Form 4: Intapp Executive Sells Shares for Tax After Vesting

Intapp's President of Industries, David Benjamin Harrison, sold 6,690 shares of common stock for tax liabilities following the vesting of performance share units and restricted stock units.

Summary

• David Benjamin Harrison, President, Industries at Intapp, Inc. (INTA), acquired 16,247 shares of common stock on August 19, 2025, from the vesting of performance share units (PSUs) earned based on performance conditions.
• On August 19, 2025, Harrison also received a grant of 21,000 Restricted Share Units (RSUs) under the Intapp, Inc. 2021 Omnibus Incentive Plan.
• On August 20, 2025, 2,890 Restricted Share Units (RSUs) vested.
• Following these vestings, Harrison sold a total of 6,690 shares of Intapp common stock on August 20, 2025, to cover tax liabilities.
• The sales were executed under a Rule 10b5-1 plan established on May 14, 2025.
• The shares were sold at weighted average prices of $41.8477 (4,090 shares), $42.3552 (2,507 shares), and $43.0935 (93 shares).
• After these transactions, Harrison beneficially owns 12,447 shares of common stock directly and 23,138 derivative Restricted Share Units directly.

Sentiment

Score: 5

Explanation: The executive's sale of shares was for tax liabilities incurred upon the vesting of performance and restricted share units, and was conducted under a pre-arranged 10b5-1 plan. This indicates a non-discretionary sale rather than a bearish outlook. The executive also received new RSU grants and vested performance shares, which is a positive for compensation.

Positives

• Performance share units were earned, indicating achievement of applicable performance conditions.
• The vesting of performance share units and restricted share units represents compensation for the executive.
• The sales were pre-planned under a Rule 10b5-1 plan, indicating they were not discretionary sales based on new information.

Negatives

• An executive selling shares, even for tax purposes, reduces their direct ownership in the company.

Future Outlook

The 21,000 Restricted Share Units granted on August 19, 2025, are scheduled to vest as to 8.33% of the shares on November 20, 2025, and in 11 equal quarterly installments thereafter, subject to continued employment.

Industry Context

This filing is specific to an insider transaction and does not provide broader industry context.

Stakeholder Impact

• Shareholders: The sale of shares by an executive, even for tax, slightly increases the float and could be perceived negatively if not understood as a pre-planned tax-related transaction. However, the executive's continued holding of shares and new RSU grants indicate ongoing alignment.
• Employees: The vesting of performance share units and RSUs demonstrates the company's compensation structure, which could be seen as positive for employee incentives.

Next Steps

• Future vesting of 21,000 Restricted Share Units, with the first installment on November 20, 2025, and subsequent quarterly installments.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events (vesting of performance and restricted share units) and subsequent sales to cover tax liabilities, executed under a pre-arranged 10b5-1 plan. Such transactions are generally non-discretionary and do not typically signal a change in the executive's outlook on the company's prospects. The executive also received a new grant of RSUs, indicating continued long-term incentive alignment. Therefore, this filing alone does not provide sufficient new information to warrant a change from a 'hold' recommendation.

Keywords

Intapp, INTA, SEC Form 4, Insider Trading, Stock Sale, Restricted Share Units, Performance Share Units, Executive Compensation, Rule 10b5-1, David Benjamin Harrison