~common~~through ~~stock~~acquisitions ~~continues~~or topartnerships bewith ~~highly~~other ~~concentrated~~companies, itwhich may ~~prevent~~divert ~~other~~our ~~minority~~management’s ~~stockholders~~attention ~~from~~and ~~influencing~~result ~~significant~~in ~~corporate~~unexpected ~~decisions~~operating and ~~may~~technology ~~result~~integration indifficulties, ~~conflicts~~increased ofcosts, ~~interest~~and dilution to our stockholders.

•

~~The~~If ~~market~~we ~~price~~fail ~~and~~to ~~trading~~effectively ~~volume~~manage of our ~~common~~growth, ~~stock~~our ~~has~~business ~~been~~ and ~~may~~results ~~continue~~of tooperations ~~be volatile, which~~ could ~~result~~be ~~in rapid and substantial losses for our stockholders~~harmed.

~~Future offerings of debt or equity securities by us may materially adversely affect the market price of our common stock.~~ 12

~~The~~Table ~~market price~~ of ~~our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.~~Contents

•

WeOur ~~may~~solutions beaddress ~~adversely~~functions ~~affected~~within bythe ~~natural~~heavily ~~disasters,~~regulated ~~outbreaks~~accounting, ~~epidemics~~consulting, orinvestment ~~pandemics~~banking, ~~involving~~legal, ~~public~~private ~~health,~~capital ~~other~~and ~~catastrophic~~real ~~events~~assets industries, and ~~terrorism~~our ~~that~~clients’ ~~could~~failure ~~disrupt~~to ~~and~~comply ~~harm~~with ~~our~~applicable ~~business,~~laws ~~results~~and ofregulations ~~operations,~~could ~~and~~subject ~~financial~~us ~~condition~~to litigation.

•

12Our solutions or pricing models may not accurately reflect the optimal pricing necessary to attract new clients and retain existing clients as the market matures.

•

~~Table~~Our loan and security agreement provides our lender with a first-priority lien against substantially all of ~~Contents~~our assets and contains restrictive covenants which could limit our operational flexibility and otherwise adversely affect our financial condition.

•

~~Risks~~Our ~~Related~~ability to ~~Our~~sell ~~Business~~and renew our solutions is dependent in part on the quality of our implementation services and ~~Industry~~technical support services and the implementation services provided by our partners, and our failure to offer high-quality implementation services or technical support services or our partners’ failure to offering high-quality implementation services could damage our reputation and adversely affect our ability to sell our solutions to new clients and renew agreements with our existing clients.

•

~~Our~~Real ~~rapid~~or ~~growth~~perceived ~~makes~~errors itor ~~difficult~~failures toin ~~evaluate~~ our ~~future~~solutions ~~prospects~~may ~~and~~affect ~~may~~our ~~increase~~reputation, ~~the~~cause ~~risk~~us ~~that~~to welose ~~will~~clients ~~not~~and ~~continue~~reduce tosales ~~grow~~which atmay orharm ~~near~~our ~~historical~~business ~~rates~~and results of operations.

•

WeChanges ~~have~~in ~~been growing rapidly over the last several years~~laws, ~~and as a result~~regulations, ~~our~~or ~~ability~~guidance toissued ~~forecast~~by ~~our~~supervisory ~~future~~authorities ~~results~~relating ~~of operations is subject~~ to aprivacy ~~number~~or ofthe ~~uncertainties,~~protection ~~including~~or ~~our~~transfer ~~ability to effectively plan for and model future growth. Our recent and historical growth should not be considered indicative~~ of ~~our~~personal ~~future performance. In future periods~~data, ~~our revenues could grow more slowly than in recent periods~~ or ~~decline for a number of reasons, including~~ any ~~reduction~~actual ~~in demand for our Intapp Intelligent Cloud platform, increase in competition, limited ability to,~~ or ~~our~~perceived ~~decision not to, increase pricing, or our~~ failure toby ~~capitalize~~us ~~on growth opportunities or if any of the other risks described herein were~~ to ~~materialize.~~comply Wewith ~~have~~such ~~encountered in the past~~laws, ~~and will encounter in the future~~regulations, ~~risks~~or ~~and uncertainties frequently experienced by growing companies in new and rapidly changing markets. If our assumptions regarding these risks and uncertainties~~guidance, ~~which~~could weadversely ~~use~~affect ~~to plan and operate~~ our business, ~~are incorrect or change, or if we do not address these risks successfully, our operating~~ and ~~financial results~~ could ~~differ~~subject ~~materially~~us ~~from~~to ~~our expectations~~liability, ~~our~~fines ~~growth rates may slow~~ and ~~our~~reputational ~~business would suffer~~harm.

•

WeAssertions ~~have~~against aus, ~~history~~by ofthird ~~losses~~parties ~~and~~alleging ~~may~~infringement ~~not~~or ~~achieve~~other orviolation ~~maintain~~of ~~profitability~~their intellectual property rights, could result in ~~the~~significant ~~future~~costs and substantially harm our business and results of operations.

•

InFailure ~~fiscal years 2024, 2023 and 2022, we incurred net losses. We must generate and sustain higher revenue levels in future periods~~ to ~~become~~protect ~~profitable,~~our ~~and~~intellectual ~~even~~property ifcould wesubstantially ~~do,~~harm ~~we may not be able to maintain or increase~~ our ~~profitability.~~business ~~We expect to continue to incur losses for the foreseeable future as we intend to continue to invest in product development, sales~~ and ~~marketing~~results ~~programs~~of ~~and acquisitions to support further growth~~operations.

•

~~These~~We ~~expenditures~~and ~~may~~our ~~not~~clients ~~result~~rely inon ~~additional~~technology ~~revenues~~and orintellectual ~~growth~~property of ~~our~~third ~~business.~~parties, ~~We have also experienced increased costs associated with the growth~~ and ~~expansion~~any oferrors ~~our~~or ~~client~~defects ~~base and investments~~ in, ~~research~~or ~~and~~any ~~development.~~unavailability ~~Accordingly~~of, wesuch ~~may~~technology ~~not be able to generate sufficient revenues to offset our expected cost increases~~ and ~~achieve~~intellectual ~~and~~property ~~sustain~~could ~~profitability.~~limit ~~If we fail to achieve and sustain profitability,~~ the ~~market~~functionality ~~price~~ of our ~~common~~solutions ~~stock~~and ~~could~~disrupt ~~decline.~~our business.

•

~~All~~We ofagree ~~our revenues are generated by sales~~ to indemnify clients ~~in our targeted verticals,~~ and ~~factors,~~other ~~including~~third ~~the downturns in U.S. and global markets and economic conditions~~parties, ~~that~~which ~~adversely~~exposes ~~affect~~us ~~the~~to ~~applicable~~substantial ~~industry~~potential ~~could also adversely affect our business~~liability.

•

AIf ~~majority~~we offail ~~our sales are~~ to ~~clients~~maintain inan ~~the~~effective professional and financial services industry. Demand for our solutions could be affected by factors that are unique to and adversely affect our targeted verticals. In particular, our clients in the professional and financial services industry are highly regulated, subject to intense competition and impacted by changes in general economic and market conditions. For example, changes in applicable laws and regulations could significantly impact the software functionality demanded by our clients and require us to expend significant resources to ensure our solutions continue to meet their evolving needs. Changes in general economic and market conditions, including economic uncertainty, inflation, liquidity concerns and fluctuating interest rates, have resulted in and could continue to result in stress and volatility in the financial services industry. In certain sectors of the financial services industry, certain financial institutions have faced liquidity and solvency concerns, consolidation, a severe decline in market value, distress, failure and receivership. For example, in March 2023, Silicon Valley Bank (SVB) was closed by regulators. While the closure did not have a material direct impact on our business, continued instability in the global banking system ~~may result in additional bank failures, as well as volatility~~ of ~~global~~internal ~~financial markets~~controls, ~~either of which may adversely impact~~ our ~~clients~~ability into ~~the~~produce ~~financial~~timely ~~services industry~~ and ~~our~~accurate ~~business and~~ financial ~~condition.~~statements ~~It is possible that these conditions may persist, deteriorate~~ or ~~reoccur,~~comply ~~which may cause our clients to reduce their spending on our technology or to seek to terminate or renegotiate their contracts~~ with ~~us.~~applicable Inregulations ~~addition, industry consolidation or the introduction of competing technology, in any of our targeted verticals~~ could ~~lead~~be ~~to a significant reduction in the number of clients that use our solutions or the services demanded by these clients~~impaired.

•

13Our international sales and operations subject us to additional risks that can adversely affect our business, results of operations and financial condition.

•

~~Table~~If the ownership of ~~Contents~~our common stock continues to be highly concentrated, it may prevent other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

•

~~Significant~~The ~~economic and~~ market ~~downturns~~price ~~make it difficult for our clients~~ and ustrading tovolume forecast and plan future business activities accurately. Adverse changes in domestic and global economic and political conditions, including those associated with outbreaks, epidemics, or pandemics involving public health, uncertainty as a result of ~~geopolitical~~our ~~events~~common ~~such~~stock ashas ~~the~~been ~~conflicts in~~ and ~~around~~may ~~Ukraine,~~continue ~~the~~to ~~Middle~~be ~~East and other parts of the world~~volatile, ~~inflation,~~which ~~elevated interest rates and the adverse economic downturn, stress and volatility in the financial services industry and impacts from climate change,~~ could result in ~~significant~~rapid ~~decreases~~and insubstantial ~~demand~~losses ~~or lengthened sales cycles~~ for our solutions, including the delay or cancellation of current or anticipated projects, and reduction in IT spending by our clients and potential clients, or could present difficulties in collecting accounts receivables from our clients if their financial condition deterioratesstockholders. The effects of climate change may further disrupt our clients’ businesses, by, among other things, increasing their costs and credit risk from their clients. Additionally, our market verticals are also interdependent. Our clients in the professional services industry rely significantly on revenues they receive from their own clients in the financial services industry, thus a decline in one vertical can lead to a decline in the other vertical. As a result, our ability to generate revenues from our clients could be adversely affected by specific factors that affect the professional and financial services industry.

•

IfFuture ~~our~~offerings ~~solutions~~of ordebt ~~third-party cloud providers~~ or ~~sub-processors~~equity ~~experience~~securities ~~data~~by ~~security~~us ~~breaches, and there is loss, theft, misuse, unauthorized disclosure or unauthorized access to our clients’ data, we~~ may ~~lose~~materially ~~current~~adversely oraffect ~~future~~the ~~clients,~~market ~~our~~price ~~reputation and business may be harmed, and we may be subject to governmental inquiries or investigations and a risk~~ of ~~loss~~our orcommon ~~liability~~stock.

•

~~Our~~The ~~business~~market ~~involves~~price ~~the processing, storing and transmission~~ of ~~increasingly large amounts of confidential and sensitive information that~~ our ~~clients~~common ~~and~~stock ~~potential clients in the professional and financial services industry maintain and access. We and our third-party cloud providers and sub-processors face a variety of evolving threats that~~ could cause data security breaches, including cyberattacks. Also, companies that provide software solutions to clients in the legal industry, like us, may face heightened cyber security risks. While we have developed and implemented measures designed to protect client information and prevent security breaches and our cloud services comply with numerous internationally recognized standards, such as ISO 27001, ISO 27017, ISO 27108, SOC 2 and CSA STAR, if our security measures are breached or unauthorized access to client data is otherwise obtained, our solutions may be ~~perceived~~negatively asaffected ~~not~~by ~~being~~sales ~~secure; clients, especially those in the professional and financial services industry, may reduce the use~~ of orsubstantial ~~stop~~amounts ~~using our solutions, and we may incur significant liabilities. Our solutions involve the storage and transmission~~ of data, in some cases to third-party cloud providers, which may include personal data, and security breaches, including at third-party cloud providers, could result in the loss, theft, misuse, unauthorized disclosure of and unauthorized access to this information, which in turn could result in governmental inquiries or investigations, litigation, breach of contract claims, indemnity obligations, reputational damage and other liability for our ~~company.~~common ~~Despite~~stock ~~the measures that we have or may take, our infrastructure will be potentially vulnerable to physical or electronic break-ins, ransomware attacks, computer viruses or similar problems, and~~ in the ~~case~~public ~~of third-party cloud providers, may be outside of our control~~markets. As AI technologies, including generative AI models, develop rapidly bad actors may use these technologies to create new sophisticated attack methods that are increasingly automated, targeted and coordinated and more difficult to defend against. If a person circumvents our security measures, that person could misappropriate proprietary information or disrupt or damage our operations. As our business grows, the number of individuals using our products, as well as the amount of information we collect and store, is increasing, and our brands are becoming more widely recognized, which makes us a greater target for malicious activity. Risk of cyberattacks including ransomware, continues to grow as cybersecurity threats become more sophisticated and complex and geopolitical tensions or conflicts, may create a heightened risk of cyberattacks. Like most companies that provide cloud-based software solutions, we are, in the normal course of business, the target of malicious cyberattack attempts. Although, to date, such identified attempts have not resulted in security events that are material or significant to us, including to our reputation or business operations, or had a material financial impact, there can be no assurance that future cyberattacks will not be material or significant. Security breaches that result in access to confidential information could damage our reputation and subject us to a risk of loss or liability. We may be required to make significant expenditures to remediate security breaches or significant additional expenditures to protect against security breaches. Additionally, if we are unable to adequately address our clients’ concerns about security, we may have difficulty selling our solutions.

•

14We cannot guarantee that our stock repurchase program will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of the trading price of our common stock.

•

~~Table~~We may be adversely affected by natural disasters, pandemics or other public health emergencies, other catastrophic events and terrorism that could disrupt and harm our business, results of ~~Contents~~operations, and financial condition.

We rely on third-party technology and systems for a variety of services, including, without limitation, third-party cloud providers or sub-processors to host our websites and web-based services, encryption and authentication technology, employee email, content delivery to clients, back-office support and other functions, and the ability to prevent breaches of any of these systems may be beyond our control. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Although we have developed systems and processes that are designed to protect client information and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security. In addition, we may have to introduce such protective systems and processes to acquired companies, who may not correctly implement them at first or at all. Any or all of these issues could negatively impact our ability to attract new clients or to increase engagement by existing clients, could cause existing clients to elect not to renew their subscription arrangements or term licenses, or could subject us to third-party lawsuits, regulatory fines or other action or liability, thereby adversely affecting our results of operations. The laws, regulations and industry standards related to cybersecurity are evolving globally. We may be subject to increased compliance requirements by regulators and clients with respect to our products and services, as well as additional costs to oversee and monitor security risks. Many jurisdictions have enacted laws mandating the notification of individuals, stockholders, regulatory authorities and others of security breaches. For example, the SEC recently adopted cybersecurity risk management and disclosure rules, which require the disclosure of material cybersecurity incidents, risk management, strategy and governance. While we maintain cyber liability insurance policies covering certain damages relating to security breaches, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Our risks are likely to increase as we continue to expand our platform, grow our client base, and process, store, and transmit increasingly large amounts of confidential and sensitive data, and as cyber security threats continue to grow increasingly sophisticated and complex. 13

~~Our~~Table ~~business depends on clients renewing and expanding their subscriptions for our solutions. A decline in our client renewals and expansions could harm our future results~~ of ~~operations.~~ Contents

~~Our~~Risks ~~software~~Related ~~solutions are provided on a subscription basis, with subscription terms typically varying from one~~ to three years. Although most of our client subscriptions automatically renew at the end of their terms, our clients do have the opportunity to cancel their subscriptions prior to such renewals. Clients may elect not to renew their subscriptions on conclusion of the terms on relatively short notice. The loss of business from clients, including from cancellations, could seriously harm our business, results of operations and financial condition. Historical data with respect to rates of client renewals, upgrades and expansions of our solutions, may not accurately predict future trends in client renewals, upgrades and expansions of our solutions. Our ~~clients’~~Business ~~renewal, upgrade~~ and ~~expansion~~Industry rates may fluctuate or decline because of several factors, including their satisfaction or dissatisfaction with our solutions and implementation services, the prices of our solutions, the prices of the solutions and the quality of the implementation services offered by our competitors or reductions in our clients’ spending levels due to the macroeconomic environment or other factors. If our clients do not renew their subscriptions for our solutions or renew on less favorable terms, or otherwise do not upgrade or expand their use of our solutions, our revenues may decline or grow more slowly than expected and our profitability will be harmed.

~~Because~~If weour ~~recognize~~solutions ~~revenues~~or ~~from~~third-party ~~our~~cloud ~~SaaS~~providers ~~solutions~~or ~~over~~sub-processors ~~the~~experience ~~term~~data ofsecurity ~~the~~breaches, ~~agreements~~and ~~for~~there ~~our~~is ~~subscriptions~~loss, atheft, ~~significant~~misuse, ~~downturn~~unauthorized indisclosure or unauthorized access to our ~~business~~clients’ data, we may ~~not~~lose becurrent ~~reflected~~or ~~immediately~~future inclients, our ~~operating~~reputation ~~results~~and business may be harmed, ~~which~~and ~~increases~~we ~~the~~may ~~difficulty~~be ofsubject ~~evaluating~~to ~~our~~governmental ~~future~~inquiries ~~financial~~or ~~performance~~investigations and a risk of loss or liability.

WeOur ~~generally~~business ~~recognize~~involves ~~revenues from our SaaS solutions ratably over~~ the ~~duration of the contract~~processing, ~~which~~storing ~~typically~~and ~~range~~transmission ~~from~~of ~~one~~increasingly tolarge ~~three~~amounts ~~years. As a result, a substantial majority~~ of ~~our~~confidential ~~quarterly~~and ~~revenues~~sensitive ~~from~~information ~~our SaaS solutions are generated from contracts entered into during prior periods. Consequently, a decline in new contracts in any quarter may not affect our results of operations in~~ that ~~quarter, but could reduce~~ our ~~revenues~~clients ~~from~~and ~~our~~potential ~~SaaS~~clients ~~solutions~~ in ~~future~~the ~~quarters.~~accounting, ~~Additionally~~consulting, ~~the~~investment ~~timing~~banking, oflegal, ~~renewals~~private orcapital ~~non-renewals~~and ofreal aassets ~~contract~~industries ~~during~~maintain ~~any~~and ~~quarter~~access. ~~may~~We ~~only~~and ~~affect~~ our ~~financial~~third-party ~~performance~~cloud inproviders ~~future~~and ~~quarters. For example, the non~~sub-~~renewal~~processors offace a ~~contract~~variety ~~late~~of inevolving athreats ~~quarter will have minimal impact on revenues from our SaaS solutions for~~ that ~~quarter~~could ~~but~~cause ~~will~~data ~~reduce~~security ~~such~~breaches, ~~revenues~~including ~~in future quarters~~cyberattacks. ~~Accordingly~~Also, ~~the~~companies ~~effect~~that ofprovide ~~significant~~software ~~declines in sales of our~~ solutions ~~may~~to ~~not~~clients ~~be reflected~~ in ~~our~~the ~~short-term~~legal ~~results~~and ofinvestment ~~operations~~banking industries, ~~which~~like ~~would make these reported results less indicative of our future financial results. By contrast~~us, ~~a non-renewal occurring early in a quarter~~ may ~~have~~face aheightened ~~significant~~cybersecurity ~~negative~~risks. ~~impact on revenues from our SaaS solutions for that quarter and we may not be able to offset a decline in such revenues with revenues from new contracts~~

15While we have developed and implemented measures designed to protect client information and prevent security breaches and our cloud services comply with numerous internationally recognized standards, such as ISO 27001, ISO 27017, ISO 27108, SOC 2 and CSA STAR, if our security measures are breached or unauthorized access to client data is otherwise obtained, our solutions may be perceived as not being secure; clients, especially those in the accounting, consulting, investment banking, legal, private capital and real assets industries, may reduce the use of or stop using our solutions, and we may incur significant liabilities.

~~Table~~Our solutions involve the storage and transmission of ~~Contents~~data, in some cases to third-party cloud providers, which may include personal data, and security breaches, including at third-party cloud providers, could result in the loss, theft, misuse, unauthorized disclosure of and unauthorized access to this information, which in turn could result in governmental inquiries or investigations, litigation, breach of contract claims, indemnity obligations, reputational damage and other liability for our company. Despite the measures that we have or may take, our infrastructure will be potentially vulnerable to physical or electronic break-ins, ransomware attacks, computer viruses or similar problems, and in the case of third-party cloud providers, may be outside of our control. As AI technologies, including generative AI models, continue to develop rapidly bad actors may use these technologies to create new sophisticated attack methods that are increasingly automated, targeted and coordinated and more difficult to defend against. If a person circumvents our security measures, that person could misappropriate proprietary information or disrupt or damage our operations.

~~entered~~As ~~into~~our inbusiness grows, the ~~same~~number ~~quarter.~~of Inindividuals ~~addition~~using our products, as well as the amount of information we ~~may~~collect beand ~~unable~~store, tois ~~adjust~~increasing, and our ~~costs~~brands inare ~~response~~becoming more widely recognized, which makes us a greater target for malicious activity. Risk of cyberattacks including ransomware, continues to ~~reduced~~grow ~~revenues~~as ~~from~~cybersecurity ~~our~~threats ~~SaaS~~become more sophisticated and complex and geopolitical tensions or conflicts, may create a heightened risk of cyberattacks. Like most companies that provide cloud-based software solutions, we are, in the normal course of business, the target of malicious cyberattack attempts. ~~These~~Although, ~~factors~~to ~~may~~date, ~~cause~~such ~~significant~~identified ~~fluctuations~~attempts have not resulted in security events that are material to us, including to our ~~results~~reputation ofor business operations, ~~and~~or ~~cash~~had ~~flows~~a material financial impact, ~~may~~there ~~make~~can itbe ~~challenging~~no ~~for~~assurance anthat ~~investor~~future cyberattacks will not be material. Security breaches that result in access to ~~predict~~confidential information could damage our ~~performance~~reputation and ~~may~~subject ~~prevent~~ us ~~from~~to ~~meeting~~a risk of loss or ~~exceeding~~liability. ~~the~~We ~~expectations~~may ofbe ~~research~~required ~~analysts~~to make significant expenditures to remediate security breaches or ~~investors~~significant additional expenditures to protect against security breaches. Additionally, ~~which~~if inwe ~~turn~~are ~~may~~unable ~~cause~~to adequately address our ~~stock~~clients’ ~~price~~concerns toabout ~~decline~~security, we may have difficulty selling our solutions.

~~Our~~We ~~sales~~rely ~~cycles~~on ~~are~~third-party ~~lengthy~~technology and ~~variable~~systems for a variety of services, ~~depend~~including, ~~upon~~without ~~factors~~limitation, ~~outside~~third-party cloud providers or sub-processors to host our ~~control~~websites and web-based services, encryption and ~~could~~authentication ~~cause~~technology, usemployee email, content delivery to ~~expend~~clients, ~~significant~~back-office ~~time~~support and ~~resources~~other ~~prior~~functions, and the ability to ~~generating~~prevent ~~revenues~~breaches of any of these systems may be beyond our control. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

The typical sales cycle for our solutions is lengthy and unpredictable and often requires pre-purchase evaluation by a significant number of employees in our clients’ organizations. Our sales efforts involve educating our clients about the use and benefits of our solutions, including the technical capabilities of our solutions and the potential cost savings achievable by organizations using our solutions. Potential clients typically undertake a rigorous pre-purchase decision-making and evaluation process, and sales to new clients involve extensive client due diligence and reference checks. We invest a substantial amount of time and resources in our sales efforts without any assurance that our efforts will produce sales. Even if we succeed at completing a sale, we may be unable to predict the size of an initial subscription arrangement until very late in the sales cycle. 14

~~Furthermore,~~Table ~~our sales cycles could be disrupted by factors outside~~ of our control, including macroeconomic factors, volatility in the financial services industry and outbreaks, epidemics, or pandemics involving public health. Remote working and widespread restrictions on travel and in-person meetings could affect and interrupt sales activity and may negatively impact our business, results of operations, or financial position. See “Risk Factors—General Risk Factors — We may be adversely affected by natural disasters, outbreaks, epidemics, or pandemics involving public health other catastrophic events and terrorism that could disrupt and harm our business, results of operations, and financial condition.”Contents

WeAlthough ~~are~~we ~~expanding~~have ~~our~~developed ~~SaaS~~systems ~~solutions~~and processes that are designed to ~~incorporate~~protect ~~recent~~client ~~innovations~~information inand AIprevent data loss and ~~these~~other ~~initiatives~~security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security. In addition, we may ~~not~~have beto ~~successful~~introduce such protective systems and processes to acquired companies, ~~which~~who may ~~adversely~~not ~~affect~~correctly implement them at first or at all. Any or all of these issues could negatively impact our ~~business~~ability to attract new clients or to increase engagement by existing clients, ~~results~~could ofcause ~~operations~~existing ~~and~~clients ~~financial~~to ~~condition~~elect not to renew their subscription arrangements or term licenses, ~~and~~or ~~may~~could ~~also~~subject ~~result~~us into ~~reputational~~third-party ~~harm~~lawsuits, ~~and~~regulatory fines or other action or liability, thereby adversely affecting our results of operations.

WeThe ~~have~~laws, anregulations AIand ~~strategy~~industry tostandards ~~further~~related ~~expand~~to ~~and~~cybersecurity ~~embed~~are ~~industry-specific~~evolving AIglobally. ~~throughout~~We ~~the~~may ~~Intapp~~be ~~Intelligent~~subject ~~Cloud~~to ~~platform~~increased ~~and~~compliance ~~our~~requirements ~~solutions~~by toregulators ~~help~~and ~~our~~ clients ~~more~~with ~~effectively~~respect ~~use~~to ~~their~~our ~~data~~products toand ~~manage risk~~services, ~~enhance~~as ~~efficiency~~well ~~and~~as ~~improve~~additional ~~operations.~~costs ~~While~~to weoversee ~~have~~and ~~made,~~monitor ~~and~~security ~~expect~~risks. toMany ~~continue~~jurisdictions tohave ~~make,~~enacted ~~investments~~laws inmandating the ~~continued~~notification ~~development~~ of ~~AI capabilities~~individuals, ~~adoption of fast changing AI technology presents risks~~stockholders, ~~challenges~~regulatory authorities and ~~potential~~others ~~unintended~~of ~~consequences~~security breaches. ~~Also,~~While ~~the~~we ~~markets~~maintain ~~for~~cyber ~~our~~liability ~~solutions~~insurance ~~and~~policies ~~services~~covering ~~are~~certain ~~rapidly~~damages ~~evolving~~relating ~~and~~to ~~are~~security ~~highly competitive~~breaches, ~~and~~we ~~many~~cannot ofbe ~~our~~certain ~~competitors~~that ~~are~~our ~~also~~coverage ~~seeking~~will tobe ~~incorporate~~adequate AIfor ~~into~~liabilities ~~their~~actually ~~products.~~incurred ~~Competing~~or ~~firms~~that ~~may~~insurance bewill ~~able~~continue to ~~develop~~be ~~and~~available ~~embed~~to AIus inon ~~their~~economically ~~products~~reasonable ~~more~~terms, ~~quickly~~or ~~than~~at ~~we can~~all. IfOur ~~our~~risks ~~competitors~~ are ~~better~~likely ~~able~~ to ~~incorporate~~increase AIas ~~in their products and~~ we ~~are~~continue ~~unable~~ to ~~compete~~expand ~~effectively with them,~~ our ~~business~~platform, ~~results~~grow ofour ~~operations~~client base, and ~~financial~~process, ~~condition could be adversely affected. Also~~store, ~~while~~and wetransmit ~~believe~~increasingly ~~that~~large ~~the~~amounts ~~market~~of ~~for~~confidential ~~AI in SaaS solutions for the professional~~ and ~~financial~~sensitive ~~services industries is growing~~data, ifand ~~the~~as ~~market~~cybersecurity ~~for~~threats AIcontinue into ~~these~~grow ~~solutions~~increasingly ~~develops~~sophisticated ~~more slowly than we expect or declines, our business, results of operations~~ and ~~financial condition could be adversely affected~~complex.

Our AI capabilities include, among other things, automation, machine learning, deep learning and generative AI. Many of our products are powered by AI and machine learning, some of which include the use of large language models and generative AI. Known risks of generative AI currently include accuracy, bias, toxicity, privacy, and security and data provenance. Developing, testing and deploying AI systems may also increase the cost of our offerings. The AI capabilities of our platform and solutions could potentially have actual or perceived impacts on privacy, employment and civil rights. Our failure to adequately address legal risks relating to AI in our platform and solutions could result in litigation regarding, among other things, intellectual property, privacy, employment, civil rights and other claims that could result in liability for our company. Countries are applying their data protection laws to AI, particularly generative AI, and are considering legal frameworks on AI. The introduction of AI technologies, including generative AI, into new or existing products could result in a failure or perceived failure by the Company to comply with such legal requirements and may also result in new or increased governmental or regulatory scrutiny, which could result in regulatory action and liability. Additionally, actions taken by our clients and employees, including through the use or misuse of our products or new technologies for illegal activities or improper information sharing, may result in reputational harm or possible liability. The use of our AI capabilities could raise ethical or social 15

16Table of Contents

~~Table~~Most of ~~Contents~~our revenues are generated by sales to clients in the accounting, consulting, investment banking, legal, private capital and real assets industries, and factors, including downturns in U.S. and global markets and economic conditions, that adversely affect these industries could also adversely affect our business.

~~concerns~~A majority of our sales are to clients in the accounting, consulting, investment banking, legal, private capital and real assets industries. Demand for our ~~failure~~solutions could be affected by factors that are unique to ~~adequately~~and ~~address~~adversely ~~these~~affect our targeted industries. In particular, our clients in the accounting, consulting, investment banking, legal, private capital and real assets industries are highly regulated, subject to intense competition and impacted by changes in general economic and market conditions. For example, changes in applicable laws and regulations could significantly impact the software functionality demanded by our clients and require us to expend significant resources to ensure our solutions continue to meet their evolving needs. Changes in general economic and market conditions, including economic uncertainty, inflation, liquidity concerns orand fluctuating interest rates, have resulted in and could continue to result in stress and volatility in the financial services industry. In certain sectors of the financial services industry, certain financial institutions have faced liquidity and solvency concerns, consolidation, a severe decline in market value, distress, failure and receivership. Instability in the global banking system may result in additional bank failures, as well as volatility of global financial markets— either of which may adversely impact our ~~competitors~~clients in the financial services industry and our business and financial condition. It is possible that these conditions may persist, ~~clients~~deteriorate, or ~~other~~reoccur, ~~end~~which ~~users~~may cause our clients to doreduce sotheir spending on our technology or to seek to terminate or renegotiate their contracts with us. In addition, industry consolidation or the introduction of competing technology, in any of our targeted industries could ~~negatively~~lead ~~impact~~to a significant reduction in the number of clients that use our ~~brand~~solutions ~~and~~or ~~reputation.~~the services demanded by these clients.

IfSignificant weeconomic ~~are~~and ~~unable~~market downturns make it difficult for our clients and us to ~~develop~~forecast and plan future business activities accurately. Adverse changes in domestic and global economic and political conditions— including those associated with pandemics or other public health emergencies, ~~introduce~~uncertainty as a result of geopolitical events such as the conflicts in and ~~market~~around ~~new~~Ukraine, the Middle East and ~~enhanced~~other ~~versions~~parts of the world, inflation, fluctuations in interest rates, economic downturn, stress and volatility in the financial services industry, trade disputes, economic sanctions, export controls, impacts from increased or threatened tariffs or trade barriers and impacts from climate change— could result in significant decreases in demand or lengthened sales cycles for our solutions, weincluding the delay or cancellation of current or anticipated projects, and reduction in IT spending by our clients and potential clients, or could present difficulties in collecting accounts receivables from our clients if their financial condition deteriorates. The effects of climate change may befurther ~~put~~disrupt atour aclients’ ~~competitive~~businesses, ~~disadvantage~~by, among other things, increasing their costs and credit risk from their clients. Initiatives to reduce federal government spending may directly or indirectly have a negative impact on the business of our ~~operating~~clients. ~~results~~Additionally, our market industries are also interdependent. Our clients in the professional services industry rely significantly on revenues that they receive from their own clients in the financial services industry; thus a decline in one industry can lead to a decline in the other industry. As a result, our ability to generate revenues from our clients could be adversely affected. by specific factors that affect the accounting, consulting, investment banking, legal, private capital and real assets industries.

Our ~~ability~~rapid togrowth ~~attract~~makes ~~new~~it ~~clients~~difficult ~~and increase revenues from our existing clients depends, in part, on our continued ability~~ to ~~enhance~~evaluate ~~the functionality of the existing solutions on the Intapp Intelligent Cloud platform by developing, introducing, and marketing new and enhanced versions of~~ our ~~solutions~~future ~~that~~prospects ~~address the evolving needs of our clients~~ and ~~changing~~may ~~industry~~increase ~~standards. Because some of our solutions are complex and require rigorous testing, development cycles can be lengthy and can require months or even years of development, depending upon~~ the ~~solution~~risk ~~and~~that ~~other factors. As~~ we ~~expand~~will ~~internationally,~~not ~~our~~continue ~~products and services must be modified and adapted~~ to ~~comply~~grow ~~with~~at ~~regulations~~or ~~and~~near ~~other~~historical ~~requirements of the countries in which our clients do business~~rates.

~~Additionally~~We have been growing rapidly over the last several years, ~~market~~and ~~conditions~~as a result, ~~including~~our ~~heightened~~ability ~~pressure~~to onforecast ~~clients~~our ~~from~~future ~~end-users~~results ~~relating~~of operations is subject to ~~mobile~~a ~~computing~~number ~~devices~~of uncertainties, including our ability to effectively plan for and ~~speed~~model future growth. Our recent and historical growth should not be considered indicative of ~~delivery~~our future performance. In future periods, ~~may~~our ~~dictate~~revenues ~~that~~and werelated ~~change~~financial ~~the~~metrics ~~technology~~could ~~platform~~grow ~~underlying~~more ~~our~~slowly ~~existing~~than ~~solutions~~in recent periods or ~~that~~decline ~~new~~for ~~solutions~~a benumber ~~developed~~of onreasons, ~~different~~including ~~technology~~any ~~platforms~~reduction in demand for Intapp Intelligent Cloud, ~~potentially~~increase ~~adding~~in ~~significant~~competition, ~~time~~limited ~~and~~ability ~~expense~~to, or our decision not to, increase pricing, or our ~~development~~failure ~~cycles.~~to ~~The~~capitalize ~~nature~~on growth opportunities or if any of ~~these~~the ~~development~~other ~~cycles~~risks ~~may~~described ~~cause~~herein uswere to ~~experience~~materialize. ~~delays~~We ~~between~~have encountered in the ~~time~~past, weand ~~incur~~will ~~expenses~~encounter ~~associated~~in ~~with~~the ~~research~~future, risks and ~~development~~uncertainties frequently experienced by growing companies in new and ~~the~~rapidly ~~time~~changing markets. If our assumptions regarding these risks and uncertainties, which we ~~generate~~use ~~revenues~~to plan and operate our business, are incorrect or change, or if ~~any~~we do not address these risks successfully, our operating and financial results could differ materially from ~~such~~our ~~expenses~~expectations, our growth rates may slow and our business would suffer.

If we fail to develop new solutions or enhancements to our existing solutions, our business could be adversely affected, especially if our competitors are able to introduce solutions with enhanced functionality. It is critical to our success for us to anticipate changes in technology, industry standards, regulations and client requirements and to successfully introduce new, enhanced, and competitive solutions to meet our clients’ and prospective clients’ needs on a timely basis. We have invested and intend to continue to make significant investments in research and development to meet these challenges. However, we may not recognize significant revenues from these investments for several months or years, if at all. Our estimates of research and development expenses may be too low, revenues may not be sufficient to support the future product development that is required for us to remain competitive and development cycles may be longer than anticipated. Further, there is no assurance that research and development expenditures will lead to successful solutions or enhancements to our existing solutions, or that our clients will value or be willing to bear the cost of our new solutions. If we incur significant expenses developing solutions that are not competitive in technology and price or that fail to meet client demands, our market share will decline and our business and results of operations would be harmed. 16

IfTable weof ~~are unable to develop or sell our solutions into new markets or to further penetrate existing markets, our revenues will not grow as expected and our operating results could be adversely affected.~~ Contents

~~Our~~We ~~ability~~have toa ~~increase~~history revenues will depend, in large part, on our ability to further penetrate our existing markets and to attract new clients, as well as our ability to generate subscription renewals from existing clients and to increase sales from existing clients who do not utilize the full Intapp Intelligent Cloud platform. The success of ~~any~~losses ~~enhancement or new solution or service depends on several factors, including the timely completion, introduction~~ and market acceptance of enhanced or new solutions, adaptation to new industry standards that our solutions address and technological changes, the ability to maintain and to develop relationships with third parties and the ability to attract, retain and effectively train sales, services, support and marketing personnel. Any new solutions we develop or acquire may not ~~be introduced in a timely or cost-effective manner and may not~~ achieve ~~the market acceptance necessary to generate significant revenues. Any new industry standards~~ or ~~practices~~maintain ~~that~~profitability ~~emerge, or any introduction by competitors of new solutions embodying new services or technologies, may cause our solutions to become obsolete. Any new markets~~ in which we attempt to sell our solutions, including new countries or regions, may not be receptive or sales cycles may be delayed due to outbreaks, epidemics, or pandemics involving public health, political instabilities and the ~~global economic downturn~~future. Additionally, any expansion into new markets will require commensurate ongoing expansion of our monitoring of local laws and regulations, which increases our costs. Our ability to further penetrate our existing markets depends on the quality of our solutions and our ability to design our solutions to meet changing consumer demands and industry standards, as well as our ability to assure that our clients will be satisfied with our existing and new solutions. If we are unable to sell our solutions into new markets or to further penetrate existing markets, or to increase sales from existing clients by selling them additional software and services, our revenues will not grow as expected, which would have a material adverse effect on our business, financial condition, and results of operations.

17In fiscal years 2025, 2024 and 2023, we incurred net losses. We must generate and sustain higher revenue levels in future periods to become profitable, and even if we do, we may not be able to maintain or increase our profitability. We expect to continue to incur losses for the foreseeable future as we intend to continue to invest in product development, sales and marketing programs and acquisitions to support further growth. We expect to also incur increased general and administrative expenses associated with our growth, including costs related to internal systems and operating as a public company.

~~Table~~These expenditures may not result in additional revenues or growth of ~~Contents~~our business. We have also experienced increased costs associated with the growth and expansion of our client base and investments in research and development. Accordingly, we may not be able to generate sufficient revenues to offset our expected cost increases and achieve and sustain profitability. If we fail to achieve and sustain profitability, the market price of our common stock could decline.

WeOur ~~compete~~business independs ~~highly~~on ~~competitive~~clients ~~markets,~~renewing and ifexpanding wetheir dosubscriptions ~~not~~for ~~compete~~our ~~effectively,~~solutions. ~~our~~A ~~business,~~decline ~~results~~in ofour ~~operations,~~client renewals and ~~financial~~expansions ~~condition~~ could beharm ~~negatively impacted and cause~~ our ~~market~~future ~~share~~results toof ~~decline~~operations.

~~The~~Our ~~markets~~software ~~for~~solutions ~~our~~are ~~solutions~~provided ~~and~~on ~~services~~a ~~are~~subscription ~~rapidly~~basis, ~~evolving~~with ~~and~~subscription ~~highly~~terms ~~competitive~~typically varying from one to three years. AsAlthough ~~these~~most ~~markets~~of ~~continue~~our toclient ~~mature~~subscriptions ~~and~~automatically ~~new~~renew ~~technologies~~at ~~and~~the ~~competitors~~end ~~enter~~of ~~such~~their ~~markets~~terms, weour ~~expect~~clients ~~competition~~do have the opportunity to ~~intensify.~~cancel ~~Our~~their ~~current~~subscriptions ~~competitors~~prior ~~include~~to ~~large~~such ~~solution~~renewals. ~~providers~~Clients ~~that~~may ~~focus~~elect to renew their subscriptions on ~~one~~a shorter subscription length or ~~more~~may ~~point~~elect ~~solutions,~~not ~~legacy~~to ~~systems,~~renew ~~and~~their ~~manual~~subscriptions ~~processes~~on ~~developed~~conclusion byof orthe ~~for~~terms ~~our~~on relatively short notice. The loss of business from clients, ~~new~~including orfrom ~~emerging~~cancellations, ~~entrants~~could ~~seeking~~seriously toharm ~~develop~~our ~~competing technologies~~business, ~~including~~results ~~those~~of operations and financial condition. Historical data with AIrespect ~~and~~to ~~generative~~rates AIof ~~capabilities~~client renewals, upgrades and ~~well-established~~expansions ~~horizontal~~of ~~solution~~our ~~providers~~solutions, ~~that~~may ~~provide~~not ~~broad~~accurately ~~solutions~~predict ~~across~~future ~~multiple~~trends ~~verticals~~in client renewals, upgrades and expansions of our solutions. ~~Specifically~~Our clients’ renewal, weupgrade ~~compete~~and ~~from~~expansion ~~time~~rates tomay ~~time~~fluctuate or decline because of several factors, including their satisfaction or dissatisfaction with ~~large~~our ~~software~~solutions ~~companies~~and ~~such~~implementation asservices, ~~SAP~~the prices of the solutions and ~~Salesforce.~~the ~~The~~quality of the implementation services offered by our competitors weor ~~face~~reductions in ~~any~~our ~~sale~~clients’ ~~may~~spending ~~change~~levels ~~depending~~due ~~on,~~to ~~among~~the macroeconomic environment or other ~~things,~~factors. ~~the~~If ~~line~~our ofclients ~~business,~~do ~~functional~~not orrenew ~~regional~~their ~~group~~subscriptions for our solutions or ~~department~~renew ~~purchasing~~on ~~the~~less ~~solution~~favorable terms, ~~the~~or ~~solution~~otherwise ~~being~~do ~~sold,~~not ~~the~~upgrade ~~geography~~or inexpand ~~which~~their weuse ~~are~~of ~~operating~~our ~~and~~solutions, ~~the~~our ~~size~~revenues ofmay ~~the~~decline ~~client~~or togrow ~~which~~more weslowly ~~are~~than ~~selling~~expected and our profitability will be harmed.

WeBecause ~~compete~~we ~~based~~recognize onrevenues ~~various~~from ~~factors,~~our ~~including~~SaaS ~~unique~~solutions ~~product~~over ~~features or functions, configurability, price and~~ the ~~time~~term ~~and cost required for software implementation. Outside~~ of the ~~United~~agreements ~~States,~~for ~~we are more likely to compete against vendors that may further differentiate themselves based on local advantages in language or market knowledge. Some of~~ our ~~current and potential competitors may have longer operating histories and greater financial~~subscriptions, technical, sales, marketing, and other resources than we do, as well as larger installed client bases. Our current and potential competitors may also establish cooperative relationships or engage in other strategic transactions among themselves or with third parties, including our clients, to further enhance their resources and offerings. As a ~~result,~~significant ~~such~~downturn competitors may be able to devote greater resources to the development, promotion, and sale of their solutions than we can devote to ours, which could allow them to respond more quickly than we can to new or emerging technologies and changes in ~~client needs, thus leading to their wider market acceptance. Existing relationships with~~ our ~~competitors~~business may ~~make~~not those clients less willing to purchase our solutions. For instance, if a potential client uses one product from a competitor that powers a critical element of the client’s day-to-day operations, they may be ~~more~~reflected ~~likely~~immediately ~~to turn to such competitor~~ in ~~the~~our ~~future~~operating ~~to the extent they require further product solutions~~results, ~~rather~~which ~~than~~increases ~~purchasing one or more solutions from~~ the ~~Intapp~~difficulty ~~Intelligent~~of ~~Cloud~~evaluating ~~platform. If we are unable to compete effectively with these evolving competitors for market share,~~ our ~~business,~~future ~~results of operations, and~~ financial ~~condition would be materially and adversely affected~~performance.

~~Our~~We ~~industry~~generally isrecognize ~~evolving~~revenues ~~rapidly~~from ~~and~~our weSaaS ~~anticipate~~solutions ratably over the ~~market~~duration ~~for~~of ~~solutions~~the ~~will~~contract, ~~become~~which ~~increasingly~~typically ~~competitive~~range asfrom ~~our~~one ~~current~~to ~~and~~three ~~potential~~years. ~~clients~~As ~~move~~a result, a ~~greater~~substantial ~~proportion~~majority of ~~their~~our ~~data~~quarterly ~~and~~revenues ~~computational~~from ~~needs~~our toSaaS ~~the~~solutions ~~cloud~~are orgenerated tofrom ~~future~~contracts ~~generation~~entered ~~technologies~~into during prior periods. ~~New~~Consequently, ~~competitors~~a decline in new contracts in any quarter may ~~emerge~~not affect our results of operations in that ~~offer~~quarter, ~~services~~but ~~either~~could ~~comparable~~reduce our revenues from our SaaS solutions in future quarters. Additionally, the timing of renewals or ~~better~~non-renewals ~~suited~~of ~~than~~a ~~ours~~contract toduring ~~address~~any quarter may only affect our financial performance in future quarters. For example, the ~~demand~~non-renewal of a contract late in a quarter will have minimal impact on revenues from our SaaS solutions for that quarter but will reduce such revenues in future quarters. Accordingly, the effect of significant declines in sales of our solutions may not be reflected in our short-term results of operations, which ~~could~~would ~~reduce~~make ~~demand~~these ~~for~~reported results less indicative of our ~~offerings~~future financial results. ~~Continuing~~By ~~intense~~contrast, ~~competition~~a ~~could~~non-renewal ~~result~~occurring early in ~~increased~~a ~~pricing~~quarter ~~pressure,~~may ~~increased~~have ~~sales~~a ~~and~~significant ~~marketing~~negative ~~expenses,~~impact ~~increased~~on ~~expenses~~revenues ~~associated~~from ~~with~~our ~~personnel~~SaaS ~~and~~solutions ~~third-party~~for ~~services~~that quarter and ~~greater~~we ~~investments~~may not be able to offset a decline in ~~research~~such ~~and~~revenues ~~development,~~with ~~each~~revenues offrom ~~which~~new ~~could~~contracts ~~negatively~~entered ~~impact~~into ~~our~~in ~~profitability~~the same quarter. In addition, ~~the~~we ~~failure~~may be unable to ~~increase,~~adjust orour ~~the~~costs ~~loss~~in ~~of,~~response ~~market~~to ~~share,~~reduced ~~would~~revenues ~~harm~~from our ~~business,~~SaaS solutions. These factors may cause significant fluctuations in our results of operations, ~~financial~~and ~~condition~~cash flows, may make it challenging for an investor to predict our performance and/ may prevent us from meeting or ~~future~~exceeding ~~prospects~~the expectations of research analysts or investors, which in turn may cause our stock price to decline.

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IfOur ~~the~~sales ~~market~~cycles ~~for~~are ~~SaaS~~lengthy ~~solutions for professional~~ and ~~financial~~variable, ~~services~~depend ~~develops~~upon ~~slower~~factors ~~than~~outside weour ~~expect or declines~~control, itand could ~~have~~cause aus ~~material~~to ~~adverse~~expend ~~effect~~significant ontime ~~our~~and ~~business,~~resources ~~financial~~prior ~~condition~~to ~~and~~generating ~~results of operations~~revenues.

~~While~~The ~~the~~typical ~~market~~sales ~~for~~cycle ~~SaaS solutions~~ for ~~the professional and financial services industry is growing, it is uncertain whether~~ our ~~SaaS~~ solutions ~~will~~is ~~achieve~~lengthy and ~~sustain~~unpredictable ~~high levels of client demand~~ and ~~market~~often ~~acceptance,~~requires ~~particularly in the professional and financial services industry. Many professional and financial services firms use on~~pre-~~premises~~purchase ~~software~~evaluation ~~applications,~~by ~~including some who have invested substantial resources to integrate~~ a ~~variety~~significant number of ~~point~~employees ~~solutions~~in ~~into~~our ~~their~~clients’ organizations ~~to address one or more specific business needs and, therefore, may be reluctant to switch to SaaS solutions~~. Our ~~success~~sales ~~substantially~~efforts ~~depends~~involve oneducating ~~the~~our ~~adoption~~clients ofabout ~~cloud computing and SaaS solutions in~~ the ~~professional~~use and ~~financial~~benefits ~~services~~of ~~industry,~~our ~~which may be affected by~~solutions, ~~among~~including ~~other things,~~ the ~~widespread~~technical ~~acceptance~~capabilities of ~~cloud~~our ~~computing~~solutions and ~~SaaS~~the ~~solutions~~potential incost ~~other~~savings ~~industries~~achievable ~~and~~by inorganizations ~~general.~~using ~~Market acceptance of~~ our ~~SaaS~~ solutions. ~~may~~Potential beclients ~~affected~~typically byundertake a ~~variety~~rigorous ofpre-purchase ~~factors,~~decision-making ~~including~~and ~~but~~evaluation ~~not limited to: price~~process, ~~security, reliability, performance, client preference, public concerns regarding privacy~~ and ~~the~~sales ~~enactment~~to ofnew ~~restrictive~~clients ~~laws~~involve orextensive ~~regulations. It is difficult to predict~~ client ~~adoption~~due ~~rates~~diligence and ~~demand~~reference ~~for our SaaS solutions~~checks, ~~the~~especially ~~future~~for ~~growth~~larger ~~rate~~enterprise ~~and size of the cloud computing market or the entry of other competitive applications~~clients. IfWe weinvest ora ~~other~~substantial ~~providers~~amount of ~~cloud-based~~time ~~computing in general,~~ and inresources ~~the professional and financial services industry~~ in ~~particular,~~our ~~experience~~sales ~~security~~efforts ~~incidents,~~without ~~loss~~any ofassurance ~~client~~that ~~data,~~our ~~disruptions~~efforts inwill ~~delivery,~~produce orsales. ~~other~~Even ~~problems,~~if ~~the~~we ~~market~~succeed ~~for~~at ~~cloud~~completing ~~computing applications as~~ a ~~whole~~sale, ~~including~~we ~~our SaaS solutions,~~ may be ~~negatively~~unable ~~affected.~~to Ifpredict ~~there~~the issize ~~a reduction in demand for cloud computing caused by a lack~~ of ~~client~~an ~~acceptance,~~initial ~~technological~~subscription ~~challenges,~~arrangement ~~weakening~~until ~~economic~~very ~~conditions,~~late ~~security or privacy concerns, competing technologies and solutions, reductions~~ in ~~corporate~~the ~~spending~~sales ~~or otherwise, it could have a material adverse effect on our business, financial condition, and results of operations~~cycle.

WeFurthermore, ~~may~~our ~~continue~~sales tocycles ~~expand~~could ~~through~~be ~~acquisitions~~disrupted orby ~~partnerships~~factors ~~with~~outside ~~other~~of ~~companies~~our control, ~~which~~including ~~may~~macroeconomic ~~divert~~factors, ~~our~~volatility ~~management’s~~in ~~attention~~the ~~and~~accounting, ~~result~~consulting, ininvestment ~~unexpected~~banking, ~~operating~~legal, ~~and~~private ~~technology~~capital ~~integration~~and ~~difficulties,~~real ~~increased~~assets ~~costs,~~industries and ~~dilution~~pandemics toor ~~our~~other ~~stockholders.~~public health emergencies.

We ~~expect~~are tocontinuing ~~continue~~ to ~~grow,~~expand inour ~~part,~~SaaS bysolutions ~~making targeted acquisitions. Our business strategy includes the potential acquisition of shares or assets of, or alliances with companies with software, technologies or businesses complementary~~ to ~~ours,~~incorporate ~~both~~recent ~~domestically~~innovations ~~and globally. For example,~~ in ~~fiscal year 2024, we acquired delphai, an~~ AI ~~software~~and ~~company~~these ~~specializing~~initiatives inmay ~~applied~~not AIbe ~~for~~successful, ~~firmographic~~which ~~data~~may ~~automation,~~adversely ~~structuring~~affect ~~and~~our ~~intelligence~~business, ~~and~~results ~~TDI, a software and professional services provider and a reseller~~ of ~~Intapp’s~~operations ~~products. Acquisitions~~ and ~~alliances~~financial ~~may~~condition, ~~result in unforeseen operating difficulties~~ and ~~expenditures and~~ may ~~not~~also result in ~~the~~reputational ~~benefits~~harm ~~anticipated~~and ~~by such corporate activity~~liability.

InWe ~~particular,~~have wean ~~may~~AI ~~fail~~strategy to ~~assimilate~~further orexpand ~~integrate~~and ~~the~~embed ~~businesses,~~industry-specific ~~technologies,~~AI ~~services,~~throughout ~~products, personnel or operations of~~ the ~~acquired~~Intapp ~~companies,~~Intelligent ~~retain~~Cloud ~~key~~and ~~personnel~~our ~~necessary~~solutions to ~~favorably~~help ~~execute~~our ~~the combined companies’ business plan, or retain existing~~ clients ormore ~~sell~~effectively ~~acquired products to new clients. Additionally, the assumptions we~~ use totheir ~~evaluate~~data ~~acquisition opportunities may not prove~~ to bemanage ~~accurate~~risk, ~~and~~enhance ~~intended~~efficiency ~~benefits~~and ~~may~~improve ~~not be realized~~operations. ~~Our~~While ~~due~~we ~~diligence~~have ~~investigations~~made, ~~may~~and ~~fail~~expect to ~~identify~~continue ~~all~~to ~~of the problems~~make, ~~liabilities~~investments orin ~~other~~the ~~challenges~~continued ~~associated~~development ~~with~~of anAI ~~acquired~~capabilities, ~~business~~adoption ~~which could result in increased risk~~ of ~~unanticipated~~fast orchanging ~~unknown~~AI ~~issues~~technology orpresents ~~liabilities~~risks, ~~including~~challenges ~~with~~and ~~respect~~potential tounintended ~~privacy,~~consequences. ~~environmental~~Also, ~~competition~~the ~~and~~markets ~~other~~for ~~regulatory~~our ~~matters,~~solutions and ~~our~~services ~~mitigation~~are ~~strategies~~rapidly ~~for~~evolving ~~such~~and ~~risks that~~ are ~~identified~~highly ~~may~~competitive, ~~not~~and bemany ~~effective.~~of Asour acompetitors ~~result,~~are wealso ~~may~~incorporating ~~not~~AI ~~achieve~~into ~~some~~their orproducts. ~~any~~Competing offirms ~~the~~may ~~benefits,~~be ~~including~~able ~~anticipated synergies or accretion~~ to ~~earnings,~~develop ~~that~~and weembed ~~expect~~AI toin ~~achieve~~their inproducts ~~connection~~more ~~with~~quickly ~~our~~and ~~acquisitions,~~successfully orthan we ~~may~~can. ~~not~~If ~~accurately~~our ~~anticipate~~competitors ~~the~~are ~~fixed~~better ~~and~~able ~~other~~to ~~costs~~incorporate ~~associated~~AI ~~with~~in ~~such~~their ~~acquisitions,~~products orand ~~the~~we ~~business~~are ~~may~~unable ~~not~~to ~~achieve~~compete ~~the~~effectively ~~performance~~with ~~we anticipated~~them, ~~which may materially adversely affect~~ our business, ~~prospects, financial condition,~~ results of operations, and ~~cash~~financial ~~flows,~~condition ascould ~~well~~be asadversely ~~our stock price~~affected. ~~Further~~Also, ifwhile we ~~fail~~believe tothat ~~achieve~~ the ~~expected~~market ~~synergies~~for ~~from~~AI ~~our~~in ~~acquisitions~~SaaS ~~and~~solutions ~~alliances,~~for ~~particularly~~the ifaccounting, ~~business~~consulting, ~~performance~~investment ~~declines~~banking, ~~or expected growth is not realized~~legal, weprivate ~~may~~capital ~~experience~~and ~~impairment~~real ~~charges~~assets ~~with~~industries ~~respect~~is ~~to goodwill~~growing, ~~intangible~~if orthe ~~other~~market ~~long-lived~~for ~~assets.~~AI ~~Any~~in ~~future~~these ~~impairment~~solutions ofdevelops ~~our~~more ~~goodwill~~slowly orthan ~~intangible~~we expect or ~~other~~declines, ~~long-lived~~our ~~assets~~business, ~~could~~results ~~have~~of anoperations ~~adverse~~and ~~effect on our~~ financial condition ~~and~~could ~~results~~be ofadversely ~~operations~~affected.

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~~Acquisitions~~Our ~~and~~AI ~~alliances~~capabilities ~~may~~include, ~~also~~among ~~disrupt~~other ~~our~~things, ~~ongoing~~automation, ~~business~~machine learning, ~~divert~~deep learning and generative AI. Many of our ~~resources~~products are powered by AI and ~~require~~machine ~~significant~~learning, ~~management~~some ~~attention~~of ~~that~~which ~~would~~include ~~otherwise~~the beuse ~~available~~of ~~for~~large ~~ongoing~~language ~~development~~models and generative AI. Some of ~~our~~the ~~current~~known ~~business~~risks of generative AI currently include accuracy, bias, toxicity, privacy, and security and data provenance. InFor ~~addition~~example, weAI technologies may use algorithms, data sets, or training methodologies that may be ~~required~~flawed toor ~~make~~otherwise ~~additional~~contain ~~capital~~deficiencies ~~investments~~and may create content that is factually inaccurate or ~~undertake~~flawed ~~remediation~~or ~~efforts~~contains copyrighted or otherwise protected materials which, if used by our clients, could result in a negative impact to ~~ensure~~our ~~the~~reputation, ~~success~~competitive ofharm and liability for our ~~acquisitions~~company. Developing, ~~which~~testing and deploying AI systems may ~~reduce~~also increase the ~~benefits~~cost of ~~such~~our ~~acquisitions~~offerings. WeThe ~~also~~AI ~~may~~capabilities beof ~~required~~our platform and solutions could potentially have actual or perceived impacts on privacy, employment and civil rights. Our failure to ~~use~~adequately aaddress ~~substantial~~legal ~~amount~~risks ofrelating to AI in our ~~cash~~platform orand ~~issue~~solutions ~~debt~~could orresult ~~equity~~in ~~securities~~litigation regarding, among other things, intellectual property, privacy, employment, civil rights and other claims that could result in liability for our company. Countries are applying their data protection laws to ~~complete~~AI, anparticularly ~~acquisition~~generative orAI, ~~realize~~and are considering legal frameworks on AI. For example, the ~~potential~~European ofUnion’s anArtificial ~~alliance~~Intelligence Act (the “EU AI Act”), which ~~could~~was ~~deplete~~formally ~~our~~adopted ~~cash~~in ~~reserves~~2024, and/ certain provisions of which came into force in 2025, prohibits certain AI applications and systems with unacceptable risk and imposes additional requirements on the use of other high-risk or ~~dilute~~limited-risk ~~our~~AI ~~existing~~applications ~~stockholders~~or systems, which may require the implementation of additional quality assurance controls and measures. InIntellectual ~~addition~~property ownership issues, ~~our~~licensing ~~ability~~and toprivacy ~~maintain~~rights ~~favorable~~surrounding ~~pricing~~AI oftechnologies ~~new~~are ~~solutions~~evolving and have not been fully addressed by U.S. federal or state courts or foreign jurisdictions, which may beexpose ~~challenging~~us ifto weclaims ~~bundle~~of ~~such~~intellectual ~~solutions~~property ~~with~~infringement ~~sales~~or misappropriation or privacy rights violations, or result in inquiries by government bodies or agencies. The introduction of AI technologies, including generative AI, into new or existing ~~solutions.~~products ~~Reduced~~could ~~pricing~~result ~~due~~in a failure or perceived failure to ~~bundled~~comply ~~sales~~with such legal requirements and may ~~cause~~also ~~fluctuations~~result in new or increased governmental or regulatory scrutiny, which could result in regulatory action and liability. Additionally, actions taken by our ~~quarterly~~clients ~~financial~~and ~~results~~employees, including through the use or misuse of our products or new technologies for illegal activities or improper information sharing, may ~~adversely~~result ~~affect~~in reputational harm or possible liability. The use of our ~~operating~~AI ~~margins~~capabilities could raise ethical or social concerns and ~~may~~our ~~reduce~~failure to adequately address these concerns or the ~~benefits~~failure of ~~such~~our ~~acquisitions~~competitors, clients or ~~alliances~~other end users to do so could negatively impact our brand and reputation.

~~Additionally,~~If ~~competition within the software industry for acquisitions of businesses, technologies and assets has been, and is expected to continue to be, intense. As such, even if~~ we are ~~able~~unable to ~~identify an acquisition that we would like to pursue~~develop, ~~the~~introduce ~~target~~and ~~may~~market benew ~~acquired~~and byenhanced ~~another~~versions ~~strategic~~of ~~buyer~~our ~~or financial buyer such as a private equity firm~~solutions, or we may ~~otherwise not~~ be ~~able~~put ~~to complete the acquisition on commercially reasonable terms, if~~ at ~~all.~~a ~~Moreover,~~competitive indisadvantage ~~addition~~and to our ~~failure~~operating toresults ~~realize~~could ~~the anticipated benefits of any acquisition, including our revenues or return on investment assumptions, we may~~ be ~~exposed~~adversely ~~to unknown liabilities or impairment charges as a result of acquisitions we do complete~~affected.

IfOur weability ~~fail~~ to ~~effectively~~attract ~~manage~~new clients and increase revenues from our ~~growth~~existing clients depends, in part, on our ~~business~~continued ability to enhance the functionality of the existing solutions on the Intapp Intelligent Cloud by developing, introducing, and ~~results~~marketing new and enhanced versions of ~~operations~~our ~~could~~solutions that address the evolving needs of our clients and changing industry standards. Because some of our solutions are complex and require rigorous testing, development cycles can be ~~harmed~~lengthy and can require months or even years of development, depending upon the solution and other factors. As we expand internationally, our products and services must be modified and adapted to comply with regulations and other requirements of the countries in which our clients do business.

~~We have experienced~~Additionally, ~~and~~market ~~may continue to experience~~conditions, ~~rapid~~including ~~growth,~~heightened ~~which~~pressure ~~has placed, and may continue to place, significant demands~~ on ~~our management and our operational and financial resources. We operate globally, sell our services to more than 2,550~~ clients infrom ~~more~~end ~~than~~users 55relating ~~countries, and have employees and contractors in the Americas, Europe and Asia Pacific. We plan~~ to ~~continue~~mobile tocomputing ~~expand~~devices ~~our international presence in the future, which will place additional demands on our resources~~ and ~~operations.~~speed ~~Additionally, we continue to increase the breadth and scope~~ of ~~our Intapp Intelligent Cloud platform and our operations and continue to develop our partner network. In order to successfully manage our future growth~~delivery, wemay ~~will~~dictate ~~need~~that to continue to add and retain qualified personnel across our operations, improve our IT and financial infrastructures, our operating and administrative systems, and our ability to manage headcount, capital, and internal processes in an efficient manner and deepen our industry experience in key industry verticals. Our organizational structure is also becoming more complex as we ~~grow~~change ~~our~~the operational, financial, and management infrastructure and we must continue to improve our internal control over financial reporting as well as our disclosure systems and procedures. We intend to continue to invest to expand our business, including investing in technology, ~~sales~~platform ~~and~~underlying ~~marketing operations, developing new solutions and features for~~ our existing solutions, ~~hiring~~or ~~additional~~that personnel, and upgrading our infrastructure. These investments will require significant capital expenditures and may divert management and financial resources from other projects, such as the development of new solutions, ~~and~~be ~~any~~developed ~~investments~~on wedifferent ~~make~~technology ~~will occur in advance of experiencing the benefits from such investments~~platforms, ~~making~~potentially itadding ~~difficult~~significant totime ~~determine~~and inexpense ~~a timely manner if we are efficiently allocating our resources. We continue~~ to ~~assess~~ our ~~facilities~~development ~~requirements~~cycles. ~~and~~The ~~may~~nature ~~deem it advisable in the near-term or later to add new offices or downsize certain~~ of ~~our~~these ~~offices~~development incycles ~~order to reduce costs, which~~ may cause us to ~~incur~~experience ~~related~~delays ~~charges.~~between ~~For~~the ~~example,~~time ~~during fiscal year 2024,~~ we ~~entered~~incur ~~into~~expenses aassociated ~~lease~~with ~~agreement~~research ~~to lease office space in New York, New York for a term ending in February 2030. Also, during fiscal year 2023, we exited a portion of our space in Palo Alto, California~~ and ~~recorded~~development ~~a net charge of $1.6 million in connection with the impairment of the related operating lease right-of-use asset~~ and the ~~reassessment~~time ~~of the lease liability. As~~ we ~~continue~~generate ~~to evaluate our real estate needs~~revenues, ~~we may incur additional charges in the future in connection with exit activities. If we do not achieve the benefits anticipated from these investments, or~~ if ~~the achievement of these benefits is delayed~~any, ~~our~~from ~~results~~such ~~of operations may be adversely affected~~expenses.

Our solutions address functions within the heavily regulated professional and financial services industry, and our clients’ failure to comply with applicable laws and regulations could subject us to litigation. 19

WeTable ~~sell our solutions to clients within the professional and financial services industry. Our clients use our solutions for business activities that are subject to a number~~ of laws and regulations, including state and local legal, accounting, and other types of professional ethics rules. Any failure by our clients to comply with laws and regulations applicable to their businesses, and in particular to the functions for which our solutions are used, could result in fines, penalties or claims for substantial damages against our clients. To the extent our clients believe that such failures were caused by our solutions or our client service organization, our clients may make a claim for damages against us, regardless of whether we are responsible for the failure. We may be subject to lawsuits that, even if unsuccessful, Contents

20If we fail to develop new solutions or enhancements to our existing solutions, our business could be adversely affected, especially if our competitors are able to introduce solutions with enhanced functionality. It is critical to our success for us to anticipate changes in technology, industry standards, regulations and client requirements and to successfully introduce new, enhanced, and competitive solutions to meet our clients’ and prospective clients’ needs on a timely basis. We have invested and intend to continue to make significant investments in research and development to meet these challenges. However, we may not recognize significant revenues from these investments for several months or years, if at all. Our estimates of research and development expenses may be too low, revenues may not be sufficient to support the future product development that is required for us to remain competitive and development cycles may be longer than anticipated. Further, there is no assurance that research and development expenditures will lead to successful solutions or enhancements to our existing solutions, or that our clients will value or be willing to bear the cost of our new solutions. If we incur significant expenses developing solutions that are not competitive in technology and price or that fail to meet client demands, our market share will decline and our business and results of operations would be harmed.

~~Table~~If ofwe ~~Contents~~are unable to develop or sell our solutions into new markets or to further penetrate existing markets, our revenues will not grow as expected, and if our established solutions fail to satisfy client demands or maintain market acceptance, our operating results could be adversely affected.

~~could~~Our ~~divert~~ability to increase revenues will depend, in large part, on our ~~resources~~ability ~~and~~to further penetrate our ~~management’s~~existing ~~attention~~markets and ~~adversely~~to ~~affect~~attract new clients, as well as our ~~business~~ability to generate subscription renewals from existing clients and to increase sales from existing clients who do not utilize the full Intapp Intelligent Cloud. The success of any enhancement or new solution or service depends on several factors, including the timely completion, introduction and market acceptance of enhanced or new solutions, adaptation to new industry standards that our ~~insurance~~solutions ~~coverage~~address and technological changes, the ability to maintain and to develop relationships with third parties and the ability to attract, retain and effectively train sales, services, support and marketing personnel. Any new solutions we develop or acquire may ~~exclude~~not ~~coverage~~be ~~for~~introduced ~~some~~in ~~claims~~a timely or cost-effective manner and may not achieve the market acceptance necessary to generate significant revenues. Any new industry standards or practices that emerge, or any introduction by competitors of new solutions embodying new services or technologies, may cause our solutions to become obsolete. Any new markets in which we attempt to sell our solutions, including new countries or regions, may not be ~~sufficient~~receptive or sales cycles may be delayed due to ~~cover~~pandemics ~~such~~or ~~claims~~other ~~against~~public ushealth emergencies, political instabilities and the global economic downturn. Additionally, any expansion into new markets will require commensurate ongoing expansion of our monitoring of local laws and regulations, which increases our costs. Our ability to further penetrate our existing markets depends on the quality of our solutions and our ability to design our solutions to meet changing consumer demands and industry standards, as well as our ability to assure that our clients will be satisfied with our existing and new solutions. If we are unable to sell our solutions into new markets or to further penetrate existing markets, or to increase sales from existing clients by selling them additional software and services, our revenues will not grow as expected, which would have a material adverse effect on our business, financial condition, and results of operations.

~~Our~~We expect to continue to derive a substantial portion of our revenues and cash flows from our established solutions. orDemand ~~pricing~~for ~~models~~our ~~may~~solutions ~~not~~is ~~accurately~~affected ~~reflect~~by a number of factors, some of which are beyond our control, including the ~~optimal~~successful ~~pricing~~implementation ~~necessary~~of toour ~~attract~~solutions, the timing of development and release of new ~~clients~~solutions by us and ~~retain~~our ~~existing~~competitors, technological advances which reduce the appeal of our solutions, changes in regulations that our clients asmust comply with in the jurisdictions in which they operate and the growth or contraction in the worldwide market ~~matures~~for technological solutions for the accounting, consulting, investment banking, legal, private capital and real assets industries. If we are unable to continue to meet client demands, to achieve and maintain a technological advantage over competitors, or to maintain market acceptance of our solutions, our business, results of operations, financial condition, and growth prospects would be adversely affected.

As the market for our solutions matures, or as competitors introduce new solutions that compete with ours, we may be unable to attract new clients at the same price or based on the same pricing models as we have used historically. We price our solutions based on an enterprise size basis with enterprise-wide access to our solutions or based on the number of individual users, and therefore, pricing decisions may also impact the mix of adoption among our subscription plans and negatively impact our overall revenues. Further, pricing pressures and increased competition generally could result in reduced sales, reduced margins, losses, or the failure of our products to achieve or maintain more widespread market acceptance, any of which could harm our business, results of operations, and financial condition. In the future, we may be required to reduce our prices or develop new pricing models, which could adversely affect our revenues, gross margin, profitability, financial position, and cash flow. 20

~~Our~~Table ~~loan and security agreement provides our lender with a first-priority lien against substantially all~~ of ~~our assets and contains restrictive covenants which could limit our operational flexibility and otherwise adversely affect our financial condition.~~Contents

~~Our~~We ~~loan~~compete ~~and security agreement under our revolving credit facility contains a number of covenants that limit our ability to incur debt, grant liens, make acquisitions, undergo a change~~ in ~~control,~~highly ~~make~~competitive ~~investments~~markets, ~~make~~and ~~certain~~if ~~dividends~~we ordo ~~distributions,~~not ~~repurchase~~compete ~~or redeem stock~~effectively, ~~dispose~~our ~~of or transfer assets~~business, ~~and~~results ~~enter into transactions with affiliates. Our loan and security agreement is secured by substantially all~~ of ~~our assets. The terms of our loan and security agreement may restrict our current and future~~ operations ~~and could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies. In addition~~, ~~complying with these covenants may make it more difficult for us to successfully execute our business strategy~~ and ~~compete~~financial ~~against~~condition ~~companies~~could ~~who~~be ~~are~~negatively ~~not~~impacted ~~subject to such restrictions. Additionally, our obligations to repay principal~~ and ~~interest~~cause on our ~~indebtedness~~market ~~make~~share ~~us vulnerable~~ to ~~economic or market downturns~~decline. ~~As of August 26, 2024, we had no outstanding loan balance under this facility.~~

~~Our~~The ~~failure~~markets tofor ~~comply~~our ~~with~~solutions ~~the~~and ~~covenants~~services orare ~~payment~~rapidly ~~requirements,~~evolving orand ~~other~~highly ~~events~~competitive. ~~specified~~As inthese ~~our~~markets ~~loan~~continue to mature and ~~security~~new ~~agreement,~~technologies ~~could~~and ~~result~~competitors inenter ansuch ~~event~~markets, ofwe ~~default~~expect ~~and~~competition ~~our~~to ~~lender~~intensify. ~~may~~Our ~~accelerate~~current ~~our~~competitors ~~obligations~~include ~~under~~large ~~our~~solution ~~loan~~providers ~~and~~that ~~security~~focus ~~agreement~~on ~~and~~one ~~foreclose~~or ~~upon~~more ~~the~~point ~~collateral~~solutions, legacy systems, and manual processes or weinternally ~~may~~built betechnology ~~forced~~solutions todeveloped ~~sell~~by ~~assets,~~or ~~restructure~~for our ~~indebtedness~~clients, new or ~~seek~~emerging ~~additional~~entrants ~~equity~~seeking ~~capital~~to develop competing technologies, ~~which~~including ~~would~~those ~~dilute~~with ~~our~~AI ~~stockholders’~~and ~~interests.~~generative ~~Our~~AI ~~failure~~capabilities, toand ~~comply~~well-established ~~with~~horizontal ~~any~~solution ~~covenant~~providers ~~could~~that ~~result~~provide inbroad ansolutions ~~event~~across ofmultiple ~~default~~industries. ~~under~~Specifically, ~~the~~we ~~agreement~~compete ~~and~~from ~~the~~time ~~lender~~to ~~could~~time ~~make~~with ~~the~~large ~~entire~~software ~~debt~~companies ~~immediately~~such ~~due~~as SAP and ~~payable~~Salesforce. IfThe ~~this~~competitors ~~occurs,~~ we ~~might~~face ~~not~~in beany ~~able~~sale tomay ~~repay~~change ~~our~~depending ~~debt~~on, oramong ~~borrow~~other ~~sufficient~~things, ~~funds~~the toline ~~refinance~~of ~~it.~~business, ~~Even~~functional ifor ~~new~~regional ~~financing~~group isor ~~available,~~department itpurchasing ~~may~~the ~~not~~solution, bethe onsolution ~~terms~~being ~~that~~sold, ~~are~~the ~~acceptable~~geography toin ~~us.~~which ~~Any~~we ofare ~~the~~operating ~~foregoing~~and ~~could~~the ~~adversely~~size ~~affect~~of ~~our~~the ~~business,~~client ~~financial~~to ~~condition,~~which orwe ~~results~~are ~~of operations~~selling.

~~Failure~~We compete based on various factors, including unique product features or functions, configurability, price and the time and cost required for software implementation. Outside of ~~any~~the United States, we are more likely to compete against vendors that may further differentiate themselves based on local advantages in language or market knowledge. Some of our ~~established~~current and potential competitors may have longer operating histories and greater financial, technical, sales, marketing, and other resources than we do, as well as larger installed client bases. Our current and potential competitors may also establish cooperative relationships or engage in other strategic transactions among themselves or with third parties, including our clients, to further enhance their resources and offerings. As a result, such competitors may be able to devote greater resources to the development, promotion, and sale of their solutions than we can devote to ~~satisfy~~ours, ~~client~~which ~~demands~~could allow them to respond more quickly than we can to new or emerging technologies and changes in client needs, thus leading to ~~maintain~~their wider market acceptance. ~~would~~Existing ~~harm~~relationships with our competitors may make those clients less willing to purchase our solutions. For instance, if a potential client uses one product from a competitor that powers a critical element of the client’s day-to-day operations, they may be more likely to turn to such competitor in the future to the extent they require further product solutions, rather than purchasing one or more solutions from us. If we are unable to compete effectively with these evolving competitors for market share, our business, results of operations, and financial condition, would be materially and ~~growth~~adversely ~~prospects~~affected.

WeOur ~~derive~~industry ~~our~~is ~~revenues~~evolving rapidly and ~~cash~~we ~~flows~~anticipate ~~from~~the ~~our~~market ~~established~~for solutions. Wewill ~~expect~~become toincreasingly ~~continue~~competitive toas ~~derive~~our current and potential clients move a ~~substantial~~greater ~~portion~~proportion of ~~our~~their ~~revenues~~data ~~from~~and ~~these~~computational ~~sources.~~needs Asto ~~such,~~the ~~continued~~cloud ~~market~~or ~~acceptance~~to offuture ~~these~~generation ~~solutions~~technologies. isNew ~~critical~~competitors tomay ~~our~~emerge ~~growth~~that ~~and~~offer ~~success.~~services ~~Demand~~either ~~for~~comparable ~~our~~or ~~solutions~~better issuited ~~affected~~than byours ato ~~number~~address ofthe ~~factors,~~demand ~~some~~for ofsuch solutions, which ~~are~~could ~~beyond~~reduce demand for our ~~control~~offerings. Moreover, ~~including~~as ~~the~~we ~~successful~~continue ~~implementation~~to build AI into many of our ~~solutions~~offerings, ~~the~~we ~~timing~~face ofmore ~~development~~competition ~~and~~as ~~release~~AI oftechnologies ~~new~~are ~~solutions~~increasingly byintegrated usinto ~~and~~the ~~our~~markets ~~competitors,~~in ~~technological~~which ~~advances~~we ~~which~~compete. ~~reduce~~Our ~~the~~competitors ~~appeal~~may ofbe ~~our~~able ~~solutions,~~to ~~changes~~incorporate inAI ~~regulations~~into ~~that~~their ~~our~~offerings ~~clients~~more ~~must~~efficiently ~~comply~~or ~~with~~successfully inthan ~~the~~we ~~jurisdictions~~are inable ~~which~~to ~~they~~and ~~operate~~achieve greater and ~~the~~faster ~~growth~~adoption. orContinuing ~~contraction~~intense competition could result in ~~the~~increased ~~worldwide~~pricing ~~market~~pressure, ~~for~~increased ~~technological~~sales ~~solutions~~and ~~for~~marketing ~~the~~expenses, ~~professional~~increased ~~and~~expenses ~~financial~~associated ~~services~~with ~~industry.~~personnel Ifand wethird-party ~~are~~services ~~unable~~and togreater ~~continue~~investments toin ~~meet~~research ~~client~~and ~~demands~~development, toeach ~~achieve~~of ~~and~~which ~~maintain~~could anegatively ~~technological~~impact ~~advantage~~our ~~over~~profitability. ~~competitors~~In addition, orthe failure to ~~maintain~~increase, ~~market~~or ~~acceptance~~the loss of ~~our~~market ~~solutions~~share, would harm our business, results of operations, financial condition, and/or ~~growth~~future prospects ~~would be adversely affected~~.

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~~Our~~If ~~ability~~the tomarket ~~sell~~for ~~and~~SaaS ~~renew our~~ solutions, isincluding ~~dependent~~those inwith ~~part~~AI ~~on the quality of our implementation services~~ and ~~technical~~generative ~~support~~AI ~~services~~capabilities, ~~and~~for ~~the~~accounting, ~~implementation~~consulting, ~~services~~investment ~~provided~~banking, bylegal, ~~our~~private ~~partners,~~capital and ~~our~~real ~~failure~~assets toindustries ~~offer~~develops ~~high-quality~~slower ~~implementation~~than ~~services~~we orexpect ~~technical support services~~ or ~~our~~declines, ~~partners’~~it ~~failure to offering high-quality implementation services~~ could ~~damage~~have ~~our~~a ~~reputation~~material ~~and~~adverse ~~adversely~~effect ~~affect~~on our ~~ability~~business, tofinancial ~~sell~~condition ~~our solutions to new clients~~ and ~~renew~~results ~~agreements~~of ~~with our existing clients~~operations.

~~Our~~While the market for SaaS solutions, ~~are~~including ~~complex~~those with AI and ~~are~~generative ~~used~~AI incapabilities, afor ~~wide~~the ~~variety~~accounting, ofconsulting, ~~environments.~~investment ~~Our~~banking, ~~revenues~~legal, private capital and ~~profitability~~real ~~depend~~assets inindustries ~~part~~is ongrowing, ~~the~~it ~~reliability~~is uncertain whether our SaaS solutions will achieve and ~~performance~~sustain high levels of ~~our~~client ~~implementation~~demand ~~services~~and market acceptance, ~~training~~particularly ~~services~~in the accounting, consulting, investment banking, legal, private capital and ~~technical~~real ~~support~~assets ~~services~~industries. Many accounting, consulting, investment banking, legal, private capital and real assets firms use on-premises software applications, including some who have invested substantial resources to integrate a variety of ~~which~~point ~~are~~solutions ~~provided~~into ~~through~~their ~~partners~~organizations ~~that~~to ~~can~~address ~~provide~~one ~~services~~or ~~for~~more ~~our~~specific ~~solutions~~business needs and, therefore, may be reluctant to ~~clients~~switch to SaaS solutions. IfOur ~~our~~success ~~implementation~~substantially ~~services~~depends ~~are~~on ~~unavailable,~~the oradoption ~~clients~~of ~~are~~cloud ~~dissatisfied~~computing ~~with~~and ~~our~~SaaS orsolutions ~~our~~in ~~partners’~~the ~~performance~~accounting, weconsulting, ~~could~~investment ~~lose~~banking, ~~clients~~legal, ~~our~~private ~~revenues~~capital and ~~profitability~~real ~~would~~assets ~~decrease~~industries, ~~and~~which ~~our~~may ~~business~~be ~~operations~~affected orby, ~~financial~~among ~~position~~other ~~could~~things, bethe ~~harmed~~widespread acceptance of cloud computing and SaaS solutions in other industries and in general. ~~Additionally,~~Market ifacceptance of our SaaS solutions ~~are~~may ~~not~~be ~~used~~affected ~~correctly~~by ora asvariety ~~intended~~of factors, ~~inadequate~~including but not limited to: price, security, reliability, performance, ~~may~~client ~~result~~preference, public concerns regarding privacy and the enactment of restrictive laws or regulations. ~~Because~~It ~~our~~is ~~clients~~difficult ~~rely~~to onpredict client adoption rates and demand for our SaaS solutions, tothe ~~manage~~future agrowth ~~wide~~rate ~~range~~and size of ~~operations~~the cloud computing market or the entry of other competitive applications. If we or other providers of cloud-based computing in general, ~~our~~and ~~failure~~in tothe ~~properly~~accounting, ~~train~~consulting, ~~clients~~investment onbanking, ~~how~~legal, toprivate ~~efficiently~~capital and ~~effectively~~real ~~use~~assets industries in particular, experience security incidents, loss of client data, disruptions in delivery, or other problems, the market for cloud computing applications as a whole, including our SaaS solutions, may ~~result~~be negatively affected. If there is a reduction in ~~negative~~demand ~~publicity~~for orcloud ~~legal~~computing ~~claims~~caused ~~against~~by ~~us.~~a Aslack weof ~~grow~~client ~~internationally~~acceptance, wetechnological ~~may~~challenges, ~~face~~weakening ~~additional~~economic ~~challenges~~conditions, ~~and~~security ~~costs~~or inprivacy ~~delivering~~concerns, ~~implementation~~competing ~~services~~technologies and ~~training~~solutions, reductions in ~~languages~~corporate spending or other ~~than~~reason, ~~English~~it could have a material adverse effect on our business, financial condition, and results of operations.

~~Unexpected~~We ~~delays~~may ~~and~~continue difficulties can occur as clients implement and test our solutions. Implementing our solutions typically involves integration with our clients’ and third-party’s systems, as well as adding client and third-party data to ~~our~~expand ~~platform.~~through ~~This~~acquisitions ~~can~~or bepartnerships ~~complex, time consuming, and expensive for our clients and can result in delays in the implementation of our solutions. We also provide our clients~~ with ~~upfront~~other ~~estimates regarding the duration~~companies, ~~resources~~which ~~and~~may ~~costs~~divert ~~associated with the implementation of~~ our ~~solutions.~~management’s ~~Failure~~attention ~~to meet these upfront estimates~~ and ~~the expectations of our clients for the implementation of our solutions could~~ result in aunexpected ~~loss~~operating ~~of clients~~ and ~~negative~~technology ~~publicity~~integration ~~about us and our solutions and implementation services. Such failure could result from deficiencies in our solution capabilities or inadequate professional service engagements performed by us~~difficulties, ~~our~~increased ~~partners or our clients’ employees~~costs, ~~the latter two of which are beyond our direct control. Time-consuming implementations may also increase the amount of services personnel we must allocate to each client, thereby increasing our costs~~ and ~~consequently~~dilution ~~the cost~~ to our ~~clients and adversely affecting our business, results of operations, and financial condition~~stockholders.

~~Once~~We ~~our~~expect ~~solutions~~to ~~are~~continue ~~implemented~~to ~~and~~grow, ~~integrated~~in ~~with~~part, ~~our~~by ~~clients’~~making ~~existing~~targeted ITacquisitions ~~investments~~ and ~~data,~~strategic ~~our clients may depend on our technical support services to resolve any issues relating to our solutions~~investments. ~~High-quality~~Our ~~support~~business isstrategy ~~critical~~includes ~~for~~ the ~~continued~~potential ~~successful~~acquisition ~~marketing and sale~~ of ~~our~~shares ~~solutions~~or ~~and~~assets ~~renewal~~ of ~~contracts. In addition~~, asor wealliances ~~continue~~with tocompanies ~~expand~~with ~~our operations internationally~~software, ~~our~~technologies ~~support~~or ~~organization~~businesses ~~will~~complementary ~~face~~to ~~additional challenges~~ours, ~~including~~both ~~those~~domestically ~~associated~~and ~~with~~globally. ~~delivering~~For ~~support~~example, in ~~languages~~fiscal ~~other~~year ~~than~~2025, ~~English. Many enterprise clients require higher levels of support than smaller clients. If~~ we ~~fail~~acquired ~~to meet the requirements of our larger clients~~TermSheet, ~~it may be more difficult to sell additional solutions and implementation services to these clients~~LLC, a ~~key~~provider ~~group for the growth~~ of ~~our~~software ~~revenues~~for ~~and~~real ~~profitability~~estate teams. ~~The~~Acquisitions ~~implementation, provision~~ and ~~support~~alliances ofmay ~~our~~result ~~solutions~~in ~~also~~unforeseen ~~creates~~operating ~~the~~difficulties ~~risk~~and ofexpenditures ~~significant~~and liability claims against us. Our subscription arrangements with our clients contain provisions designed to limit our exposure to potential liability claims. It is possible, however, that the limitation of liability provisions contained in such agreements may not ~~be enforced as a~~ result ofin ~~international,~~the ~~federal,~~benefits ~~state~~anticipated ~~and~~by ~~local laws or ordinances or unfavorable judicial decisions. Breach of warranty or damage liability, or injunctive relief resulting from~~ such ~~claims,~~corporate ~~could harm our results of operations and financial condition~~activity.

In ~~addition~~particular, as we ~~further~~may ~~expand~~fail ~~our~~to ~~solutions,~~assimilate ~~our~~or ~~implementation~~integrate the businesses, technologies, services, ~~and~~products, ~~support~~personnel ~~organization~~or ~~will~~operations ~~face~~of ~~new~~the ~~challenges~~acquired companies, ~~including~~retain ~~hiring~~key personnel necessary to favorably execute the combined companies’ business plan, ~~training~~or ~~and~~retain ~~integrating~~existing aclients ~~large~~or ~~number~~sell ofacquired products to new ~~implementation~~clients. ~~services~~Additionally, ~~personnel~~the ~~with~~assumptions ~~experience~~we inuse ~~delivering~~to ~~high-quality~~evaluate ~~support~~acquisition ~~for~~opportunities ~~our~~may ~~solutions~~not prove to be accurate, and intended benefits may not be realized. ~~Alleviating~~Our ~~any~~due diligence investigations may fail to identify all of ~~these~~the problems, ~~could~~liabilities ~~require~~or ~~significant~~other ~~expenditures~~challenges associated with an acquired business which could ~~adversely~~result ~~affect~~in ~~our~~increased ~~results~~risk of ~~operations~~unanticipated or unknown issues or liabilities, including with respect to privacy, environmental, competition and ~~growth~~other ~~prospects~~regulatory matters, and our mitigation strategies for such risks that are identified may not be effective. ~~Further~~As a result, aswe may not achieve some or any of the benefits, including anticipated synergies or accretion to earnings, that we ~~continue~~expect to ~~rely~~achieve onin connection with our ~~partners~~acquisitions, toor ~~provide~~we ~~implementation~~may not accurately anticipate the fixed and ~~on-going~~other ~~services~~costs associated with such acquisitions, ~~our~~or ~~ability~~the tobusiness ~~ensure~~may anot ~~high~~achieve ~~level~~the performance we anticipated, which may materially adversely affect our business, prospects, financial condition, results of ~~quality~~operations, inand ~~addressing~~cash ~~client~~flows, ~~issues~~as ~~will~~well beas ~~diminished~~our stock price. IfFurther, ~~our~~if ~~partners~~we fail to ~~meet~~achieve ~~such~~the ~~commitments~~expected orsynergies dofrom ~~not~~our ~~commit~~acquisitions ~~sufficient~~and oralliances, ~~qualified~~particularly ~~resources~~if tobusiness ~~these~~performance ~~activities,~~declines ~~our~~or ~~clients~~expected ~~will~~growth beis ~~less~~not ~~satisfied~~realized, bewe ~~less~~may ~~supportive~~experience impairment charges with ~~references~~respect to goodwill, intangible or ~~may~~other ~~require~~long-lived ~~the~~assets. ~~investment~~Any future impairment of our ~~resources~~goodwill ator ~~discounted~~intangible ~~rates~~or other long-lived assets could have an adverse effect on our financial condition and results of operations.

Our sales are dependent on our business reputation and on positive recommendations from our existing clients. Accordingly, if we or our partners do not effectively assist our clients in implementing our solutions, train our clients in the use of our solutions, succeed in helping our clients quickly resolve post-implementation issues, our ability to sell additional solutions and implementation services to existing clients would be adversely affected and our reputation with potential clients could be damaged, which could have a material adverse effect on our business, results of operations, financial condition, and growth prospects. 22

22Table of Contents

~~Table~~Acquisitions and alliances may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of ~~Contents~~our current business. In addition, we may be required to make additional capital investments or undertake remediation efforts to ensure the success of our acquisitions, which may reduce the benefits of such acquisitions. We also may be required to use a substantial amount of our cash or issue debt or equity securities to complete an acquisition or realize the potential of an alliance, which could deplete our cash reserves and/or dilute our existing stockholders. In addition, our ability to maintain favorable pricing of new solutions may be challenging if we bundle such solutions with sales of existing solutions. Reduced pricing due to bundled sales may cause fluctuations in our quarterly financial results, may adversely affect our operating margins and may reduce the benefits of such acquisitions or alliances.

~~Real~~Additionally, competition within the software industry for acquisitions of businesses, technologies and assets has been, and is expected to continue to be, intense. As such, even if we are able to identify an acquisition that we would like to pursue, the target may be acquired by another strategic buyer or ~~perceived~~financial ~~errors~~buyer such as a private equity firm, or ~~failures~~we may otherwise not be able to complete the acquisition on commercially reasonable terms, if at all. Moreover, in addition to our ~~solutions~~failure ~~may~~to ~~affect~~realize ~~our~~the ~~reputation~~anticipated benefits of any acquisition, ~~cause~~including usour torevenues ~~lose~~or ~~clients~~return ~~and~~on ~~reduce~~investment ~~sales~~assumptions, ~~which~~we may ~~harm~~be ~~our~~exposed ~~business~~to ~~and~~unknown ~~results~~liabilities or impairment charges as a result of ~~operations~~acquisitions we do complete.

AsIf with all software solutions, undetected errors or failures may exist or occur, especially when solutions are first introduced or when new versions are released, implemented or integrated into other systems. Our software solutions are often installed and used in large-scale computing environments with different third party applications operating systems, system management software and equipment and networking configurations, which may cause errors or failures in our solutions or may expose undetected errors, failures, or bugs in our solutions. Despite testing by us, we ~~may~~fail ~~not~~to ~~identify~~effectively ~~all~~manage ~~errors, failures, or bugs in new solutions or releases until after commencement of commercial sales or installation. In the past, we have discovered errors, failures, and bugs in some of~~ our ~~solutions after their introduction. We may not be able to fix errors~~growth, ~~failures, and bugs without incurring significant costs or an adverse impact to~~ our business. ~~We believe that our reputation~~ and name recognition are critical factors in our ability to compete and generate additional sales. Promotion and enhancement of our name will depend largely on our success in continuing to provide effective solutions and services. The occurrence of errors in our solutions or the detection of bugs by our clients may damage our reputation in the market and our relationships with our existing clients, and as a result, we may be unable to attract or retain clients. Any of these events may result in the loss of, or delay in, market acceptance of our solutions, which could seriously harm our sales, results of operations, ~~and~~could ~~financial~~be ~~condition~~harmed.

~~Changes~~We inhave ~~laws~~experienced, ~~regulations~~and may continue to experience, orrapid ~~guidance~~growth, ~~issued~~which byhas ~~supervisory~~placed, ~~authorities~~and ~~relating~~may continue to ~~privacy~~place, orsignificant ~~the~~demands ~~protection~~on orour ~~transfer~~management ofand ~~personal~~our ~~data,~~operational orand ~~any~~financial ~~actual~~resources. orWe ~~perceived~~operate ~~failure~~globally, bysell usour services to ~~comply~~more ~~with~~than ~~such~~2,700 ~~laws~~clients in more than 62 countries, ~~regulations~~and have employees and contractors in the Americas, orEurope ~~guidance~~and Asia Pacific. We plan to continue to expand our international presence in the future, ~~could~~which ~~adversely~~will ~~affect~~place additional demands on our ~~business~~resources and ~~could~~operations. ~~subject~~Additionally, uswe continue to ~~liability,~~increase ~~fines~~the breadth and ~~reputational~~scope ~~harm~~of our Intapp Intelligent Cloud and our operations and we continue to develop our partner network.

~~Data~~In ~~protection~~order ~~and~~to ~~privacy~~successfully ~~legislation,~~manage ~~enforcement~~our ~~and~~future ~~policy~~growth, ~~activity~~we ~~are~~will ~~rapidly~~need ~~expanding~~to incontinue ~~the~~to ~~United~~add ~~States~~ and ~~around~~retain ~~the~~qualified ~~world~~personnel ~~and~~across ~~creating~~our aoperations; ~~complex~~improve ~~compliance~~our ~~environment~~IT and ~~the~~financial ~~potential~~infrastructures, ~~for~~our ~~high~~operating ~~profile~~and ~~negative~~administrative ~~publicity~~systems, inand ~~the~~our ~~event~~ability ofto ~~any~~manage ~~noncompliance~~headcount, orcapital, ~~data~~and ~~breach.~~internal Weprocesses ~~are~~in ~~subject~~an toefficient ~~many~~manner ~~privacy~~ and ~~data~~deepen ~~protection~~our ~~laws~~industry ~~and~~experience ~~regulations~~ in ~~the~~key ~~United~~industries. ~~States~~Our ~~and~~organizational ~~around~~structure ~~the~~is ~~world,~~also ~~some~~becoming ofmore ~~which~~complex ~~place~~as ~~restrictions~~we ongrow our ~~ability~~operational, tofinancial, ~~process~~ and ~~store~~management ~~personal~~infrastructure ~~data~~and ~~across~~we ~~our~~must ~~business.~~continue ~~For~~to ~~example,~~improve inour ~~Europe~~internal ~~Regulation~~control ~~(EU)~~over ~~2016/679~~financial ~~(GDPR)~~reporting ~~imposes~~as ~~requirements~~well ~~relating~~as ~~to,~~our ~~among~~disclosure ~~other~~systems ~~things,~~and ~~consent~~procedures. toWe ~~process~~intend ~~personal~~to ~~data~~continue ofto ~~individuals,~~invest ~~the information provided~~ to ~~individuals~~expand ~~regarding~~our ~~the processing of their personal data~~business, ~~rights~~including ~~which~~investing ~~may~~in ~~be exercised by individuals~~technology, ~~the~~sales ~~security~~ and ~~confidentiality~~marketing ~~of personal data~~operations, ~~and~~developing ~~notifications~~new insolutions ~~the event of data breaches~~ and ~~use~~features ~~of third-party processors. The GDPR imposes substantial fines~~ for ~~breaches~~our ofexisting ~~data protection requirements~~solutions, ~~which~~hiring ~~can~~additional bepersonnel, upand toupgrading ~~four~~our ~~percent~~infrastructure. ofThese ~~the~~investments ~~worldwide~~will ~~revenues~~require orsignificant 20capital ~~million~~expenditures ~~Euros,~~and ~~whichever~~may isdivert ~~greater.~~management ~~Despite~~and ~~the~~financial ~~UK’s~~resources ~~exit~~ from ~~the~~other EUprojects, ~~the~~such UKas ~~still also has laws equivalent to~~ the ~~GDPR/EU~~development ~~data~~of ~~protection~~new ~~laws. We may experience hesitancy~~solutions, ~~reluctance,~~and orany ~~refusal~~investments bywe ~~European~~make orwill ~~multi-national~~occur ~~clients~~in toadvance ~~continue to use some~~ of ~~our~~experiencing ~~services due to~~ the ~~potential~~benefits ~~risk~~from ~~exposure~~such ofinvestments, ~~personal~~making ~~data~~it ~~transfers~~difficult ~~and~~to ~~the~~determine ~~current~~in ~~data~~a ~~protection~~timely ~~obligations~~manner ~~imposed~~if onwe ~~them~~are byefficiently ~~certain~~allocating ~~data~~our ~~protection authorities~~resources. ~~Such~~We ~~clients~~continue ~~may also view any alternative approaches~~ to ~~the~~assess ~~transfer~~our offacilities ~~any~~requirements ~~personal data as being too costly, too burdensome, or otherwise objectionable,~~ and ~~therefore~~ may ~~decide~~deem ~~not~~it toadvisable doin ~~business with us if~~ the ~~transfer~~near-term ofor ~~personal~~later ~~data~~to isadd anew ~~necessity~~offices or ~~may~~downsize ~~require~~certain ~~that~~of our ~~employees~~offices ~~who~~in ~~are~~order ~~providing services~~ to ~~them~~reduce becosts, ~~based in the European Union/UK~~ which ~~could~~may ~~increase~~cause ~~our~~us ~~costs~~to inincur ~~providing~~related ~~such services~~charges. ~~Uncertainty~~As ~~about~~we ~~compliance~~continue ~~with~~to ~~the~~evaluate ~~GDPR~~our ~~and~~real EUestate ~~data protection laws remains~~needs, ~~with~~we ~~the~~may ~~possibilities~~incur ~~that~~additional ~~data~~charges ~~protection~~in ~~authorities~~the ~~located~~future in ~~different~~connection EUwith ~~Member~~exit ~~States~~activities. ~~may~~If ~~interpret~~we ~~GDPR~~do ~~differently,~~not orachieve ~~requirements~~the ofbenefits ~~national~~anticipated ~~laws~~from ~~may~~these ~~vary between the EU Member States~~investments, or ~~guidance~~if onthe ~~GDPR~~achievement ~~and compliance practices may be often updated or otherwise revised. Any~~ of these ~~events~~benefits ~~will~~is ~~increase~~delayed, ~~the~~our ~~complexity~~results ~~and costs~~ of ~~processing~~operations ~~personal~~may ~~data~~be inadversely ~~the UK or European Economic Area or concerning individuals located in the UK or European Economic Area (“EEA”)~~affected.

~~Under~~Our ~~GDPR,~~solutions ~~transfers~~address offunctions ~~personal~~within ~~data to countries outside of~~ the ~~European~~heavily ~~Economic~~regulated ~~Area that~~accounting, ~~have~~consulting, ~~not~~investment ~~been determined by the European Commission to provide adequate protections for personal data~~banking, ~~including the United States~~legal, ~~are~~private ~~prohibited~~capital ~~unless certain transfer mechanisms are used. Switzerland~~ and ~~the~~real UKassets ~~have similar restrictions. However~~industries, ~~such mechanisms are subject to consistent scrutiny~~ and ~~challenge.~~our Aclients’ ~~decision~~failure ~~of the Court of Justice of the European Union in July 2020 invalidated the EU-US Privacy Shield Framework, a means that previously permitted transfers of personal data from the EEA~~ to ~~companies~~comply inwith ~~the~~applicable ~~United~~laws ~~States that certified adherence to the Privacy Shield Framework. While the United States~~ and EUregulations ~~have~~could ~~put in place a new framework to replace the Privacy Shield Framework, the EU-US Data Privacy Framework, this framework is already~~ subject tous challenge in the Court of Justice of the European Union, so there can be no assurance that it will not be invalidated, repealed or otherwise modified in the future. There are also Swiss and UK extensions to ~~the EU-US Data Privacy Framework~~litigation. In addition, that same Court of Justice of the European Union decision also cast doubt on the use of a prior form of standard contractual clauses that are the other commonly used mechanism to transfer personal data outside of the EEA/UK. In the UK and

23We sell our solutions to clients within the accounting, consulting, investment banking, legal, private capital and real assets industries. Our clients use our solutions for business activities that are subject to a number of laws and regulations, including state and local legal, accounting, and other types of professional ethics rules. Any failure by our clients to comply with laws and regulations applicable to their businesses, and in particular to the functions for which our solutions are used, could result in fines, penalties or claims for substantial damages against our clients. To the extent our clients believe that such failures were caused by our solutions or our client service organization, our clients may make a claim for damages against us, regardless of whether we are responsible for the failure. We may be subject to lawsuits that, even if unsuccessful, could divert our resources and our management’s attention and adversely affect our business, and our insurance coverage may exclude coverage for some claims or may not be sufficient to cover such claims against us.

~~Table of Contents~~23

~~the~~Table ~~EEA, there are now updated form versions~~ of standard contractual clauses and a need to conduct a transfer risk assessment in accordance with applicable guidance. With respect to personal data transfers from the EU to the UK and UK to the EU, there are adequacy decisions in place meaning personal data can transfer freely for the time being. Given the consistent scrutiny and challenge to data transfers, further changes to how data transfers to and from the European Union and other jurisdictions are regulated could impact how we provide services to our clients in relevant jurisdictions. Contents

~~The~~Our ~~CCPA~~solutions ~~imposes~~or ~~requirements~~pricing ~~relating~~models ~~to how companies~~ may ~~collect,~~not ~~use~~accurately ~~and~~reflect ~~process~~the ~~personal~~optimal ~~information~~pricing ~~relating~~necessary to ~~California~~attract ~~residents. The CCPA establishes a privacy framework for covered businesses such as ours by, among other things, creating an expanded definition of personal information, establishing~~ new ~~data~~clients ~~privacy rights for California residents~~ and ~~creating~~retain aexisting ~~new~~clients ~~and potentially severe statutory damages framework for violations of the CCPA,~~ as well as potentially severe statutory damages and private a right of action against businesses that suffer a data security breach due to their violation of a duty to implement reasonable security procedures and practices. This private right of action may increase the ~~likelihood~~market ~~of, and risks associated with, data breach litigation~~matures. In addition, in November 2020, California voters adopted the CPRA, which enhances and strengthens regulatory requirements and individual protections that currently exist under the CCPA. Numerous other states have enacted or are considering enacting similar privacy laws, further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate. Congress is also considering legislation that may preempt some or all of such U.S. state privacy laws, but which may also provide a more expansive private right of action for privacy claims than exists under current state laws. Further, privacy class actions in the United States are on the rise, with cases being filed based on pre-digital age state and federal laws. The evolving complexity of privacy and data security legislation in the United States may complicate our compliance efforts and further increase our risk of regulatory enforcement, penalties and litigation. The uncertainty and changes in the requirements of California and other jurisdictions, including potential federal legislation regarding data privacy that may impose requirements and potentially preempt state data privacy rules, may increase the cost of compliance, restrict our ability to offer services in certain locations or subject us to sanctions by national, regional, state, local and international data protection regulators, all of which could harm our business, results of operations or financial condition.

~~Although~~As wethe ~~take~~market ~~reasonable~~for ~~efforts~~our tosolutions ~~comply~~matures, ~~with~~or ~~all~~as ~~applicable~~competitors ~~laws~~introduce ~~and~~new ~~regulations~~solutions ~~and~~that ~~have~~compete ~~invested~~with ~~and continue to invest human and technology resources into data privacy compliance efforts~~ours, ~~there can be no assurance that~~ we ~~will~~may ~~not~~ be ~~subject~~unable to ~~regulatory~~attract ~~action,~~new ~~including~~clients ~~fines,~~at in the ~~event~~same ofprice ~~an incident~~ or ~~other~~based ~~claim.~~on ~~Data~~the ~~protection~~same ~~laws~~pricing ~~and~~models ~~requirements~~as ~~may~~we ~~also~~have beused ~~enacted, interpreted or applied in a manner that creates inconsistent or contradictory requirements on companies that operate across jurisdictions~~historically. We orprice our ~~third-party~~solutions ~~service~~based ~~providers~~on ~~could~~an beenterprise ~~adversely~~size ~~affected~~basis ifwith ~~legislation~~enterprise-wide oraccess ~~regulations are expanded~~ to ~~require changes in~~ our solutions or ~~our~~based ~~third-party~~on ~~service~~the ~~providers’~~number ~~business~~of ~~practices~~individual orusers, ifand ~~governing~~therefore, ~~jurisdictions~~pricing ~~interpret~~decisions ormay ~~implement~~also ~~their~~impact ~~legislation~~the ormix ~~regulations~~of inadoption ~~ways~~among ~~that negatively affect~~ our orsubscription ~~our~~plans ~~third-party~~and ~~service~~negatively ~~providers’~~impact ~~business,~~our ~~results~~overall ~~of operations or financial condition~~revenues. ~~For example~~Further, wepricing ~~may~~pressures ~~find~~and itincreased ~~necessary~~competition togenerally ~~establish~~could ~~alternative~~result ~~systems to maintain personal data originating from the European Union~~ in ~~the~~reduced ~~European~~sales, ~~Economic~~reduced ~~Area~~margins, ~~which~~losses, ~~may~~or ~~involve~~the ~~substantial~~failure ~~expense~~of ~~and~~our ~~may~~products ~~cause us~~ to ~~divert~~achieve ~~resources~~or ~~from~~maintain ~~other~~more ~~aspects~~widespread ofmarket ~~our business~~acceptance, ~~all~~any of which ~~may~~could ~~adversely~~harm ~~affect~~ our business, results ~~from~~of operations~~. Data protection legislation~~, ~~regulatory~~ and ~~contractual~~financial ~~requirements~~condition. ~~could~~In ~~hamper~~the ~~our~~future, ~~ability~~we tomay ~~use~~be ~~data~~required to ~~train~~reduce our ~~artificial~~prices ~~intelligence algorithms. Further, any inability to adequately address privacy concerns in connection with our solutions,~~ or ~~comply~~develop ~~with~~new ~~applicable~~pricing ~~privacy or data protection laws~~models, ~~regulations~~which ~~and policies,~~ could ~~result in additional cost and liability to us, and~~ adversely affect our ~~ability~~revenues, togross ~~offer our solutions. Further~~margin, ~~countries are applying their data protection laws to AI~~profitability, ~~and~~financial ~~particularly generative AI~~position, and ~~are~~cash ~~considering legal frameworks on AI~~flow. ~~Any failure or perceived failure by the Company to comply with such requirements could have an adverse impact on our business.~~

~~Anticipated~~Our ~~further~~loan ~~evolution~~and ofsecurity ~~regulations~~agreement onprovides ~~this~~our ~~topic~~lender ~~may~~with ~~substantially~~a ~~increase~~first-priority ~~the~~lien ~~penalties~~against tosubstantially ~~which~~all ~~we could be subject in the event~~ of ~~any~~our ~~non-compliance.~~assets ~~Compliance with these laws is challenging, constantly evolving,~~ and ~~time~~contains ~~consuming~~restrictive ~~and~~covenants ~~federal~~which ~~regulators,~~could ~~state~~limit ~~attorneys~~our ~~general~~operational ~~and~~flexibility ~~plaintiff’s attorneys have been~~ and ~~will~~otherwise likely continue to be active in this space. We may incur substantial expense in complying with legal obligations to be imposed by new regulations and we may be required to make significant changes to our solutions and expanding business operations, all of which may adversely affect our ~~results~~financial ~~of operations~~condition.

24Our loan and security agreement under our revolving credit facility contains a number of covenants that limit our ability to incur debt, grant liens, make acquisitions, undergo a change in control, make investments, make certain dividends or distributions, repurchase or redeem stock, dispose of or transfer assets, and enter into transactions with affiliates. Our loan and security agreement is secured by substantially all of our assets. The terms of our loan and security agreement may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions. Additionally, if we incur debt under the facility in the future, our obligations to repay principal and interest on our indebtedness make us vulnerable to economic or market downturns. As of June 30, 2025, we had no outstanding loan balance under this facility.

~~Table~~Our failure to comply with the covenants or payment requirements, or other events specified in our loan and security agreement, could result in an event of ~~Contents~~default and our lender may accelerate our obligations under our loan and security agreement and foreclose upon the collateral, or we may be forced to sell assets, restructure our indebtedness, or seek additional equity capital, which would dilute our stockholders’ interests. Our failure to comply with any covenant could result in an event of default under the agreement and the lender could make the entire debt immediately due and payable. If this occurs, we might not be able to repay our debt or borrow sufficient funds to refinance it. Even if new financing is available, it may not be on terms that are acceptable to us. Any of the foregoing could adversely affect our business, financial condition, or results of operations.

~~Assertions~~Our ~~against~~ability ~~us,~~to bysell ~~third~~and ~~parties~~renew ~~alleging~~our ~~infringement~~solutions oris ~~other~~dependent ~~violation~~in part on the quality of ~~their~~our ~~intellectual~~implementation ~~property~~services ~~rights~~and technical support services and the implementation services provided by our partners, ~~could~~and ~~result~~our infailure ~~significant~~to ~~costs~~offer high-quality implementation services or technical support services or our partners’ failure to offering high-quality implementation services could damage our reputation and ~~substantially~~adversely ~~harm~~affect our ~~business~~ability to sell our solutions to new clients and ~~results~~renew ofagreements ~~operations~~with our existing clients.

~~The~~Our ~~software~~solutions ~~industry~~are iscomplex ~~characterized~~and byare ~~the~~used ~~existence~~in of a ~~large~~wide ~~number~~variety of ~~patents~~environments. Our revenues and ~~frequent~~profitability ~~claims~~depend ~~and~~in ~~related~~part ~~litigation~~on ~~regarding~~the ~~patents~~reliability and ~~other~~performance ~~intellectual~~of ~~property~~our ~~rights.~~implementation ~~In particular~~services, ~~leading~~training ~~companies~~services inand ~~the~~technical ~~software~~support ~~industry~~services, ~~own~~some ~~large~~of ~~numbers~~which ofare ~~patents,~~provided ~~copyrights,~~through ~~trademarks,~~partners ~~and~~that ~~trade~~can ~~secrets,~~provide ~~which~~services ~~they~~for ~~may~~our ~~use~~solutions to ~~assert~~clients. ~~claims~~If ~~against~~our ~~us.~~implementation ~~From~~services ~~time~~are ~~to time~~unavailable, ~~third~~or ~~parties~~clients ~~holding~~are ~~such~~dissatisfied ~~intellectual~~with ~~property~~our ~~rights,~~or ~~including~~our ~~leading~~partners’ ~~companies~~performance, ~~competitors,~~we ~~patent~~could ~~holding~~lose ~~companies~~clients, our revenues and/ profitability would decrease and our business operations or ~~non-practicing~~financial ~~entities,~~position ~~may~~could ~~assert~~be ~~patent,~~harmed. ~~copyright~~Additionally, ~~trademark~~if orour ~~other~~solutions ~~intellectual~~are ~~property~~not ~~claims~~used ~~against~~correctly usor as intended, inadequate performance may result. Because our clients rely on our solutions to manage a wide range of operations, a failure to properly train clients on how to efficiently and ~~partners~~effectively use our solutions, ~~and~~could ~~those~~result ~~from~~in ~~whom~~negative publicity or legal claims against us. As we ~~license~~grow ~~technology~~internationally, we may face additional challenges and ~~intellectual~~costs ~~property~~in delivering implementation services and training in languages other than English.

Although we believe that our solutions do not infringe upon the intellectual property rights of third parties, we cannot assure that third parties will not assert infringement or misappropriation claims against us with respect to current or future solutions, or that any such assertions will not require us to enter into royalty arrangements or result in costly litigation, or result in us being unable to use certain intellectual property. Infringement assertions from third parties may involve patent holding companies or other patent owners who have no relevant product revenues, and therefore our own issued and pending patents may provide little or no deterrence to these patent owners in bringing intellectual property rights claims against us. The intellectual property ownership and license rights, including without limitation copyright, surrounding AI technologies generally, and generative AI technologies specifically, has not been fully addressed by courts or applicable laws or regulations. Further, the use or adoption of third-party AI technologies, including generative AI technologies, into our products and services may result in exposure to claims of copyright infringement or other intellectual property-related causes of action.24

IfTable ~~we are forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out~~ of court, or are determined in our favor, we may be required to expend significant time and financial resources on the defense of such claims. Regardless of the merits or eventual outcome, such a claim could harm our brand and business. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property; cease making, licensing or using our solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies or works; and indemnify our partners, clients and other third parties. Any of these events could seriously harm our business, results of operations, and financial condition. Contents

Unexpected delays and difficulties can occur as clients implement and test our solutions. Implementing our solutions typically involves integration with our clients’ and third-party’s systems, as well as adding client and third-party data to our platform. This can be complex, time consuming, and expensive for our clients and can result in delays in the implementation of our solutions. We also provide our clients with upfront estimates regarding the duration, resources and costs associated with the implementation of our solutions. Failure to ~~protect~~meet these upfront estimates and the expectations of our ~~intellectual~~clients ~~property~~for the implementation of our solutions could ~~substantially~~result ~~harm~~in a loss of clients and negative publicity about us and our ~~business~~solutions and implementation services. Such failure could result from deficiencies in our solution capabilities or inadequate professional service engagements performed by us, our partners or our clients’ employees, the latter two of which are beyond our direct control. Time-consuming implementations may also increase the amount of services personnel we must allocate to each client, thereby increasing our costs and consequently the cost to our clients and adversely affecting our business, results of operations, and financial condition.

~~Our~~Once ~~success~~our ~~depends~~solutions inare ~~part~~implemented and integrated with our clients’ existing IT investments and data, our clients may depend on our ~~ability~~technical support services to ~~enforce~~resolve any issues relating to our solutions. High-quality support is critical for the continued successful marketing and ~~defend~~sale of our ~~intellectual~~solutions ~~property~~and ~~rights~~renewal of contracts. WeIn ~~rely~~addition, ~~upon~~as awe ~~combination~~continue ofto ~~trademark~~expand our operations internationally, ~~trade~~our ~~secret~~support organization will face additional challenges, ~~copyright~~including those associated with delivering support in languages other than English. Many enterprise clients require higher levels of support than smaller clients. If we fail to meet the requirements of our larger clients, ~~patent~~it may be more difficult to sell additional solutions and implementation services to these clients, a key group for the growth of our revenues and ~~unfair~~profitability. ~~competition~~The ~~laws~~implementation, asprovision ~~well~~and assupport ~~license~~of our solutions also creates the risk of significant liability claims against us. Our subscription arrangements with our clients contain provisions designed to limit our exposure to potential liability claims. It is possible, however, that the limitation of liability provisions contained in such agreements may not be enforced as a result of international, federal, state and ~~other~~local ~~contractual~~laws ~~provisions~~or ordinances or unfavorable judicial decisions. Breach of warranty or damage liability, toor doinjunctive sorelief resulting from such claims, could harm our results of operations and financial condition.

In ~~the~~addition, ~~future~~as we ~~may~~further ~~file~~expand ~~patent~~our ~~applications~~solutions, ~~related~~our toimplementation ~~certain~~services ofand ~~our~~support ~~innovations.~~organization Wewill doface ~~not~~new ~~know~~challenges, ~~whether~~including ~~those~~hiring, ~~patent~~training ~~applications~~and ~~will~~integrating ~~result~~a inlarge ~~the~~number ~~issuance~~ of anew ~~patent~~implementation orservices ~~whether~~personnel ~~the~~with ~~examination~~experience ~~process~~in ~~will~~delivering ~~require~~high-quality ussupport tofor ~~narrow~~ our ~~claims~~solutions. InAlleviating ~~addition,~~any weof ~~may~~these ~~not~~problems ~~receive~~could ~~competitive~~require ~~advantages~~significant ~~from~~expenditures ~~the~~which ~~rights~~could ~~granted~~adversely ~~under~~affect our ~~patents~~results ~~and~~of ~~other~~operations ~~intellectual property. Our existing patents~~ and ~~any~~growth ~~patents~~prospects. ~~granted~~Further, toas ~~us or that~~ we ~~otherwise~~continue ~~acquire~~to inrely ~~the~~on ~~future,~~our ~~may~~partners beto ~~contested,~~provide ~~circumvented~~implementation ~~or invalidated,~~ and weon-going ~~may~~services, ~~not~~our beability ~~able~~ to ~~prevent~~ensure ~~third~~a ~~parties~~high ~~from~~level ~~infringing these patents. Therefore, the extent~~ of ~~the~~quality ~~protection~~in ~~afforded~~addressing byclient ~~these~~issues ~~patents~~will ~~cannot~~ be ~~predicted with certainty~~diminished. InIf ~~addition,~~our ~~given~~partners ~~the~~fail ~~costs,~~to ~~effort,~~meet ~~risks,~~such ~~and~~commitments ~~downside~~or ofdo ~~obtaining~~not ~~patent~~commit ~~protection,~~sufficient ~~including~~or ~~the~~qualified ~~requirement~~resources to ~~ultimately~~these ~~disclose the invention to the public~~activities, weour ~~may~~clients ~~choose~~will ~~not~~be toless ~~seek~~satisfied, ~~patent~~be ~~protection~~less ~~for~~supportive ~~certain~~with ~~innovations; however~~references, ~~such~~or ~~patent~~may ~~protection~~require ~~could~~the ~~later~~investment ~~prove~~of toour beresources ~~important~~at todiscounted ~~our business~~rates.

WeOur ~~also~~sales ~~rely~~are dependent on ~~several~~our ~~registered~~business reputation and ~~unregistered~~on ~~trademarks~~positive torecommendations ~~protect~~from our ~~brand~~existing clients. ~~Nevertheless~~Accordingly, ~~competitors~~if ~~may~~we ~~adopt service names similar to ours,~~ or ~~purchase~~ our ~~trademarks~~partners ~~and~~do ~~confusingly~~not ~~similar~~effectively ~~terms~~assist asour ~~keywords~~clients in ~~Internet~~implementing ~~search~~our ~~engine advertising programs~~solutions, ~~thereby~~train ~~impeding~~ our ~~ability~~clients toin ~~build~~the ~~brand~~use ~~identity~~of ~~and~~our ~~possibly~~solutions, ~~leading~~succeed ~~to confusion~~ in ~~the~~helping ~~marketplace.~~our Inclients ~~addition,~~quickly ~~there~~resolve ~~could~~post-implementation beissues, ~~potential~~our ~~trade~~ability ~~name~~to orsell ~~trademark~~additional ~~infringement~~solutions ~~claims~~and ~~brought~~implementation byservices ~~owners~~to ofexisting ~~other~~clients ~~registered~~would ~~trademarks~~be oradversely ~~trademarks~~affected ~~that~~and ~~incorporate variations of~~ our ~~trademarks.~~reputation ~~Any~~with ~~claims~~potential orclients ~~client~~could ~~confusion~~be ~~related~~damaged, towhich ~~our trademarks~~ could ~~damage~~have ~~our~~a ~~reputation~~material ~~and~~adverse ~~brand~~effect ~~and~~on ~~substantially harm~~ our business, ~~and~~ results of operations, financial condition, and growth prospects.

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WeReal attempt to protect our intellectual property, technology and confidential information by generally requiring our employees and consultants to enter into confidentiality and assignment of inventions agreements and third parties to enter into nondisclosure agreements, all of which offer only limited protection. These agreements may not effectively prevent unauthorized use or ~~disclosure~~perceived oferrors ~~our confidential information, intellectual property,~~ or ~~technology~~failures ~~and may not provide an adequate remedy~~ in ~~the event of unauthorized use or disclosure of~~ our ~~confidential~~solutions ~~information,~~may ~~intellectual~~affect ~~property or technology. Despite~~ our ~~efforts to protect our confidential information~~reputation, ~~intellectual~~cause ~~property,~~us ~~and technology, unauthorized third parties may gain access~~ to ~~our~~lose ~~confidential~~clients ~~proprietary information, develop~~ and ~~market~~reduce ~~solutions~~sales ~~similar to ours, or use trademarks similar to ours, any of~~ which ~~could~~may ~~materially~~ harm our business and results of operations. In addition, others may independently discover our trade secrets and confidential information, and in such cases, we could not assert any trade secret rights against such parties. Existing United States federal, state and international intellectual property laws offer only limited protection. The laws of some foreign countries do not protect our intellectual property rights to as great an extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as governmental agencies and private parties in the United States. Moreover, policing our intellectual property rights is difficult, costly and may not always be effective. In addition, the availability of copyright protection and other legal protections for intellectual property generated by certain new technologies, such as generative AI, is uncertain. The use of generative AI and other forms of AI may expose us to risks because the intellectual property ownership and license rights, including copyright, of generative and other AI output has not been fully settled in the United States or abroad.

~~From~~As ~~time~~with toall ~~time~~software solutions, ~~legal~~undetected ~~action~~errors byor usfailures may beexist ~~necessary~~or tooccur, ~~enforce~~especially ~~our~~when ~~patents~~solutions ~~and~~are ~~other~~first ~~intellectual~~introduced ~~property~~or ~~rights,~~when tonew ~~protect~~versions ~~our~~are ~~trade secrets~~released, toimplemented ~~determine the validity and scope of the intellectual property rights of others~~ or tointegrated ~~defend~~into ~~against~~other ~~claims of infringement or invalidity~~systems. ~~Even~~Our ifsoftware wesolutions are ~~successful~~often ininstalled ~~defending~~and ~~our~~used ~~claims, litigation could result~~ in ~~substantial~~large-scale ~~costs~~computing ~~and~~environments ~~diversion~~with ofdifferent ~~resources~~third-party ~~and~~applications ~~could~~operating ~~negatively affect our business~~systems, ~~reputation,~~system ~~results~~management ofsoftware ~~operations,~~ and ~~financial~~equipment ~~condition.~~and Tonetworking ~~the extent that we seek to enforce our rights~~configurations, wewhich ~~could~~may because ~~subject~~errors toor ~~claims~~failures ~~that~~in anour ~~intellectual~~solutions ~~property~~or ~~right~~may isexpose ~~invalid~~undetected errors, ~~otherwise not enforceable~~failures, or isbugs ~~licensed~~in toour ~~the~~solutions. ~~party~~Despite ~~against~~testing ~~whom~~by us, we ~~are~~may ~~pursuing~~not aidentify ~~claim.~~all Inerrors, ~~addition~~failures, ~~our~~or ~~assertion~~bugs ~~of intellectual property rights may result~~ in ~~the~~new ~~other~~solutions ~~party~~or ~~seeking~~releases tountil ~~assert~~after ~~alleged~~commencement ~~intellectual~~of ~~property~~commercial ~~rights~~sales or ~~assert~~installation. ~~other~~In ~~claims~~the ~~against us~~past, ~~which~~we ~~could~~have ~~harm~~discovered ~~our~~errors, ~~business.~~failures, Ifand webugs ~~are~~in ~~not~~some ~~successful~~of inour ~~defending~~solutions ~~such~~after ~~claims~~their inintroduction. ~~litigation,~~We we may not be able to ~~sell~~fix orerrors, ~~license~~failures, aand ~~particular~~bugs ~~solution~~without ~~due~~incurring tosignificant ancosts ~~injunction,~~ or wean ~~may~~adverse ~~have~~impact to ~~pay~~our ~~damages~~business. ~~that~~We ~~could,~~believe inthat ~~turn,~~our ~~harm~~reputation ~~our~~and ~~results~~name ofrecognition ~~operations.~~are Incritical ~~addition,~~factors ~~governments~~in ~~may~~our ~~adopt~~ability ~~regulations,~~to orcompete ~~courts~~and ~~may~~generate ~~render~~additional ~~decisions,~~sales. ~~requiring~~Promotion ~~compulsory~~and ~~licensing~~enhancement of ~~intellectual~~our ~~property~~name towill ~~others,~~depend orlargely ~~governments~~on ~~may~~our ~~require~~success ~~that~~in ~~products~~continuing ~~meet~~to ~~specified~~provide ~~standards~~effective ~~that~~solutions ~~serve~~and ~~to favor local companies~~services. ~~Our~~The ~~inability~~occurrence toof ~~enforce~~errors in our ~~intellectual~~solutions ~~property~~or ~~rights~~the ~~under~~detection ~~these~~of ~~circumstances~~bugs ~~may~~by ~~harm~~ our ~~competitive~~clients ~~position~~may ~~and~~damage our ~~business.~~reputation Ifin wethe ~~are~~market ~~unable~~and ~~to protect~~ our ~~technology~~relationships ~~and~~with toour ~~adequately~~existing ~~maintain~~clients, and ~~protect~~as ~~our~~a ~~intellectual property rights~~result, we may ~~find~~be ~~ourselves~~unable atto aattract ~~competitive~~or ~~disadvantage~~retain toclients. ~~others~~Any ~~who~~of ~~need~~these ~~not~~events ~~incur~~may result in the ~~additional~~loss ~~expense~~of, ~~time~~or ~~and~~delay ~~effort~~in, ~~required~~market toacceptance ~~create~~of ~~the~~our ~~innovative~~ solutions, ~~that~~which ~~have~~could ~~enabled~~seriously usharm toour besales, ~~successful~~results toof ~~date~~operations, and financial condition.

WeChanges ~~and~~in ~~our~~laws, ~~clients~~regulations, ~~rely~~or onguidance ~~technology~~issued ~~and~~by ~~intellectual~~supervisory ~~property~~authorities ofrelating ~~third~~to ~~parties,~~privacy ~~and~~or ~~any~~the ~~errors~~protection or ~~defects~~transfer inof personal data, or any ~~unavailability~~actual ~~of,~~or ~~such~~perceived ~~technology~~failure ~~and~~by ~~intellectual~~us ~~property~~to ~~could~~comply ~~limit~~with ~~the~~such ~~functionality~~laws, ofregulations, ~~our~~or ~~solutions~~guidance, ~~and~~could ~~disrupt~~adversely affect our business and could subject us to liability, fines and reputational harm.

WeData ~~use~~protection ~~technology~~and privacy legislation, enforcement and ~~intellectual~~policy ~~property~~activity ~~licensed~~are ~~from~~rapidly ~~unaffiliated~~expanding ~~third~~in ~~parties~~the ~~internally~~United States and around the world and creating a complex compliance environment and the potential for high profile negative publicity in ~~certain~~the event of ~~our~~any ~~solutions,~~noncompliance ~~and~~or wedata ~~may~~breach. ~~license~~We ~~additional~~are ~~third-party~~subject ~~technology~~to many privacy and ~~intellectual~~data ~~property~~protection laws and regulations in the ~~future.~~United WeStates ~~have~~and ~~experienced~~around the world, some of which place restrictions on our ability to process and ~~may~~store ~~continue~~personal data across our business. For example, in Europe Regulation (EU) 2016/679 (GDPR) imposes requirements relating to, ~~experience~~among other things, ~~errors~~consent orto ~~defects~~process personal data of individuals, the information provided to individuals regarding the processing of their personal data, rights which may be exercised by individuals, the security and confidentiality of personal data, and notifications in ~~this~~the event of data breaches and use of third-party ~~technology~~processors. ~~and~~The ~~intellectual~~GDPR ~~property~~imposes ~~that~~substantial ~~result~~fines infor ~~errors~~breaches ~~that~~of ~~could~~data ~~harm~~protection ~~our~~requirements, ~~brand~~which ~~and~~can ~~business~~be up to four percent of the worldwide revenues or 20 million euros, whichever is greater. InDespite ~~addition~~the U.K.’s exit from the E.U., ~~licensed~~the ~~technology~~U.K. ~~and~~still ~~intellectual~~also ~~property~~has laws equivalent to the GDPR/EU data protection laws. We may ~~not~~experience hesitancy, reluctance, or refusal by European or multi-national clients to continue to beuse ~~available~~some onof ~~commercially~~our ~~reasonable~~services ~~terms,~~due orto atthe ~~all.~~potential ~~The~~risk ~~loss~~exposure of personal data transfers and the ~~right~~current data protection obligations imposed on them by certain data protection authorities. Such clients may also view any alternative approaches to ~~license~~the transfer of any personal data as being too costly, too burdensome, or otherwise objectionable, and ~~distribute~~therefore ~~this~~may ~~third-party~~decide ~~technology~~not ~~could~~to ~~limit~~do business with us if the ~~functionality~~transfer of ~~our~~personal ~~solutions~~data ~~and~~is ~~might~~a necessity or may require usthat our employees who are providing services to ~~redesign~~them be based in the European Union/UK which could increase our ~~solutions~~costs in providing such services. InUncertainty ~~some~~about ~~cases,~~compliance wewith ~~receive~~the ~~subscription~~GDPR ~~fees~~and ~~from~~EU data protection laws remains, with the ~~provision~~possibilities that data protection authorities located in different EU Member States may interpret GDPR differently, or requirements of ~~such~~national ~~third-party~~laws ~~technology~~may tovary ~~our~~between ~~clients~~the EU Member States, or guidance on GDPR and compliance practices may be often updated or otherwise revised. Any of these events will increase the ~~loss~~complexity and costs of processing personal data in the ~~right~~UK toor ~~distribute~~European ~~such~~Economic ~~technology~~Area ~~could~~or ~~negatively~~concerning ~~impact~~individuals ~~revenues~~located in the UK or European Economic Area (“EEA”).

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WeUnder ~~agree~~GDPR, transfers of personal data to ~~indemnify~~countries ~~clients~~outside of the European Economic Area that have not been determined by the European Commission to provide adequate protections for personal data, including the United States, are prohibited unless certain transfer mechanisms are used. Switzerland and the U.K. have similar restrictions. However, such mechanisms are subject to consistent scrutiny and challenge. A decision of the Court of Justice of the European Union in July 2020 invalidated the EU-U.S. Privacy Shield Framework, a means that previously permitted transfers of personal data from the EEA to companies in the United States that certified adherence to the Privacy Shield Framework. While the United States and EU have put in place a new framework to replace the Privacy Shield Framework, the EU-U.S. Data Privacy Framework, this framework is already subject to challenge in the Court of Justice of the European Union, so there can be no assurance that it will not be invalidated, repealed or otherwise modified in the future. There are also Swiss and U.K. extensions to the EU-U.S. Data Privacy Framework. In addition, that same Court of Justice of the European Union decision also cast doubt on the use of a prior form of standard contractual clauses that are the other ~~third~~commonly ~~parties~~used mechanism to transfer personal data outside of the EEA/U.K. In the U.K. and the EEA, ~~which~~there ~~exposes~~are usnow updated form versions of standard contractual clauses and a need to ~~substantial~~conduct ~~potential~~a ~~liability~~transfer risk assessment in accordance with applicable guidance. With respect to personal data transfers from the EU to the U.K. and U.K. to the EU, there are adequacy decisions in place meaning personal data can transfer freely for the time being. Given the consistent scrutiny and challenge to data transfers, further changes to how data transfers to and from the European Union and other jurisdictions are regulated could impact how we provide services to our clients in relevant jurisdictions.

~~Our~~The ~~agreements~~CCPA ~~with~~imposes ~~clients,~~requirements ~~suppliers~~relating to how companies may collect, ~~partners~~use and ~~other~~process ~~third~~personal ~~parties~~information ~~may~~relating ~~include~~to ~~indemnification~~California orresidents. The CCPA establishes a privacy framework for covered businesses such as ours by, among other ~~provisions~~things, ~~under~~creating ~~which~~an weexpanded ~~agree~~definition toof ~~indemnify~~personal orinformation, ~~otherwise~~establishing benew ~~liable~~data toprivacy ~~them~~rights for ~~losses~~California ~~suffered~~residents orand ~~incurred~~creating a new and potentially severe statutory damages framework for violations of the CCPA, as well as potentially severe statutory damages and private a ~~result~~right of ~~claims~~action ofagainst ~~intellectual~~businesses ~~property~~that ~~infringement,~~suffer ~~damages~~a ~~caused~~data bysecurity usbreach due to ~~property~~their orviolation ~~persons,~~of a duty to implement reasonable security procedures and ~~other~~practices. ~~liabilities~~This ~~relating~~private toright orof ~~arising~~action ~~from~~may ~~our~~increase ~~software~~the likelihood of, ~~services~~and risks associated with, ~~acts~~data orbreach ~~omissions~~litigation. ~~The~~In ~~term~~addition, ofin ~~these~~November ~~contractual~~2020, ~~provisions~~California ~~often~~voters ~~survives~~adopted ~~termination~~the orCPRA, ~~expiration~~which ofenhances and strengthens regulatory requirements and individual protections that currently exist under the ~~applicable~~CCPA. ~~agreement~~Since the CRPA took effect in January 2023, the California Privacy Protection Agency (CPPA) has commenced formal rulemaking activities to update existing CCPA regulations, implement regulations for certain businesses to conduct risk assessments and conduct annual cybersecurity audits. ~~Large~~Numerous ~~indemnity~~other ~~payments~~states have enacted or ~~damage~~are ~~claims~~considering ~~from~~enacting ~~contractual~~similar ~~breach~~privacy ~~could~~laws, ~~harm~~further complicating our ~~business,~~privacy ~~results~~compliance obligations through the introduction of ~~operations,~~increasingly ~~and~~disparate ~~financial~~requirements ~~condition~~across the various U.S. ~~Although~~jurisdictions in ~~some~~which ~~cases~~ we ~~contractually~~operate. ~~limit~~Congress ~~our~~is ~~liability~~also ~~with~~considering ~~respect~~legislation tothat may preempt some or all of such ~~obligations~~U.S. state privacy laws, webut dowhich ~~not~~may ~~always~~also doprovide soa more expansive private right of action for privacy claims than exists under current state laws. Further, ~~and~~privacy class actions in the ~~future~~United weStates ~~may~~are ~~still~~on ~~incur~~the ~~substantial~~rise, ~~liability~~with ~~related~~cases tobeing ~~them~~filed based on pre-digital age state and federal laws. ~~Any~~The ~~dispute~~evolving ~~with~~complexity aof ~~client~~privacy ~~with~~and ~~respect~~data tosecurity ~~such~~legislation ~~obligations~~in ~~could~~the ~~have~~United ~~adverse~~States ~~effects~~may oncomplicate our ~~relationship~~compliance ~~with~~efforts ~~that~~and ~~client~~further increase our risk of regulatory enforcement, penalties and litigation. The uncertainty and changes in the requirements of California and other ~~current~~jurisdictions, including potential federal legislation regarding data privacy that may impose requirements and ~~prospective~~potentially ~~clients~~preempt state data privacy rules, ~~reduce~~may ~~demand~~increase ~~for~~the cost of compliance, restrict our ~~solutions~~ability to offer services in certain locations or subject us to sanctions by national, regional, state, local and international data protection regulators, all of which could harm our business, results of operations, ~~and~~or financial condition.

~~If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.~~27

AsTable ~~a public company we are subject to various requirements pursuant to the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules~~ of the SEC, the listing requirements of the Nasdaq Global Select Market, and other applicable securities rules and regulations, including requirements relating to disclosure controls and procedures, internal control over financial reporting and corporate governance practices. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Our disclosure controls and other procedures are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.Contents

~~Our~~Although ~~current~~we ~~controls~~take reasonable efforts to comply with all applicable laws and ~~any~~regulations ~~new~~and ~~controls~~have invested and continue to invest human and technology resources into data privacy compliance efforts, there can be no assurance that we ~~develop~~will ~~may~~not ~~become~~be ~~inadequate~~subject ~~because~~to ofregulatory ~~changes~~action, inincluding ~~conditions~~fines, in ~~our~~the ~~business~~event of an incident or other claim. ~~Further~~Data protection laws and requirements may also be enacted, ~~weaknesses~~interpreted or applied in ~~our~~a ~~disclosure~~manner ~~controls~~that ~~and~~creates ~~internal~~inconsistent ~~control~~or ~~over~~contradictory ~~financial~~requirements ~~reporting~~on ~~may~~companies that operate across jurisdictions. We or our third-party service providers could be ~~discovered~~adversely inaffected ~~the~~if ~~future.~~legislation ~~Any~~or ~~failure~~regulations are expanded to ~~develop~~require changes in our or ~~maintain~~our ~~effective~~third-party ~~controls~~service providers’ business practices or ~~any~~if ~~difficulties~~governing ~~encountered~~jurisdictions ininterpret or implement their ~~implementation~~legislation or ~~improvement~~regulations ~~could~~in ~~harm~~ways that negatively affect our or our third-party service providers’ business, results of operations or ~~cause~~financial uscondition. For example, the European Union’s Data Act (the “EU Data Act”), which takes effect in September 2025, expands data access and exportability rights to ~~fail~~users based in the EU. Additionally, for example, we may find it necessary to ~~meet~~establish ~~our~~alternative ~~reporting~~systems ~~obligations~~to maintain personal data originating from the European Union in the European Economic Area, which may involve substantial expense and may ~~result~~cause inus ato ~~restatement~~divert resources from other aspects of our ~~financial~~business, ~~statements~~all ~~for~~of ~~prior~~which ~~periods~~may adversely affect our results from operations. ~~Ineffective~~Data ~~disclosure~~protection ~~controls~~legislation and ~~procedures~~regulatory and ~~internal~~contractual ~~control~~requirements ~~over~~could ~~financial~~hamper ~~reporting~~our ~~could~~ability ~~also~~to ~~cause~~use ~~investors~~data to ~~lose~~train ~~confidence~~our artificial intelligence algorithms. Any inability to adequately address privacy concerns in connection with our ~~reported~~solutions, ~~financial~~or ~~and~~to ~~other~~comply ~~information~~with applicable privacy or data protection laws, ~~which~~regulations and policies, could ~~have~~result ain ~~negative~~additional ~~effect~~cost onand ~~the~~liability ~~trading~~to ~~price~~us, ofand adversely affect our ~~common~~ability ~~stock~~to offer our solutions. InFurther, ~~addition~~countries are applying their data protection laws to AI, ifand weparticularly generative AI, and are ~~unable~~considering legal frameworks on AI. For example, the EU AI Act, with certain provisions taking effect beginning in 2025, establishes such a framework within the EU. These evolving regulations, including but not limited to the CPPA’s proposed rulemaking, the EU Data Act and EU AI Act, will continue to ~~meet~~have ~~these~~broad ~~requirements~~impact on the information technology, wedata ~~may~~privacy, ~~not~~and besecurity ~~able~~landscape. Any failure or perceived failure to ~~remain~~comply ~~listed~~with such requirements could have an adverse impact on ~~Nasdaq~~our business.

WeAnticipated ~~are~~further ~~required~~evolution toof ~~comply~~regulations ~~with~~on ~~the~~this ~~SEC~~topic ~~rules~~may ~~that~~substantially ~~implement~~increase ~~Section 404 of~~ the ~~Sarbanes-Oxley~~penalties ~~Act and are required~~ to ~~provide~~which anwe ~~annual~~could ~~management~~be ~~report~~subject ~~on,~~in ~~among other things,~~ the ~~effectiveness~~event of ~~our~~any ~~internal~~non-compliance. ~~control~~Compliance ~~over~~with ~~financial~~these ~~reporting,~~laws asis ~~well~~challenging, asconstantly aevolving, ~~statement~~and ~~that~~time ~~our~~consuming ~~independent~~and ~~registered~~federal ~~public~~regulators, ~~accounting~~state ~~firm~~attorneys ~~has~~general ~~issued~~and anplaintiff’s ~~opinion~~attorneys onhave ~~our~~been ~~internal~~and ~~control~~will ~~over~~likely ~~financial reporting. We expect to~~ continue to ~~incur~~be ~~significant~~active ~~expenses~~in ~~and~~this ~~to continue to devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act~~space. We may inincur ~~the~~substantial ~~future,~~expense ~~identify~~in ~~deficiencies~~complying ~~and~~with belegal ~~unable~~obligations to ~~remediate~~be ~~them~~imposed ~~before~~by wenew ~~must~~regulations ~~provide~~and ~~the required reports. Furthermore, if~~ we ~~have a material weakness in our internal control over financial reporting, we~~ may ~~not detect errors on a timely basis and our financial statements may~~ be ~~materially~~required ~~misstated. If we are unable~~ to ~~assert~~make ~~that~~significant ~~our~~changes ~~internal control over financial reporting is effective, or if our independent registered public accounting firm is unable~~ to ~~express an unqualified opinion on the effectiveness of~~ our ~~internal~~solutions ~~control,~~and ~~including~~expanding asbusiness aoperations— ~~result~~all of ~~any identified material weakness, we could lose investor confidence in the accuracy and completeness of our financial reports~~ which ~~could~~may ~~cause~~adversely aaffect ~~decline in the price of~~ our ~~common~~results stock. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including those related to executive compensation, human capital, climate change, and other ESG-focused disclosures, may result in increased general and administrative expenses and a diversion of ~~management's time and attention from revenue-generating activities to compliance activities~~operations.

27Assertions against us, by third parties alleging infringement or other violation of their intellectual property rights, could result in significant costs and substantially harm our business and results of operations.

~~Table~~The software industry is characterized by the existence of ~~Contents~~a large number of patents and frequent claims and related litigation regarding patents and other intellectual property rights. In particular, leading companies in the software industry own large numbers of patents, copyrights, trademarks, and trade secrets, which they may use to assert claims against us. From time to time, third parties holding such intellectual property rights, including leading companies, competitors, patent holding companies, and/or non-practicing entities, may assert patent, copyright, trademark or other intellectual property claims against us, our clients, and partners, and those from whom we license technology and intellectual property.

~~Our~~Although ~~international~~we ~~sales~~believe ~~and~~that ~~operations~~our ~~subject~~solutions do not infringe upon the intellectual property rights of third parties, we cannot assure that third parties will not assert infringement or misappropriation claims against us with respect to ~~additional~~current ~~risks~~or future solutions, or that ~~can~~any ~~adversely~~such ~~affect~~assertions will not require us to enter into royalty arrangements or result in costly litigation, or result in us being unable to use certain intellectual property. Infringement assertions from third parties may involve patent holding companies or other patent owners who have no relevant product revenues, and therefore our ~~business~~own issued and pending patents may provide little or no deterrence to these patent owners in bringing intellectual property rights claims against us. The intellectual property ownership and license rights, ~~results~~including ofwithout ~~operations~~limitation copyright, surrounding AI technologies generally, and ~~financial~~generative ~~condition~~AI technologies specifically, has not been fully addressed by courts or applicable laws or regulations. Further, the use or adoption of third-party AI technologies, including generative AI technologies, into our products and services may result in exposure to claims of copyright infringement or other intellectual property-related causes of action.

We sell our solutions to clients located outside the United States, and we are continuing to expand our international operations as part of our growth strategy. Our current international operations and our plans to expand our international operations subject us to a variety of risks, including: 28

~~increased~~Table ~~management,~~of ~~travel, infrastructure, and legal compliance costs associated with having multiple international operations;~~ Contents

~~unique~~If ~~terms~~we ~~and~~are ~~conditions~~forced to defend against any infringement or misappropriation claims, whether they are with or without merit, are settled out of court, or are determined in ~~contract~~our ~~negotiations~~favor, ~~desired~~we bymay ~~clients~~be required to expend significant time and financial resources on the defense of such claims. Regardless of the merits or eventual outcome, such a claim could harm our brand and business. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property; cease making, licensing or using our solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in ~~foreign~~order ~~countries~~to obtain the right to use necessary technologies or works; and indemnify our partners, clients and other third parties. Any of these events could seriously harm our business, results of operations, and financial condition.

~~longer~~Failure ~~payment~~to ~~cycles~~protect ~~and~~our ~~difficulties~~intellectual inproperty ~~enforcing~~could ~~contracts~~substantially harm our business and ~~collecting~~results ~~accounts~~of ~~receivable;~~operations.

~~the~~Our ~~need~~success depends in part on our ability to ~~localize~~enforce and defend our ~~solutions~~intellectual property rights. We rely upon a combination of trademark, trade secret, copyright, patent, and ~~store~~unfair ~~data~~competition ~~locally~~laws, ~~for~~as ~~international~~well ~~clients;~~as license agreements and other contractual provisions, to do so.

~~lack~~In the future we may file patent applications related to certain of ~~familiarity~~our ~~with~~innovations. We do not know whether those patent applications will result in the issuance of a patent or whether the examination process will require us to narrow our claims. In addition, we may not receive competitive advantages from the rights granted under our patents and ~~unexpected~~other ~~changes~~intellectual property. Our existing patents and any patents granted to us or that we otherwise acquire in ~~foreign~~the ~~regulatory~~future, ~~requirements~~may be contested, circumvented or invalidated, and we may not be able to prevent third parties from infringing these patents. Therefore, the extent of the protection afforded by these patents cannot be predicted with certainty. In addition, given the costs, effort, risks, and downside of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, we may choose not to seek patent protection for certain innovations; however, such patent protection could later prove to be important to our business.

~~increased~~We ~~exposure~~also rely on several registered and unregistered trademarks to ~~fluctuations~~protect our brand. Nevertheless, competitors may adopt service names similar to ours, or purchase our trademarks and confusingly similar terms as keywords in ~~currency~~Internet ~~exchange~~search ~~rates;~~engine advertising programs, thereby impeding our ability to build brand identity and possibly leading to confusion in the marketplace. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our trademarks. Any claims or client confusion related to our trademarks could damage our reputation and brand and substantially harm our business and results of operations.

~~levels~~We attempt to protect our intellectual property, technology and confidential information by generally requiring our employees and consultants to enter into confidentiality and assignment of ~~inflation~~inventions agreements and third parties to enter into nondisclosure agreements, all of which offer only limited protection. These agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property, or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property or technology. Despite our efforts to protect our confidential information, intellectual property, and technology, unauthorized third parties may gain access to our confidential proprietary information, develop and market solutions similar to ours, or use trademarks similar to ours, any of which could materially harm our business and results of operations. In addition, others may independently discover our trade secrets and confidential information, and in such cases, we could not assert any trade secret rights against such parties. Existing United States federal, state and international ~~economies;~~intellectual property laws offer only limited protection. The laws of some foreign countries do not protect our intellectual property rights to as great an extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as governmental agencies and private parties in the United States. Moreover, policing our intellectual property rights is difficult, costly and may not always be effective. In addition, the availability of copyright protection and other legal protections for intellectual property generated by certain new technologies, such as generative AI, is uncertain. The use of generative AI and other forms of AI may expose us to risks because the intellectual property ownership and license rights, including copyright, of generative and other AI output has not been fully settled in the United States or abroad.

the burdens and costs of complying with a wide variety of foreign laws and legal standards, including employment, tax, privacy, anticorruption, import/export, antitrust, data transfer, storage and protection, health and safety, and industry-specific laws and regulations; 29

~~compliance~~Table ~~with the U.S. Foreign Corrupt Practices Act~~ of ~~1977, as amended, the U.K. Bribery Act and other anti-corruption regulations, particularly in emerging market countries;~~ Contents

~~compliance~~From time to time, legal action by ~~international~~us ~~staff~~may ~~with~~be ~~accounting~~necessary ~~practices~~to ~~generally~~enforce ~~accepted~~our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the intellectual property rights of others or to defend against claims of infringement or invalidity. Even if we are successful in defending our claims, litigation could result in substantial costs and diversion of resources and could negatively affect our business, reputation, results of operations, and financial condition. To the ~~United~~extent ~~States~~that we seek to enforce our rights, ~~including~~we ~~adherence~~could be subject to claims that an intellectual property right is invalid, otherwise not enforceable, or is licensed to the party against whom we are pursuing a claim. In addition, our ~~accounting~~assertion ~~policies~~of intellectual property rights may result in the other party seeking to assert alleged intellectual property rights or assert other claims against us, which could harm our business. If we are not successful in defending such claims in litigation, we may not be able to sell or license a particular solution due to an injunction, or we may have to pay damages that could, in turn, harm our results of operations. In addition, governments may adopt regulations, or courts may render decisions, requiring compulsory licensing of intellectual property to others, or governments may require that products meet specified standards that serve to favor local companies. Our inability to enforce our intellectual property rights under these circumstances may harm our competitive position and ~~internal~~our ~~controls;~~business. If we are unable to protect our technology and to adequately maintain and protect our intellectual property rights, we may find ourselves at a competitive disadvantage to others who need not incur the additional expense, time and effort required to create the innovative solutions that have enabled us to be successful to date.

~~import~~We and ~~export~~our ~~license~~clients ~~requirements,~~rely ~~tariffs~~on technology and intellectual property of third parties, ~~trade~~and ~~agreements~~any errors or defects in, ~~taxes~~or any unavailability of, such technology and ~~other~~intellectual ~~trade~~property ~~barriers;~~could limit the functionality of our solutions and disrupt our business.

~~increased~~We ~~financial~~use ~~accounting~~technology and ~~reporting~~intellectual ~~burdens~~property licensed from unaffiliated third parties internally and ~~complexities;~~in certain of our solutions, and we may license additional third-party technology and intellectual property in the future. We have experienced, and may continue to experience, errors or defects in this third-party technology and intellectual property that result in errors that could harm our brand and business. In addition, licensed technology and intellectual property may not continue to be available on commercially reasonable terms, or at all. The loss of the right to license and distribute this third-party technology could limit the functionality of our solutions and might require us to redesign our solutions. In some cases, we receive subscription fees from the provision of such third-party technology to our clients, and the loss of the right to distribute such technology could negatively impact revenues.

~~weaker~~We ~~protection~~agree ofto ~~intellectual~~indemnify ~~property~~clients ~~rights~~and inother ~~some~~third ~~countries;~~parties, which exposes us to substantial potential liability.

~~multiple~~Our agreements with clients, suppliers, partners and ~~possibly~~other ~~overlapping~~third ~~tax~~parties ~~regimes;~~may include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, and other liabilities relating to or arising from our software, services, acts or omissions. The term of these contractual provisions often survives termination or expiration of the applicable agreement. Large indemnity payments or damage claims from contractual breach could harm our business, results of operations, and financial condition. Although in some cases we contractually limit our liability with respect to such obligations, we do not always do so, and in the future we may still incur substantial liability related to them. Any dispute with a client with respect to such obligations could have adverse effects on our relationship with that client and other current and prospective clients, reduce demand for our solutions, and harm our business, results of operations, and financial condition.

~~the~~If ~~application~~we offail ~~the~~to ~~respective~~maintain ~~local~~an ~~laws~~effective ~~and~~system ~~regulations~~of tointernal controls, our ~~business~~ability into ~~each~~produce oftimely ~~the~~and ~~jurisdictions~~accurate infinancial ~~which~~statements weor ~~operate~~comply ~~and~~with ~~associated~~applicable ~~legal~~regulations ~~expenses;~~could be impaired.

~~government~~Our ~~sanctions~~disclosure controls and other procedures are designed to ensure that ~~may~~information ~~interfere~~required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our ~~ability~~principal executive and financial officers. In order to ~~sell~~maintain ~~into~~and ~~particular~~improve ~~countries;~~the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

~~disruption~~We are required to provide an annual management report on, among other things, the effectiveness of our ~~operations~~internal ~~caused~~control byover ~~epidemics~~financial reporting, ~~pandemics~~as orwell ~~outbreaks;~~as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting. We expect to continue to incur significant expenses and to continue to devote substantial management effort toward ensuring compliance with the auditor

~~political, social, and economic instability abroad, including geopolitical and regional conflicts, terrorist attacks, and security concerns in general.~~ 30

~~Additionally,~~Table ~~we engage through third parties a significant number~~ of independent contractors abroad in our research and development efforts. Changes to foreign laws governing the definition or classification of such independent contractors, or judicial decisions regarding independent contractor classification could result in re-classification of such contractors as employees. Such reclassification could have an adverse effect on our business and results of operations, could require us to pay significant retroactive wages, taxes and penalties, and could force us to change our contractor business model in the foreign jurisdictions affected.Contents

Asattestation werequirements ~~continue~~of toSection ~~expand~~404 ~~our~~of ~~business~~the ~~globally~~Sarbanes-Oxley Act. We may in the future, ~~our~~identify ~~success~~deficiencies ~~will~~and ~~depend~~be unable to remediate them before we must provide the required reports. Furthermore, if we have a material weakness in ~~large~~our ~~part~~internal control over financial reporting, we may not detect errors on a timely basis and our ~~ability~~financial statements may be materially misstated. If we are unable to ~~anticipate~~assert ~~and~~that ~~effectively~~our ~~manage~~internal ~~these~~control ~~and~~over ~~other~~financial ~~risks~~reporting ~~associated~~is ~~with~~effective, or if our ~~international~~independent ~~operations.~~registered ~~Any~~public accounting firm is unable to express an unqualified opinion on the effectiveness of ~~these~~our ~~risks~~internal control, including as a result of any identified material weakness, we could ~~harm~~lose ~~our~~investor ~~international~~confidence ~~operations~~in the accuracy and ~~reduce~~completeness of our ~~international~~financial ~~sales,~~reports ~~adversely~~which ~~affecting~~could cause a decline in the price of our ~~business~~common stock. In addition, ~~results~~changing oflaws, ~~operations~~regulations, ~~financial~~and ~~condition~~standards relating to corporate governance and public disclosure, including those related to executive compensation, human capital, climate change, and ~~growth~~other ~~prospects.~~environmental, social and governance-focused disclosures, may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities.

28Our international sales and operations subject us to additional risks that can adversely affect our business, results of operations and financial condition.

~~Table~~We sell our solutions to clients located outside the United States, and we are continuing to expand our international operations as part of ~~Contents~~our growth strategy. Our current international operations and our plans to expand our international operations subject us to a variety of risks, including:

•

~~Some~~Increased ofmanagement, ~~our~~travel, ~~development~~infrastructure, ~~resources~~and ~~are~~legal ~~subject~~compliance tocosts ~~additional~~associated ~~risks~~with ~~inherent~~having inmultiple ~~foreign~~international operations,; ~~which could lead to interruptions in our development efforts or hamper our ability to maintain its solutions.~~

•

~~Prior~~Unique toterms ~~Russian military action against Ukraine, a majority of our research~~ and ~~development~~conditions ~~had been conducted through our facilities based~~ in Ukraine and our contractors’ facilities located in Belarus, Ukraine, and Russia. In addition to product development, our resources in the region also played a role in providing implementation services as well as support services for our solutions. After Russia’s invasion of Ukraine, we implemented contingency plans to ensure the continuity of our contract ~~research~~negotiations ~~and~~desired ~~development~~by ~~activity~~clients ~~which included ending activities~~ in ~~Belarus~~foreign ~~and~~countries; Russia and transitioning work to the European Union, U.K. and Americas. Political tensions or economic instability in the regions where we conduct operations could disrupt or delay our research and development operations or adversely affect the timeliness of new product delivery or maintenance and upgrades to existing products and solutions, which could harm our operations, financial conditions, sales and growth prospects. Disruptions in communications with these resources could also lead to periods of unavailability of our SaaS solutions, which could require us to provide credits or refunds to clients or lead to client cancellations.

•

~~Additionally,~~Longer wepayment ~~engage~~cycles ~~through third parties a significant number of independent contractors in our research~~ and ~~development~~difficulties ~~efforts. Changes to foreign laws governing the definition or classification of such independent contractors, or judicial decisions regarding independent contractor classification could result~~ in ~~re-classification~~enforcing ofcontracts ~~such contractors as employees. Such reclassification could have an adverse effect on our business~~ and ~~results~~collecting ofaccounts ~~operations,~~receivable; ~~could require us to pay significant retroactive wages, taxes and penalties, and could force us to change our contractor business model in the foreign jurisdictions affected.~~

•

IfNew weand ~~are~~evolving ~~unable~~regulations relating to ~~retain~~privacy ~~key~~and ~~members~~data ~~of our management team or attract~~security, ~~integrate~~data ~~and~~localization ~~retain additional executives~~ and ~~other~~the ~~skilled~~unauthorized ~~personnel~~use ~~we need to support our operations and growth~~of, weor ~~may~~access ~~be unable~~ to, ~~achieve~~commercial ~~our goals~~ and ~~our~~personal ~~business will suffer.~~ information;

•

~~Our~~Lack future success depends upon our ability to continue to attract, train, integrate and retain highly skilled employees, particularly those on our management team, including John Hall, our Chief Executive Officer and David Morton, our Chief Financial Officer, whose services are essential to the execution of ~~our~~familiarity corporate strategy and ensuring the continued operations and integrity of financial reporting within our company. Our management team is generally employed on an at-will basis, which means that these personnel could terminate their relationship with ~~us at any time. The loss of any member of our senior management team could significantly delay or prevent us from achieving our business~~ and~~/or~~ ~~development~~unexpected ~~objectives,~~changes ~~and~~in ~~could~~foreign ~~materially~~regulatory ~~harm~~requirements; ~~our business.~~

•

WeFailure ~~compete~~by ~~with~~our aclients ~~number of software and other technology companies~~ to ~~attract~~comply ~~and retain software developers~~ with ~~specialized~~local ~~experience~~laws ~~in designing, developing,~~ and ~~managing~~regulations ~~our~~applicable ~~solutions,~~to ~~including~~their ~~our cloud-based software~~businesses, assuch ~~well~~ as ~~for~~the ~~skilled~~EU ~~developers,~~Digital ~~engineers~~Operational ~~and~~Resilience ~~information~~Act ~~technology and operations professionals who can successfully implement and deliver our solutions. Additionally, we believe~~ (that ~~our~~went ~~future~~into ~~growth~~effect ~~will~~in ~~depend~~January on2025) ~~the~~with ~~development~~respect ~~of our go-~~to~~-market~~ ~~strategy and the continued recruiting, retention, and training of our sales teams, including their ability to obtain new~~ clients ~~and~~operating ~~to manage our existing client base. Our ability to expand geographically depends,~~ in ~~large part, on our ability to attract, retain and integrate managers to lead~~ the ~~local~~financial ~~business and employees with the appropriate skills. Similarly, our profitability depends on our ability to effectively utilize personnel with the right mix of skills and experience to perform~~ services ~~for our clients~~industry, ~~including our ability~~ to ~~transition employees to new assignments on a timely basis. Many of~~ the companies with which we compete for experienced personnel have greater resources than we have. We may incur significant costs to attract, train and retain such personnel, and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment after recruiting and training them. Also, to the extent that wethey ~~hire~~believe ~~personnel from competitors, we may be subject to allegations~~ that such ~~personnel~~failures ~~have~~were been improperly solicited or have divulged proprietary or other confidential information. If we are unable to attract, integrate and retain qualified personnel, or if there are delays in hiring required personnel, including delays due to geopolitical instability or outbreaks, epidemics, or pandemics involving public health or adjustments to U.S. immigration policy related to ~~skilled foreign workers,~~ our ~~business, results of operations, and financial condition may be materially adversely affected.~~ solutions;

•

29Increased exposure to fluctuations in currency exchange rates;

•

~~Table~~Levels of ~~Contents~~inflation in international economies;

•

~~Increases~~The inburdens ~~labor~~and costs of complying with a wide variety of foreign laws and legal standards, including ~~wages~~employment, ~~and~~tax, anprivacy, ~~overall~~anticorruption, ~~tightening~~import/export, ofantitrust, ~~the~~data ~~labor~~transfer, ~~market~~storage and protection, ~~could~~artificial ~~adversely~~intelligence, ~~affect~~health ~~our~~and ~~business~~safety, ~~results~~and ofindustry-specific ~~operations~~laws orand ~~financial~~regulations; ~~condition.~~

•

~~The~~Compliance ~~labor costs associated~~ with ~~our business are subject to several external factors, including unemployment levels and~~ the ~~quality~~U.S. ~~and~~Foreign ~~the~~Corrupt ~~size~~Practices ofAct ~~the labor market, prevailing wage rates, minimum wage laws, wages and other forms~~ of ~~remuneration and benefits offered to prospective employees by competitor employers~~1977, health insurance costs and other insurance costs and changes in employment and labor legislation or other workplace regulation. Although we are not currently exposed to minimum wage work, we are exposed to related requirements as ~~per the Fair Labor Standards Act regarding exempt versus non-exempt employment. From time to time~~amended, the ~~labor market becomes increasingly competitive~~U. ~~For example, the United States is currently experiencing low unemployment, which in turn, has created a competitive wage environment that may increase our operating costs~~K. IfBribery weAct ~~are unable to mitigate wage rate increases driven by increases to the competitive labor market through automation~~ and other ~~labor~~anti-corruption ~~savings initiatives~~regulations, ~~our~~particularly ~~labor~~in ~~costs~~emerging ~~may~~market increase. Furthermore, high inflation rates could also push up our labor costs. There is no assurance that our revenues will increase at the same rate as these labor cost increases to maintain the same level of profitability.countries;

•

InImport ~~the event we must offer increased wages or other competitive benefits~~ and ~~incentives~~export tolicense ~~attract and retain qualified personnel and fail to do so~~requirements, ~~the quality of our workforce could decline~~tariffs, ~~causing~~trade ~~certain aspects of our business to suffer. Increases in labor costs could force us to increase our prices~~agreements, ~~which could adversely impact sales. Although we have not experienced any material labor shortage to date~~taxes, ~~we have observed an overall tightening~~ and increasingly competitive labor market and have recently experienced and expect to continue to experience some labor cost pressures. If we are unable to hire and retain capable employees, manage labor cost pressures, or if mitigating measures we take in response to increased labor costs, have unintended negative effects, including on client service or retention, our business would be adversely affected. If competitive pressures or other ~~factors~~trade ~~prevent~~barriers; ~~us from offsetting increased labor costs, our profitability may decline and could have an adverse effect on our business, results of operations or financial condition.~~

•

~~Any~~Increased ~~disruption~~financial ofaccounting ~~our~~and ~~Internet~~reporting ~~connections,~~burdens ~~including~~and tocomplexities; ~~any third-party cloud providers that host any of our websites or web-based services, could affect the success of our SaaS solutions.~~

•

~~Any~~Weaker ~~system~~protection ~~failure, including network, software or hardware failure, that causes an interruption in our network or a decrease in the responsiveness~~ of ~~our~~intellectual ~~website~~property ~~and~~rights ~~our SaaS solutions could result~~ in ~~reduced~~some ~~user~~countries; traffic, reduced revenues and potential breaches of our subscription arrangements. Continued growth in Internet usage, as well as Internet outages, delays and other difficulties due to system failures unrelated to our solutions could cause a decrease in the quality of Internet connection service. Websites have experienced service interruptions as a result of outages and other delays occurring throughout the worldwide Internet network infrastructure. If these outages, delays or service disruptions frequently occur in the future, usage of our web-based services could grow more slowly than anticipated or decline and we may lose revenues and clients.

•

30Multiple and possibly overlapping tax regimes;

•

~~Table~~The application of ~~Contents~~the respective local laws and regulations to our business in each of the jurisdictions in which we operate and associated legal expenses;

•

IfGovernment ~~the~~sanctions ~~third-party cloud providers or sub-processors~~ that host any of our websites or web-based services were to experience a system failure, the performance of our websites and web-based services, including our SaaS solutions, would be harmed and our ability to deliver our solutions to our clients could be impaired, resulting in client dissatisfaction, damage to our reputation, loss of clients, and harm to our operations and our business. In general, third-party cloud providers are vulnerable to damage from fire, floods, earthquakes, acts of terrorism, power loss, telecommunications failures, break-ins, and similar events. The controls implemented by our current or future third-party cloud providers may ~~not~~interfere prevent or timely detect such system failures and we do not control the operation of third-party cloud providers that we use. Our current or future third-party cloud providers could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our current or future third-party cloud providers, or any of the service providers with ~~whom we or they contract, may have negative effects on~~ our business. If our current or future third-party cloud providers are unable to keep up with our growing needs for capacity or any spikes in client demand, it could have an adverse effect on our business. Any changes in service levels by our current or future third-party cloud providers could result in loss or damage to our clients’-stored information and any service interruptions at these third-party cloud providers could hurt our reputation, cause us to lose clients, harm our ability to ~~attract~~sell ~~new~~into ~~clients~~particular orcountries; subject us to potential liability. In the event of any damage or interruption, our property and business interruption insurance coverage may not be adequate to fully compensate us for losses that may occur. Additionally, our systems are not fully redundant, and we have not yet implemented a complete disaster recovery plan or business continuity plan. Although the redundancies we do have in place will permit us to respond, at least to some degree, to service outages, our current or future third-party cloud providers that host our SaaS solutions are vulnerable in the event of failure. We do not yet have adequate structure or systems in place to recover from a third-party cloud provider’s severe impairment or total destruction, and recovery from the total destruction or severe impairment of any of our third-party cloud providers could be difficult and may not be possible at all. Any of these events could seriously harm our business, results of operations, and financial condition.

•

~~Some~~Disruption ofto our ~~services~~operations ~~and~~caused ~~technologies~~by ~~may~~pandemics ~~use “open source” software, which may restrict how we use~~ or ~~distribute~~other ~~our~~public ~~services~~health oremergencies; ~~require~~and ~~that we release the source code of certain solutions subject to those licenses.~~

•

~~Some of our services and technologies may incorporate software licensed under so-called “open source” licenses. In addition to risks related to license requirements~~Political, ~~usage of open source software can lead to greater risks than use of third-party commercial software~~social, asand ~~open~~economic ~~source~~instability ~~licensors generally do not provide warranties or controls on origin of the software. Additionally~~abroad, ~~some~~including ~~open~~geopolitical ~~source licenses require that source code subject to the license be made available to the public~~ and ~~that~~regional ~~any modifications to or derivative works of open source software continue to be licensed under open source licenses. These open source licenses typically mandate that proprietary software~~conflicts, ~~when~~terrorist ~~combined in specific ways with open source software~~attacks, ~~become~~and ~~subject~~security toconcerns ~~the open source license. If we combine our proprietary solutions~~ in ~~such ways with certain open source software, we could be required to release the source code of our proprietary solutions~~general.

We take steps to ensure that our proprietary solutions are not combined with, and do not incorporate, open source software in ways that would require our proprietary solutions to be subject to many of the restrictions in an open source license. However, few courts have interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. Additionally, we rely on software programmers to design our proprietary technologies, and although we take steps to prevent our programmers from including objectionable open source software in the technologies and software code that they design, write and modify, we do not exercise complete control over the development efforts of our programmers and we cannot be certain that our programmers have not incorporated such open source software into our proprietary solutions and technologies or that they will not do so in the future. In the event that portions of our proprietary technology are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results of operations and prospects. 31

31Table of Contents

~~Table~~Additionally, we engage through third parties a significant number of ~~Contents~~independent contractors abroad in our research and development efforts. Changes to foreign laws governing the definition or classification of such independent contractors, or judicial decisions regarding independent contractor classification could result in re-classification of such contractors as employees. Such reclassification could have an adverse effect on our business and results of operations, could require us to pay significant retroactive wages, taxes and penalties, and could force us to change our contractor business model in the foreign jurisdictions affected.

WeAs ~~may~~we ~~experience~~continue ~~fluctuations~~to expand our business globally, our success will depend, in ~~foreign~~large ~~currency~~part, ~~exchange~~on ~~rates~~our ~~that~~ability to anticipate and effectively manage these and other risks associated with our international operations. Any of these risks could harm our international operations and reduce our international sales, adversely ~~impact~~affecting our business, results of operations, ~~and~~ financial condition, and growth prospects.

~~Our~~Some ~~international sales are generally denominated in foreign currencies, and these revenues could be materially affected by currency fluctuations. The volatility~~ of ~~exchange rates depends on many factors that we cannot forecast with reliable accuracy. Although we believe~~ our ~~operating~~development ~~activities~~resources ~~act~~are assubject a natural hedge for a substantial portion of our foreign currency exposure at the cash flow or operating income level because we typically collect revenues and incur costs in the currency of the location in which we provide our solutions, it is difficult to ~~predict~~additional ifrisks ~~our~~inherent ~~operating activities will provide a natural hedge~~ in ~~the~~foreign ~~future. Our results of~~ operations may also be impacted by transaction gains or losses related to revaluing certain monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. Moreover, ~~significant and unforeseen changes in foreign currency exchange rates may cause us to fail to achieve our stated projections for revenues and operating income,~~ which could ~~have~~lead ~~an adverse effect on our stock price. We will continue~~ to ~~experience~~interruptions ~~fluctuations~~ in ~~foreign~~our ~~currency~~development ~~exchange~~efforts ~~rates,~~or ~~which,~~hamper ~~if material, may harm~~ our ~~results~~ability ofto ~~operations~~maintain orits ~~financial condition~~solutions.

~~Our~~Political ~~U.S.~~tensions ~~NOL~~or ~~carryforwards~~economic ~~may~~instability ~~expire~~in the regions where we conduct operations could disrupt or delay our research and development operations or adversely affect the timeliness of new product delivery or maintenance and upgrades to existing products and solutions, which could beharm ~~substantially~~our ~~limited~~operations, iffinancial conditions, sales and growth prospects. For example, after Russia’s invasion of Ukraine, we ~~experience~~implemented ancontingency ~~ownership~~plans ~~change~~to asensure ~~defined~~the continuity of our contract research and development activity conducted through our facilities based in Ukraine and our contractors’ facilities located in Belarus, Ukraine and Russia, which included ending activities in Belarus and Russia and transitioning work to the ~~Internal~~European ~~Revenue~~Union, ~~Code~~U.K. and Americas. Disruptions in communications with our foreign operations could also lead to periods of ~~1986~~unavailability of our SaaS solutions, aswhich ~~amended~~could ~~(“IRC”)~~require us to provide credits or ifrefunds ~~changes~~to ~~are~~clients ~~made~~or lead to ~~the~~client ~~IRC~~cancellations.

~~We have significant U.S. federal and state net operating loss (“NOL”) carryforwards. Under U.S. federal tax laws~~Additionally, we ~~can~~engage ~~carry~~through ~~forward~~third ~~and~~parties use our pre-2018 NOLs to reduce our future U.S. taxable income and tax liabilities until such NOL carryforwards expire in accordance with the IRC. Under changes made by the Tax Cuts and Jobs Act (“TCJA”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), NOL carryforwards generated on or after January 1, 2018 may be carried forward indefinitely, but their utilization is limited to 80% of annual taxable income for tax years beginning after December 31, 2020. Our NOL carryforwards provide a ~~benefit~~significant tonumber ~~us, if fully utilized,~~ of ~~significant~~independent ~~future~~contractors ~~tax savings. However, our ability to use these tax benefits~~ in ~~future years will depend upon the amount of~~ our ~~federal~~research and ~~state~~development ~~taxable income~~efforts. IfChanges ~~we do not have sufficient federal and state income in future years~~ to ~~use~~foreign ~~the~~laws ~~benefits~~governing ~~before they expire, we will permanently lose~~ the ~~benefit~~definition ofor ~~the~~classification ~~pre-2018 NOL carryforwards. Additionally, as a result~~ of ~~the~~such ~~common~~independent ~~stock sold by certain of our existing stockholders~~contractors, weor ~~experienced~~judicial adecisions ~~change~~regarding ofindependent ~~ownership~~contractor asclassification ~~defined~~could ~~under the IRC. As a~~ result ~~of this change~~ in ~~ownership,~~re-classification ~~pursuant to Section 382 and Section 383~~ of ~~the~~such ~~IRC,~~contractors ~~our ability to utilize our tax attributes, including NOL carryforwards and credits,~~ as ~~well as certain built-in losses, against our U~~employees.S. ~~taxable~~Such ~~income,~~reclassification ~~are~~could ~~limited~~have toan ~~certain~~adverse ~~annual~~effect ~~limitations.~~on ~~We currently do not anticipate any of~~ our ~~NOL~~business ~~loss carryforwards expiring,~~ and asresults ~~such, have not recorded a reduction~~ of ~~deferred tax assets. However~~operations, ~~there~~could ~~can~~require beus ~~no assurance that a portion of our NOL loss carryforwards may expire in any future periods. Any further changes made~~ to ~~the~~pay ~~IRC~~significant orretroactive towages, ~~the~~taxes ~~regulations~~and ~~promulgated~~penalties, ~~thereunder~~and could ~~impact~~force ~~our~~us ~~ability~~ to ~~utilize~~change our ~~NOLs.~~contractor ~~Accordingly,~~business ~~any~~model ~~such~~in ~~occurrences~~the ~~could~~foreign ~~adversely~~jurisdictions ~~affect our financial condition, operating results, and cash flows~~affected.

~~Our~~If ~~results~~we ofare ~~operations~~unable ~~may~~to beretain ~~harmed~~key ifmembers weof ~~are~~our ~~required~~management toteam ~~collect~~or ~~sales~~attract, orintegrate and retain additional executives and other ~~related~~skilled ~~taxes~~personnel ~~for~~we ~~our~~need ~~subscription~~to ~~solutions~~support inour ~~jurisdictions~~operations ~~where~~and growth, we ~~have~~may ~~not~~be ~~historically~~unable ~~done~~to soachieve our goals and our business will suffer.

WeOur ~~collect~~future ~~sales~~success ~~and~~depends ~~similar~~upon ~~value-added taxes as part of~~ our ~~client~~ability ~~agreements~~to incontinue ato ~~number of jurisdictions. Sales and use~~attract, ~~value-added~~train, ~~and~~integrate ~~similar tax laws~~ and ~~rates~~retain ~~vary~~highly ~~greatly~~skilled ~~by jurisdiction. If we believe that we should have been or should be collecting additional sales~~employees, ~~use,~~particularly orthose ~~other taxes~~ on our ~~solutions~~management team, weincluding ~~voluntarily~~John ~~engage with appropriate tax authorities~~Hall, ~~and~~our ~~such~~Chief ~~engagement~~Executive ~~has~~Officer ~~led~~ and ~~may~~David ~~lead~~Morton, to our ~~participation~~Chief inFinancial ~~voluntary disclosure agreements. Additionally~~Officer, wewhose ~~have~~services ~~been~~are inessential ~~the~~to ~~past and may in~~ the ~~future~~execution ~~be,~~of ~~under~~our ~~audit~~corporate bystrategy ~~one~~and orensuring ~~more~~the ~~state~~continued oroperations ~~local~~and ~~tax~~integrity ~~authorities~~of ~~with~~financial ~~regard~~reporting towithin ~~sales~~our ~~tax and other indirect tax matters~~company. Our ~~voluntary~~management ~~participation~~team inis ~~agreements~~generally ~~with~~employed ~~states,~~on ~~countries,~~an orat-will ~~other jurisdictions~~basis, orwhich ~~successful~~means ~~assertions~~that bythese ~~states,~~personnel ~~countries,~~could orterminate ~~other~~their ~~jurisdictions~~relationship ~~that~~with weus ~~should~~at ~~have~~any ~~been~~time. orThe ~~should~~loss beof ~~collecting~~any ~~additional~~member ~~sales,~~of ~~use,~~our orsenior ~~other~~management ~~taxes~~team ~~on our solutions~~ could, ~~among~~significantly ~~other~~delay ~~things,~~or ~~result~~prevent ~~in substantial tax liabilities for past sales, create significant administrative burdens for~~ us, ~~discourage clients~~ from ~~purchasing~~achieving our ~~solutions,~~business and/or ~~otherwise~~development ~~harm our business~~objectives, ~~results~~and ofcould ~~operations,~~materially ~~and~~harm ~~financial~~our ~~condition~~business.

Table of Contents

~~Risks~~We ~~Related~~compete with a number of software and other technology companies to attract and retain software developers with specialized experience in designing, developing, and managing our solutions, including our cloud-based software, as well as for skilled developers, engineers and information technology and operations professionals who can successfully implement and deliver our solutions. We also compete with a number of software and other technology companies to attract and retain employees with AI skills and knowledge and our ability to effectively carry out our AI strategy depends, in part, on our ability to attract and retain employees with AI expertise. Additionally, we believe that our future growth will depend on the development of our go-to-market strategy and the continued recruiting, retention, and training of our sales teams, including their ability to obtain new clients and to manage our existing client base. Our ~~Organizational~~ability ~~Structure~~to expand geographically depends, in large part, on our ability to attract, retain and integrate managers to lead the local business and employees with the appropriate skills. Similarly, our profitability depends on our ability to effectively utilize personnel with the right mix of skills and experience to perform services for our clients, including our ability to transition employees to new assignments on a timely basis. Many of the companies with which we compete for experienced personnel have greater resources than we have. We may incur significant costs to attract, train and retain such personnel, and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment after recruiting and training them. Also, to the extent that we hire personnel from competitors, we may be subject to allegations that such personnel have been improperly solicited or have divulged proprietary or other confidential information. If we are unable to attract, integrate and retain qualified personnel, or if there are delays in hiring required personnel, including delays due to geopolitical instability, pandemics, other public health emergencies or adjustments to U.S. immigration policy related to skilled foreign workers, our business, results of operations, and financial condition may be materially adversely affected.

IfIncreases ~~the~~in ~~ownership~~labor ofcosts, ~~our~~including ~~common stock continues to be highly concentrated~~wages, itand ~~may~~an ~~prevent~~overall ~~other~~tightening ~~minority~~of ~~stockholders~~the ~~from~~labor ~~influencing~~market, ~~significant~~could ~~corporate~~adversely ~~decisions~~affect ~~and~~our ~~may~~business, ~~result~~results inof ~~conflicts~~operations ofor ~~interest.~~financial condition.

AsThe oflabor ~~August~~costs ~~12,~~associated ~~2024,~~with ~~Anderson~~our ~~Investments~~business ~~Pte~~are ~~Ltd.~~subject ~~and~~to ~~its~~several ~~affiliates~~external ~~(collectively~~factors, ~~“Anderson”)~~including ~~beneficially~~unemployment ~~own~~levels ~~approximately~~and ~~23%~~the ofquality ~~our~~and ~~common~~the ~~stock.~~size Asof athe ~~result~~labor market, ~~Anderson~~prevailing ~~exercise~~wage ~~significant~~rates, ~~influence~~minimum ~~over~~wage ~~all matters requiring a stockholder vote~~laws, ~~including:~~wages ~~the~~and ~~election~~other forms of ~~directors;~~remuneration ~~mergers,~~ and ~~acquisitions;~~benefits ~~the~~offered ~~sale~~to ofprospective ~~all~~employees orby ~~substantially~~competitor ~~all~~employers, ofhealth ~~our~~insurance ~~assets~~costs and other ~~decisions~~insurance ~~affecting~~costs ~~our capital structure; the amendment of our amended~~ and ~~restated~~changes ~~certificate~~in ofemployment ~~incorporation~~ and ~~our~~labor ~~amended~~legislation ~~and~~or ~~restated~~other ~~bylaws;~~workplace ~~and~~regulation. ~~our~~Although ~~winding~~we upare ~~and~~not ~~dissolution.~~currently ~~This~~exposed ~~concentration~~to ofminimum ~~ownership~~wage ~~may delay~~work, ~~deter~~we orare ~~prevent~~exposed ~~acts~~to ~~that~~related ~~would~~requirements beas ~~favored~~per bythe ~~our~~Fair ~~other~~Labor ~~stockholders.~~Standards ~~The~~Act ~~interests~~regarding ofexempt ~~Anderson~~versus ~~may~~non-exempt ~~not~~employment. ~~always~~From ~~coincide~~time ~~with~~to ~~our~~time, ~~interests or~~ the ~~interests~~labor ofmarket ~~our~~becomes ~~other~~increasingly ~~stockholders~~competitive. ~~This~~For ~~concentration~~example, ofthe ~~ownership~~United ~~may~~States ~~also~~is ~~have~~currently ~~the~~experiencing ~~effect~~low ~~of delaying~~unemployment, ~~preventing~~which ~~or deterring a change~~ in ~~control of us. Also~~turn, ~~Anderson~~has ~~may~~created ~~seek~~a tocompetitive ~~cause~~wage usenvironment tothat ~~take~~may ~~courses~~increase ofour ~~action~~operating ~~that,~~costs. inIf ~~its~~we ~~judgment,~~are ~~could~~unable ~~enhance~~to ~~its~~mitigate ~~investment~~wage inrate ~~us,~~increases ~~but~~driven ~~which~~by ~~might~~increases ~~involve risks~~ to ~~our~~the ~~other~~competitive ~~stockholders~~labor ormarket ~~adversely~~through ~~affect~~automation usand ~~or our~~ other ~~stockholders.~~labor Assavings ~~a result~~initiatives, ~~the market price of~~ our ~~common~~labor ~~stock~~costs ~~could~~may ~~decline~~increase. orFurthermore, ~~stockholders~~high ~~might~~inflation ~~not~~rates ~~receive~~could aalso ~~premium~~push ~~over~~up ~~the then-current market price of~~ our ~~common~~labor ~~stock upon a change in control~~costs. InThere ~~addition,~~is ~~this~~no ~~concentration~~assurance ofthat ~~share~~our ~~ownership~~revenues ~~may~~will ~~adversely~~increase ~~affect~~at the ~~trading~~same ~~price~~rate ofas ~~our~~these ~~common~~labor ~~stock~~cost ~~because~~increases ~~investors~~to ~~may~~maintain ~~perceive~~the ~~disadvantages~~same inlevel ~~owning~~of ~~shares in a company with a significant stockholder~~profitability.

~~Certain~~In ~~provisions~~the ofevent ~~Delaware~~we ~~law,~~must ~~the~~offer ~~Stockholders’~~increased ~~Agreement,~~wages ~~our~~or ~~amended~~other ~~and~~competitive ~~restated~~benefits ~~certificate~~and ofincentives ~~incorporation~~to attract and ~~our~~retain ~~amended~~qualified personnel and ~~restated~~fail ~~bylaws~~to do so, the quality of our workforce could ~~hinder~~decline, ~~delay~~causing orcertain ~~prevent~~aspects aof ~~change~~our business to suffer. Increases in ~~control~~labor ofcosts could force us to increase our prices, which could adversely ~~affect~~impact ~~the~~sales. ~~price~~Although ofwe have not experienced any material labor shortage to date, we operate in competitive labor markets and may experience labor cost pressures. If we are unable to hire and retain capable employees or manage labor cost pressures, or if mitigating measures we take in response to increased labor costs have unintended negative effects, including on client service or retention, our ~~common~~business ~~stock~~would be adversely affected. If competitive pressures or other factors prevent us from offsetting increased labor costs, our profitability may decline and could have an adverse effect on our business, results of operations or financial condition.

Certain provisions of Delaware law, that certain stockholders’ agreement, dated July 2, 2021, by and between us and Anderson (the “Stockholders’ Agreement”), our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could make it more difficult for a third-party to acquire us without the consent of our board of directors or certain existing stockholders. 33

~~The~~Table ~~Company has not been governed by Section 203~~ of the Delaware General Corporation Law, as amended (the “DGCL”), and we will only become subject to Section 203 of the DGCL, immediately following the time at which both of the following conditions exist: (i) Section 203 of the DGCL by its terms would, but for the provisions of our amended and restated certificate of incorporation, apply to the Company; and (ii) Anderson does not own (as defined in Section 203 of the DGCL) shares of capital stock of the Company representing at least fifteen percent (15%) of the voting power of all the then outstanding shares of capital stock of the Company. Section 203 of the DGCL prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of two-thirds of all of our outstanding common stock not held by such interested stockholder. Contents

~~Furthermore,~~Any ~~Anderson~~disruption ~~controls 23%~~ of ~~the voting power of the shares of~~ our ~~common~~Internet ~~stock~~connections, ~~eligible~~including to ~~vote~~any inthird-party ~~the~~cloud ~~election~~providers ofthat ~~our~~host ~~directors~~any ~~and on other matters submitted to a vote~~ of our ~~stockholders,~~websites ~~and~~or ~~Anderson~~web-based ~~may~~services, becould ~~able~~affect ~~to influence outcome of matters submitted to a stockholder vote. Pursuant to~~ the ~~Stockholders’~~success ~~Agreement, so long as Anderson beneficially owns at least 10%~~ of our ~~outstanding~~SaaS ~~common stock, it shall have the right to nominate one director to our board of directors~~solutions.

~~These~~Any ~~provisions~~system ~~may~~failure, ~~make~~including itnetwork, ~~difficult~~software ~~and~~or ~~expensive~~hardware ~~for~~failure, athat ~~third-party~~causes toan ~~pursue~~interruption ~~a tender offer, change~~ in ~~control~~our network or ~~takeover~~a ~~attempt~~decrease ~~that~~in isthe ~~opposed~~responsiveness byof ~~Anderson,~~ our ~~management~~website orand our ~~board~~SaaS ofsolutions ~~directors.~~could ~~Public~~result ~~stockholders~~in ~~who~~reduced ~~might~~user ~~desire~~traffic, toreduced ~~participate~~revenues inand ~~these~~potential ~~types~~breaches of ~~transactions~~our ~~may~~subscription ~~not~~arrangements. ~~have~~Continued angrowth ~~opportunity~~in toInternet ~~do so~~usage, ~~even~~as ifwell ~~the~~as ~~transaction~~Internet isoutages, ~~favorable~~delays and other difficulties due to ~~stockholders.~~system ~~These~~failures ~~anti-takeover~~unrelated ~~provisions~~to our solutions could ~~substantially~~cause ~~impede~~a decrease in the ~~ability~~quality of ~~public~~Internet ~~stockholders~~connection toservice. ~~benefit~~Websites ~~from~~have aexperienced ~~change~~service ininterruptions ~~control~~as ora ~~change~~result ~~our~~of ~~management~~outages and ~~board~~other ofdelays ~~directors~~occurring ~~and,~~throughout asthe aworldwide ~~result~~Internet network infrastructure. If these outages, ~~may~~delays ~~adversely~~or ~~affect~~service disruptions frequently occur in the ~~market~~future, ~~price~~usage of our ~~common~~web-based ~~stock~~services ~~and~~could ~~your~~grow ~~ability~~more toslowly ~~realize~~than ~~any~~anticipated ~~potential~~or ~~change~~decline ofand ~~control~~we ~~premium~~may lose revenues and clients.

33If the third-party cloud providers or sub-processors that host any of our websites or web-based services were to experience a system failure, the performance of our websites and web-based services, including our SaaS solutions, would be harmed and our ability to deliver our solutions to our clients could be impaired, resulting in client dissatisfaction, reputational harm and liability, loss of clients, and harm to our operations and our business. In general, third-party cloud providers are vulnerable to damage from fire, floods, earthquakes, acts of terrorism, power loss, telecommunications failures, break-ins, and similar events. The controls implemented by our current or future third-party cloud providers may not prevent or timely detect such system failures and we do not control the operation of third-party cloud providers that we use. Our current or future third-party cloud providers could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our current or future third-party cloud providers, or any of the service providers with whom we or they contract, may have negative effects on our business. If our current or future third-party cloud providers are unable to keep up with our growing needs for capacity or any spikes in client demand, it could have an adverse effect on our business. Any changes in service levels by our current or future third-party cloud providers could result in loss or damage to our clients’ stored information and any service interruptions at these third-party cloud providers could hurt our reputation, cause us to lose clients, harm our ability to attract new clients or subject us to potential liability. In the event of any damage or interruption, our property and business interruption insurance coverage may not be adequate to fully compensate us for losses that may occur. Additionally, our systems are not fully redundant. Although the redundancies and disaster recovery and business continuity plans we do have in place will permit us to respond, at least to some degree, to service outages, our current or future third-party cloud providers that host our SaaS solutions are vulnerable in the event of failure. We do not yet have adequate structure or systems in place to recover from a third-party cloud provider’s severe impairment or total destruction, and recovery from the total destruction or severe impairment of any of our third-party cloud providers could be difficult and may not be possible at all. Any of these events could seriously harm our business, results of operations, and financial condition.

~~Table~~Some of ~~Contents~~our services and technologies may use “open source” software, which may restrict how we use or distribute our services or require that we release the source code of certain solutions subject to those licenses.

~~Risks~~Some ~~Related~~of our services and technologies may incorporate software licensed under so-called “open source” licenses. In addition to ~~Ownership~~risks related to license requirements, usage of ~~Our~~open ~~Common~~source ~~Stock~~software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on origin of the software. Additionally, some open source licenses require that source code subject to the license be made available to the public and that any modifications to or derivative works of open source software continue to be licensed under open source licenses. These open source licenses typically mandate that proprietary software, when combined in specific ways with open source software, become subject to the open source license. If we combine our proprietary solutions in such ways with certain open source software, we could be required to release the source code of our proprietary solutions.

~~The market price and trading volume of our common stock has been and may continue to be volatile, which could result in rapid and substantial losses for our stockholders.~~ 34

~~The~~Table ~~market price~~ of our common stock has been and may continue to be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. Some of the factors that have or could in the future negatively affect our share price or result in fluctuations in the price or trading volume of our common stock, many of which are beyond our control, include: Contents

~~variations~~We take steps to ensure that our proprietary solutions are not combined with, and do not incorporate, open source software in ways that would require our ~~quarterly~~proprietary solutions to be subject to many of the restrictions in an open source license. However, few courts have interpreted open source licenses, and the manner in which these licenses may be interpreted and enforced is therefore subject to some uncertainty. Additionally, we rely on software programmers to design our proprietary technologies, and although we take steps to prevent our programmers from including objectionable open source software in the technologies and software code that they design, write and modify, we do not exercise complete control over the development efforts of our programmers and we cannot be certain that our programmers have not incorporated such open source software into our proprietary solutions and technologies or ~~annual~~that ~~operating~~they will not do so in the future. In the event that portions of our proprietary technology are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results; of operations and prospects.

~~our~~We ~~ability~~may toexperience ~~attract~~fluctuations ~~new~~in ~~clients~~foreign incurrency ~~both~~exchange ~~domestic~~rates ~~and~~that ~~international~~could ~~markets,~~adversely ~~and~~impact our ~~ability~~results ~~expand~~of ~~the~~operations ~~solutions~~and ~~provided~~financial tocondition. ~~existing clients;~~

~~the~~Our ~~timing~~international sales are generally denominated in foreign currencies, and these revenues could be materially affected by currency fluctuations. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Although we believe our ~~clients’~~operating ~~buying~~activities ~~decisions~~act as a natural hedge for a substantial portion of our foreign currency exposure at the cash flow or operating income level because we typically collect revenues and ~~reductions~~incur costs in the currency of the location in which we provide our ~~clients’~~solutions, ~~budgets~~it ~~for~~is ITdifficult ~~purchases~~to predict if our operating activities will provide a natural hedge in the future. Our results of operations may also be impacted by transaction gains or losses related to revaluing certain monetary asset and ~~delays~~liability balances that are denominated in ~~their~~currencies ~~purchasing~~other ~~cycles~~than the functional currency of the entities in which they are recorded. Moreover, ~~particularly~~significant and unforeseen changes in ~~light~~foreign ofcurrency ~~recent~~exchange rates may cause us to fail to achieve our stated projections for revenues and operating income, which could have an adverse ~~global~~effect ~~economic~~on ~~conditions;~~our stock price. We will continue to experience fluctuations in foreign currency exchange rates, which, if material, may harm our results of operations or financial condition.

~~changes~~Our inU.S. ~~our~~NOL ~~earnings~~carryforwards ~~estimates~~may (expire or could be substantially limited if ~~provided)~~we orexperience ~~differences~~an ~~between~~ownership ~~our~~change ~~actual~~as ~~financial~~defined ~~and~~in ~~operating~~the ~~results~~Internal ~~and~~Revenue ~~those~~Code ~~expected~~of by1986, ~~investors~~as ~~and~~amended ~~analysts;~~(“IRC”) or if changes are made to the IRC.

We have significant U.S. federal and state net operating loss (“NOL”) carryforwards. Under U.S. federal tax laws, we can carry forward and use our pre-2018 NOLs to reduce our future U.S. taxable income and tax liabilities until such NOL carryforwards expire in accordance with the ~~contents~~IRC. Under changes made by the Tax Cuts and Jobs Act (“TCJA”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), NOL carryforwards generated on or after January 1, 2018 may be carried forward indefinitely, but their utilization is limited to 80% of ~~published~~annual ~~research~~taxable ~~reports~~income ~~about~~for tax years beginning after December 31, 2020. Our NOL carryforwards provide a benefit to us, orif fully utilized, of significant future tax savings. However, our ~~industry~~ability orto use these tax benefits in future years will depend upon the ~~failure~~amount of ~~securities~~our ~~analysts~~federal and state taxable income. If we do not have sufficient federal and state income in future years to ~~cover~~use ~~our~~the benefits before they expire, we will permanently lose the benefit of the pre-2018 NOL carryforwards. Additionally, as a result of the common stock; sold by certain of our existing stockholders, we experienced a change of ownership as defined under the IRC. As a result of this change in ownership, pursuant to Section 382 and Section 383 of the IRC, our ability to utilize our tax attributes, including NOL carryforwards and credits, as well as certain built-in losses, against our U.S. taxable income, are limited to certain annual limitations. We currently do not anticipate any of our NOL loss carryforwards expiring, and as such, have not recorded a reduction of deferred tax assets. However, there can be no assurance that a portion of our NOL loss carryforwards may expire in any future periods. Any further changes made to the IRC or to the regulations promulgated thereunder could impact our ability to utilize our NOLs. Accordingly, any such occurrences could adversely affect our financial condition, operating results, and cash flows.

~~additions to, or departures of, key management personnel and our ability to attract, train, integrate and retain highly skilled employees;~~ 35

~~any~~Table ~~increased~~of ~~indebtedness we may incur in the future;~~ Contents

~~announcements~~Our ~~and~~results ~~public~~of ~~filings~~operations bymay usbe harmed if we are required to collect sales or ~~others~~other ~~and~~related ~~developments~~taxes ~~affecting~~for ~~us;~~our subscription solutions in jurisdictions where we have not historically done so.

~~actions~~We collect sales and similar value-added taxes as part of our client agreements in a number of jurisdictions. Sales and use, value-added, and similar tax laws and rates vary greatly by ~~institutional~~jurisdiction. ~~stockholders;~~If we believe that we should have been or should be collecting additional sales, use, or other taxes on our solutions, we voluntarily engage with appropriate tax authorities, and such engagement has led and may lead to our participation in voluntary disclosure agreements. Additionally, we have been in the past and may in the future be under audit by one or more state or local tax authorities with regard to sales tax and other indirect tax matters. Our voluntary participation in agreements with states, countries, or other jurisdictions, or successful assertions by states, countries, or other jurisdictions that we should have been or should be collecting additional sales, use, or other taxes on our solutions could, among other things, result in substantial tax liabilities for past sales, create significant administrative burdens for us, discourage clients from purchasing our solutions, or otherwise harm our business, results of operations, and financial condition.

~~litigation~~Risks ~~and~~Related ~~governmental~~to ~~investigations;~~Our Organizational Structure

~~operating~~If ~~and~~the ownership of our common stock ~~performance~~continues ofto ~~other~~be ~~companies~~highly ~~that~~concentrated, ~~investors~~it ~~deem~~may ~~comparable~~prevent toother usminority ~~(and~~stockholders ~~changes~~from ininfluencing ~~their~~significant ~~market~~corporate ~~valuations)~~decisions and ~~overall~~may ~~performance~~result ofin ~~the~~conflicts ~~equity~~of ~~markets;~~interest.

~~speculation~~As of August 13, 2025, Anderson Investments Pte Ltd. and its affiliates (collectively, “Anderson”) beneficially own approximately 21% of our common stock. As a result, Anderson exercises significant influence over all matters requiring a stockholder vote, including: the election of directors; mergers, and acquisitions; the sale of all or ~~reports~~substantially all of our assets and other decisions affecting our capital structure; the amendment of our amended and restated certificate of incorporation and our amended and restated bylaws; and our winding up and dissolution. This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders. The interests of Anderson may not always coincide with our interests or the ~~press~~interests of our other stockholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of us. Also, Anderson may seek to cause us to take courses of action that, in its judgment, could enhance its investment ~~community~~in ~~with~~us, ~~respect~~but which might involve risks to our other stockholders or adversely affect us or our ~~industry~~other instockholders. ~~general;~~As a result, the market price of our common stock could decline or stockholders might not receive a premium over the then-current market price of our common stock upon a change in control.

~~increases~~Certain inprovisions ~~market~~of ~~interest~~Delaware ~~rates~~law, ~~including~~the ~~due~~Stockholders’ toAgreement, ~~impacts~~our ~~from~~amended ~~inflation,~~and ~~that~~restated ~~may~~certificate ~~lead~~of ~~purchasers~~incorporation ofand our ~~shares~~amended toand ~~demand~~restated bylaws could hinder, delay or prevent a ~~higher~~change ~~yield;~~in control of us, which could adversely affect the price of our common stock.

~~announcements~~Certain byprovisions usof orDelaware ~~our~~law, ~~competitors~~that ofcertain ~~significant~~stockholders’ ~~contracts~~agreement, ~~acquisitions~~dated July 2, ~~dispositions~~2021, ~~strategic~~by ~~relationships~~and between us and Anderson (the “Stockholders’ Agreement”), ~~joint~~our ~~ventures~~amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that could make it more difficult for a third-party to acquire us without the consent of our board of directors or ~~capital~~certain ~~commitments;~~existing stockholders.

~~announcements~~We orhave ~~actions~~not ~~taken~~been governed by Section 203 of the Delaware General Corporation Law, as amended (the “DGCL”), and we will only become subject to Section 203 of the DGCL, immediately following the time at which both of the following conditions exist: (i) Section 203 of the DGCL by its terms would, but for the provisions of our ~~principal~~amended ~~stockholders~~and restated certificate of incorporation, apply to us; and (ii) Anderson does not own (as defined in Section 203 of the DGCL) shares of our capital stock representing at least fifteen percent (15%) of the voting power of all the then outstanding shares of our capital stock. Section 203 of the DGCL prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of two-thirds of all of our outstanding common stock not held by such interested stockholder.

~~sales~~Furthermore, Anderson controls 21% of ~~substantial~~the ~~amounts~~voting power of the shares of our common stock byeligible ~~Anderson~~to orvote in the election of our directors and on other ~~significant~~matters submitted to a vote of our stockholders, orand Anderson may be able to influence outcome of matters submitted to a stockholder vote. Pursuant to the Stockholders’ Agreement, so long as Anderson beneficially owns at least 10% of our ~~insiders~~outstanding common stock, orit shall have the ~~expectation~~right ~~that~~to ~~such~~nominate ~~sales~~one ~~might~~director ~~occur;~~to our board of directors.

volatility, inflation, or economic downturns in the markets in which we, our clients and our partners are located caused by outbreaks, epidemics, or pandemics involving public health and related policies and restrictions undertaken to contain the spread of such pandemics or potential pandemics;36

~~geopolitical~~Table ~~tensions or conflicts in locations in which we, our clients and our partners are located, including Russian military action against Ukraine and any further escalation~~ of ~~such conflict as well as ongoing conflict in the Middle East;~~ Contents

~~general~~These ~~volatility~~provisions may make it difficult and expensive for a third-party to pursue a tender offer, change in ~~the~~control ~~prices~~or takeover attempt that is opposed by Anderson, our management or our board of ~~stock~~directors. ~~traded~~Public onstockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the ~~Nasdaq~~transaction ~~Global~~is ~~Select~~favorable ~~Market~~to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and ~~other~~board ~~equity~~of ~~markets;~~directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

~~general~~Risks ~~market,~~Related ~~political~~to ~~and~~Ownership economic conditions, including inflation, rising interest rates and disruptions in the professional and financial services industry, including any such conditions and local conditions in the markets in which any of ~~our~~Our ~~clients~~Common ~~are~~Stock ~~located.~~

34The market price and trading volume of our common stock has been and may continue to be volatile, which could result in rapid and substantial losses for our stockholders.

~~Table~~The market price of ~~Contents~~our common stock has been and may continue to be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. Some of the factors that have or could in the future negatively affect our share price or result in fluctuations in the price or trading volume of our common stock, many of which are beyond our control, include:

•

~~The~~Variations stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in aour ~~manner~~quarterly ~~unrelated~~ or ~~disproportionate~~annual ~~to the~~ operating ~~performance~~results; of those companies. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

•

~~Future~~Our ~~offerings~~ability ofto ~~debt~~attract ornew ~~equity~~clients ~~securities~~in byboth usdomestic ~~may~~and ~~materially~~international ~~adversely~~markets, ~~affect~~and ~~the~~our ~~market~~ability ~~price~~expand ofthe ~~our~~solutions ~~common~~provided ~~stock.~~to existing clients;

•

InThe ~~the~~timing ~~future,~~of ~~we may attempt to obtain financing or to further increase~~ our ~~capital~~clients’ ~~resources~~buying bydecisions ~~issuing~~and ~~additional~~reductions ~~shares~~in of our ~~common~~clients’ ~~stock~~budgets orfor ~~offering~~IT ~~debt~~purchases orand ~~other~~delays ~~equity~~in ~~securities,~~their ~~including~~purchasing ~~senior or subordinated notes~~cycles, ~~debt~~particularly ~~securities convertible into equity or shares of preferred stock. In addition, we may seek to expand operations~~ in ~~the~~light ~~future to other markets which we would expect to finance through a combination~~ of ~~additional~~recent ~~issuances~~adverse ofglobal ~~equity,~~economic ~~corporate~~conditions; ~~indebtedness and/or cash from operations.~~

•

~~Issuing~~Changes additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock or both. For example, in ~~May of 2023, we completed an underwritten public offering of 7,187,500 shares of~~ our ~~common~~earnings ~~stock,~~estimates consisting of 2,000,000 shares sold by us and 5,187,500 shares of common stock sold by certain selling stockholders, which had a dilutive effect on the pre-existing stockholders. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, (if ~~issued,~~provided) ~~could have a preference with respect to liquidating distributions~~ or adifferences ~~preference~~between ~~with respect to dividend payments that could limit~~ our ~~ability~~actual tofinancial ~~pay~~and ~~dividends~~operating toresults ~~the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions~~ and ~~other~~those ~~factors~~expected ~~beyond~~by ~~our~~investors control, which may adversely affect the amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and ~~dilute~~analysts; ~~their stockholdings in us.~~

•

The ~~market~~contents ~~price~~ of ~~our~~published ~~common~~research ~~stock~~reports ~~could~~about beus ~~negatively~~or ~~affected by sales of substantial amounts of~~ our ~~common~~industry; ~~stock in the public markets.~~

•

AsAdditions ~~of August 12~~to, ~~2024,~~or ~~there~~departures ~~were 74,699,528 shares~~ of common stock outstanding. Approximately 23% of our outstanding common stock is held by Anderson and can be resold into the public markets in the future in accordance with the requirements of Rule 144. In addition, wekey ~~filed~~management anpersonnel ~~automatically effective registration statement on Form S-3 with the SEC on May 16, 2023, as supplemented on April 15, 2024,~~ and ~~as may be amended or supplemented from time to time, which registered shares held by certain of~~ our ~~existing~~ability ~~stockholders (including Anderson) and its respective affiliates. Pursuant~~ to ~~this effective registration statement~~attract, ~~such shares are freely tradeable in the public market to the extent sold pursuant to the registration statement. The sale by Anderson of a substantial number of shares~~train, orintegrate aand ~~perception~~retain ~~that~~highly ~~such~~skilled ~~sales could occur, could significantly reduce the market price of our common stock. In addition, certain of our~~ employees,; executive officers and directors have entered or may enter into Rule 10b5-1 trading plans providing for sales of shares of our common stock from time to time. The market price of our common stock may decline significantly if our existing stockholders were to sell substantial amounts of our common stock. A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities.

•

AsAny ofincreased ~~August~~indebtedness ~~12, 2024,~~ we ~~had an aggregate of 599,415,412 shares of common stock authorized but unissued and not reserved for issuance under our incentive plans. We~~ may ~~issue~~incur all of these shares of common stock without any action or approval by our stockholders, subject to certain exceptions. Additionally, as of August 12, 2024, we had 25,885,060 shares of common stock reserved for issuance under our incentive plans. Any common stock issued in ~~connection with our incentive plans,~~ the ~~exercise~~future; ~~of outstanding stock options or otherwise would dilute the percentage ownership held by all of our stockholders.~~

•

35Announcements and public filings by us or others and developments affecting us;

•

~~Table~~Actions ofby ~~Contents~~institutional stockholders;

•

WeLitigation ~~have not paid dividends in the past~~ and dogovernmental ~~not~~investigations; ~~anticipate paying any dividends on our common stock in the foreseeable future.~~

•

WeOperating ~~have never paid cash dividends on our common stock~~ and ~~have no plans to pay regular dividends on our common~~ stock inperformance ~~the foreseeable future. Any declaration and payment~~ of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory, and contractual restrictions applying to the payment of dividends and other ~~considerations~~companies that ~~our~~investors ~~board~~deem ofcomparable ~~directors deems relevant. Additionally, our revolving credit facility agreements limit the ability of certain of our subsidiaries~~ to ~~pay~~us ~~dividends.~~(and ~~Until~~changes ~~such~~in ~~time~~their ~~that~~market wevaluations) ~~pay~~and aoverall ~~dividend,~~performance ~~which may never occur, our investors must rely on sales~~ of ~~their common stock after price appreciation, which may never occur, as~~ the ~~only~~equity ~~way~~markets; ~~to realize any future gains on their investment.~~

•

~~Our~~Speculation ~~amended and restated certificate of incorporation designates a state~~ or ~~federal~~reports ~~court~~by ~~located within~~ the ~~State~~press ofor ~~Delaware~~investment ascommunity ~~the~~with ~~exclusive~~respect ~~forum for certain types of actions and proceedings and the federal courts for certain other types of actions that may be initiated by our stockholders, which could limit our stockholders’ ability~~ to ~~obtain a favorable judicial forum for disputes with~~ us or our ~~directors,~~industry ~~officers,~~in ~~employees,~~general; ~~or other stockholders.~~

•

~~Our~~Changes ~~amended and restated certificate of incorporation provides that, unless we consent~~ in ~~writing~~market tointerest ~~the selection of an alternative forum~~rates, toincluding ~~the~~due fullest extent permitted by law, the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or our stockholders to usimpacts orfrom ~~our stockholders~~inflation, ~~(3)~~that ~~any~~may ~~action~~lead ~~asserting~~purchasers ~~a claim arising pursuant to any provision~~ of ~~the DGCL,~~ our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim that is governed by the internal affairs doctrine shall be, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware. Our amended and restated certificate of incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares ~~of our capital stock shall be deemed~~ to ~~have~~demand ~~notice of and consented to these provisions. This provision would not apply to suits brought to enforce~~ a ~~duty~~higher oryield; ~~liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.~~

•

~~Furthermore,~~Announcements ~~Section~~by 22us ofor ~~the~~our ~~Securities~~competitors ~~Act~~of ~~creates~~significant ~~concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly~~contracts, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courtsacquisitions, ~~among other considerations~~dispositions, ~~our~~strategic ~~amended and restated certificate of incorporation contains a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum~~relationships, ~~the~~joint ~~federal~~ventures ~~district~~or ~~courts~~capital ofcommitments; ~~the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.~~

•

~~While~~Announcements ~~the~~or ~~Delaware~~actions ~~courts~~taken ~~have~~by determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our ~~amended~~principal ~~and~~stockholders; restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

•

~~These~~Sales ~~choice~~ of ~~forum~~substantial ~~provisions~~amounts ~~may~~of ~~limit~~our acommon ~~stockholder’s~~stock ~~ability~~by toAnderson ~~bring~~or aother ~~claim~~significant instockholders ~~a judicial forum that it finds favorable for disputes with us~~ or our ~~directors~~insiders, ~~officers,~~ or ~~other employees, which may discourage such lawsuits. Alternatively, if a court were to find~~ the ~~choice~~expectation ofthat ~~forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving~~ such ~~action~~sales inmight ~~other~~occur; ~~jurisdictions, which could harm our business, results of operations and financial condition.~~

•

36Volatility, inflation, or economic downturns in the markets in which we, our clients and our partners are located caused by changes in trade policies and practices (including the imposition of tariffs) or other economic policies, pandemics or other public health emergencies and related policies and restrictions undertaken to contain the spread of such pandemics or potential pandemics;

~~Table of Contents~~37

~~General~~Table ~~Risk~~of ~~Factors~~ Contents

•

WeGeopolitical ~~may~~tensions beor ~~adversely~~conflicts ~~affected~~in bylocations ~~natural~~in ~~disasters,~~which ~~outbreaks~~we, ~~epidemics,~~our orclients ~~pandemics~~and ~~involving~~our ~~public~~partners ~~health~~are located, ~~other~~such ~~catastrophic~~as ~~events~~conflicts in Ukraine and ~~terrorism~~any ~~that~~further ~~could~~escalation ~~disrupt~~of ~~and~~such ~~harm~~conflict ~~our~~as ~~business,~~well ~~results~~as ofongoing ~~operations,~~conflict ~~and~~in ~~financial~~the ~~condition.~~Middle East;

•

~~Our~~General ~~business~~volatility operations are subject to interruption by various events beyond our control. Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, which could have an adverse effect on our business, operating results, and financial condition. Further, acts of terrorism and other geopolitical unrest could cause disruptions in ~~our business or~~ the ~~businesses~~prices of ~~our~~stock ~~partners~~traded oron the ~~economy~~Nasdaq asGlobal aSelect ~~whole.~~Market ~~In addition, our global operations expose us to risks associated with public health crises, such as pandemics~~ and ~~epidemics,~~other ~~which~~equity ~~could materially and adversely impact our operations and the~~ markets; and industries in which we, our partners and clients operate. For example, the COVID-19 pandemic and/or the precautionary measures that we, our clients, and governmental authorities adopted resulted in global business disruptions, economic downturn and increased market volatility.

•

~~Public~~General ~~health crises may adversely affect~~market, ~~among~~political ~~other~~and ~~things,~~economic ~~demand~~conditions, ~~spending~~including ~~by new clients~~inflation, ~~renewal~~rising ~~and~~interest ~~retention~~ rates ofand ~~existing~~disruptions ~~clients,~~in the ~~length~~accounting, ofconsulting, ~~our~~investment ~~sales~~banking, ~~cycles~~legal, ~~the~~private ~~value~~capital and ~~duration~~real ofassets ~~subscriptions~~industries, ~~collections~~including ofany ~~accounts~~such ~~receivable,~~conditions ~~our IT~~ and ~~other~~local ~~expenses,~~conditions ~~our~~in ~~ability to recruit, and~~ the ~~ability~~markets ofin ~~our~~which ~~employees~~any ~~to travel, all~~ of ~~which could adversely affect~~ our ~~business,~~clients ~~results~~are ~~of operations and financial condition~~located.

~~Because~~The westock ~~recognize~~markets ~~revenues~~have ~~over~~experienced ~~the~~price ~~term~~and ofvolume ~~the~~fluctuations ~~agreements~~that ~~for~~have ~~our~~affected ~~SaaS~~and ~~solutions,~~continue ~~any~~to ~~downturn~~affect inthe ~~our~~market ~~business~~prices ~~resulting~~of ~~from~~equity ~~the~~securities ~~such~~of ~~outbreaks,~~many ~~epidemics,~~technology orcompanies. ~~pandemics~~Stock ~~involving~~prices ~~public~~of ~~health~~many ~~may~~technology ~~not~~companies behave ~~reflected~~fluctuated ~~immediately~~ in ~~our~~a ~~operating~~manner ~~results,~~unrelated ~~which~~or ~~increases~~disproportionate to the ~~difficulty~~operating performance of ~~evaluating~~those ~~our~~companies. ~~future~~In ~~financial~~the ~~performance. Further~~past, ~~our~~following ~~sales~~periods ~~cycles~~of ~~could~~volatility ~~increase, resulting~~ in athe ~~slower~~overall ~~growth~~market ofand ~~new~~the ~~sales.~~market ~~Certain~~price of ~~our~~a ~~competitors~~company’s ~~may~~securities, ~~also~~securities beclass ~~better~~action ~~equipped~~litigation tohas ~~weather~~often ~~the~~been ~~impact~~instituted ofagainst ~~such~~these ~~outbreaks,~~companies. ~~epidemics~~This litigation, orif ~~pandemics~~instituted ~~involving~~against ~~public~~us, ~~health~~could ~~both~~result ~~domestically~~in ~~and~~substantial ~~abroad~~costs and ~~better~~a ~~able~~diversion toof ~~address~~our ~~changes~~management’s inattention ~~client~~and ~~demand~~resources.

WeFuture ~~may~~offerings ~~not~~of bedebt ~~able~~or toequity ~~obtain~~securities ~~capital~~by ~~when~~us ~~desired on favorable terms, if at all, and we~~ may ~~not~~materially beadversely ~~able~~affect ~~to obtain capital or complete acquisitions through~~ the ~~use~~market price of ~~equity without dilution to~~ our ~~stockholders~~common stock.

WeIn the future, we may ~~need~~attempt ~~additional~~to obtain financing or to ~~execute~~further increase our ~~current~~capital orresources ~~future~~by ~~business~~issuing ~~strategies,~~additional ~~including~~shares toof ~~develop~~our ~~new~~common stock or ~~enhance~~offering ~~existing~~debt ~~solutions,~~or ~~acquire~~other ~~businesses~~equity ~~and~~securities, ~~technologies~~including senior or ~~otherwise~~subordinated ~~respond~~notes, todebt ~~competitive~~securities ~~pressures~~convertible into equity or shares of preferred stock. IfIn addition, we ~~fail~~may seek to ~~raise~~expand ~~capital~~operations ~~when~~in ~~needed,~~the future to other markets which we ~~could~~would beexpect ~~prevented~~to ~~from~~finance ~~executing~~through ~~our~~a ~~business~~combination ~~strategy~~of oradditional ~~react~~issuances toof ~~the~~equity, ~~economic~~corporate ~~environment~~indebtedness and/or cash from operations.

IfIssuing weadditional ~~raise~~shares ~~additional~~of ~~funds~~our ~~through~~common ~~the~~stock ~~issuance~~or ofother equity securities or securities convertible into ~~shares~~equity ofmay ~~our~~dilute ~~common~~the ~~stock,~~economic ~~the~~and ~~percentage~~voting ~~ownership~~rights of our existing stockholders ~~could~~or bereduce ~~significantly~~the ~~diluted,~~market ~~and~~price ~~newly-issued~~of ~~securities~~our ~~may~~common ~~have~~stock ~~rights,~~or ~~preferences,~~both. orWe ~~privileges~~have ~~senior~~in tothe ~~those~~past ofand ~~existing~~may ~~stockholders.~~in ~~The~~the ~~trading~~future ~~prices~~obtain ~~for~~financing ~~our~~by ~~and~~issuing ~~other~~additional ~~technology~~shares ~~companies'~~of our common stock, ~~have~~which ~~been~~has ~~highly~~a ~~volatile~~dilutive ineffect ~~recent~~on ~~years,~~the ~~including~~pre-existing asstockholders. aDebt ~~result~~securities ofconvertible ~~circumstances~~into ~~unrelated~~equity tocould ~~the~~be ~~operating~~subject ~~performance~~to ofadjustments ~~companies,~~in ~~which~~the ~~may~~conversion ~~reduce~~ratio ~~our~~pursuant ~~ability~~ to ~~access~~which ~~capital~~certain onevents ~~favorable~~may ~~terms~~increase orthe atnumber ~~all.~~of ~~Additionally,~~equity ifsecurities weissuable ~~accumulate~~upon ~~additional~~conversion. ~~funds~~Preferred ~~through~~shares, ~~debt~~if ~~financing~~issued, could have a ~~substantial~~preference ~~portion~~with ofrespect ~~our~~to ~~operating~~liquidating ~~cash~~distributions ~~flow~~or ~~may~~a bepreference ~~dedicated~~with respect to ~~the~~dividend ~~payment~~payments ofthat ~~principal~~could ~~and~~limit ~~interest~~our onability ~~such~~to ~~indebtedness,~~pay ~~thus~~dividends ~~limiting~~to ~~funds~~the ~~available~~holders ~~for~~of our ~~business~~common ~~activities~~stock. WeOur ~~cannot~~decision ~~assure~~to ~~you~~issue ~~that~~securities ~~additional~~in ~~financing~~any ~~will~~future beoffering ~~available~~will depend on ~~terms~~market ~~favorable~~conditions toand ~~us,~~other orfactors atbeyond ~~all.~~our Ifcontrol, ~~adequate~~which ~~funds~~may ~~are~~adversely ~~not~~affect ~~available~~the ~~or are not available on acceptable terms~~amount, ~~when~~timing weor ~~desire~~nature ~~them,~~of our ~~ability~~future toofferings. ~~fund our operations~~Thus, ~~develop~~holders orof ~~enhance~~ our ~~solutions,~~common ~~invest~~stock inbear ~~future~~the ~~growth~~risk ~~opportunities~~that orour ~~otherwise~~future ~~respond~~offerings tomay ~~competitive~~reduce ~~pressures~~the ~~would~~market beprice ~~significantly limited. Any~~ of ~~these~~our ~~factors~~common ~~could~~stock ~~harm~~and ~~our~~dilute ~~results~~their ofstockholdings ~~operations~~in us.

IfThe ~~tax~~market ~~laws~~price ~~change~~of orour wecommon ~~experience~~stock ~~adverse~~could ~~outcomes~~be ~~resulting~~negatively ~~from~~affected ~~examination~~by sales of ~~our~~substantial ~~income~~amounts ~~tax~~of ~~returns,~~our itcommon ~~could~~stock ~~adversely~~in ~~affect~~the ~~our~~public ~~results of operations~~markets.

WeAs ~~are~~of ~~subject~~August to13, ~~federal~~2025, ~~state~~there were 82,120,030 shares of common stock outstanding. Approximately 21% of our outstanding common stock is held by Anderson and ~~local~~can ~~income~~be ~~taxes~~resold ininto the ~~United~~public ~~States~~markets ~~and~~in the future in ~~foreign~~accordance ~~jurisdictions~~with the requirements of Rule 144. ~~Our~~In ~~future~~addition, ~~effective~~we ~~tax~~filed ~~rates~~an ~~and~~automatically ~~the~~effective ~~value~~registration ofstatement ~~our~~on ~~deferred~~Form ~~tax~~S-3 ~~assets~~with ~~could~~the beSEC ~~adversely~~on ~~affected~~May by16, ~~changes~~2023, inas ~~tax~~supplemented ~~laws~~on April 15, ~~which~~2024, ~~changes~~and as may ~~have~~be ~~retroactive~~amended ~~application.~~or Insupplemented ~~recent~~from ~~years~~time to time, ~~many~~which ~~such~~registered ~~changes~~shares ~~have~~held ~~been~~by ~~made~~certain of our existing stockholders (including Anderson) and ~~changes~~its ~~are~~respective ~~likely~~affiliates. Pursuant to ~~continue~~this toeffective ~~occur~~registration statement, such shares are freely tradeable in the ~~future.~~public ~~For~~market ~~example,~~to the ~~TCJA~~extent ~~and~~sold pursuant to the ~~CARES~~registration ~~Act~~statement. ~~made~~The sale by Anderson of a substantial number of ~~significant~~shares, ~~changes~~or toa ~~the~~perception ~~current~~that ~~U.S.~~such ~~federal~~sales ~~income~~could ~~tax rules~~occur, ~~including~~could ~~with~~significantly ~~respect~~reduce to the ~~corporate~~market ~~tax~~price ~~rate~~of our common stock. In addition, ~~NOLs~~certain of our employees, executive officers and ~~the~~directors ~~international~~have ~~tax~~entered ~~rules.~~or ~~Many~~may ofenter ~~the~~into ~~provisions~~Rule 10b5-1 trading plans providing for sales of ~~these~~shares ~~laws~~of ~~still~~our ~~require~~common ~~finalization~~stock byfrom ~~the~~time Uto time.S. ~~Treasury~~The ~~Department,~~market ~~increasing~~price ~~the~~of ~~uncertainty~~our ascommon stock may decline significantly if our existing stockholders were to sell substantial amounts of our common stock. A decline in the ~~ultimate~~price ~~effects~~of onour uscommon ~~and~~stock might impede our ~~stockholders.~~ability ~~Global~~to ~~tax~~raise ~~developments~~capital ~~applicable~~through the issuance of additional common stock or other equity securities.

3738

Table of Contents

toAs ~~multinational~~of ~~businesses~~August ~~may have a material impact to our business~~13, ~~cash flows~~2025, orwe ~~financial~~had ~~results.~~an ~~Such~~aggregate ~~developments,~~of ~~for example~~593, ~~may include certain new provisions introduced by the Inflation Reduction Act~~907,729 ~~certain~~shares ~~Organization for Economic Co-operation and Development's proposals including the implementation~~ of ~~the~~common ~~global~~stock ~~minimum~~authorized ~~tax~~but ~~under~~unissued ~~the Pillar Two model rules,~~ and ~~the~~not ~~European~~reserved ~~Commission's~~for ~~and~~issuance ~~certain~~under ~~major~~our ~~jurisdictions'~~incentive ~~heightened~~plans. ~~interest~~We inmay ~~and~~issue ~~taxation~~all of ~~companies~~these ~~participating~~shares inof ~~the~~common ~~digital~~stock ~~economy.~~without ~~Furthermore,~~any ~~governments'~~action ~~responses to macroeconomic factors such as shrinking gross domestic product~~ or ~~increased~~approval ~~inflation~~by ~~rates and tax revenue needs may lead to tax rule changes that could materially and adversely affect~~ our ~~cash flows and financial results. In addition~~stockholders, ~~we are~~ subject to ~~the~~certain ~~examination~~exceptions. ~~of our income tax returns by the Internal Revenue Service (“IRS”)~~Additionally, ~~foreign~~as ~~and other tax authorities. We regularly assess the likelihood~~ of ~~adverse~~August ~~outcomes~~13, ~~resulting~~2025, ~~from~~we ~~such~~had ~~examinations~~23,977,373 toshares ~~determine the adequacy~~ of ~~our~~common ~~provision~~stock reserved for ~~income~~issuance ~~taxes.~~under ~~Significant judgment is required in determining~~ our ~~worldwide~~incentive ~~provision for income taxes~~plans. ~~Although~~Any wecommon ~~believe~~stock weissued ~~have made appropriate provisions for taxes~~ in ~~the~~connection ~~jurisdictions~~with inour ~~which~~incentive ~~we operate~~plans, ~~changes in~~ the ~~tax~~exercise ~~laws~~of oroutstanding ~~challenges~~stock ~~from~~options ~~tax~~or ~~authorities~~otherwise ~~under~~would ~~existing~~dilute ~~tax~~the ~~laws~~percentage ~~could~~ownership ~~adversely~~held ~~affect~~by ~~our~~all ~~business, financial condition, and results~~ of ~~operations~~our stockholders.

~~Item~~We ~~1B.~~cannot ~~Unresolved~~guarantee ~~Staff~~that ~~Comments.~~our stock repurchase program will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of the trading price of our common stock.

~~None~~On August 7, 2025, our Board of Directors approved a stock repurchase program under which we are authorized to purchase up to $150.0 million of our common stock from time to time (the “Repurchase Program”). Our Repurchase Program does not have an expiration date and does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares on any particular timetable or at all. There can be no assurance that we will repurchase additional shares at favorable prices or at all. Further, our stock repurchases could affect the trading price of our common stock, increase its volatility, reduce the market liquidity for our stock and may be suspended or terminated at any time, which may result in a lower market valuation of our common stock. As part of the Inflation Reduction Act of 2022, the United States implemented a 1% excise tax on the value of certain stock repurchases by publicly traded companies. This tax could increase the costs to us of any stock repurchases, which could reduce the number of shares we repurchase. The actual timing, number and value of shares repurchased will depend on various factors, including the market price of our common stock, trading volume, general market conditions, and other corporate and economic considerations.

~~Item~~Our ~~1C.~~amended ~~Cybersecurity~~and restated certificate of incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proceedings and the federal courts for certain other types of actions that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or other stockholders.

~~Cybersecurity~~Our ~~Risk~~amended ~~Management~~and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and ~~Strategy~~exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or our stockholders to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim that is governed by the internal affairs doctrine shall be, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware. Our amended and restated certificate of incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to these provisions. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

~~The~~Furthermore, ~~Company~~Section ~~recognizes~~22 of the ~~critical~~Securities ~~importance~~Act ofcreates ~~developing,~~concurrent ~~implementing~~jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and ~~maintaining~~federal ~~robust~~courts ~~cybersecurity~~have ~~measures~~jurisdiction to ~~safeguard~~entertain ~~our~~such ~~information~~claims. ~~systems~~To ~~and~~prevent having to ~~protect~~litigate ~~the~~claims ~~confidentiality,~~in ~~integrity,~~multiple jurisdictions and ~~availability~~the threat of ~~our~~inconsistent ~~and~~or ~~our~~contrary ~~client’s~~rulings ~~data~~by ~~and~~different ~~information~~courts, ~~assets.~~among Asother ~~such~~considerations, weour ~~have~~amended ~~developed~~ and ~~implemented~~restated certificate of incorporation contains a ~~cybersecurity~~federal ~~risk~~forum ~~management~~provision ~~program~~which ~~intended~~provides tothat ~~protect~~unless we consent in writing to the ~~confidentiality,~~selection ~~integrity~~of an alternative forum, ~~and~~the ~~availability~~federal district courts of ~~our~~the ~~critical~~United ~~systems~~States ~~and~~of ~~information.~~America ~~Our~~will ~~cybersecurity~~be ~~risk~~the ~~management~~exclusive ~~program~~forum ~~includes~~for the resolution of any complaint asserting a ~~cybersecurity~~cause ~~incident~~of ~~response~~action ~~plan~~arising under the Securities Act.

WeWhile ~~design~~the ~~our~~Delaware ~~program~~courts ~~based~~have ondetermined ~~industry~~that ~~standard~~such ~~cybersecurity~~choice ~~frameworks,~~of ~~such~~forum asprovisions ~~the~~are ~~National~~facially ~~Institute~~valid, ofa ~~Standards~~stockholder ~~and~~may ~~Technology~~nevertheless ~~Cybersecurity~~seek ~~Framework~~to ~~(NIST~~bring ~~CSF).~~a ~~This~~claim ~~does~~in ~~not~~a ~~imply~~venue ~~that~~other wethan ~~meet~~those ~~any~~designated ~~particular~~in ~~technical~~the ~~standards,~~exclusive ~~specifications,~~forum orprovisions. ~~requirements,~~In ~~only~~such ~~that~~instance, we ~~use~~would ~~the~~expect ~~NIST~~to ~~CSF~~vigorously asassert athe ~~guide~~validity toand ~~help~~enforceability usof ~~identify,~~the ~~assess,~~exclusive ~~and~~forum ~~manage~~provisions ~~cybersecurity~~of ~~risks~~our ~~relevant~~amended toand ~~our~~restated ~~business~~certificate of incorporation. ~~Also,~~This ~~our~~may ~~cloud~~require ~~services~~significant ~~comply~~additional costs associated with ~~numerous~~resolving ~~internationally~~such ~~recognized~~action ~~standards,~~in ~~such~~other asjurisdictions ~~ISO~~and ~~27001,~~there ~~ISO~~can ~~27017,~~be ~~ISO~~no ~~27108,~~assurance ~~SOC~~that 2the ~~and~~provisions ~~CSA~~will ~~STAR~~be enforced by a court in those other jurisdictions.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.39

Table ~~Our~~of ~~cybersecurity risk management program includes:~~Contents

These ~~risk~~choice ~~assessments~~of ~~designed~~forum toprovisions ~~help~~may ~~identify~~limit ~~material~~a ~~cybersecurity~~stockholder’s ~~risks~~ability to ~~our~~bring ~~critical~~a ~~systems~~claim in a judicial forum that it finds favorable for disputes with us or our directors, ~~information~~officers, ~~products~~or other employees, ~~services~~which may discourage such lawsuits. Alternatively, if a court were to find the choice of forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our ~~broader~~business, ~~enterprise~~results ITof ~~environment;~~operations and financial condition.

We ahave ~~security~~not ~~team~~paid ~~principally~~dividends ~~responsible~~in ~~for~~the ~~managing~~past ~~(1)~~and ~~our~~do ~~cybersecurity~~not ~~risk~~anticipate ~~assessment~~paying ~~processes,~~any ~~(2)~~dividends on our ~~security~~common ~~controls,~~stock ~~and~~in ~~(3)~~the ~~our~~foreseeable ~~response~~future. ~~to cybersecurity incidents;~~

We have never paid cash dividends on our common stock and have no plans to pay regular dividends on our common stock in the ~~use~~foreseeable future. Any declaration and payment of ~~external~~future ~~service~~dividends ~~providers~~to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, ~~where~~including ~~appropriate~~our financial condition, earnings, capital requirements, level of indebtedness and statutory and contractual restrictions applying to ~~assess~~the payment of dividends and other considerations that our board of directors deems relevant. Additionally, ~~test~~our orrevolving ~~otherwise~~credit ~~assist~~facility ~~with~~agreements ~~aspects~~limit the ability of certain of our ~~security~~subsidiaries ~~controls;~~to pay dividends. Until such time that we pay a dividend, which may never occur, our investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

General ~~cybersecurity~~Risk ~~awareness~~Factors ~~training of our employees, incident response personnel, and senior management, including through the use of third-party providers for regular mandatory trainings;~~

We amay ~~cybersecurity~~be ~~incident~~adversely ~~response~~affected ~~plan~~by natural disasters, pandemics or other public health emergencies, other catastrophic events and terrorism that ~~includes~~could ~~procedures~~disrupt ~~for~~and ~~responding~~harm toour ~~cybersecurity~~business, ~~incidents;~~results of operations, and financial condition.

Our business operations are subject to interruption by various events beyond our control. Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, which could have an adverse effect on our business, operating results, and financial condition. Further, acts of terrorism and other geopolitical unrest could cause disruptions in our business or the businesses of our partners or the economy as a ~~third~~whole. In addition, our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could materially and adversely impact our operations and the markets and industries in which we, our partners and clients operate. For example, the COVID-~~party~~19 ~~risk~~pandemic ~~management~~and/or ~~process~~the ~~for~~precautionary ~~service~~measures ~~providers~~that we, ~~suppliers~~our clients, and ~~vendors~~governmental authorities adopted resulted in global business disruptions, economic downturn and increased market volatility.

38Public health crises may adversely affect, among other things, demand, spending by new clients, renewal and retention rates of existing clients, the length of our sales cycles, the value and duration of subscriptions, collections of accounts receivable, our IT and other expenses, our ability to recruit, and the ability of our employees to travel, all of which could adversely affect our business, results of operations and financial condition.

~~Table~~Because we recognize revenues over the term of ~~Contents~~the agreements for our SaaS solutions, any downturn in our business resulting from the such pandemics or other public health emergencies may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance. Further, our sales cycles could increase, resulting in a slower growth of new sales. Certain of our competitors may also be better equipped to weather the impact of such pandemics or other public health emergencies both domestically and abroad and better able to address changes in client demand.

~~When we experience cybersecurity incidents, we promptly activate incident response protocols and commence investigation of the incident.~~ We may ~~notify~~not ~~law~~be ~~enforcement~~able ~~and~~to ~~engage~~obtain ~~third-party~~capital ~~professionals,~~when asdesired ~~appropriate, as part of our incident response and/or investigation. Based~~ on ~~our~~favorable ~~assessments~~terms, weif ~~have~~at ~~not identified any cybersecurity threats that have had a material impact during the last fiscal year~~all, and we domay not ~~believe~~be ~~these~~able ~~incidents~~to ~~have~~obtain ~~materially~~capital ~~affected~~ or ~~will~~complete ~~materially~~acquisitions ~~affect~~through ~~us,~~the ~~including~~use ~~our operations, business strategy, results~~ of ~~operations,~~equity orwithout ~~financial~~dilution ~~condition. However, we face ongoing cybersecurity risks, including threats that might become more sophisticated and effective over time. If realized, these risks are reasonably likely~~ to ~~materially~~our ~~affect the Company~~stockholders. ~~Additional information on the cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors.”~~

~~Cybersecurity~~We ~~Governance~~may need additional financing to execute our current or future business strategies, including to develop new or enhance existing solutions, acquire businesses and technologies or otherwise respond to competitive pressures. If we fail to raise capital when needed, we could be prevented from executing our business strategy or react to the economic environment.

Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of the Company’s enterprise risks, including cybersecurity and other information security risks. The Committee oversees management’s implementation of our cybersecurity risk management program. Also, the Company created a Risk Management Working Group which meets no less than quarterly and which receives updates on the Company’s cybersecurity risk management program and cybersecurity risks from the Chief Information Security Officer (“CISO”). The Risk Management Working Group includes two Audit Committee members, certain members of senior management and the CISO. 40

~~The~~Table ~~Committee~~of receives quarterly reports on our cybersecurity risks from the Risk Management Working Group. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. Contents

~~The~~If ~~Committee~~we ~~reports~~raise ~~quarterly~~additional tofunds through the ~~full~~issuance ~~Board~~of equity or securities convertible into shares of ~~Directors~~our ~~regarding~~common ~~its~~stock, ~~activities~~the percentage ownership of our stockholders could be significantly diluted, ~~including~~and ~~those~~newly-issued ~~related~~securities may have rights, preferences, or privileges senior to ~~cybersecurity~~those of existing stockholders. The ~~full~~trading ~~Board~~prices for our and other technology companies' common stock have been highly volatile in recent years, including as a result of ~~Directors~~circumstances ~~also~~unrelated ~~receives~~to ~~briefings~~the operating performance of companies, which may reduce our ability to access capital on favorable terms or at all. Additionally, if we accumulate additional funds through debt financing, a substantial portion of our ~~cyber~~operating ~~risk~~cash ~~management~~flow ~~program~~may be dedicated to the payment of principal and interest on such indebtedness, ~~including~~thus ~~from~~limiting funds available for our ~~CISO~~business activities. We cannot assure you that additional financing will be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, when we desire them, our ability to fund our operations, develop or enhance our solutions, invest in future growth opportunities or otherwise respond to competitive pressures would be significantly limited. Any of these factors could harm our results of operations.

~~Our~~If ~~team~~tax oflaws ~~experienced~~change ~~cybersecurity~~or ~~professionals~~we ~~has~~experience ~~primary~~adverse ~~responsibility~~outcomes ~~for~~resulting ~~our overall cybersecurity risk management program, including assessing and managing material risks~~ from ~~cybersecurity~~examination ~~threats.~~of ~~Our~~our ~~CISO,~~income ~~Mark~~tax ~~Schertler~~returns, ~~supervises~~it ~~both~~could ~~our~~adversely ~~internal~~affect ~~cybersecurity personnel and~~ our ~~retained~~results ~~external cybersecurity consultants. Mr. Schertler has over 40 years~~ of ~~experience in the field of cybersecurity~~operations. Mr. Schertler leads a team of experienced cybersecurity professionals who have extensive experience in the field of cybersecurity, including experience in cybersecurity consulting, cloud security, principal security architect, application security and as a chief technology officer.

We are subject to federal, state and local income taxes in the United States and in foreign jurisdictions. Our ~~management~~future ~~team~~effective ~~supervises~~tax ~~efforts~~rates and the value of our deferred tax assets could be adversely affected by changes in tax laws, which changes may have retroactive application. In recent years, many such changes have been made and changes are likely to ~~prevent~~continue to occur in the future. For example, ~~detect~~the TCJA and the CARES Act made a number of significant changes to the current U.S. federal income tax rules, ~~mitigate~~including with respect to the corporate tax rate, NOLs, and ~~remediate~~the ~~cybersecurity~~international ~~risks~~tax rules. Many of the provisions of these laws still require finalization by the U.S. Treasury Department, increasing the uncertainty as to the ultimate effects on us and ~~incidents~~our ~~through~~stockholders. ~~various~~Global ~~means~~tax developments applicable to multinational businesses may have a material impact to our business, ~~which~~cash flows, or financial results. Such developments, for example, may include ~~briefings~~certain ~~from~~new ~~internal~~provisions ~~security~~introduced ~~personnel;~~by ~~threat~~the ~~intelligence~~Inflation Reduction Act, certain Organization for Economic Co-operation and ~~other~~Development's ~~information~~proposals ~~obtained~~including ~~from~~the ~~governmental~~implementation of the global minimum tax under the Pillar Two model rules, ~~public~~and the European Commission's and certain major jurisdictions' heightened interest in and taxation of companies participating in the digital economy. Furthermore, governments' responses to macroeconomic factors such as shrinking gross domestic product or ~~private~~increased ~~sources~~inflation rates and tax revenue needs may lead to tax rule changes that could materially and adversely affect our cash flows and financial results. In addition, ~~including~~we ~~external~~are ~~consultants~~subject ~~engaged~~to the examination of our income tax returns by ~~us;~~the Internal Revenue Service and ~~alerts~~foreign and ~~reports~~other ~~produced~~tax byauthorities. ~~security~~We ~~tools~~regularly ~~deployed~~assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. Significant judgment is required in determining our worldwide provision for income taxes. Although we believe we have made appropriate provisions for taxes in the ITjurisdictions ~~environment~~in which we operate, changes in the tax laws or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition, and results of operations.

39On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, deductions for domestic research and development expenditures. We are currently evaluating OBBBA; however, we do not expect OBBBA to have a material impact on our consolidated financial statements.

~~Table~~Item of1B. ~~Contents~~Unresolved Staff Comments.

~~Item~~None ~~2. Properties.~~

WeItem ~~have eleven offices globally, all in leased or managed premises~~1C. ~~Our corporate headquarters is located in Palo Alto, California, and consists of approximately 13,000 square feet of space pursuant to an agreement that expires in August 2025~~Cybersecurity. ~~In addition to our head office, we also maintain ten offices in multiple locations in the U.S. and internationally in the U.K., Netherlands, Ukraine, Germany and Singapore.~~

WeCybersecurity ~~continually~~Risk ~~assess~~Management ~~our facilities requirements in light of the needs of a hybrid workforce~~ and may make changes to our facilities as necessary, which might include adding new facilities as we add employees and enter new geographic markets or reducing our space in certain locations. We believe that suitable additional or alternative space will be available as needed to accommodate any such changes. Strategy

~~Item~~The 3Company recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and to protect the confidentiality, integrity, and availability of our and our client’s data and information assets. ~~Legal~~As ~~Proceedings~~such, we have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.

The information contained in Note 9. “Commitments and Contingencies—Litigation” in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K is incorporated herein by reference. From time to time we may become involved in legal proceedings or investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business. Additionally, we may from time to time receive letters from third parties alleging patent infringement, violation of employment practices, or trademark infringement, and we may in the future participate in litigation to defend ourselves. We cannot predict the results of any such disputes, and regardless of the potential outcomes, the existence thereof may have an adverse material impact on us due to diversion of management time and attention as well as the financial costs related to resolving such disputes. 41

~~Item~~Table 4.of ~~Mine Safety Disclosures.~~Contents

~~Not~~We ~~applicable~~design our program based on industry standard cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Also, our cloud services comply with numerous internationally recognized standards, such as ISO 27001, ISO 27017, ISO 27108, SOC 2 and CSA STAR.

40Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to legal, compliance, strategic, operational, and financial risk areas. Our cybersecurity incident response plan is also designed to integrate with or complement other enterprise plans, such as our business continuity plan and crisis management plan.

~~Table~~ ofOur ~~Contents~~cybersecurity risk management program includes:

•

~~PART~~ IIRisk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

•

~~Item~~ 5.A ~~Market~~security team principally responsible for ~~Registrant’s~~managing ~~Common~~(1) ~~Equity~~our cybersecurity governance and risk assessment processes, ~~Related~~(2) ~~Stockholder~~our ~~Matters~~security controls, and ~~Issuer~~(3) ~~Purchases~~our ofresponse ~~Equity~~to ~~Securities.~~cybersecurity incidents;

•

~~Market~~ ~~Information~~The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

•

~~Our~~ ~~common~~Cybersecurity ~~stock~~awareness istraining ~~listed~~of onour ~~the~~employees, ~~Nasdaq~~incident ~~Global~~response ~~Select~~personnel, ~~Market~~and ~~under~~senior management, including through the ~~symbol~~use ~~“INTA.”~~of third-party providers for regular mandatory trainings;

•

~~Holders~~ ofA ~~Common~~cybersecurity ~~Stock~~incident response plan that includes procedures for responding to cybersecurity incidents; and

•

As ofA ~~August~~third-party ~~12,~~risk ~~2024,~~management ~~there~~process ~~were~~for 31service ~~holders~~providers, ofsuppliers, ~~record of our common stock. The actual number of stockholders is greater than this number of record holders~~ and ~~includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees~~vendors.

~~Dividend~~When ~~Policy~~we experience cybersecurity incidents, we promptly activate incident response protocols and commence investigation of the incident. We may notify law enforcement and engage third-party professionals, as appropriate, as part of our incident response and/or investigation. Based on our assessments, during the last fiscal year, we have not identified any cybersecurity threat that has had a material impact on, or that we expect will have a material impact on our operations, business strategy, results of operations, or financial condition. However, we face ongoing cybersecurity risks, including threats that might become more sophisticated and effective over time. If realized, these risks are reasonably likely to materially affect us. Additional information on the cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors.”

WeCybersecurity have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. Our ability to pay cash dividends on our capital stock is limited by our Credit Agreement.Governance

~~Recent~~Our ~~Sales~~Board of ~~Unregistered~~Directors ~~Securities~~considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of our enterprise risks, including cybersecurity and other information security risks. The Committee oversees management’s implementation of our cybersecurity risk management program. Also, we created a Risk Management Working Group which meets no less than quarterly and which receives updates on our cybersecurity risk management program and cybersecurity risks from the Chief Information Security Officer (“CISO”). The Risk Management Working Group includes two Audit Committee members, certain members of senior management and the CISO.

~~All~~The ~~unregistered~~Committee ~~sales~~receives ofquarterly ~~equity~~reports ~~securities~~on ~~during~~our cybersecurity risks from the ~~period~~Risk ~~covered~~Management byWorking ~~this~~Group. ~~Annual~~In ~~Report~~addition, ~~were~~management ~~previously~~updates ~~disclosed~~the onCommittee, ~~prior~~as ~~Quarterly~~necessary, ~~Reports~~regarding onany ~~Form~~material ~~10-Q~~cybersecurity ~~that~~incidents, weas ~~filed~~well as any incidents with ~~the~~lesser ~~SEC~~impact potential.

~~Issuer~~The ~~Purchases~~Committee reports quarterly to the full Board of ~~Equity~~Directors ~~Securities~~regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings on our cyber risk management program.

~~None.~~42

~~Securities~~Table ~~Authorized~~of ~~for Issuance Under Equity Compensation Plans~~Contents

~~The~~Our ~~information~~team ~~required~~of byexperienced ~~this~~cybersecurity ~~Item~~professionals ~~regarding~~has ~~equity~~primary ~~compensation~~responsibility ~~plans~~for isour ~~incorporated~~overall bycybersecurity ~~reference~~risk tomanagement program, including assessing and managing material risks from cybersecurity threats. Our CISO, Mark Schertler, supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Mr. Schertler has over 40 years of experience in the ~~information~~field ~~set~~of ~~forth~~cybersecurity. Mr. Schertler leads a team of experienced cybersecurity professionals who have extensive experience in ~~Part~~the ~~III~~field of cybersecurity, ~~Item~~including 12experience ofin ~~this~~cybersecurity ~~Annual~~consulting, ~~Report~~cloud onsecurity, ~~Form~~security ~~10-K~~architecture, application security and serving as a chief technology officer.

41Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

~~Table~~Item of2. ~~Contents~~Properties.

~~Performance~~We ~~Graph~~have twelve offices globally, all in leased or managed premises. Our corporate headquarters is located in Palo Alto, California, and consists of approximately 13,000 square feet of space pursuant to an agreement that expires in August 2026. In addition to our head office, we also maintain eleven offices in multiple locations in the U.S. and internationally in the U.K., Germany, Netherlands, Portugal, Ukraine and Singapore.

~~The~~We ~~following~~continually ~~graph~~assess ~~shows~~our afacilities ~~comparison~~requirements ofin ~~the~~light ~~cumulative~~of ~~total stockholder return for our common stock to~~ the ~~Nasdaq~~needs ~~Composite~~of —a ~~Total~~hybrid ~~Return~~workforce ~~Index~~ and ~~S&P~~may ~~Software~~make &changes ~~Services~~to ~~Select~~our ~~Industry~~facilities ~~Index,~~as ~~assuming an initial investment of $100 at the market close on June 30~~necessary, ~~2021,~~which ~~the~~might ~~date~~include ~~our~~adding ~~stock~~new ~~commenced~~facilities ~~trading~~as onwe ~~the~~add ~~Nasdaq~~employees ~~Global~~and ~~Select~~enter ~~Market~~new ~~through~~geographic ~~June~~markets ~~30,~~or ~~2024.~~reducing ~~Such~~our ~~comparisons~~space ~~are~~in ~~based~~certain ~~on historical results and are not intended to suggest future performance~~locations. ~~Data~~We ~~for~~believe ~~the~~that ~~Nasdaq~~suitable ~~Composite~~additional ~~Total~~or ~~Return~~alternative ~~Index~~space ~~and~~will ~~S&P~~be ~~Software~~available &as ~~Services~~needed ~~Select~~to ~~Industry~~accommodate ~~Index~~any ~~assume~~such ~~reinvestment of dividends~~changes.

~~The~~Item ~~performance~~3. ~~graph~~Legal above shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our filings under the Exchange Act or the Securities ActProceedings.

~~Item~~The 6information contained in Note 10. ~~[Reserved]~~“Commitments and Contingencies—Litigation” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K is incorporated herein by reference. From time to time we may become involved in legal proceedings or investigations, which could have an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation of our business. Additionally, we may from time to time receive letters from third parties alleging patent infringement, violation of employment practices, or trademark infringement, and we may in the future participate in litigation to defend ourselves. We cannot predict the results of any such disputes, and regardless of the potential outcomes, the existence thereof may have an adverse material impact on us due to diversion of management time and attention as well as the financial costs related to resolving such disputes.

42Item 4. Mine Safety Disclosures.

~~Table~~Not ~~of Contents~~applicable.

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~ 43

~~The~~Table ~~following discussion and analysis~~ of our financial condition and results of operations should be read together with our audited consolidated financial statements and related notes and other financial information included in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled “Cautionary Note regarding Forward-Looking Statements” and “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. Contents

APART discussion regarding our financial condition and results of operations for the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023 is presented below. A discussion regarding our financial condition and results of operations for the fiscal year ended June 30, 2023 compared to the fiscal year ended June 30, 2022 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II~~, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 7, 2023.~~

~~Overview~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~Intapp~~Market is a leading global provider of AI-powered solutions for professionals at advisory, capital markets and legal firms. Intapp software helps professionals unlock their teams’ knowledge, relationships, and operational insights to increase value for their firms. Using the power of Applied AI, we make firm and market intelligence easy to find, understand, and use. With Intapp’s portfolio of vertical SaaS solutions, professionals can apply their collective expertise to make smarter decisions, manage risk, and increase competitive advantage. 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.Information

~~Highlights~~Our ~~from~~common ~~Fiscal~~stock ~~Year~~is ~~2024~~listed on the Nasdaq Global Select Market under the symbol “INTA.”

~~During~~Holders ~~fiscal year 2024, we generated total revenues~~ of ~~$430.5~~Common million with a gross margin of 71%. Our operating cash flow was $67.2 million and we completed acquisitions of delphai and TDI. Total cash and cash equivalents as of June 30, 2024 was $208.4 million. Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $566.5 million as of June 30, 2024.Stock

~~How~~As Weof ~~Generate~~August ~~Revenue~~13, 2025, there were 28 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

WeDividend generate revenues primarily from software subscriptions, typically with one-year or multi-year contract terms. 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 subscriptions ratably over the term of the contract, while we recognize revenues from the license component of on-premise subscriptions upfront and the support component of such subscriptions ratably over the support term. We generally price our subscriptions based on the number of users adopting our solution and the modules deployed.Policy

We ~~expect~~have ~~the~~never ~~vast~~declared ~~majority~~or ofpaid any cash dividends on our ~~new~~capital ~~ARR~~stock. ~~(as~~We ~~defined~~currently ~~below)~~intend ~~growth~~to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be ~~from~~made at the ~~sale~~discretion of ~~SaaS~~our ~~subscriptions~~board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. Our ability to pay cash dividends on our capital stock is limited by our Credit Agreement.

WeRecent ~~generate~~Sales ~~a majority~~ of ~~our~~Unregistered ~~non-recurring~~Securities revenues from professional services. Our clients utilize these services to configure and implement one or more modules of the Intapp Intelligent Cloud platform, integrate those modules with the existing platform and with other core systems in their IT environment, upgrade their existing deployment, and provide training for their employees. Other professional services include strategic consulting and advisory work, which are generally provided on a standalone basis.

43All unregistered sales of equity securities during the period covered by this Annual Report were previously disclosed on prior Quarterly Reports on Form 10-Q that we filed with the Securities and Exchange Commission (“SEC”).

~~Table~~Issuer Purchases of ~~Contents~~Equity Securities

~~Key Factors Affecting Our Performance~~ None.

~~Market~~Securities ~~Adoption~~Authorized offor ~~our~~Issuance ~~Cloud~~Under ~~Platform.~~Equity ~~Our~~Compensation future growth depends on our ability to win new professional and financial services 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 ARR. We must demonstrate to new and existing clients the benefits of selecting our cloud platform, and support those deployments once live with reliable and secure service. From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within professional and financial services firms to embrace the Intapp Intelligent Cloud platform over point solutions, internally developed solutions, and horizontal solutions. If our clients do not continue to see the ability of our platform to generate return on investment relative to other software alternatives, net revenue retention could suffer and our operating results may be adversely affected. Plans

~~Continued~~The ~~Investment~~information inrequired ~~Innovation~~by ~~and~~this ~~Growth.~~Item Weregarding ~~have~~equity ~~made~~compensation ~~substantial~~plans ~~investments~~is inincorporated ~~research~~by ~~and~~reference ~~development and sales and marketing~~ to ~~achieve a leadership position in our market and grow our revenues and client base. We intend to continue to invest in research and development to build new capabilities and maintain~~ the ~~core~~information ~~technology~~set ~~underpinning~~forth ~~our differentiated platform. In addition, we expect to invest~~ in ~~sales~~Part ~~and marketing to broaden our reach with new clients in the U.S. and abroad and deepen our penetration with existing clients. With our revenue growth objectives~~III, weItem ~~expect~~12 toof ~~continue~~this toAnnual ~~make~~Report ~~such~~on ~~investments~~Form ~~for the foreseeable future~~10-K. ~~We intend to continue to gradually increase our general and administrative spending to support our growing operational needs.~~

We have a track record of successfully identifying and integrating complementary businesses within the professional and financial services industry. To complement our organic investment in innovation and accelerate our growth, we will continue to evaluate acquisition opportunities that help us extend our platform, broaden and deepen our market leadership, and add new clients. 44

~~Key~~Table ~~Business~~of ~~Metrics~~ Contents

WePerformance ~~review~~Graph a number of operating and financial metrics, including the following key metrics to help us evaluate our business, measure our performance and the effectiveness of our sales and marketing efforts, identify trends affecting our business, formulate business plans and budgets, and make strategic decisions.

~~Annual~~The ~~Recurring~~following ~~Revenues~~graph ~~(“ARR”)~~shows a comparison of the cumulative total stockholder return for our common stock to the Nasdaq Composite — Total Return Index and S&P Software & Services Select Industry Index, assuming an initial investment of $100 at the market close on June 30, 2021, the date our stock commenced trading on the Nasdaq Global Select Market through June 30, 2025. Such comparisons are based on historical results and are not intended to suggest future performance. Data for the Nasdaq Composite Total Return Index and S&P Software & Services Select Industry Index assume reinvestment of dividends.

~~ARR~~The ~~represents~~performance ~~the~~graph ~~annualized~~above ~~recurring~~shall ~~value~~not ofbe ~~all~~deemed ~~active~~“soliciting ~~SaaS~~material” ~~and~~or ~~on-premise~~to ~~subscription~~be ~~license~~“filed” ~~contracts at the end of a reporting period. Contracts~~ with ~~a term other than one year are annualized by taking~~ the ~~committed~~SEC ~~contract value~~ for ~~the~~purposes ~~current~~of ~~period~~Section ~~divided~~18 ~~by number~~ of ~~days~~the inExchange ~~that~~Act ~~period~~or ~~then~~incorporated ~~multiplying~~ by ~~365.~~reference Asinto ~~a metric, ARR mitigates fluctuations in revenue recognition due to certain factors, including contract term and the sales mix of SaaS contracts and subscription licenses. ARR does not have~~ any ~~standardized meaning and may not be comparable to similarly titled measures presented by other companies. ARR should be viewed independently~~ of ~~revenues and deferred revenues and is not intended to be combined with or to replace either of those elements of~~ our ~~financial~~filings ~~statements.~~under ~~ARR is not a forecast and~~ the ~~active~~Exchange ~~contracts~~Act ator the ~~end~~Securities ~~of a reporting period used in calculating ARR may or may not be extended or renewed by our clients~~Act.

~~ARR~~Item ~~was $404~~6.2 ~~million and $330.2 million as of June 30, 2024 and 2023, respectively, an increase of 22%.~~ [Reserved]

~~Cloud ARR~~ 45

~~Cloud~~Table ~~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. Contents

~~Cloud~~Item ~~ARR was $296.~~7 ~~million and $222~~.3 ~~million~~Management’s asDiscussion ~~of June 30, 2024~~ and ~~2023,~~Analysis ~~respectively, an increase~~ of ~~33%,~~Financial ~~and~~Condition ~~represented 73%~~ and ~~67%~~Results of ~~ARR for fiscal years 2024 and 2023, respectively~~Operations.

44The following discussion and analysis of our financial condition and results of operations should be read together with our audited consolidated financial statements and related notes and other financial information included in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled “Cautionary Note regarding Forward-Looking Statements” and “Risk Factors”. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year.

~~Table~~A discussion regarding our financial condition and results of ~~Contents~~operations for the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024 is presented below. A discussion regarding our financial condition and results of operations for the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on August 26, 2024.

~~Net~~Overview ~~Revenue Retention (“NRR”)~~

We ~~measure~~are ~~our~~a ~~ability~~leading toglobal ~~grow~~provider of AI-powered solutions for the world’s premier accounting, consulting, investment banking, legal, private capital and ~~retain~~real ~~ARR~~assets ~~from~~firms. ~~existing~~Our ~~clients~~vertical ~~using~~software as a ~~metric~~service we(“SaaS”) ~~refer~~solutions help professionals apply their collective expertise to asmake ~~NRR.~~smarter Wedecisions, ~~calculate~~manage ~~this~~risk, byincrease ~~starting~~competitive ~~with~~advantage ~~the~~and ~~ARR~~drive ~~from~~new growth. Using the ~~cohort~~power of ~~all~~Applied ~~clients~~AI, asour ofpurpose-built ~~the~~vertical ~~twelve~~SaaS ~~months~~solutions ~~prior~~help tofirms accelerate the ~~applicable~~flow ~~fiscal~~of ~~period~~information, oractivate ~~prior~~expertise, ~~period~~empower ~~ARR.~~teams, Westrengthen ~~then~~client ~~calculate~~relationships, ~~the~~reduce ~~ARR~~risk, ~~from~~and ~~these~~adapt ~~same~~more ~~clients~~quickly asin ofa ~~the~~highly ~~current~~complex ~~fiscal~~ecosystem. ~~period~~The world’s top firms — across accounting, orconsulting, ~~current~~investment ~~period~~banking, ~~ARR.~~legal, Weprivate ~~then~~capital, ~~divide~~and ~~the~~real ~~current~~assets ~~period~~— ~~ARR~~trust byIntapp’s ~~the~~industry-specific ~~prior~~platform ~~period~~and ~~ARR~~solutions to ~~calculate~~modernize ~~the~~and ~~NRR.~~drive new growth.

~~This~~Highlights ~~metric accounts~~ for ~~changes~~the inFiscal ~~our~~Year recurring revenue base from cross-sell (additional solution capabilities sold), upsell (additional seats sold), price changes, and client attrition (including contraction of solution capabilities, contraction of seats and client churn). We upsold additional seats and cross-sold new solutions to our existing clients such that our trailing twelve months’ NRR rate as of June 30, 2024 was 116%, which is within our expected range of 113% to 117%.2025

~~Cloud~~During ~~NRR~~fiscal year 2025, we generated total revenues of $504.1 million with a gross margin of 74%. Our operating cash flow was $123.5 million and we completed the acquisition of TermSheet, LLC. Total cash and cash equivalents as of June 30, 2025 was $313.1 million. Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $719.7 million as of June 30, 2025.

~~Cloud~~How ~~NRR is the portion of our NRR which represents the net revenue retention of our SaaS contracts.~~ We ~~calculate~~Generate Cloud NRR by starting with the Cloud ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period Cloud ARR. We then calculate the Cloud ARR from these same clients as of the current fiscal period, or current period Cloud ARR. We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud NRR. Our trailing twelve months’ Cloud NRR as of June 30, 2024 was 121%. Revenue

~~Number~~We generate revenues primarily from software subscriptions, typically with one-year or multi-year contract terms. 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 license revenues related to subscription fees upfront and license revenues related to support ratably over the term of ~~Clients~~the support contract. We generally price our subscriptions based on the number of users adopting our solution and the modules deployed.

We ~~believe~~expect ~~our ability to increase~~ the ~~number~~vast majority of ~~clients on~~ our ~~platform~~new isARR a(as ~~key~~defined ~~indicator~~below) ~~of the~~ growth ofin ~~our~~the ~~business and our~~ future ~~business~~to ~~opportunities.~~be Wefrom ~~define a client at~~ the ~~end~~sale of ~~any~~SaaS ~~reporting period as an entity with at least one active subscription as of the measurement date~~subscriptions. ~~As of June 30, 2024, we had over 2,550 clients. No single client represented more than 10% of total revenues for fiscal years 2024, 2023 and 2022, respectively.~~

~~Our~~We ~~client~~generate ~~base~~service ~~includes~~revenues ~~some~~primarily offrom ~~the largest and most reputable~~ professional ~~and financial~~ services ~~firms globally~~. ~~These~~Our clients ~~have~~utilize ~~the~~these ~~financial~~services ~~and operating resources needed~~ to ~~purchase,~~configure ~~deploy,~~ and ~~successfully~~implement ~~use~~one ~~the~~or ~~full~~more ~~capabilities~~modules of ~~our~~the ~~software~~Intapp ~~platform,~~Intelligent ~~and as such~~Cloud, weintegrate ~~believe~~those ~~the~~modules ~~number of our clients~~ with ~~contracts greater than $100,000 of ARR is an important metric for highlighting our progress on~~ the ~~path~~existing ~~to full adoption of our~~ platform ~~by our professional~~ and ~~financial~~with ~~services~~other ~~clients.~~core Assystems ofin ~~June~~their ~~30,~~IT ~~2024 and 2023~~environment, weupgrade ~~had~~their ~~698~~existing ~~and 603 clients~~deployment, ~~respectively,~~and ~~with~~provide ~~contracts~~training ~~greater~~for ~~than~~their ~~$100,000~~employees. ofOther ~~ARR,~~professional ofservices ~~which~~include 73strategic consulting and 53advisory ~~clients~~work, ~~respectively,~~which ~~had~~are ~~contracts~~generally ~~greater~~provided ~~than~~on ~~$1.0~~a ~~million~~standalone ~~of ARR~~basis.

~~Components of Our Results of Operations~~ 46

~~Revenues~~Table of Contents

WeKey ~~generate~~Factors ~~recurring~~Affecting revenues from the sale of our SaaS solutions, subscriptions to our term software applications, and from providing support for those applications. We generate non-recurring revenues primarily by delivering professional services for the configuration, implementation and upgrade of our solutions. Our ~~recurring~~Performance ~~revenues accounted for 87%, 86% and 87% of our total revenues during fiscal years 2024, 2023 and 2022, respectively.~~

~~SaaS~~Market Adoption of our Cloud Platform. Our future growth depends on our ability to win new accounting, consulting, investment banking, legal, private capital and ~~Support~~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. We must demonstrate to new and existing clients the benefits of selecting our cloud platform, and support those deployments once live with reliable and secure service. From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within accounting, consulting, investment banking, legal, private capital and real assets firms to embrace the Intapp Intelligent Cloud over point solutions, internally developed solutions, and horizontal solutions. If our clients do not continue to see the ability of our platform to generate return on investment relative to other software alternatives, net revenue retention could suffer and our operating results may be adversely affected.

Continued Investment in Innovation and Growth. We ~~recognize~~have ~~revenues~~made ~~from~~substantial investments in research and development and sales and marketing to achieve a leadership position in our ~~SaaS~~market ~~solutions~~and ~~ratably~~grow ~~over~~our ~~the~~revenues ~~term~~and ofclient ~~the~~base. ~~contract~~We ~~beginning~~intend ~~once~~to ~~the~~continue ~~SaaS~~to ~~environment~~invest isin ~~provisioned~~research and ~~made~~development ~~available~~to build new capabilities and maintain the core technology underpinning our differentiated platform. In addition, we expect to invest in sales and marketing to broaden our reach with new clients in the U.S. ~~The~~and ~~initial~~abroad ~~term~~and ofdeepen our ~~SaaS~~penetration ~~contracts~~with isexisting ~~generally~~clients. ~~one~~With our revenue growth objectives, we expect to ~~three~~continue ~~years~~to inmake ~~duration~~such investments for the foreseeable future. We intend to continue to gradually increase our general and administrative spending to support our growing operational needs.

~~Support~~We ~~revenues~~have ~~consist~~a oftrack ~~non-cancelable~~record ~~support~~of ~~which~~successfully isidentifying, ~~included~~acquiring ~~with our subscription licenses~~ and ~~entitles~~integrating ~~clients~~complementary tobusinesses ~~receive~~within ~~technical~~the ~~support~~accounting, ~~and~~consulting, ~~software~~investment ~~updates~~banking, onlegal, aprivate ~~when~~capital and ifreal ~~available~~assets ~~basis~~industries. WeTo ~~recognize~~complement ~~revenues~~our ~~for~~organic ~~support~~investment ~~ratably~~in ~~over~~innovation ~~the~~and ~~term~~accelerate ofour ~~the~~growth, ~~support~~we ~~contract~~will ~~which corresponds to the underlying subscription license agreement. We expect to~~ continue to ~~generate~~evaluate aacquisition ~~relatively~~opportunities ~~consistent~~that ~~stream~~help ofus ~~revenues~~extend ~~from support services we provide to~~ our ~~existing subscription license clients. However~~platform, ~~over~~broaden ~~time~~and asdeepen ~~we focus on new sales of~~ our ~~SaaS~~market ~~solutions~~leadership, and ~~encourage~~add ~~existing~~new ~~subscription license~~ clients ~~to migrate to SaaS solutions, we expect revenues from support to decrease as a percentage of total revenues~~.

45Key Business Metrics

~~Table~~We review a number of ~~Contents~~operating and financial metrics, including the following key metrics to help us evaluate our business, measure our performance and the effectiveness of our sales and marketing efforts, identify trends affecting our business, formulate business plans and budgets, and make strategic decisions.

~~Subscription~~Annual ~~License~~Recurring Revenues (“ARR”)

~~Our~~ARR ~~subscription~~represents ~~licenses~~the ~~provide~~annualized ~~the~~recurring ~~client~~value ~~with~~of all active SaaS and on-premise license contracts at the ~~right~~end toof ~~functional~~a ~~intellectual~~reporting ~~property~~period. ~~and~~Contracts ~~are~~with ~~distinct~~a ~~performance~~term ~~obligations~~other asthan ~~the~~one ~~client~~year ~~can~~are ~~benefit~~annualized ~~from~~by taking the ~~subscription~~committed ~~licenses~~contract onvalue ~~their~~for ~~own.~~the ~~The~~current ~~transaction~~period ~~price~~divided ~~allocated~~by tonumber ~~subscription~~of ~~license~~days ~~arrangements~~in isthat ~~recognized~~period asthen ~~revenues~~multiplying atby 365. As a ~~point~~metric, inARR ~~time~~mitigates ~~when~~fluctuations ~~control~~in isrevenue ~~transferred~~recognition due to ~~the~~certain ~~client~~factors, ~~which~~including ~~generally~~contract ~~occurs~~term atand the ~~time~~sales mix of ~~delivery~~SaaS ~~for~~contracts aand ~~new~~licenses. ~~contract~~ARR ordoes ~~commencement~~not ofhave ~~the~~any ~~renewal~~standardized ~~term~~meaning ~~for~~and ~~renewals~~may not be comparable to similarly titled measures presented by other companies. ~~Subscription~~ARR ~~license~~should ~~fees~~be ~~are~~viewed ~~generally~~independently ~~payable~~of inrevenues ~~advance~~and ondeferred anrevenues ~~annual~~and ~~basis~~is ~~over~~not ~~the~~intended ~~term~~to be combined with or to replace either of ~~the~~those ~~license~~elements ~~arrangement,~~of ~~which~~our financial statements. ARR is ~~typically~~not ~~non-cancelable~~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.

~~Professional~~ARR ~~Services~~was $485.4 million and $404.2 million as of June 30, 2025 and 2024, respectively, an increase of 20%.

~~Our~~Cloud ~~professional~~ARR services primarily consist of implementation, configuration and upgrade services provided to clients. These engagements are billed to clients either on a time and materials or milestone basis; revenues are recognized as invoiced or in proportion to the work performed, respectively. We expect the demand for our professional services to increase due to client growth and the need for implementation, upgrade, and migration services for new and existing clients. This demand will be affected by the mix of professional services that are provided by us versus provided by our third-party implementation partners. Our professional services are currently loss making (after allocated overhead costs for facilities and IT) and accounted for 13%, 14% and 13% of our total revenues during fiscal years 2024, 2023 and 2022, respectively.

~~Cost~~Cloud ARR is the portion of ~~Revenues~~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.

~~Our~~Cloud ~~cost~~ARR ofwas ~~revenues~~$383.1 ~~consists~~million ~~primarily of expenses related to providing SaaS subscription, support~~ and ~~professional~~$296.7 ~~services~~million toas ~~our~~of ~~clients,~~June ~~including personnel costs (salaries~~30, ~~bonuses,~~2025 ~~benefits~~ and ~~stock-based compensation) and related expenses for client support and services personnel~~2024, ~~as well as cloud infrastructure costs~~respectively, ~~third-party~~an ~~expenses,~~increase ~~amortization~~ of ~~capitalized~~29%, ~~internal-use software costs~~ and ~~acquired~~represented ~~intangible~~79% ~~assets,~~ and ~~allocated~~73% ~~overhead costs. We do not have any cost~~ of ~~revenues~~ARR ~~related~~for tofiscal ~~our~~years ~~subscription~~2025 ~~licenses. We expect our cost of revenues to increase in absolute dollars as we expand our SaaS client base over time as this will result in increased cloud infrastructure costs~~ and ~~increased~~2024, ~~costs for additional personnel to provide technical support services to our growing client base~~respectively.

~~Cost of SaaS and Support~~ 47

~~Our~~Table ~~cost~~ of SaaS and support revenues comprises the direct costs to deliver and support our products, including personnel costs, allocated overhead costs for facilities and IT, third-party hosting fees related to cloud services, amortization of capitalized internal-use software costs and amortization of acquired intangible assets. Contents

~~Cost~~Cloud ofNet ~~Professional~~Revenue ~~Services~~Retention (“NRR”)

~~Our~~Cloud ~~cost~~NRR is the portion of ~~professional~~our ~~services~~NRR ~~revenues~~which ~~comprises~~represents the ~~personnel-related~~net ~~costs~~revenue ~~for~~retention of our ~~professional~~SaaS ~~services~~contracts. ~~employees~~We ~~and~~calculate ~~contractors~~Cloud ~~responsible~~NRR ~~for~~by ~~delivering~~starting ~~implementation,~~with ~~upgrade~~the ~~and~~Cloud ~~migration~~ARR ~~services~~from tothe ~~our~~cohort of all clients. ~~This~~as ~~includes~~of ~~personnel~~the ~~costs~~twelve ~~and~~months ~~allocated~~prior ~~overhead~~to ~~costs~~the ~~for~~applicable ~~facilities~~fiscal ~~and~~period, ITor prior period Cloud ARR. We ~~expect~~then calculate the ~~cost~~Cloud ofARR ~~professional~~from ~~services~~these ~~revenues~~same toclients ~~increase~~as inof ~~absolute~~the ~~dollars~~current asfiscal weperiod, ~~continue~~or tocurrent ~~hire~~period ~~personnel~~Cloud ~~and~~ARR. ~~engage~~We ~~contractors~~then todivide ~~provide~~the ~~implementation,~~current ~~upgrade~~period ~~and~~Cloud ~~migration~~ARR ~~services~~by the prior period Cloud ARR to ~~our~~calculate ~~growing~~the ~~client~~Cloud ~~base~~NRR.

~~Operating~~This ~~Expenses~~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 June 30, 2025 was 120%.

~~Research~~Number ~~and~~of ~~Development~~Clients

~~Our~~We ~~research~~believe ~~and~~our ~~development~~ability ~~expenses~~to ~~consist~~increase ~~primarily~~the number of ~~personnel-related~~clients ~~costs~~on ~~for~~our ~~engineering~~platform ~~and~~is ~~product~~a ~~development~~key ~~employees,~~indicator ~~costs~~of the growth of ~~third-party~~our ~~services,~~business and ~~allocations~~our offuture ~~various~~business ~~overhead,~~opportunities. ~~cloud~~We ~~hosting~~define ~~costs~~a ~~and~~client ~~facilities~~at ~~costs.~~the Weend ~~expect~~of ~~our~~any ~~research~~reporting ~~and~~period ~~development~~as ~~expenses~~an toentity ~~continue~~with toat ~~increase~~least inone ~~absolute~~active ~~dollars~~subscription ~~for~~as of the ~~foreseeable~~measurement ~~future~~date. asAs weof ~~continue~~June to30, ~~dedicate~~2025, ~~substantial~~we ~~internal~~had ~~resources~~over ~~to develop~~2,700 ~~improve~~clients. ~~and~~No ~~expand~~single ~~the~~client ~~functionality~~represented more than 10% of ~~our~~total ~~solutions~~revenues for fiscal years 2025, 2024 and 2023, respectively.

46Our 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 June 30, 2025 and 2024, we had 795 and 698 clients, respectively, with contracts greater than $100,000 of ARR, of which 109 and 73 clients, respectively, had contracts greater than $1.0 million of ARR.

~~Table~~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 ~~Contents~~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.

~~Sales~~Components ~~and~~of ~~Marketing~~Our Results of Operations

~~Our~~Certain ~~sales~~prior ~~and~~period ~~marketing~~amounts ~~expenses~~reported ~~consist~~have ~~primarily~~been ofreclassified ~~costs~~to ~~incurred~~conform ~~for~~to ~~personnel-related~~the ~~costs~~current ~~for~~year ~~our~~presentation. ~~sales~~Effective ~~and~~July ~~marketing~~1, ~~employees~~2024, aswe ~~well~~adjusted asthe ~~commission~~classification ~~payments~~of support services related to ~~our~~subscription ~~sales~~license ~~employees,~~to ~~costs~~be ofincluded ~~marketing~~within ~~events~~“license” ~~and~~on ~~online~~the ~~advertising,~~consolidated ~~allocations~~statements of ~~various~~operations. ~~overhead~~Prior ~~and~~to ~~facilities~~July ~~costs~~1, ~~and~~2024, ~~travel~~support ~~and~~services ~~entertainment~~related ~~expenses.~~to Wesubscription ~~capitalize~~license ~~client~~was ~~acquisition~~included ~~costs~~in ~~(principally~~a ~~commissions~~line ~~paid~~item toentitled ~~sales~~“SaaS ~~personnel)~~ and ~~subsequently~~Support.” ~~amortize~~The ~~these~~presentation ~~costs~~of ~~over~~cost of revenues has been conformed to reflect the ~~expected~~changes ~~period~~related to the presentation of ~~benefit~~revenues. InSuch reclassifications related to the ~~medium-term,~~presentation weof ~~expect~~revenues toand ~~see~~cost anof ~~increase~~revenues ineffective ~~sales~~as of July 1, 2024 and ~~marketing~~did ~~expense~~not asaffect we

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