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The risks described below are not the only ones we face.
−Removed: The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations.
+Added: The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently
+Added: believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations.
In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.
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Consistent with the foregoing, we are exposed to a variety of risks, including risks associated with the following:
−Removed: • We derive all of our revenues from customers in the financial services industry, and any downturn or consolidation or decrease in technology spend in the financial services industry could adversely affect our business.
−Removed: • We have a limited operating history at the current scale of our business, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.
+Added: • We derive most of our revenues from customers in the financial services industry, and any downturn or consolidation or decrease in technology spend in the financial services industry could adversely affect our business.
+Added: • Our future operating results are difficult to predict, in part because we do not have an extensive operating history at the current scale of our business, and we may not achieve our expected operating results in the future.
• We have a history of losses and while we have achieved profitability in a quarterly period, we may not be able to achieve or sustain profitability on a generally accepted accounting principles in the United States of America ("GAAP") basis in the future.
• If we are unable to attract new customers or continue to broaden our existing customers’ use of our solutions, our revenue growth will be adversely affected.
−Removed: • If the market for cloud-based banking technology develops more slowly than we expect or changes in a way that we fail to anticipate, our sales would suffer and our results of operations would be adversely affected.
+Added: • As the market for cloud-based banking technology continues to develop, it may do so more slowly than we expect or changes in a way that we fail to anticipate, in which case our sales would suffer and our results of operations would be adversely affected.
• We may not be able to sustain our revenue growth rate in the future.
• Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
−Removed: • We may not accurately predict the long-term rate of customer subscription renewals or adoption of our solutions, or any resulting impact on our revenues or operating results.
−Removed: • A breach of our security measures or those we rely on could result in unauthorized access to customer or their clients’ data, which may materially and adversely impact our reputation, business, and results of operations.
−Removed: • Fundamental elements of the nCino Bank Operating System are built on the Salesforce Platform and we rely on our agreement with Salesforce to provide this solution to our customers.
+Added: • We have recently changed our pricing model, and that and other factors may not accurately predict the long-term rate of customer subscription renewals or adoption of our solutions, or any resulting impact on our revenues or operating results.
+Added: • A breach of our security or privacy measures or those we rely on could result in unauthorized access to, or disclosure of, customer or their clients’ data, which may materially and adversely impact our reputation, business, and results of operations.
+Added: • Fundamental elements of the nCino Platform are built on the Salesforce Platform and we rely on our agreement with Salesforce to provide this solution to our customers.
• Because we recognize subscription revenues over the term of the contract, downturns or upturns in our business may not be reflected in our results of operations until future periods.
−Removed: • The markets in which we participate are intensely competitive and highly fragmented, and pricing pressure, new technologies, or other competitive dynamics could adversely affect our business and results of operations.
−Removed: • Our increased focus on the development and use of artificial intelligence and machine learning technologies in our solutions and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business.
+Added: • The markets in which we participate are intensely competitive and highly fragmented, and pricing pressure, new technologies, including the increasing adoption of artificial intelligence and machine learning ("AI/ML") offerings by our competitors, or other competitive dynamics could adversely affect our business and results of operations.
+Added: • Our increased focus on the development and use of AI/ML technologies in our solutions and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business.
• We depend on data centers operated by or on behalf of Salesforce, AWS and other third parties, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability.
−Removed: • We may acquire or invest in companies, or pursue business partnerships, which may divert our management’s attention or result in dilution to our stockholders, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments or partnerships.
−Removed: • Because one of our stockholders holds a substantial amount of our total outstanding common stock, the influence of our public stockholders over significant corporate actions is limited and sales by this stockholder could adversely affect the value of our common stock.
−Removed: • Our customers are highly regulated and subject to a number of challenges and risks.
+Added: • We have and may continue to acquire or invest in companies, or pursue business partnerships, which may divert our management’s attention or result in dilution to our stockholders, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments or partnerships.
+Added: • Our customers are highly regulated.
Our failure to comply with laws and regulations applicable to us as a technology provider to FIs could adversely affect our business and results of operations, increase costs and impose constraints on the way we conduct our business.
−Removed: • We are presently subject to a purported stockholder derivative lawsuit alleging violation of fiduciary duties with the series of mergers in which we became the parent of nCino OpCo and SimpleNexus.
−Removed: The court dismissed these claims and that decision is currently under appeal.
−Removed: This matter or future litigation against us could adversely affect our operations and prospects, damage our reputation, and be costly and time consuming to defend.
+Added: • Any legal proceedings against us could adversely affect our operations and prospects, damage our reputation, and be costly and time-consuming to defend.
Risks Relating to Our Business and Industry
−Removed: We derive all of our revenues from customers in the financial services industry, and any downturn or consolidation or decrease in technology spend in the financial services industry could adversely affect our business.
−Removed: All of our revenues are derived from FIs whose industry has experienced significant pressure in recent years due to economic uncertainty, fluctuating interest rates, liquidity concerns and increased regulation.
−Removed: In the past, FIs have experienced consolidation, distress and failure, including in March 2023 when the FDIC took control of Silicon Valley Bank and Signature Bank due to liquidity concerns and a number of other FIs experienced turbulence and a precipitous decline in market value.
+Added: We derive most of our revenues from customers in the financial services industry, and any downturn or consolidation or decrease in technology spend in the financial services industry could adversely affect our business.
+Added: Most of our revenues are derived from FIs whose industry has experienced significant pressure in recent years due to economic uncertainty, fluctuating interest rates, liquidity concerns and increased regulation.
+Added: In the past, FIs have experienced consolidation, distress and failure, including notably recently in March 2023 when the FDIC took control of Silicon Valley Bank and Signature Bank due to liquidity concerns and a number of other FIs experienced turbulence and a precipitous decline in market value.
It is possible these conditions may persist, deteriorate or reoccur.
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Additionally, changes in management of our customers could result in delays or cancellations of the implementation of our solutions.
−Removed: It is also possible that the larger FIs that result from
−Removed: business combinations could have greater leverage in negotiating price or other terms with us or could decide to replace some or all of the elements of our solutions.
+Added: It is also possible that the larger FIs that result from business combinations could have greater leverage in negotiating price or other terms with us or could decide to replace some or all of the elements of our solutions.
Our business may also be materially and adversely affected by weak economic conditions in the financial services industry.
−Removed: Any downturn or prolonged disruption in the financial services industry may cause our customers to reduce their spending on technology or cloud-based banking applications or to seek to terminate or renegotiate their contracts with us.
+Added: Any downturn or prolonged disruption in the financial services industry may cause our customers to reduce their spending on technology or cloud-based banking solutions or to seek to terminate or renegotiate their contracts with us.
Moreover, economic fluctuations caused by factors such as the U.S.
Federal Reserve changing interest rates may cause potential new customers and existing customers to forego or delay purchasing our solutions or reduce the amount of spend with us, which would materially and adversely affect our business.
−Removed: We have a limited operating history at the current scale of our business, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.
+Added: Our future operating results are difficult to predict, in part because we do not have an extensive operating history at the current scale of our business, and we may not achieve our expected operating results in the future.
As a result of our limited operating history at the current scale of our business, our ability to forecast our future operating results, including revenues, cash flows, and profitability, is limited and subject to a number of uncertainties.
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We generated net losses attributable to nCino of $102.7 million, $42.3 million, and $37.9 million for the fiscal years ended January 31, 2023, 2024, and 2025, respectively.
−Removed: Our net loss includes the results of operations of SimpleNexus from the date of acquisition on January 7, 2022.
We had an accumulated deficit of $385.3 million at January 31, 2025.
While we have been profitable on a GAAP basis for a quarter, we may not be able to maintain or increase our level of profitability.
−Removed: We intend to continue to support further growth and extend the functionality of our solutions in future periods.
−Removed: We will also face increased costs associated with growth and the expansion of our customer base and have seen increased costs in being a public company.
−Removed: Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenues enough to offset our increased operating expenses.
+Added: We intend to continue to
+Added: support further growth and extend the functionality of our solutions in future periods.
+Added: We will also continue to face increased costs associated with growth and the expansion of our customer base and the costs of being a public company.
+Added: Our continuing efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenues enough to offset our increased operating expenses.
We expect, depending on a number of factors, to continue to incur losses on a GAAP basis as we continue to invest in product development, and we cannot predict whether or when we will achieve or sustain profitability on a GAAP basis.
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For example, our revenue growth strategy includes increased penetration of markets outside the U.S.
−Removed: as well as selling our retail applications to existing and new customers, and failure in either respect would adversely affect our revenue growth.
+Added: as well as selling our solutions to existing and new customers, and failure in either respect would adversely affect our revenue growth.
In addition, for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions with us on the same or more favorable terms to us when their existing subscription term expires.
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If we are unable to sign new customers or retain or attract new business from current customers, our business and results of operations may be materially and adversely affected.
−Removed: If the market for cloud-based banking technology develops more slowly than we expect or changes in a way that we fail to anticipate or we fail to market our solutions effectively, our sales would suffer and our results of operations would be adversely affected.
−Removed: Use of, and reliance on, cloud-based banking technology continues to evolve and we do not know whether FIs will continue to adopt cloud-based banking technology such as the nCino Bank Operating System in the future, or whether the market will change in ways we do not anticipate.
−Removed: Many FIs have invested substantial personnel and financial resources in
−Removed: legacy software, and these FIs may be reluctant, unwilling, or unable to convert from their existing systems to our solutions.
+Added: As the market for cloud-based banking technology continues to develop, it may do so more slowly than we expect or changes in a way that we fail to anticipate.
+Added: If that occurs, or we fail to market our solutions effectively, our sales would suffer and our results of operations would be adversely affected.
+Added: Use of, and reliance on, cloud-based banking technology continues to evolve and we do not know whether FIs will continue to adopt cloud-based banking technology such as the nCino Platform in the future, or whether the market will change in ways we do not anticipate.
+Added: Many FIs have invested substantial personnel and financial resources in legacy software, and these FIs may be reluctant, unwilling, or unable to convert from their existing systems to our solutions.
Furthermore, these FIs may be reluctant, unwilling, or unable to use cloud-based banking technology due to various concerns, such as the security of their data and reliability of the delivery model.
These concerns or other considerations may cause FIs to choose not to adopt cloud-based banking technology such as ours or to adopt them more slowly than we anticipate, either of which would adversely affect us.
−Removed: Our future success also depends on our ability to sell additional applications and functionality to our current and prospective customers.
−Removed: As we create new applications and enhance our existing solutions, these applications and enhancements may not be attractive to customers.
+Added: Our future success also depends on our ability to sell additional solutions and functionality to our current and prospective customers.
+Added: As we create new solutions and enhance our existing solutions, these solutions and enhancements may not be attractive to customers.
In addition, promoting and selling new and enhanced functionality may require increasingly costly sales and marketing efforts and if customers choose not to adopt this functionality, our business and results of operations could suffer.
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We may not be able to sustain our revenue growth rate in the future.
−Removed: Our revenues increased from $273.9 million for fiscal 2022 to $408.3 million for fiscal 2023 to $476.5 million for fiscal 2024.
−Removed: Our revenues include the revenues of SimpleNexus from the date of acquisition on January 7, 2022.
+Added: Our revenues increased from $408.3 million for fiscal 2023 to $476.5 million for fiscal 2024 and to $540.7 million for fiscal 2025.
However, we may not be able to sustain revenue growth consistent with our recent history, if at all.
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Furthermore, to the extent we grow in future periods, maintaining consistent rates of revenue growth may be difficult.
−Removed: Our revenue growth may also slow or even reverse in future periods due to a number of factors, which may include slowing demand for our solutions, our ability to successfully sell and implement new applications, such as our retail applications, increasing competition, decreasing growth of our overall market, our inability to attract and retain a sufficient number of FI customers, concerns over data security, our failure, for any reason, to capitalize on growth opportunities, or general economic conditions.
+Added: Our revenue growth may also slow or even reverse in future periods due to a number of factors, which may include slowing demand for our solutions, our ability to successfully sell and implement new solutions, such as our retail solutions, increasing competition, decreasing growth of our overall market, the adoption of our new asset-based pricing model, our inability to attract and retain a sufficient number of FI customers, concerns over data security, our failure, for any reason, to capitalize on growth opportunities, or general economic conditions.
If we are unable to maintain consistent revenue growth, our business could be adversely affected, the price of our common stock could decline or otherwise be volatile and it may be difficult for us to achieve and maintain profitability.
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Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, and may not fully or accurately reflect the underlying performance of our business.
−Removed: For example, purchases of our Paycheck Protection Program ("PPP") solution during the COVID pandemic may have had the effect of accelerating demand that might have otherwise materialized as new business in later periods as well as accelerating the activation of the licenses and recognition of subscription revenues associated with the PPP solution.
Further, while subscriptions with our customers generally include multi-year non-cancellable terms, in a limited number of contracts, customers have an option to buy out of the contract for a specified termination fee.
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• customer renewal rates;
−Removed: • increases or decreases in the number of users licensed or pricing changes upon renewals of customer contracts;
+Added: • increases or decreases in the number of users licensed or pricing changes upon renewals of customer contracts (including as a result of our new asset-based pricing model);
• network outages or security breaches;
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We may not accurately predict the long-term rate of customer subscription renewals or adoption of our solutions, or any resulting impact on our revenues or operating results.
−Removed: Our customers have no obligation to renew their subscriptions for our solutions after the expiration of the initial or current subscription term, and our customers, if they choose to renew at all, may renew for fewer users or on less favorable pricing terms.
−Removed: The average initial term of our customer agreements is three to five years for the nCino Bank Operating System and one to three years for nCino Mortgage.
−Removed: We have a limited operating history at the current scale of our business with respect to rates of customer subscription renewals and cannot be certain of how actual renewal rates will compare to what we anticipate.
+Added: We have recently adopted a new pricing model, which sets the pricing for our solutions primarily on the asset size of the FI customer, and began implementing it in fiscal 2025.
+Added: While we believe this new model responds to how we have observed customers using our solutions and evolving market conditions, there is no assurance that our existing customers will
+Added: react favorably to it, or that potential new customers will adopt it.
+Added: It is also possible that the new pricing model will not generate the revenues we expect from it for other reasons.
+Added: Any of these factors could lead to an adverse effect on our results of operations or financial conditions and have a negative impact on the price of our common stock.
+Added: Our customers have no obligation to renew their subscriptions for our solutions after the expiration of the initial or current subscription term, and our customers, if they choose to renew at all, may renew for fewer users or on less favorable pricing terms, particularly if they seek to negotiate alternatives to our asset-based pricing model.
+Added: The historic average initial term of our customer agreements has been generally three to five years in length, billed annually in advance, and our fees and services have generally been non-cancelable and have not contained refund-type provisions.
+Added: mortgage contracts are generally billed monthly in advance.
+Added: Subscription arrangements that are cancelable generally have penalty clauses.
+Added: Although we have observed some trends at our current scale with respect to customer subscription renewals, we cannot be certain of how actual renewal rates will compare to what we anticipate.
Our renewal rates may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our pricing or our solutions or their ability to continue their operations or spending levels.
−Removed: If our customers do not renew their subscriptions for our solutions on similar pricing terms, our revenues may decline and our business could suffer.
−Removed: Additionally, as the markets for our solutions develop, we may be unable to attract new customers based on the same subscription model we have used historically.
−Removed: Moreover, large or influential FI customers may demand more favorable pricing or other contract terms from us.
−Removed: As a result, we may in the future be required to change our pricing model, reduce our prices, or accept other unfavorable contract terms, any of which could adversely affect our revenues, gross margin, profitability, financial position, and/or cash flow.
+Added: In addition, large or influential FI customers may demand more favorable pricing or other contract terms from us.
+Added: As a result, we may in the future be required to implement further changes to our pricing model, reduce our prices, or accept other unfavorable contract terms, any of which could adversely affect our revenues, gross margin, profitability, financial position, and/or cash flow.
Our business faces significant risks from diverse security threats.
−Removed: A breach of our security measures or those we rely on could result in unauthorized access to customer or their clients’ data, which may materially and adversely impact our reputation, business, and results of operations.
−Removed: Certain elements of our solutions, particularly our analytics applications, process and store personally identifiable information (“PII”) such as banking and personal information of our customers’ clients, and we may also have access to PII during various stages of the implementation process or during the course of providing customer support.
−Removed: Furthermore, as we develop or acquire additional functionality, such as nCino Mortgage, we may gain greater access to PII.
+Added: A breach of our security or privacy measures or those we rely on could result in unauthorized access to, or disclosure of, customer or their clients’ data, which may materially and adversely impact our reputation, business, and results of operations.
+Added: Certain elements of our solutions, particularly our analytics and mortgage solutions, process and store personally identifiable information (“PII”), such as banking and personal information of our customers’ clients, and we may also have access to PII during various stages of the implementation process or during the course of providing customer support.
+Added: Furthermore, as we develop or acquire additional functionality, we may gain greater access to PII.
We maintain policies, procedures, and technological safeguards designed to protect the confidentiality, integrity, and availability of this information and our information technology systems.
However, we and our third party service providers, frequently defend against and respond to data security incidents.
−Removed: We cannot entirely eliminate the risk of improper or unauthorized access to or disclosure of PII or other security events that impact the integrity or availability of PII or our systems and operations, or the related costs we may incur to mitigate the consequences from such events.
+Added: We cannot entirely eliminate the risk of improper or unauthorized access to or disclosure of PII or other security or privacy events that impact the integrity or availability of PII or our systems and operations, or the related costs we may incur to mitigate the consequences from such events.
Further, our products are flexible and complex software solutions and there is a risk that configurations of, or defects in, our solutions or errors in implementation could create vulnerabilities to security breaches.
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In addition, because we leverage third-party providers, including cloud, software, data center, and other critical technology vendors to deliver our solutions to our customers and their clients, we rely heavily on the data security technology practices and policies adopted by these third-party providers.
−Removed: A vulnerability in a third-party provider’s software or systems, a failure of our third-party
−Removed: providers’ safeguards, policies or procedures, or a breach of a third-party provider’s software or systems could result in the compromise of the confidentiality, integrity, or availability of our systems or the data housed in our solutions.
−Removed: Cyberattacks and other malicious internet-based activity, including increased threats from the use of artificial intelligence, continue to increase and evolve, and cloud-based providers of products and services have been and are expected to continue to be targeted.
+Added: A vulnerability in a third-party provider’s software or systems, a failure of our third-party providers’ safeguards, policies or procedures, or a breach of a third-party provider’s software or systems could result in the compromise of the confidentiality, integrity, or availability of our systems or the data housed in our solutions.
+Added: Cyberattacks and other malicious internet-based activity, including increased threats from the use of AI, continue to increase and evolve, and cloud-based providers of products and services have been and are expected to continue to be targeted.
In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, employee theft or misuse, and denial-of-service attacks, sophisticated criminal networks as well as nation-state and nation-state supported actors now engage in attacks, including advanced persistent threat intrusions.
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Also, our reputation could suffer irreparable harm, causing our current and prospective customers to decline to use our solutions in the future.
−Removed: Further, we could be forced to expend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection costs by deploying additional personnel and protection technologies, and defending against and resolving legal and regulatory claims, all of which could be costly and divert resources and the attention of our management and key personnel away from our business operations.
−Removed: Federal and state regulations may require us or our customers to notify individuals of data security incidents involving certain types of personal data or information technology systems, and those laws and regulations continue to evolve to add more reporting requirements on faster timelines.
+Added: Further, we could be forced to expend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection costs by deploying additional personnel and protection technologies, and defending
+Added: against and resolving legal and regulatory claims, all of which could be costly and divert resources and the attention of our management and key personnel away from our business operations.
+Added: Federal and state regulations may require us or our customers to notify individuals of data security or privacy incidents involving certain types of personal data or information technology systems, and those laws and regulations continue to evolve to add more reporting requirements on faster timelines.
Security compromises experienced by others in our industry, our customers, or us may lead to public disclosures and widespread negative publicity.
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Customer utilization of older versions of our solutions can increase the risk and complexity of security vulnerabilities and the resources and time required to address them.
−Removed: Fundamental elements of the nCino Bank Operating System are built on the Salesforce Platform and we rely on our agreement with Salesforce to provide this solution to our customers.
−Removed: Fundamental elements of the nCino Bank Operating System, including our client onboarding, loan origination, and deposit account opening applications, are built on the Salesforce Platform and we rely on our agreement with Salesforce to use
−Removed: the Salesforce Platform in conjunction with this solution, including for hosting infrastructure and data center operations.
+Added: Fundamental elements of the nCino Platform are built on the Salesforce Platform and we rely on our agreement with Salesforce to provide this solution to our customers.
+Added: Fundamental elements of the nCino Platform, including our client onboarding, loan origination, and deposit account opening solutions, are built on the Salesforce Platform and we rely on our agreement with Salesforce to use the Salesforce Platform in conjunction with these solutions, including for hosting infrastructure and data center operations.
Any termination of our relationship with Salesforce would result in a materially adverse impact on our business model.
−Removed: Our agreement with Salesforce expires on January 31, 2031, unless earlier terminated by either party in the event of the other party’s material breach, bankruptcy, change in control in favor of a direct competitor, or intellectual property infringement, and automatically renews for additional one-year periods thereafter unless notice of non-renewal is provided.
−Removed: If we are unable to renew our agreement with Salesforce, there would be, absent a termination for cause, a wind-down period during which existing customers would be able to continue using the nCino Bank Operating System in conjunction with the Salesforce Platform, but we would be unable to provide this solution to new customers and could be limited in our ability to allow current customers to add additional users.
−Removed: In addition, if we are unable to renew our agreement with Salesforce, our customers would need to obtain a separate subscription from Salesforce in order to access the nCino Bank Operating System.
+Added: Our agreement with Salesforce expires on January 31, 2031, unless earlier terminated by either party in the event of the other party’s material breach, bankruptcy, change in control in favor of a direct competitor, or intellectual property infringement, and thereafter automatically renews for additional one-year periods unless notice of non-renewal is provided by either party.
+Added: If we are unable to renew our agreement with Salesforce, there would be, absent a termination for cause, a wind-down period during which existing customers would be able to continue using the nCino Platform in conjunction with the Salesforce Platform, but we would be unable to provide this solution to new customers and could be limited in our ability to allow current customers to add additional users.
+Added: In addition, if we are unable to renew our agreement with Salesforce upon its expiration, our customers would need to obtain a separate subscription from Salesforce in order to access the nCino Platform.
This could cause a significant delay in the time required to enter into agreements with customers, place us and our customers at a disadvantage in negotiating with Salesforce, and lead customers not to renew or enter into agreements with us.
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If Salesforce terminates our agreement for cause, it would not be required to provide the wind-down period described above.
−Removed: We are also required to indemnify Salesforce for claims made against Salesforce by a third party alleging that the nCino Bank Operating System infringes the intellectual property rights of such third party.
−Removed: An expiration or termination of our agreement with Salesforce would cause us to incur significant time and expense to acquire rights to, or develop, a replacement solution and we may not be successful in these efforts, which could cause the nCino Bank Operating System to become obsolete.
−Removed: Even if we were to successfully acquire or develop a replacement solution, some customers may decide not to adopt such solution and may, as a result, decide to use a different product.
+Added: We are also required to indemnify Salesforce for claims made against Salesforce by a third party alleging that the nCino Platform infringes the intellectual property rights of such third party.
+Added: An expiration or termination of our agreement with Salesforce would cause us to incur significant time and expense to acquire rights to, or develop, a replacement solution and we may not be successful in these efforts, which could cause the nCino Platform to become obsolete.
+Added: Even if we were to successfully acquire or develop a replacement solution, some customers may decide not to adopt such solution and may, as a result, decide to use a different solution.
If we were unsuccessful in acquiring or developing a replacement solution or acquire or develop a replacement solution that our customers do not adopt, our business, results of operations, and brand would be materially and adversely affected.
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It has also created a new California data protection agency authorized to issue substantive regulations which could result in increased privacy and information security enforcement.
−Removed: Additionally, other U.S.
−Removed: states are proposing and enacting laws and regulations that impose obligations similar to the CCPA or that otherwise involve significant obligations and restrictions.
−Removed: If passed, such laws will
−Removed: require additional resources to ensure compliance, and may have potentially conflicting requirements that would make compliance challenging.
+Added: The CCPA includes a number of limited exceptions, including an exception for data that is collected, processed, sold or disclosed pursuant to the Gramm-Leach-Bliley-Act (“GLBA”) and an exemption that includes some types of data covered by the Fair Credit Recording Act (“FCRA”).
+Added: These exceptions, however, do not apply to the private cause of action afforded to individuals for negligent information security incidents.
+Added: Additionally, the CCPA applies to the personal information of California residents collected in the employment, job applicant and business-to-business settings.
+Added: states have enacted comprehensive privacy laws and several others are proposing and enacting laws and regulations that impose obligations similar to the CCPA or that otherwise involve significant obligations and restrictions.
+Added: Although many such state laws do not apply to FIs (or to data) subject to the GLBA, and some exempt all commercial- and employment-related data, these are evolving laws and regulations that add layers of complexity to compliance in the U.S.
+Added: If passed, such laws will require additional resources to ensure compliance, and may have potentially conflicting requirements that would make compliance challenging.
+Added: GLBA and FCRA impose privacy and information security requirements on FIs, including obligations to protect and safeguard consumers’ nonpublic personal information and creditworthiness information, respectively, and limitations on the use and disclosure of such information.
+Added: The GLBA requires appropriate administrative, technical and physical safeguards to ensure the security, confidentiality, integrity, availability and the proper disposal of nonpublic personal information, and the FCRA imposes similar information security requirements regarding the protection of creditworthiness information.
+Added: The Federal Trade Commission (“FTC”) and many state attorneys general are interpreting existing federal and state consumer protection laws to impose evolving standards for the collection, use, dissemination and security of health-related and other personal information and in particular health information.
+Added: Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security and access.
+Added: Consumer protection laws require us to publish statements that describe how we handle personal information and choices individuals may have about the way we handle their personal information.
+Added: If such information that we publish is considered untrue, we may be subject to government claims of unfair or deceptive trade practices, which could lead to significant liabilities and consequences.
+Added: Furthermore, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ personal information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5 of the FTC Act.
Privacy and cybersecurity laws continue to evolve to impose ever stricter standards for the collection, use, dissemination and security of personally identifiable information, including financial information.
Actual, potential, or perceived violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies and processing of personal data, as well as civil claims including class actions, reputational damage and ongoing compliance costs, any of which could harm our business, results of operations and financial condition.
−Removed: Moreover, federal, and state regulation around artificial intelligence may be expected in the near future, including developments in response to the recent Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence issued on October 30, 2023.
+Added: Moreover, federal, and state regulation around AI may be enacted in the near future.
Similarly, the European Economic Area (the "EEA") (comprised of the EU Member States and Iceland, Liechtenstein and Norway) adopted the General Data Protection Regulation (2016/679) (the "EU GDPR") in May 2018 and the UK implemented the EU GDPR by virtue of section 3 of the European Union (Withdrawal) Act 2018 which sits alongside the UK Data Protection Act 2018 (known as the "UK GDPR", and together with the "EU GDPR", the "GDPR").
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Processors are required to notify the controller without undue delay after becoming aware of a personal data breach.
−Removed: In addition, the EU GDPR prohibits the international transfer of personal data from the EEA to countries outside of the EEA unless made to a country deemed to have adequate data privacy laws by the European Commission or a data transfer mechanism in accordance with the EU GDPR has been put in place or a derogation under the EU GDPR can be relied on.
−Removed: In July 2020, the Court of Justice of the European Union (the "CJEU") in its Schrems II ruling invalidated the EU-U.S.
−Removed: Privacy Shield framework, a self-certification mechanism that facilitated the lawful transfer of personal data from the EEA to the U.S., with immediate effect.
−Removed: The CJEU upheld the validity of standard contractual clauses ("SCCs") as a legal mechanism to transfer personal data but companies relying on SCCs will need to carry out a transfer privacy impact assessment ("TIA") which, among other things, assesses laws governing access to personal data in the recipient country and considers whether supplementary measures that provide privacy protections additional to those provided under SCCs will need to be implemented to ensure an ‘essentially equivalent’ level of data protection to that afforded in the EEA.
−Removed: The EU and U.S.
−Removed: governments have recently advanced the EU-U.S.
−Removed: Data Privacy Framework to foster EU-to-U.S.
−Removed: data transfers and address the concerns raised in the aforementioned CJEU decision, but it is uncertain whether this framework will be overturned in court like the previous two EU-U.S.
−Removed: bilateral cross-border transfer mechanism to replace the EU-US Privacy Shield framework.
−Removed: The UK GDPR imposes similar restrictions on transfers of personal data from the UK to jurisdictions that the UK does not consider adequate.
−Removed: The UK Government has published its own form of the EU SCCs, known as the International Data Transfer Agreement and an International Data Transfer Addendum to the new EU SCCs.
−Removed: The UK Information Commissioner's Office ("ICO") has also published its own version of the TIA and guidance on international transfers, although entities may choose to adopt either the EU or UK-style TIA.
+Added: In addition, the EU GDPR prohibits the international transfer of personal data from the EEA to countries outside of the EEA unless made to a country deemed to have adequate data privacy laws by the European Commission or a data transfer mechanism in accordance with the EU GDPR has been put in place (e.g., Standard Contractual Clauses or “SCCs”) or a derogation under the EU GDPR can be relied on.
+Added: In certain cases (e.g.
+Added: where transfers are made in reliance on SCCs) it is also necessary to carry out a transfer impact assessment ("TIA") which, among other things, assesses laws governing access to personal data in the recipient country and considers whether supplementary measures that provide privacy protections additional to those provided under SCCs will need to be implemented to ensure an ‘essentially equivalent’ level of data protection to that afforded in the EEA.
+Added: On July 10, 2023, the European Commission adopted its Final Implementing Decision granting the U.S.
+Added: adequacy (“Adequacy Decision”) for EU-US transfers of personal data for entities self-certified to the EU-US Data Privacy Framework (“DPF”).
+Added: Entities relying on EU SCCs for transfers to the U.S.
+Added: are also able to rely on the analysis in the Adequacy Decision as support for their TIA regarding the equivalence of U.S.
+Added: national security safeguards and redress.
+Added: The UK GDPR also imposes similar restrictions on transfers of personal data from the UK to jurisdictions that the UK government does not consider adequate.
+Added: The UK Government has published its own form of the EU SCCs, known as the International Data Transfer Agreement and an International Data Transfer Addendum to the new SCCs.
+Added: The UK Information Commissioner's Office ("ICO") has also published its own version of the TIA, although entities may choose to adopt either the EU or UK-style TIA.
Further, on September 21, 2023, the UK Secretary of State for Science, Innovation and Technology established a UK-U.S.
data bridge (i.e., a UK equivalent of the Adequacy Decision) and adopted UK regulations to implement the UK-U.S.
−Removed: data bridge ("UK Adequacy Regulations").
Personal data may now be transferred from the UK under the UK-U.S.
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This may have implications for our cross-border data flows and may result in additional compliance costs.
−Removed: The GDPR also introduces fines of up to €20 million (under the EU GDPR) or £17.5 million (under the UK GDPR) or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, for serious violations of certain of the GDPR’s requirements.
−Removed: The GDPR identifies a list of points to consider when determining the level of fines to impose (including the nature, gravity and duration of the infringement).
−Removed: Data subjects also have a right to compensation for financial or non-financial losses (e.g., distress).
+Added: Data protection supervisory authorities have the power under the GDPR to (amongst other things) impose fines of up to €20 million (under the EU GDPR) or £17.5 million (under the UK GDPR) or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, for serious violations of certain of the GDPR’s requirements.
+Added: Data subjects also have a right to compensation, as a result of an organization's breach of the GDPR which has affected them for financial or non-financial losses (e.g., distress).
Complying with the GDPR may cause us to incur substantial operational and compliance costs or require us to change our business practices.
−Removed: Despite our efforts to bring practices into compliance with the GDPR, we
−Removed: may not be successful either due to internal or external factors such as resource allocation limitations or a lack of vendor cooperation.
+Added: Despite our efforts to bring practices into compliance with the GDPR, we may not be successful either due to internal or external factors such as resource allocation limitations or a lack of vendor cooperation.
Non-compliance could result in proceedings against us by governmental entities, regulators, customers, data subjects, suppliers, vendors or other parties.
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If there are breaches of these measures, we could face significant administrative and monetary sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.
−Removed: has also proposed the draft ePrivacy Regulation which, once finalized and in effect, will replace both the ePrivacy Directive and all the national laws implementing this Directive.
−Removed: The ePrivacy Regulation, as proposed in its current form, would impose strict opt-in marketing rules, change rules about the use of cookies, web beacons, and related technologies, and significantly increase penalties for violations.
−Removed: It would also retain the additional consent standards as required under the EU GDPR.
−Removed: Such regulations may have a negative effect on businesses, including ours, that collect, process, and use personal data in the EU and UK, including online usage information for consumer acquisition and marketing and may increase the potential civil liability and cost of operating a business that collects, processes, or uses such information and undertakes online marketing.
From a cybersecurity perspective, the GDPR does not provide for a specific set of cybersecurity requirements or measures to be implemented but rather requires a controller or processor to implement appropriate cyber and data security measures in accordance with the then-current risk, the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing.
The GDPR however does explicitly require that controllers notify personal data breaches as described above.
−Removed: On January 17, 2023, the EU Network and Information Systems Security 2 Directive (“NISD2”) entered into force and will take full effect following implementation into EU Member State law (i.e., by October 17, 2024).
−Removed: Under the NISD2, more stringent cybersecurity and incident reporting requirements are imposed on ‘essential’ and ‘important’ entities, which include information and communication technology (“ICT”) managed service providers.
+Added: On January 17, 2023, the EU Network and Information Systems Security 2 Directive (“NISD2”) entered into force.
+Added: Member States had until October 17, 2024 to transpose NISD2 into EU Member State law.
+Added: The European Commission initiated infringement procedures, by sending letters of formal notice to 23 Member States for failing to fully transpose NISD2 by this deadline.
+Added: Under the NISD2, stringent cybersecurity and incident reporting requirements are imposed on ‘essential’ and ‘important’ entities, which include information and communication technology (“ICT”) managed service providers.
NISD2 states that any maximum fine which national implementing law provides for should at least be set at €10 million or 2% of total worldwide turnover, whichever is higher, where essential entities are concerned.
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Importantly, NISD2 also provides that senior members of staff can be held personally liable, and face administrative fines or be temporarily suspended from exercising managerial functions at the legal representative or chief executive officer level.
−Removed: On January 16, 2023, the EU Digital Operational Resilience Act (“DORA”) entered into force and will apply from January 17, 2025.
−Removed: DORA imposes regulatory obligations to reinforce the digital operational resilience of entities operating in the financial services industry, and to adequately manage and remediate risks related to the engagement of ICT third-party service providers.
+Added: The EU Digital Operational Resilience Act (“DORA”), which applied from January 17, 2025, imposes regulatory obligations to reinforce the digital operational resilience of entities operating in the financial services industry, and to adequately manage and remediate risks related to the engagement of ICT third-party service providers.
DORA only imposes direct regulatory obligations on ICT third-party service providers that are considered ‘critical’ within the meaning of DORA.
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Additionally, we may be bound by contractual requirements applicable to our collection, use, processing, and disclosure of various types of information including financial and PII, and may be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules, and regulations evolve.
−Removed: Any failure or perceived failure by us, or any third parties with which we do business, to comply with these laws, rules, and regulations, or with other obligations to which we or such third parties are or may become subject, may result in actions or other claims against us by governmental entities or private actors, the expenditure of substantial costs, time, and other
−Removed: resources, or the incurrence of fines, penalties, or other liabilities.
+Added: Any failure or perceived failure by us, or any third parties with which we do business, to comply with these laws, rules, and regulations, or with other obligations to which we or such third parties are or may become subject, may result in actions or other claims against us by governmental entities or private actors, the expenditure of substantial costs, time, and other resources, or the incurrence of fines, penalties, or other liabilities.
There is also a risk that we could be impacted by a cybersecurity incident that results in loss or unauthorized disclosure of personal data, potentially resulting in us facing harms similar to those described above.
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We may also face competition from new companies entering our markets, which may include large established businesses that decide to develop, market or resell cloud-based banking technology, acquire one of our competitors or form a strategic alliance with one of our competitors or with Salesforce.
−Removed: In addition, new companies entering our markets may choose to offer cloud-based banking applications at little or no additional cost to the customer by bundling them with their existing applications, including adjacent banking technologies.
+Added: In addition, new companies entering our markets may choose to offer cloud-based banking solutions at little or no additional cost to the customer by bundling them with their existing solutions, including adjacent banking technologies.
Competition from these new entrants may make attracting new customers and retaining our current customers more difficult, which may adversely affect our results of operations.
−Removed: If we are unable to compete in this environment, sales and renewals of the nCino Bank Operating System could decline and adversely affect our business and results of operations.
+Added: Additionally, as we continue to increase building AI/ML into many of our solutions, we face more competition as AI/ML technologies are increasingly integrated into the markets in which we compete.
+Added: New AI/ML offerings may disrupt workforce needs and negatively impact demand for our solutions, or our competitors may be able to incorporate AI/ML into their offerings more efficiently or successfully than we are able to incorporate it into our solutions, and thereby achieve greater and faster adoption.
+Added: Even if our AI/ML solutions are more effective than the products and services that our competitors offer, potential customers might select competitive products and services in lieu of purchasing our services.
+Added: If we are unable to compete in this environment, sales and renewals of the nCino Platform could decline and adversely affect our business and results of operations.
With the introduction of new technologies and potential new entrants into the cloud-based banking technology market, we expect competition to intensify in the future, which could harm our ability to increase sales and achieve profitability.
−Removed: Our increased focus on the development and use of artificial intelligence and machine learning technologies in our solutions and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business.
−Removed: We envision a future where artificial intelligence and machine learning is embedded throughout nCino’s platform to help our customers maximize their productivity.
−Removed: We have incorporated and may continue to incorporate AI/ML solutions and features into our solutions, and otherwise within our business, and these solutions and features may become more important to our operations or to our future growth over time.
+Added: Our increased focus on the development and use of AI/ML technologies in our solutions and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business.
+Added: We envision a future where AI/ML is embedded throughout nCino’s platform to help our customers maximize their productivity.
+Added: We increasingly have incorporated and may continue to incorporate AI/ML solutions and features into our solutions, and otherwise within our business, and these solutions and features continue to become more vital to our operations or to our future growth over time.
There can be no assurance that we will realize the desired or anticipated benefits from AI/ML, or at all, and we may fail to properly implement or market our AI/ML solutions and features.
−Removed: Our competitors may incorporate AI/ML into their products, offerings, and solutions more quickly or more successfully than we do, which could impair our ability to compete effectively, and adversely affect our results of operations.
−Removed: Additionally, our AI/ML solutions and features may expose us to additional claims, demands, and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm.
The legal, regulatory, and policy environments around AI/ML are evolving rapidly, and we may become subject to new legal and other obligations in connection with our use of AI/ML, which could require us to make significant changes to our policies and practices, necessitating expenditure of significant time, expense, and other resources.
For example, in the EU/UK, laws and regulation regarding AI are developing at a fast pace.
−Removed: On March 13, 2024 the EU adopted its standalone law to govern the offering and use of AI systems in the EU (the "AI Act") and the UK intends to regulate AI via a sector-specific, principle-centered approach.
+Added: On August 1, 2024 the EU's standalone law to govern the offering and use of AI systems in the EU (the "AI Act") entered into force - it will become enforceable in a gradual manner between 2025-2027 depending on the specific requirement and the UK has not to date adopted dedicated AI legislation instead looking to rely on a principles-based, sector-specific approach to AI regulation.
+Added: However, in July 2024 it was announced that new AI regulation would in fact be introduced for certain AI.
+Added: Moreover, states such as Colorado, Utah, and California, have passed or are considering legislation or regulation governing development or use of AI technologies, supplementing the existing consumer
+Added: protection and other regulatory guidance that may apply to the use of AI technologies in our business, and which may impact our use of technology.
+Added: More generally, our use of AI/ML technologies may present additional risks and challenges that could affect their adoption and therefore our business.
+Added: For example, the development of our AI/ML solutions may present ethical or social issues.
+Added: If we enable or offer solutions that draw controversy due to their perceived or actual impact privacy, employment, or in other social contexts, we may experience new or enhanced governmental or regulatory scrutiny, brand or reputational harm, competitive harm or legal liability, especially in the context of an environment with heightened geopolitical volatility.
+Added: Inadequate or ineffective AI/ML development, deployment, content labeling or governance by us or others that result in controversy could also impair the acceptance of AI/ML solutions or result in unintended performance of the services.
+Added: This in turn could undermine confidence in the decisions, predictions, analysis or other content that our AI/ML solutions produce, subjecting us to competitive harm, legal liability and brand or reputational harm.
+Added: The rapid evolution of AI/ML will require the application of resources to develop, test and maintain our products and services to help ensure that AI/ML is implemented ethically in order to minimize unintended, harmful impact.
+Added: Uncertainty around new and emerging AI/ML applications such as generative AI content creation and AI/ML agents will require additional investment in compliance, governance and the licensing or development of proprietary datasets, machine learning models and systems to test for accuracy, bias and other variables, which are often complex, may be costly and could impact our results of operations and financial condition.
+Added: Moreover, the development of generative AI/ML solutions brings additional risks and responsibility.
+Added: Known risks of generative AI/ML currently include risks related to accuracy, bias, toxicity, privacy and security and data provenance.
+Added: For example, AI/ML technologies, including generative AI, may create content that appears correct but is factually inaccurate or flawed, or contains copyrighted or other protected material, and if our customers or others use this flawed or protected content to their detriment, or the owners of such copyrighted material seek to enforce their rights, we may be exposed to brand or reputational harm, competitive harm and/or legal liability.
+Added: Developing, testing and deploying AI/ML systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.
+Added: If we are unable to mitigate these risks, or if we incur excessive expenses in our efforts to do so, our reputation, business, operating results and financial condition may be harmed .
We depend on data centers operated by or on behalf of Salesforce, Amazon Web Services ("AWS"), and other third parties, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability.
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Any disruptions or other operational performance problems with these data centers could result in material interruptions in our services, adversely affect our reputation and results of operations, and subject us to liability.
−Removed: We may acquire or invest in companies, or pursue business partnerships, which may divert our management’s attention or result in dilution to our stockholders, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments, or partnerships.
+Added: We have and may acquire or invest in companies, or pursue business partnerships, which may divert our management’s attention or result in dilution to our stockholders, and we may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments, or partnerships.
From time to time, we consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, solutions, and other assets.
−Removed: For example, in March 2024 we announced our acquisition of DocFox and in fiscal 2022, we acquired SimpleNexus, our largest acquisition to date.
+Added: For example, in fiscal 2025 we completed three acquisitions and have already announced one in fiscal 2026.
We also may enter into relationships with other businesses to expand our solutions, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing, or investments in other companies.
Negotiating these transactions can be time-consuming, difficult, and expensive, and our ability to close these transactions may be subject to approvals that are beyond our control.
−Removed: For instance, we incurred significant costs in connection with the SimpleNexus acquisition.
+Added: For instance, we have incurred significant costs in connection with our fiscal 2025 acquisitions.
In addition, nCino has limited experience in acquiring other businesses.
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In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.
−Removed: Our customers are highly regulated and subject to a number of challenges and risks.
+Added: Our customers are highly regulated.
Our failure to comply with laws and regulations applicable to us as a technology provider to FIs could adversely affect our business and results of operations, increase costs, and impose constraints on the way we conduct our business.
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In addition, while much of our operations are not directly subject to the same regulations applicable to FIs, we are generally obligated to our customers to provide software solutions and maintain internal systems and processes that comply with certain federal and state regulations applicable to them.
−Removed: For example, as a result of obligations under some of our customer contracts, we are required to comply with certain provisions of the Gramm-Leach-Bliley Act ("GLBA") related to the privacy of consumer information and may be subject to other privacy and data security laws because of the solutions we provide to FIs.
+Added: For example, as a result of obligations under some of our customer contracts, we are required to comply with certain provisions of the GLBA related to the privacy of consumer information and may be subject to other privacy and data security laws because of the solutions we provide to FIs.
The GLBA includes limitations on FI's disclosure of nonpublic personal information about a consumer to nonaffiliated third parties, in certain circumstances requiring FIs to limit the use and further disclosure of nonpublic personal information to nonaffiliated third parties and requiring FIs to safeguard nonpublic personal information.
−Removed: Banking regulations for information security and breach notification also impose obligations on us due to our relationships with customers that increase our information security obligations and customers may impose additional information security standards upon us, such as those relating to the New York Department of Financial Services Cybersecurity Regulation.
+Added: Banking regulations for information security and breach notification also impose obligations on us due to our relationships with customers that increase our information security obligations and customers may impose additional information security standards upon us, such as those relating to the New York Department of Financial Services Cybersecurity Regulation (“Cybersecurity Regulation) or the National Association of Insurance Commissioner’s Insurance Data Security Model Law, which are both intended to establish standards for data security and standards for the investigation and notification of data breaches applicable to insurance licensees.
+Added: As of February 1, 2025, a version of the Insurance Data Security Model law has been adopted in more than 25 jurisdictions.
+Added: Both the Cybersecurity Regulation and Insurance Data Security Model Law require oversight of third-party service providers with respect to information security, among other things.
Matters subject to review and examination by federal and state FI regulatory agencies and external auditors include our internal information technology controls in connection with our performance of data processing services, the agreements giving rise to those processing activities, and the design of our solutions.
Any inability to satisfy these examinations and maintain compliance with applicable regulations could adversely affect our ability to conduct our business, including attracting and maintaining customers.
−Removed: If we have to make changes to our internal processes and solutions as result of these regulations, we could be required to invest substantial additional time and funds and divert time and resources from other corporate purposes to remedy any identified deficiency.
+Added: If we have to make changes to our
+Added: internal processes and solutions as result of these regulations, we could be required to invest substantial additional time and funds and divert time and resources from other corporate purposes to remedy any identified deficiency.
The evolving, complex, and often unpredictable regulatory environment in which our customers operate could result in our failure to provide compliant solutions, which could result in customers not purchasing our solutions or terminating their contracts with us or the imposition of fines or other liabilities for which we may be responsible.
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Any legal proceedings against us could adversely affect our operations and prospects, damage our reputation, and be costly and time-consuming to defend.
−Removed: We are presently subject to a purported stockholder derivative lawsuit alleging violation of fiduciary duties with the series of mergers in which we became the parent of nCino OpCo and SimpleNexus.
−Removed: The court dismissed these claims and that decision is currently under appeal.
−Removed: We may, in the future, become subject, from time to time, to other legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by current or former employees.
+Added: In the future, we may become subject, from time to time, to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by current or former employees.
Legal proceedings might result in damages and harm to our operations and prospects, reputational damage, substantial costs, and may divert management’s attention and resources, which might adversely impact our business, overall financial condition, and results of operations.
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A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our results of operations and leading analysts or potential investors to reduce their expectations of our performance, which could reduce the value of our common stock.
−Removed: Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be adversely affected.
+Added: Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, particularly given our recent transition to a new Chief Executive Officer, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be adversely affected.
We believe our corporate culture is one of our fundamental strengths, as we believe it enables us to attract and retain top talent and deliver superior results for our customers.
−Removed: As we grow, we may find it difficult to preserve our corporate
−Removed: culture, which could reduce our ability to innovate and operate effectively.
+Added: As we grow, we may find it difficult to preserve our corporate culture, which could reduce our ability to innovate and operate effectively.
In turn, the failure to preserve our culture could negatively affect our ability to attract, recruit, integrate and retain employees, continue to perform at current levels and effectively execute our business strategy.
+Added: Our board appointed Sean Desmond as our new Chief Executive Officer, effective February 1, 2025, and Pierre Naudé resigned as Chief Executive Officer, a position he had held since nCino's inception.
+Added: Naudé continues to serve as Executive Chairman.
+Added: As with any other company transitioning from a long-serving Chief Executive Officer, it will be important to maintain the innovation, creativity, teamwork and other elements essential to the continued growth of our business under new leadership.
+Added: Any failure to do so may have an adverse impact on our results of operations and financial condition.
We may encounter implementation challenges, including in situations in which we rely on SIs, which would materially and adversely affect our business and results of operations.
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In addition, our customers often require complex acceptance testing related to the implementation of our solutions.
−Removed: We also leverage the services of SIs, including Accenture, Deloitte, PwC, and West Monroe Partners, among others, to implement and configure the nCino Bank Operating System for our larger FI customers, while we have historically performed professional services for smaller FIs ourselves.
+Added: We also leverage the services of SIs, including Accenture, Deloitte, PwC, and West Monroe Partners, among others, to implement and configure the nCino Platform for our larger FI customers, while we have historically performed professional services for smaller FIs ourselves.
While SI partners generally contract directly with our customers, any failure or delay by the SI partners we work with in providing adequate service and support would likely adversely affect our brand and reputation.
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Further, because we do not fully control our customers’ implementation schedules, if our customers do not allocate the internal resources necessary to meet implementation timelines or if there are unanticipated implementation delays or difficulties, our ability to take customers live and the overall customer experience could be adversely affected.
−Removed: We rely on existing customers to act as references for prospective customers, and difficulties in implementation and configuration could therefore adversely affect our ability to attract new customers.
+Added: We rely on existing customers to act as references for prospective customers, and difficulties in implementation and configuration could therefore adversely
+Added: affect our ability to attract new customers.
Any difficulties or delays in implementation processes could cause customers to delay or forego future purchases of our solutions.
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Since our inception, our business has grown rapidly, which has resulted in a large increase in our employee headcount, expansion of our infrastructure, enhancement of our internal systems, and other significant changes and additional complexities.
−Removed: Our revenues increased from $273.9 million for fiscal 2022 to $408.3 million for fiscal 2023 to $476.5 million for fiscal 2024.
−Removed: Our revenues include the revenues of SimpleNexus from the date of acquisition on January 7, 2022.
+Added: Our revenues increased from $408.3 million for fiscal 2023 to $476.5 million for fiscal 2024 and to $540.7 million for fiscal 2025.
Our total number of employees increased from 436 as of January 31, 2018 to 1,833 as of January 31, 2025.
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If we are unable to successfully expand our product offerings beyond our current solutions, our customers could migrate to competitors who may offer a broader or more attractive range of products and services.
−Removed: For example, in fiscal 2022, we launched our Commercial Pricing and Profitability solution, powered by nIQ, and we may fail to achieve market acceptance of this offering.
+Added: For example, in fiscal 2025, we launched our Commercial Onboarding and Account Opening solution and we may fail to achieve market acceptance of this offering.
Unexpected delays in releasing new or enhanced versions of our solutions, or errors following their release, could result in loss of sales, delay in market acceptance, or customer claims against us, any of which could adversely affect our business.
The success of any new solution depends on several factors, including timely completion, adequate quality testing, and market acceptance.
−Removed: We may not be able to enhance aspects of our solutions successfully or introduce and gain market acceptance of new applications or improvements in a timely manner, or at all.
−Removed: Additionally, we must continually modify and enhance our solutions to keep pace with changes in software applications, database technology, and evolving technical standards and interfaces.
+Added: We may not be able to enhance aspects of our solutions successfully or introduce and gain market acceptance of new solutions or improvements in a timely manner, or at all.
+Added: Additionally, we must continually modify and enhance our solutions to keep pace with changes in software solutions, database technology, and evolving technical standards and interfaces.
Uncertainties related to our ability to introduce and improve functionality, announcements or introductions of a new or updated solution, or modifications by our competitors could adversely affect our business and results of operations.
We leverage third-party software, content, and services for use with our solutions.
−Removed: Performance issues, errors and defects, or failure to successfully integrate or license necessary third-party software, content, or services, could cause delays, errors, or failures of our solutions, increases in our expenses, and reductions in our sales, which could materially and adversely affect our business and results of operations.
+Added: Performance issues, errors and defects, or failure to successfully integrate or license necessary third-party software, content, or services, could cause delays, errors, or
+Added: failures of our solutions, increases in our expenses, and reductions in our sales, which could materially and adversely affect our business and results of operations.
We use software and content licensed from, and services provided by, a variety of third parties in connection with the operation of our solutions.
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accounted for 15.1%, 18.7% and 21.5%, respectively, of our total revenues.
−Removed: Our revenues include the revenues of SimpleNexus from the date of acquisition on January 7, 2022.
A key element of our growth strategy is to further expand our international operations and worldwide customer base.
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Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations.
−Removed: These laws and regulations generally prohibit companies and their employees and intermediaries from authorizing, offering, or providing
−Removed: improper payments or benefits to officials and other recipients for improper purposes.
+Added: These laws and regulations generally prohibit companies and their employees and intermediaries from authorizing, offering, or providing improper payments or benefits to officials and other recipients for improper purposes.
Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.
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Increasing our customer base and expanding customer adoption within and across business lines will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities.
−Removed: We plan to continue to
−Removed: expand our direct sales force both domestically and internationally for the foreseeable future.
+Added: We plan to continue to expand our direct sales force both domestically and internationally for the foreseeable future.
We believe that there is significant competition for experienced sales professionals with the sales skills and technical knowledge that we require.
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Prospective customers often undertake a prolonged evaluation process, which typically involves not only our solutions, but also those of our competitors.
−Removed: Our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs and 12 to 18 months or more for larger FIs.
+Added: Our sales cycles are typically lengthy, generally ranging from 6 to 9 for smaller FIs and 12 to 18 months or more for larger FIs.
We may spend substantial time, effort and money on our sales and marketing efforts without any assurance that our efforts will produce any sales.
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and other jurisdictions, all of which provide only limited protection and may not now or in the future provide us with a competitive advantage.
−Removed: As of January 31, 2024, we had 12 issued patents and one patent application pending relating to the nCino Bank Operating System in the U.S.
−Removed: We cannot assure you that any patents will issue from any patent applications, that patents that may be issued from such applications will give us the protection we seek or that any such patents will not be challenged, invalidated, or circumvented.
+Added: As of January 31, 2025, we had 12 issued patents relating to the nCino Platform in the U.S.
Any patents that may issue in the future from our pending or future patent applications may not provide sufficiently broad protection and may not be enforceable in actions against alleged infringers.
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We cannot assure you that such third parties will maintain such software or continue to make it available.
−Removed: We also rely on confidentiality
−Removed: agreements, consulting agreements, work-for-hire agreements, and invention assignment agreements with our employees, consultants, and others.
+Added: We also rely on confidentiality agreements, consulting agreements, work-for-hire agreements, and invention assignment agreements with our employees, consultants, and others.
Despite our efforts to protect our proprietary technology and trade secrets, unauthorized parties may attempt to misappropriate, reverse engineer, or otherwise obtain and use them.
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We use “open source” software in our solutions, which may restrict how we use or distribute our solutions, require that we release the source code of certain software subject to open source licenses, or subject us to litigation or other actions that could adversely affect our business.
−Removed: We currently use in our solutions, and may use in the future, software that is licensed under “open source,” “free,” or other similar license, where the licensed software is made available to the general public on an “as-is” basis under the terms of a specific non-negotiable license.
+Added: We currently use in our solutions, and may use in the future, software that is licensed under “open source,” “free,” or other similar license, where the licensed software is made available to the general public on an “as-is” basis under the terms
+Added: of a specific non-negotiable license.
Some open source software licenses require that software subject to the license be made available to the public and that any modifications or derivative works based on the open source code be licensed in source code form under the same open source licenses.
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Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and adversely affect our business and results of operations.
−Removed: Patent and other intellectual property disputes are common in our industry.
+Added: Intellectual property disputes are common in our industry.
We may be subject to claims in the future alleging that we have misappropriated, misused, or infringed other parties’ intellectual property rights.
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An adverse outcome of a dispute may require us to:
−Removed: • pay substantial damages, including treble damages, if we are found to have willfully infringed a third party’s patents or copyrights;
+Added: • pay substantial damages, including treble or statutory damages, if we are found to have willfully infringed a third party’s patents or copyrights, respectively;
• cease developing or selling any elements of our solutions that rely on technology that is alleged to infringe or misappropriate the intellectual property of others;
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During our fiscal year 2024, we supplemented our liquidity with a revolving credit facility of up to $250.0 million (the "Credit Facility").
−Removed: As of January 31, 2024, we had no amounts outstanding under our Credit Facility.
−Removed: In March 2024, we amended our Credit Facility and increased our borrowing availability to $100.0 million.
+Added: As of January 31, 2025, we had $166.0 million outstanding under our Credit Facility.
+Added: In March 2024, we amended our then-existing revolving credit facility and increased our borrowing availability from $50.0 million to $100.0 million and, in October 2024, we terminated our then-existing revolving credit facility and obtained the Credit Facility.
We cannot be certain when or if our operations will generate sufficient cash to fund our ongoing operations or the growth of our business.
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If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could adversely affect our business and results of operations.
−Removed: If we incur debt, including under the revolving line of credit, the lenders would have rights senior to holders of common stock to make claims on our assets, and the terms of any future debt could restrict our operations, and we may be unable to service or repay the debt.
+Added: If we incur debt, including under the Credit Facility, the lenders would have rights senior to holders of common stock to make claims on our assets, and the terms of any future debt could restrict our operations, and we may be unable to service or repay the debt.
Furthermore, if we issue additional equity securities, stockholders may experience dilution, and the new equity securities could have rights senior to those of our common stock.
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The rules of Section 382 are regularly being evaluated to determine any potential limitations.
−Removed: If we experience one or more ownership changes as a result of future transactions in our stock, then we may be
−Removed: limited in our ability to use our NOL carryforwards, pre-change tax attributes or deductions to offset our future taxable income, if any.
+Added: If we experience one or more ownership changes as a result of future transactions in our stock, then we may be limited in our ability to use our NOL carryforwards, pre-change tax attributes or deductions to offset our future taxable income, if any.
Amendments to existing tax laws, rules, or regulations, or enactment of new unfavorable tax laws, rules, or regulations could have an adverse effect on our business and operating results.
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Treasury Department in order to fully assess their effects, and there may be substantial delays before such regulations are promulgated and/or finalized, increasing the uncertainty as to the ultimate effects of the Tax Cuts and Jobs Act on us and our stockholders.
−Removed: There also may be technical corrections legislation or other legislative changes proposed with respect to the Tax Cuts and Jobs Act, the effects of which cannot be predicted and may be adverse to us or our stockholders.
+Added: There also may be technical corrections
+Added: legislation or other legislative changes proposed with respect to the Tax Cuts and Jobs Act, the effects of which cannot be predicted and may be adverse to us or our stockholders.
Risks Relating to Ownership of Our Common Stock
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Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings forecasts that we may provide.
−Removed: Because one of our stockholders holds a substantial amount of our total outstanding common stock, the influence of our public stockholders over significant corporate actions is limited and sales by this stockholder could adversely affect the value of our common stock.
−Removed: Based on the total number of shares of our common stock outstanding as of January 31, 2024, entities affiliated with Insight Partners (“Insight Partners”) holds approximately 34% of our total outstanding common stock.
−Removed: As a result, Insight Partners has the ability to influence the outcome of corporate actions requiring stockholder approval, including the election of directors, the approval of mergers, or other changes of corporate control, any of which may be in opposition to the best interests of our other stockholders and may adversely impact our results of operations and the value of our common stock.
−Removed: Sales of our common stock by Insight Partners could have an immediate and substantial adverse effect on the value of our common stock.
We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
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General Risks
−Removed: Uncertain or weakened economic conditions, including inflation and rising interest rates and geopolitical uncertainties, may adversely affect our industry, business, and results of operations.
+Added: Uncertain, volatile, or weakened economic conditions, including inflation and rising interest rates, tariffs and trade issues, and geopolitical uncertainties, may adversely affect our industry, business, and results of operations.
Our overall performance depends on economic conditions, which may be challenging at various times in the future.
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For example, the higher interest rate environment in the U.S., undertaken as a means to manage inflation, has had an impact on the real estate market in the U.S.
−Removed: and specifically, the demand for mortgage and mortgage-related products and services, which has had a negative impact on our nCino Mortgage business and may continue to adversely impact that business to the extent the higher interest rate environment persists.
+Added: and specifically, the demand for mortgage and mortgage-related products and services, which has had a negative impact on our U.S.
+Added: mortgage business and may continue to adversely impact that business to the extent the higher interest rate environment persists.
Moreover, domestic and international economies have from time-to-time been impacted by falling demand for a variety of goods and services, tariffs and other trade issues, threatened sovereign defaults and ratings downgrades, restricted credit, threats to major multinational companies, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies, and overall uncertainty, including uncertainty as a result of geopolitical events such as the conflicts in and around Ukraine, the Middle East and other parts of the world.
−Removed: We cannot predict the timing, strength, or duration of the current or any future potential economic slowdown in the U.S.
+Added: In particular, recent tariffs and reciprocal trade measures enacted or threatened to be enacted by the U.S.
+Added: and other countries have led to increased volatility and uncertainty in certain parts of the global economy.
+Added: We cannot predict the timing, strength, or duration of the current or any future potential economic volatility or slowdown in the U.S.
These conditions affect the rate of technology spending generally and could adversely affect our customers’ ability or willingness to purchase our solutions, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscriptions, or affect renewal rates, any of which could adversely affect our results of operations.
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The terms of our Credit Facility contain restrictive covenants that may limit our operating flexibility.
−Removed: On February 11, 2022, we entered into Credit Agreement by and among the Company, nCino OpCo, Inc., certain subsidiaries of the Company as guarantors, and Bank of America, N.A.
−Removed: as lender, as amended by that certain First Amendment, dated February 9, 2024, pursuant to which we received access to a revolving Credit Facility of up to $50.0 million.
−Removed: As of January 31, 2024, we had no amounts outstanding under our Credit Facility.
−Removed: In March 2024, we amended our Credit Facility and increased our borrowing availability to $100.0 million.
+Added: On October 28, 2024, we entered into a Credit Agreement by and among the Company, nCino OpCo, Inc., certain subsidiaries of the Company as guarantors, the lenders party thereto, and Bank of America, N.A.
+Added: as administrative agent, pursuant to which we received access to a revolving Credit Facility of up to $250.0 million.
+Added: As of January 31, 2025, we had $166.0 million outstanding under our Credit Facility.
The Credit Facility contains affirmative and restrictive covenants that limit our operating ability including to, among other things, dispose of assets, merge with other companies, incur additional indebtedness and liens, engage in new businesses, acquire certain other companies and modify organizational documents.
−Removed: In addition, the Credit Facility is secured by substantially all of our personal property, and the Credit Facility requires us to satisfy certain covenants, including maintaining certain senior secured leverage and interest coverage ratios under the Credit Facility.
+Added: In addition, the Credit Facility is secured by substantially all of our personal property, and the Credit Facility requires us to satisfy certain covenants, including maintaining certain total leverage and interest coverage ratios under the Credit Facility.
As a result of these restrictions, we will be limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities.
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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.