23 unchanged sentences
Other Information
−Removed: Not applicable.
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: During the three months ended January 31, 2024, the following Section 16 officers or directors adopted, modified or terminated a “Rule 10b5-1 trading arrangement ” as defined in Item 408 of Regulation S-K, as follows:
+Added: On January 11, 2024 , Josh Glover , President and Chief Revenue Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 40,000 shares of our common stock.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until May 15, 2025, or earlier if all transactions under the trading arrangement are completed.
+Added: On January 16, 2024 , Sean Desmond , Chief Customer Success Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 33,000 shares of our common stock.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until September 3, 2024, or earlier if all transactions under the trading arrangement are completed.
+Added: On January 16, 2024 , Gregory Orenstein , Chief Financial Officer & Treasurer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 172,448 shares of our common stock.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until January 17, 2025, or earlier if all transactions under the trading arrangement are completed.
+Added: On January 16, 2024 , April Rieger , Chief Legal & Compliance Officer and Secretary , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 39,144 shares of our common stock.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until January 17, 2025, or earlier if all transactions under the trading arrangement are completed.
+Added: On January 16, 2024 , William Ruh , Director , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 185,000 shares of our common stock.
+Added: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: The duration of the trading arrangement is until January 16, 2025, or earlier if all transactions under the trading arrangement are completed.
+Added: No other officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement ,” as defined in Regulation S-K Item 408, during the fiscal quarter.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
The information required by this Item 10 is incorporated by reference from the sections entitled “ Proposal One:
−Removed: Election of the Three Class III Directors Named in this Proxy Statement ,” “ Corporate Governance ,” and “ Executive Officers ” from our Proxy Statement relating to our 2023 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2023 .
+Added: Election of Class I Directors Named in this Proxy Statement ,” “ Corporate Governance ,” and “ Executive Officers ” from our Proxy Statement relating to our 2024 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2024 .
Executive Compensation
10 unchanged sentences
Financial Statement Schedules
−Removed: Schedule II Valuation and Qualifying Accounts
−Removed: Deferred Tax Assets Valuation Allowance
−Removed: Fiscal Year Ended January 31,
−Removed: ($ in thousands) 2021 2022 2023
−Removed: Balance, beginning of period $ 36,425 $ 70,056 $ 109,021
−Removed: Net increase during the year 33,631 38,965 29,338
−Removed: Balance, end of period $ 70,056 $ 109,021 $ 138,359
−Removed: Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.
+Added: The Financial Statement Schedules have been omitted because they are not required, not applicable, or the required information is included in the Consolidated Financial Statements or Notes thereto.
+Added: The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
28 unchanged sentences
S-1/A 333-239335 4.7 July 6, 2020
+Added: Incorporated by Reference
+Added: Exhibit Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date Filed Herewith
4.8 Sixth Amendment to First Amended and Restated Investors’ Rights Agreement, dated September 16, 2019, among nCino, Inc.
9 unchanged sentences
4.11 Description of Capital Stock
+Added: 10-K 001-41211 4.11 March 28, 2023
10.1† nCino, Inc.
7 unchanged sentences
S-1/A 333-239335 10.3 July 6, 2020
−Removed: Incorporated by Reference
−Removed: Exhibit Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date Filed Herewith
10.4† Amended and Restated Employment Agreement with Pierre Naudé.
S-1/A 333-239335 10.4 July 6, 2020
−Removed: 10.5† Amended and Restated Employment Agreement with David Rudow.
−Removed: S-1/A 333-239335 10.5 July 6, 2020
10.5† Amended and Restated Employment Agreement with Joshua Glover.
1 unchanged sentence
10.6† Amended and Restated Employment Agreement with Gregory D.
+Added: 10-K 001-41211 10.7 March 28, 2023
10.7† Employment Agreement with April Rieger
+Added: 10-K 001-41211 10.8 March 28, 2023
10.8† Employment Agreement with Matthew Hansen
−Removed: 10.10† Separation and Release Agreement, dated January 19, 2023, by and among David Rudow and nCino, Inc.
−Removed: 8-K/A 001-41211 10.1 January 24, 2023
+Added: 10-K 001-41211 10.9 March 28, 2023
10.9† Form of Indemnification Agreement entered into by and between nCino, Inc.
18 unchanged sentences
10-K 001-39380 10.12 March 31, 2021
+Added: Incorporated by Reference
+Added: Exhibit Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date Filed Herewith
10.17 Lease by and between nCino, Inc.
14 unchanged sentences
10-Q 001-41211 10.1 November 30, 2022
−Removed: Incorporated by Reference
−Removed: Exhibit Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date Filed Herewith
10.23 First Amendment to Office Lease (New Building) by and between nCino, Inc.
and Cloud Real Estate Holdings, LLC, dated March 20, 2023
+Added: 10-K 001-41211 10.25 March 28, 2023
10.24 Third Amendment to Office Lease (Existing Building) by and between nCino, Inc.
and Cloud Real Estate Holdings, LLC, dated March 20, 2023
+Added: 10-K 001-41211 10.26 March 28, 2023
+Added: 10.25++ Amendment to Partner Application Distribution Agreement by and between Salesforce and the Company, dated December 20, 2023
+Added: 10.26 First Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc.
+Added: as guarantors and Bank of America, N.A., dated February 9, 2024
+Added: 8-K 001-41211 10.1 February 13, 2024
+Added: 10.27 Second Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc.
+Added: as guarantors and Bank of America, N.A., dated March 17, 2024
+Added: 8-K 001-41211 10.1 March 18, 2024
21.1 List of subsidiaries of nCino, Inc.
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 nCino, Inc.
+Added: Policy on Recoupment of Incentive Compensation
101.INS Inline XBRL Instance Document X
+Added: Incorporated by Reference
+Added: Exhibit Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date Filed Herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document X
7 unchanged sentences
++ Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
−Removed: * The certifications furnished in Exhibit 32.1 and 32.
−Removed: 2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates by reference.
+Added: * The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates by reference.
Form 10–K Summary
29 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.