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Item 1. Financial Statements

2024-12-04 compared with 2024-08-27 · 128 added, 111 removed, 615 unchanged (28% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

January 31, 2024 July 31, 2024

January 31, 2024 October 31, 2024

Current assets

Cash and cash equivalents (VIE:

$ 2,277 and $ 1,963 at January 31, 2024 and July 31, 2024, respectively)

$ 2,277 and $ 1,595 at January 31, 2024 and October 31, 2024, respectively)

$ 112,085 $ 257,894

Accounts receivable, less allowances of $ 1,451 and $ 1,204 at January 31, 2024 and July 31, 2024, respectively

Accounts receivable, less allowances of $ 1,451 and $ 1,172 at January 31, 2024 and October 31, 2024, respectively

112,975 65,013

7 unchanged sentences

Intangible assets, net 115,572 128,344

Investments (related party $ 2,500 at January 31, 2024 and July 31, 2024)

Investments (related party $ 2,500 at January 31, 2024 and October 31, 2024)

Long-term prepaid expenses and other assets 10,089 10,931

20 unchanged sentences

Preferred stock, $ 0.001 par value;

10,000,000 shares authorized, and none issued and outstanding as of January 31, 2024 and July 31, 2024

10,000,000 shares authorized, and none issued and outstanding as of January 31, 2024 and October 31, 2024

Common stock, $ 0.0005 par value;

500,000,000 shares authorized as of January 31, 2024 and July 31, 2024;

113,684,299 and 115,387,309 shares issued and outstanding as of January 31, 2024 and July 31, 2024, respectively

500,000,000 shares authorized as of January 31, 2024 and October 31, 2024;

113,684,299 and 115,650,585 shares issued and outstanding as of January 31, 2024 and October 31, 2024, respectively

Additional paid-in capital 1,400,881 1,456,411

6 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

18 unchanged sentences

Loss before income taxes ( 15,395 ) ( 1,563 ) ( 40,180 ) ( 16,112 )

Income tax provision (benefit) 1,545 1,753 2,938 ( 1,229 )

Income tax provision 1,782 2,589 4,720 1,360

Net loss ( 17,177 ) ( 4,152 ) ( 44,900 ) ( 17,472 )

12 unchanged sentences

(In thousands)

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

13 unchanged sentences

(In thousands, except share data)

Three Months Ended July 31, 2023

Three Months Ended October 31, 2023

Common Stock Additional

4 unchanged sentences

Shares Amount

Balance, April 30, 2023 112,200,481 $ 56 $ 1,346,250 $ 818 $ ( 321,705 ) $ 1,025,419

Balance, July 31, 2023 112,661,660 $ 56 $ 1,364,757 $ 844 $ ( 337,516 ) $ 1,028,141

Exercise of stock options 106,772 1 967 — — 968

4 unchanged sentences

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — 478 — ( 16,857 ) ( 16,379 )

Balance, July 31, 2023 112,661,660 $ 56 $ 1,364,757 $ 844 $ ( 337,516 ) $ 1,028,141

Three Months Ended July 31, 2024

Balance, October 31, 2023 113,030,730 $ 57 $ 1,382,019 $ 906 $ ( 354,373 ) $ 1,028,609

Three Months Ended October 31, 2024

Common Stock Additional

4 unchanged sentences

Shares Amount

Balance, April 30, 2024 114,339,887 $ 57 $ 1,417,838 $ 872 $ ( 354,890 ) $ 1,063,877

Balance, July 31, 2024 115,387,309 $ 58 $ 1,439,245 $ 1,407 $ ( 365,855 ) $ 1,074,855

Exercise of stock options 78,206 — 486 — — 486

4 unchanged sentences

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 1,286 ) — ( 3,966 ) ( 5,252 )

Balance, July 31, 2024 115,387,309 $ 58 $ 1,439,245 $ 1,407 $ ( 365,855 ) $ 1,074,855

Balance, October 31, 2024 115,650,585 $ 58 $ 1,456,411 $ 1,615 $ ( 369,821 ) $ 1,088,263

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .

1 unchanged sentence

(In thousands, except share data)

Six Months Ended July 31, 2023

Nine Months Ended October 31, 2023

Common Stock Additional

11 unchanged sentences

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — 526 — ( 44,032 ) ( 43,506 )

Balance, July 31, 2023 112,661,660 $ 56 $ 1,364,757 $ 844 $ ( 337,516 ) $ 1,028,141

Six Months Ended July 31, 2024

Balance, October 31, 2023 113,030,730 $ 57 $ 1,382,019 $ 906 $ ( 354,373 ) $ 1,028,609

Nine Months Ended October 31, 2024

Common Stock Additional

11 unchanged sentences

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 2,205 ) — ( 17,063 ) ( 19,268 )

Balance, July 31, 2024 115,387,309 $ 58 $ 1,439,245 $ 1,407 $ ( 365,855 ) $ 1,074,855

Balance, October 31, 2024 115,650,585 $ 58 $ 1,456,411 $ 1,615 $ ( 369,821 ) $ 1,088,263

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .

1 unchanged sentence

(In thousands)

Six Months Ended July 31,

Nine Months Ended October 31,

Cash flows from operating activities

26 unchanged sentences

Purchases of property and equipment ( 3,083 ) ( 1,466 )

Purchase of investment ( 2,500 ) —

Net cash used in investing activities ( 5,939 ) ( 92,755 )

Cash flows from financing activities

Investment from redeemable non-controlling interest 983 —

Proceeds from borrowings on revolving credit facility — 241,000

16 unchanged sentences

(In thousands)

Six Months Ended July 31,

Nine Months Ended October 31,

Supplemental disclosure of cash flow information

4 unchanged sentences

Deferred costs, accrued but not paid $ — $ 120

Receivables from exercise of stock options $ 4 $ —

Accrued purchase price related to acquisitions $ — $ 150

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .

53 unchanged sentences

The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable.

The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2024 and July 31, 2024.

The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2024 and October 31, 2024.

The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions.

As of January 31, 2024 and July 31, 2024, no individual customer represented 10% of accounts receivable.

For the three and six months ended July 31, 2023 and 2024, no individual customer represented more than 10% of the Company’s total revenues.

As of January 31, 2024, no individual customer represented 10% of accounts receivable and, as of October 31, 2024, one individual customer represented 10 % of accounts receivable.

For the three and nine months ended October 31, 2023 and 2024, no individual customer represented more than 10% of the Company’s total revenues.

Restricted Cash:

Restricted cash primarily consists of a minimum cash balance the Company maintains with a lender under the Company's revolving credit facility.

The remaining restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards.

Restricted cash is included in long-term prepaid expenses and other assets at January 31, 2024 and July 31, 2024 on the unaudited condensed consolidated balance sheets.

Restricted cash primarily consisted of a minimum cash balance the Company maintained with a lender under the Company's revolving credit facility at January 31, 2024.

Restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards at October 31, 2024.

Restricted cash is included in long-term prepaid expenses and other assets and on the unaudited condensed consolidated balance sheets.

The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future.

5 unchanged sentences

A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

1 unchanged sentence

Charged to bad debt expense 368 — 1,124 25

Charged to deferred revenue 981 — 923 —

Write-offs and other — ( 32 ) ( 721 ) ( 304 )

4 unchanged sentences

The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative.

The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative.

Gains or losses resulting from

The Company assesses

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

observable price changes are recognized currently in the Company's unaudited condensed consolidated statements of operations.

at each reporting period if the investments continue to qualify for the measurement alternative.

Gains or losses resulting from observable price changes are recognized currently in the Company's unaudited condensed consolidated statements of operations.

The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable.

12 unchanged sentences

The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s unaudited condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

The guidance includes amendments to require public companies to provide additional disclosure about certain costs and expenses.

The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s unaudited condensed consolidated financial statements.

Variable Interest Entity and Redeemable Non-Controlling Interest

3 unchanged sentences

In October 2019, the Company initially contributed $ 4.7 million in cash in exchange for 51 % of the outstanding common stock of nCino K.K.

As of July 31, 2024, the Company controls a majority of the outstanding common stock in nCino K.K.

As of October 31, 2024, the Company controls a majority of the outstanding common stock in nCino K.K.

In October 2023, the Company made a further investment in nCino K.K.

6 unchanged sentences

are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

Balance, beginning of period $ 2,995 $ 4,133 $ 3,589 $ 3,428

Investment by redeemable non-controlling interest 983 — 983 —

Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 320 ) ( 186 ) ( 868 ) ( 409 )

4 unchanged sentences

stock options granted in accordance with nCino K.K.'s equity incentive plan.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Fair Value Measurements

4 unchanged sentences

Significant unobservable inputs which are supported by little or no market activity.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2024 and July 31, 2024 because of the relatively short duration of these instruments.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2024 and October 31, 2024 because of the relatively short duration of these instruments.

The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.

The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.

The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2024 and July 31, 2024 and indicates the fair value hierarchy of the valuation:

The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2024 and October 31, 2024 and indicates the fair value hierarchy of the valuation:

Fair value measurements on a recurring basis as of January 31, 2024

3 unchanged sentences

Total assets $ 39,008 $ — $ —

Fair value measurements on a recurring basis as of July 31, 2024

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Fair value measurements on a recurring basis as of October 31, 2024

Level 1 Level 2 Level 3

5 unchanged sentences

The Company's assets measured at fair value on a non-recurring basis include the investments accounted for under the measurement alternative.

There was no adjustment or impairment recognized for the three and six months ended July 31, 2023 and 2024.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

There was no adjustment or impairment recognized for the three and nine months ended October 31, 2023 and 2024.

Revenues by Geographic Area

Revenues by geographic region were as follows:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

4 unchanged sentences

Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer.

For the three and six months ended July 31, 2023 and 2024, no country outside the United States represented 10% or more of total revenues.

For the three and nine months ended October 31, 2023 and 2024, no country outside the United States represented 10% or more of total revenues.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Contract Amounts

Accounts Receivable

Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2024 and July 31, 2024:

As of January 31, 2024 As of July 31, 2024

Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2024 and October 31, 2024:

As of January 31, 2024 As of October 31, 2024

Trade accounts receivable $ 106,170 $ 48,316

5 unchanged sentences

Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenues recognized in the period.

During the six months ended July 31, 2024, $ 134.3 million of revenues were recognized out of the deferred revenue balance as of January 31, 2024.

Remaining performance obligations were $ 1.04 billion as of July 31, 2024.

During the nine months ended October 31, 2024, $ 167.9 million of revenues were recognized out of the deferred revenue balance as of January 31, 2024.

Remaining performance obligations were $ 1.10 billion as of October 31, 2024.

The Company expects to recognize approximately 67 % of its remaining performance obligation as revenues in the next 24 months, approximately 27 % more in the following 25 to 48 months, and the remainder thereafter.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Property and Equipment

Property and equipment, net consisted of the following:

As of January 31, 2024 As of July 31, 2024

As of January 31, 2024 As of October 31, 2024

Furniture and fixtures $ 12,066 $ 11,742

7 unchanged sentences

$ 79,145 $ 75,711

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

The Company recognized depreciation expense as follows:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

65 unchanged sentences

The net working capital adjustment was finalized in July 2024, resulting in an increase to the purchase price of $ 0.1 million which was recorded to goodwill.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of July 31, 2024:

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the ILT Acquisition Date:

Cash and cash equivalents $ 164

33 unchanged sentences

Translation adjustments 1,149

Balance, July 31, 2024 $ 908,000

Balance, October 31, 2024 $ 908,559

Intangible assets

Intangible assets, net are as follows:

As of January 31, 2024 As of July 31, 2024

As of January 31, 2024 As of October 31, 2024

Amount Accumulated

7 unchanged sentences

$ 190,715 $ ( 75,143 ) $ 115,572 $ 204,294 $ ( 75,950 ) $ 128,344

During the six months ended July 31, 2024, the Company wrote off approximately $ 20.6 million of fully amortized intangible assets and the corresponding accumulated amortization.

During the nine months ended October 31, 2024, the Company wrote off approximately $ 20.6 million of fully amortized intangible assets and the corresponding accumulated amortization.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The Company recognized amortization expense for intangible assets as follows:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

4 unchanged sentences

During the third quarter of fiscal 2024, the Company rebranded the SimpleNexus solution to nCino Mortgage, resulting in a change to the trade name useful life and recorded incremental amortization of $ 10.1 million to fully amortize the remaining trade name intangible asset.

The expected future amortization expense for intangible assets as of July 31, 2024 is as follows:

The expected future amortization expense for intangible assets as of October 31, 2024 is as follows:

Fiscal Year Ending January 31,

5 unchanged sentences

Stock Options

Stock option activity for the six months ended July 31, 2024 was as follows:

Stock option activity for the nine months ended October 31, 2024 was as follows:

Shares Weighted

3 unchanged sentences

Exercised ( 290,917 ) 7.58

Outstanding, July 31, 2024 998,618 $ 6.92

Exercisable, July 31, 2024 998,618 $ 6.92

Fully vested or expected to vest, July 31, 2024 998,618 $ 6.92

Outstanding, October 31, 2024 920,412 $ 7.00

Exercisable, October 31, 2024 920,412 $ 7.00

Fully vested or expected to vest, October 31, 2024 920,412 $ 7.00

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Restricted Stock Units

RSU activity during the six months ended July 31, 2024 was as follows:

RSU activity during the nine months ended October 31, 2024 was as follows:

Shares Weighted Average

4 unchanged sentences

Forfeited ( 704,777 ) 34.93

Nonvested, July 31, 2024 6,362,337 $ 33.19

As of July 31, 2024, total unrecognized compensation expense related to non-vested RSUs was $ 178.6 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.

Nonvested, October 31, 2024 6,367,467 $ 33.08

As of October 31, 2024, total unrecognized compensation expense related to non-vested RSUs was $ 166.6 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.

That cost is expected to be recognized over a weighted average period of 2.85 years.

2 unchanged sentences

Thereafter, offering periods begin each year on January 1 and July 1.

The fair value of ESPP shares during the six months ended July 31, 2023 and 2024 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:

Six Months Ended July 31,

The fair value of ESPP shares during the nine months ended October 31, 2023 and 2024 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:

Nine Months Ended October 31,

Expected life (in years) 0.50 0.50

6 unchanged sentences

Total stock-based compensation expense included in our unaudited condensed consolidated statements of operations were as follows:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

10 unchanged sentences

The components of lease expense were as follows:

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

2 unchanged sentences

Short-term lease expense 94 41 328 189

Total $ 1,897 $ 2,097 $ 3,785 $ 4,144

Sublease income $ — $ ( 232 ) $ — $ ( 232 )

Total lease expense $ 1,783 $ 1,884 $ 5,568 $ 6,028

Supplemental cash flow information related to operating leases were as follows:

Six Months Ended July 31,

Nine Months Ended October 31,

Cash paid for amounts included in the measurement of operating lease liabilities $ 3,324 $ 3,236

1 unchanged sentence

Operating right-of-use assets and operating lease liabilities disposed of 115 1,947

The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of July 31, 2024 were 6.21 years and 6.8 %, respectively.

Future minimum lease payments as of July 31, 2024 were as follows:

The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of October 31, 2024 were 6.25 years and 6.8 %, respectively.

Future minimum lease payments as of October 31, 2024 were as follows:

Fiscal Year Ending January 31, Operating Leases

11 unchanged sentences

as lender (the “Lender”), pursuant to which the Lender provided to the Borrower a senior secured revolving credit facility of up to $ 50.0 million (the “2022 Credit Facility”).

The Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $ 7.5 million.

Any issuance of letters of credit will reduce the amount available under the Credit Facility.

The 2022 Credit Facility included borrowing capacity available for letters of credit subject to a sublimit of $ 7.5 million.

Any issuance of letters of credit would have reduced the amount available under the 2022 Credit Facility.

The Company was also required to maintain at least $ 5.0 million of the Company's cash and/or marketable securities with the Lender which was considered restricted cash and was included in long-term prepaid expenses and other assets as of January 31, 2024.

On February 9, 2024, the Company entered into a First Amendment to extend the existing maturity date of the 2022 Credit Facility provided for under the 2022 Credit Agreement to February 11, 2025.

On March 17, 2024, the Company entered into the Second Amendment which increased our borrowing availability to $ 100.0 million and extended the existing maturity date of the Credit Facility under the Credit Facility to March 17, 2029.

Borrowings under the Credit Facility bear interest, at the Borrower’s option, at:

On March 17, 2024, the Company entered into the Second Amendment which increased our borrowing availability to $ 100.0 million and extended the existing maturity date of the 2022 Credit Facility to March 17, 2029.

Borrowings under the 2022 Credit Facility accrued interest, at the Borrower’s option, at:

(i) a base rate equal to the greatest of (a) the Lender’s “prime rate”, (b) the federal funds rate plus 0.50 %, and (c) the Term SOFR rate plus 1.00 % (provided that the base rate shall not be less than 0.00 %), plus a margin of 1.3125 %;

or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00 %), plus a margin of 2.3125 %, in each case with such margin subject to a step down based on achievement of a certain leverage ratio.

The Company is also required to pay an unused commitment fee to the Lender of 0.30 % of the average daily unutilized commitments (with a step down based on achievement of a certain leverage ratio).

The Company was also required to pay an unused commitment fee to the Lender of 0.30 % of the average daily unutilized commitments (with a step down based on achievement of a certain leverage ratio).

The Company was also required to pay customary letter of credit fees.

On October 28, 2024, the Company terminated the 2022 Credit Agreement above and entered into a new Credit Agreement (the "2024 Credit Agreement"), by and among the Company, nCino OpCo, Inc.

(the "Borrower"), certain subsidiaries of the Company as guarantors, the lenders party thereto (the "Lenders") and Bank of America, N.A.

as administrative agent (the "Agent").

The 2024 Credit Agreement includes a senior secured revolving credit facility of up to $ 250.0 million (the "2024 Credit Facility") with a maturity date of October 28, 2029.

The 2024 Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $ 45.0 million.

Any issuances of letters of credit will reduce the amount available under the 2024 Credit Facility.

Borrowings under the 2024 Credit Facility bear interest, at the Borrower’s option, at:

(i) a base rate equal to the greatest of (a) the Agent’s “prime rate”, (b) the federal funds rate plus 0.50 %, and (c) the Term SOFR rate plus 1.00 % (provided that the base rate shall not be less than 0.00 %), plus a margin of 1.00 %;

or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00 %), plus a margin of 2.00 %, in each case with such margin subject to step ups based on certain leverage ratios.

The Company is also required to pay an unused commitment fee to the Lenders of 0.25 % of the average daily unutilized commitments (with step ups based on certain leverage ratios).

The Company must also pay customary letter of credit fees.

2 unchanged sentences

The 2024 Credit Agreement contains representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type.

The financial covenants require the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated Senior Secured Leverage Ratio not in excess of 2.50 :1.00 as of the end of any fiscal quarter, and (ii) a Consolidated Interest Coverage Ratio not less than 3.00 :1.00 as of the end of any fiscal quarter beginning with the second quarter of fiscal year 2025.

The Company is also required to maintain at least $ 5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in long-term prepaid expenses and other assets as of January 31, 2024 and July 31, 2024 on the Company's unaudited condensed consolidated balance sheets.

The Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65 % of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.

The Company had $ 0.0 million and $ 40.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants as of January 31, 2024 and July 31, 2024, respectively.

As of July 31, 2024, the applicable interest rate was 7.38 %.

The available borrowing capacity under the Credit Facility was $ 60.0 million as of July 31, 2024.

The financial covenants require the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated Total Leverage Ratio not in excess of 4.00 :1.00 as of the end of any fiscal quarter, and (ii) a Consolidated Interest Coverage Ratio not less than 3.00 :1.00 as of the end of any fiscal quarter, commencing with the fiscal quarter ending January 31, 2025.

The 2024 Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

stock, the capital stock of all of the Company’s domestic subsidiaries, and 65 % of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.

The Company had $ 0.0 million and no letters of credit issued under the 2022 Credit Facility as of January 31, 2024.

The Company had $ 166.0 million outstanding and no letters of credit issued under the 2024 Credit Facility and was in compliance with all covenants as of October 31, 2024.

As of October 31, 2024, the applicable interest rate was 6.72 %.

The available borrowing capacity under the 2024 Credit Facility was $ 84.0 million as of October 31, 2024.

Commitments and Contingencies

2 unchanged sentences

The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

Financing Obligations

1 unchanged sentence

The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.

Purchase commitments and future minimum lease payments required under financing obligations as of July 31, 2024 is as follows:

Purchase commitments and future minimum lease payments required under financing obligations as of October 31, 2024 is as follows:

Fiscal Year Ending January 31, Purchase commitments Financing obligations - leased facility

9 unchanged sentences

A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations.

The weighted-average discount rate for the Company's financing obligations as of July 31, 2024 was 5.7 %.

The weighted-average discount rate for the Company's financing obligations as of October 31, 2024 was 5.7 %.

Indemnification

2 unchanged sentences

It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision.

The Company has not accrued any material liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements.

The Company has not

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

accrued any material liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements.

Legal Proceedings

1 unchanged sentence

On September 26, 2022, a purported stockholder of the Company filed a complaint in the Delaware Court of Chancery in connection with the series of mergers in which the Company became the parent of nCino OpCo and SimpleNexus.

The complaint, captioned City of Hialeah Employees’ Retirement System, Derivatively on Behalf of Nominal Defendants nCINO, INC.

(f/k/a Penny HoldCo, Inc.) and nCINO OpCo, Inc.

(f/k/a nCino, Inc.) v.

INSIGHT VENTURE PARTNERS, LLC, et al., C.A.

2022-0846-MTZ, names as defendants, Insight Ventures Partners, LLC., Insight Holdings Group, LLC., the Company’s directors and certain officers, along with nCino, Inc.

and nCino OpCo, Inc.

as nominal defendants, and alleges that the members of the board of directors, controlling stockholders, and officers violated their fiduciary duties in the course of negotiating and approving the series of mergers.

The complaint alleges damages in an unspecified amount.

Pursuant to the rights in its bylaws and Delaware law, the Company is advancing the costs incurred by the director and officer defendants in this action, and the defendants may assert indemnification rights in respect of an adverse judgment or settlement of the action, if any.

Given the uncertainty and preliminary stages of this matter, the Company is unable to reasonably estimate any possible

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts and unless otherwise indicated)

loss or range of loss that may result.

Therefore, the Company has not made an accrual for the above matter in the unaudited condensed consolidated financial statements.

On December 28, 2023, the Delaware Court of Chancery granted in full defendants' motions to dismiss the complaint.

On January 25, 2024, the plaintiff filed a notice of appeal.

The Company does not presently believe the above matter will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers.

However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.

On September 12, 2024, the Delaware Supreme Court summarily affirmed the dismissal of the complaint in its entirety.

Other Commitments and Contingencies

4 unchanged sentences

On November 1, 2022, the Company's wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc.

(d/b/a ZEST AI) ("Zest AI"), a private company, for $ 2.5 million and is included in investments as of January 31, 2024 and July 31, 2024 on the Company's unaudited condensed consolidated balance sheets.

(d/b/a ZEST AI) ("Zest AI"), a private company, for $ 2.5 million and is included in investments as of January 31, 2024 and October 31, 2024 on the Company's unaudited condensed consolidated balance sheets.

The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent of Zest AI.

5 unchanged sentences

The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method.

Diluted loss per share for the three and six months ended July 31, 2023 and 2024 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.

Diluted loss per share for the three and nine months ended October 31, 2023 and 2024 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.

The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):

Three Months Ended July 31, Six Months Ended July 31,

Three Months Ended October 31, Nine Months Ended October 31,

2023 2024 2023 2024

8 unchanged sentences

The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:

Six Months Ended July 31,

Nine Months Ended October 31,

Stock options issued and outstanding 1,551,058 920,412

1 unchanged sentence

Shares issuable pursuant to the ESPP 61,412 77,914

Subsequent Event

In November 2024, the Company acquired all of the outstanding equity of Artesian Solutions Limited, operating as "FullCircl", a UK-based SaaS platform built to help financial institutions automate and accelerate onboarding and improve client lifecycle management.

Approximately $ 129.7 million of the purchase price was funded with proceeds from the 2024 Credit Facility.

An additional $ 15.0 million will be retained by the Company for two years as security upon the satisfaction and performance of certain warranties and covenants arising under the Share Purchase Agreement.

The acquisition will be accounted for as a business combination under ASC 805, Business Combinations .

The Company is in the process of finalizing the accounting for this transaction and will complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of our fourth quarter of fiscal 2025.

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.

What changed 10-Q

Item 1. Financial Statements