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Item 8. Financial Statements and Supplementary Data

2025-04-01 compared with 2024-03-26 · 374 added, 287 removed, 982 unchanged (40% of the section changed)

11 unchanged sentences

Opinion on the Financial Statements

We have audited the consolidated balance sheets of nCino, Inc.

We have audited the accompanying consolidated balance sheets of nCino, Inc.

(the Company) as of January 31, 2024 and 2025, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”) .

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generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB), the Company’s internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 26, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 1, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s revenue recognition processes, including controls designed to mitigate the risk of override of controls.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s revenue recognition process, including controls designed to mitigate the risk of override of controls.

This included testing controls over management’s review of customer contracts and review of manual revenue journal entries.

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Raleigh, North Carolina

March 26, 2024

April 1, 2025

Report of Independent Registered Public Accounting Firm

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of January 31, 2023 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes and our report dated March 26, 2024 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of DocFox, Inc.

acquired on March 20, 2024, Integrated Lending Technologies, LLC acquired on April 1, 2024 and Artesian Solutions Limited (“FullCircl”) on November 5, 2024 (together the “acquired entities”), which are included in the fiscal 2025 consolidated financial statements of the Company and on a combined basis accounted for approximately 0.7% and 0.1% of total and net assets, respectively, as of January 31, 2025 and 1.9% and 2.5% of revenues and net loss, respectively for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of acquired entities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of January 31, 2024 and 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes and our report dated April 1, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Raleigh, North Carolina

March 26, 2024

April 1, 2025

CONSOLIDATED BALANCE SHEETS

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Deferred income taxes, noncurrent 3,687 13,851

Deferred revenue, noncurrent — 269

Revolving credit facility, noncurrent — 166,000

Financing obligations, noncurrent 52,680 51,172

Other long-term liabilities — 17,160

Total liabilities 287,826 512,783

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Cost of revenues

Subscription (related party $ 41,404 , $ 0 , and $ 0 , respectively) 1

106,265 120,861 134,932

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Basic and diluted 110,615,734 112,672,397 115,162,175

1 See Note 9 "Reseller Agreement" and Note 17 "Related-Party Transactions."

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

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Balance, January 31, 2022 109,778,542 $ 55 $ 1,277,258 $ ( 72 ) $ ( 209,616 ) $ 1,067,625

Stock issuance related to business combinations, net of issuance costs of $ 210

12,762,146 7 647,292 — — 647,299

Exercise of stock options 579,662 1 3,749 — — 3,750

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Stock-based compensation — — 50,207 — — 50,207

Other comprehensive loss — — — ( 312 ) — ( 312 )

Other comprehensive income — — — 766 — 766

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 1,995 ) ( 100,725 ) ( 102,720 )

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Stock-based compensation — — 71,570 — — 71,570

Other comprehensive income — — — 302 — 302

Other comprehensive loss — — — ( 820 ) — ( 820 )

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 5,301 ) — ( 32,577 ) ( 37,878 )

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Accounts payable 35 525 ( 190 )

Accounts payable, related parties ( 4,363 ) — —

Accrued expenses and other current liabilities ( 1,210 ) ( 5,981 ) 10,165

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Operating lease liabilities ( 4,767 ) ( 4,083 ) ( 3,785 )

Other long-term liabilities — — 1,445

Net cash provided by (used in) operating activities ( 15,381 ) 57,285 55,199

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Payments of debt issuance costs ( 367 ) — ( 1,484 )

Stock issuance costs ( 210 ) — —

Exercise of stock options 3,750 4,469 2,796

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Supplemental disclosure of noncash investing and financing activities

Purchase of property and equipment, accrued but not paid $ 11,225 $ 720 $ 167

Building-leased facility acquired through financing obligation $ 22,402 $ — $ —

Fair value of common stock issued as consideration for business acquisition $ 647,509 $ — $ —

Accrued purchase price related to acquisitions $ 356 $ — $ 13,155

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

Organization and Description of Business

Organization:

On November 16, 2021, nCino, Inc.

(now nCino OpCo, Inc., "nCino OpCo") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Penny HoldCo, Inc.

(now nCino, Inc., "nCino, Inc."), a Delaware corporation incorporated on November 12, 2021 as a wholly-owned subsidiary of nCino OpCo, and certain other parties.

On January 7, 2022, in connection with the closing of the transactions contemplated by the Merger Agreement, Penny HoldCo, Inc.

changed its name to nCino, Inc.

and nCino, Inc.

changed its name to nCino OpCo, Inc.

and became a wholly-owned subsidiary of nCino, Inc.

nCino OpCo was initially organized as a North Carolina limited liability company named BANKR, LLC on December 13, 2011.

On April 3, 2012, BANKR, LLC was renamed nCino, LLC which was reincorporated as nCino, Inc.

(now nCino OpCo) in the State of Delaware on December 18, 2013.

On January 7, 2022, pursuant to the Merger Agreement, nCino, Inc.

and nCino OpCo completed a series of mergers in which nCino, Inc.

became the parent of nCino OpCo and SimpleNexus, LLC ("SimpleNexus").

Each share of nCino OpCo common stock, par value $ 0.0005 per share issued and outstanding was converted into one fully paid and nonassessable share of nCino, Inc.

common stock, par value $ 0.0005 .

became the successor issuer and reporting company to nCino OpCo pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended.

On January 10, 2022, shares of nCino OpCo were suspended from trading on the Nasdaq Global Select Market, and shares of nCino, Inc.

commenced using nCino OpCo's trading history under the ticker symbol "NCNO".

See Note 7 "Business Combinations" for additional information regarding the SimpleNexus acquisition.

September 8, 2023, SimpleNexus began operating as SimpleNexus, LLC d/b/a nCino Mortgage, LLC ("nCino Mortgage").

Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “nCino,” and the “Company” refer to nCino, Inc.

and its consolidated subsidiaries after the Merger Agreement and to nCino OpCo, Inc.

(formerly known as nCino, Inc.) and its consolidated subsidiaries before the Merger Agreement.

Summary of Business and Significant Accounting Policies

Description of Business:

The Company is a software-as-a-service ("SaaS") company that provides software applications to financial institutions to streamline employee and client interactions.

The Company is headquartered in Wilmington, North Carolina and has various locations in the U.S., North America, Europe, and Asia Pacific.

and its wholly-owned subsidiaries, collectively the Company, is a software-as-a-service ("SaaS") company that provides software solutions to financial institutions to streamline employee and client interactions.

The Company is headquartered in Wilmington, North Carolina and has various locations in the United States, North America, Europe, Asia Pacific and South Africa.

Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “nCino,” and the “Company” refer to nCino, Inc.

and its consolidated subsidiaries.

Fiscal Year End:

The Company’s fiscal year ends on January 31.

Summary of Significant Accounting Policies

References to fiscal year 2025, for example, refer to the fiscal year ended January 31, 2025.

Principles of Consolidation and Basis of Presentation:

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The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary.

All intercompany accounts and transactions are eliminated.

The Company is subject to the normal risks associated with technology companies that have not demonstrated sustainable income from operations, including product development, the risk of customer acceptance and market penetration of its products and services and, ultimately, the need to attain profitability to generate positive cash resources.

All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates:

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income taxes and the related valuation allowance on deferred tax assets;

redemption value of redeemable non-controlling

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

redemption value of redeemable non-controlling interest;

and stock-based compensation.

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Actual results could differ from these estimates.

See Note 8 "Goodwill and Intangible Assets" for a change in estimate of the useful life of the SimpleNexus trade name.

Operating Segments:

The Company operates as one operating segment.

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance.

The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level.

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker ("CODM"), which is the Company’s Chief Executive Officer, in deciding how to make operating decisions, allocate resources, and assess performance.

The Company’s CODM allocates resources and assesses performance at the consolidated level.

Concentration of Credit Risk and Significant Customers:

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Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company determines revenue recognition through the following steps:

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Arrangements with customers do not provide the customer with the right to take possession of the software supporting the Company's solutions at any time and, as a result, are accounted for as a service contract.

Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions.

nCino Mortgage contracts typically range from one to three years and are generally billed monthly in advance.

Generally, the Company’s subscription contracts are three to five years in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions.

mortgage contracts are generally billed monthly in advance.

Subscription arrangements that are cancelable generally have penalty clauses.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Professional Services and Other Revenues

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Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees.

Capitalized costs related to new revenue contracts are amortized on a straight-line basis over four to five years , which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals.

Capitalized costs related to

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

new revenue contracts or on upsell of existing contracts are amortized on a straight-line basis over four to five years , which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals.

In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition.

Commissions paid relating to contract renewals are not commensurate with sales commissions paid on initial contracts and as such are deferred and amortized over the related renewal period.

The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts.

The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment.

Any changes in the anticipated period of benefit or the average renewal term are recognized on a prospective basis upon occurrence.

Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations.

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Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.

Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately four to five years .

The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products.

When the expected period of benefit of an asset which would be capitalized is less than one

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

year, the Company expenses the amount as incurred, utilizing the practical expedient.

The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period.

At times, the Company provides credits or incentives to its customers.

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The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2025.

The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions.

Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues.

The Company evaluates whether it is the principal or agent with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions.

Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output.

The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing.

Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements.

The Company has determined that, generally, the Company is acting as the principal and reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues.

Deferred Revenue:

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Any implied financing costs are considered insignificant in the context of the Company’s contracts.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Cash and Cash Equivalents:

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Restricted Cash:

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

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

Restricted cash primarily consisted of a minimum cash balance the Company maintained with a lender under the Company's revolving credit facility for fiscal year 2024.

Restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards, at January 31, 2025.

Restricted cash is included in long-term prepaid expenses and other assets at January 31, 2024 and January 31, 2025 on the consolidated balance sheets.

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The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings.

The Company’s standard billing terms are annual in advance, while nCino Mortgage's standard billing terms are monthly in advance.

The Company’s standard billing terms are annual in advance, while U.S.

mortgage standard billing terms are monthly in advance.

An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

annually but for which the Company is not contractually able to invoice until a future period.

Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period.

Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.

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The lease term reflects the non-cancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option.

Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred.

The Company's leases do not generally provide an implicit rate;

therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments.

Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

are expensed as incurred.

If an implicit rate is not readily determined by the Company's leases, the Company uses its incremental borrowing rate in determining the present value of the lease payments.

Lease expense is recognized on a straight-line basis over the lease term.

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Leasehold improvements Shorter of remaining life of the lease term or estimated useful life

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Repairs and maintenance are charged to expense as incurred.

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This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable.

Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate.

If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

Recoverability of these assets is measured by comparison of the carrying amount of an asset or asset group to the estimated future undiscounted cash flows the asset or asset group is expected to generate.

If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets or asset group, the carrying amount of such assets is reduced to fair value.

There were no material impairments of intangible assets or long-lived assets during the fiscal years ended January 31, 2023, 2024, and 2025.

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There is no goodwill impairment for the fiscal years ended January 31, 2023, 2024, and 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Variable Interest Entity:

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contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution.

If the interest of the minority investors were to be redeemed under this

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K.

If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K.

and the Company.

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Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Investments :

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Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense.

Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense.

As such, general overhead expenses are reflected in each cost of revenues and operating expenses category.

In addition, subscription cost of revenues includes amortization of acquired developed technology.

Research and Development :

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The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting interim periods.

When and if applicable, potential interest and penalties are accrued as incurred, within income tax provision.

When and if applicable, potential interest and penalties are accrued as incurred, within the income tax provision.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Other Comprehensive Income (Loss):

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As further described in Note 10 "Stock-Based Compensation," the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation.

The Company establishes fair value as the measurement objective in accounting for

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period.

The Company establishes fair value as the measurement objective in accounting for share-based payment transactions with employees and recognizes expense on a straight-line basis, net of estimated forfeitures, over the applicable vesting period.

The estimated forfeiture rate applied is based on historical forfeiture rates.

Basic and Diluted Loss per Common Share:

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For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.

Recent Accounting Pronouncements Not Yet Adopted:

Recently Adopted Accounting Pronouncements:

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

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The ASU is effective for fiscal years beginning after December 15, 2023 on a retrospective basis, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

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

The Company adopted ASU 2023-07 for the fiscal year ended January 31, 2025 on a retrospective basis.

See Note 19 "Segment Information" for additional information.

Recent Accounting Pronouncements Not Yet Adopted:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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

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

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

The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, on a prospective basis with the option to apply the ASU retrospectively.

Early adoption is permitted.

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

Variable Interest Entity and Redeemable Non-Controlling Interest

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and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K.

that is focused on the distribution of the Company’s products in Japan.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

focused on the distribution of the Company’s products in Japan.

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

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

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

1 unchanged sentence

of $ 1.0 million by existing third-party investors in October 2023, maintained the Company's ownership of 51 %.

As of January 31, 2025, the Company controls a majority of the outstanding common stock in nCino K.K.

All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors.

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

The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $ 3.2 million at January 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

The following table summarizes the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Company’s financial assets measured at fair value as of January 31, 2023 and January 31, 2024 and indicates the fair value hierarchy of the valuation:

The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2024 and January 31, 2025 and indicates the fair value hierarchy of the valuation:

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

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

During the fiscal year ended January 31, 2024, the Company recorded an unrealized gain of $ 0.3 million on one of our investments as a result of an observable price change and is recorded in other expense, net on the consolidated statements of operations.

No unrealized gain or loss was recognized for the fiscal years ended January 2022 and 2023 and there was no impairment recognized for the fiscal years ended January 31, 2022, 2023, and 2024.

Revenues by Geographic Area

Revenues by geographic region were as follows:

Fair value changes were immaterial for the years ended January 31, 2023, 2024 and 2025.

There was no impairment recognized for the fiscal years ended January 31, 2023, 2024, and 2025.

In March 2025, we recorded a realized gain of $ 1.2 million from the sale of one of these investments.

See Note 16 "Related-Party Transactions" and Note 20 "Subsequent Events" for additional information.

Disaggregation of Revenue

Disaggregated revenues by source and geographic region were as follows:

Fiscal Year Ended January 31,

1 unchanged sentence

United States

Subscriptions - non-mortgage $ 241,394 $ 273,044 $ 303,546

Subscriptions - mortgage 59,804 68,040 73,782

Professional services and other 45,296 46,117 47,104

Total United States 346,494 387,201 424,432

International

$ 273,865 $ 408,315 $ 476,543

The Company disaggregates its revenues from contracts with customers by geographic location.

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

For the fiscal years ended January 31, 2022, 2023, and 2024, no country outside the United States represented 10% or more of total revenues.

Subscriptions 43,554 68,395 91,840

Professional services and other 18,267 20,947 24,385

Total International 61,821 89,342 116,225

Total Revenue $ 408,315 $ 476,543 $ 540,657

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

During the fourth quarter of fiscal year 2025, the Company changed the presentation of disaggregated revenues from a classification primarily based on geographic region to a classification to include sources by geographic region.

The prior period presentation of disaggregated revenues has been reclassified to conform with the current period presentation.

Contract Amounts

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Total accounts receivable, net $ 112,975 $ 146,787

1 Includes $ 0.1 million and $ 0.0 million income tax receivable of as of January 31, 2023 and January 31, 2024, respectively.

Deferred Revenue and Remaining Performance Obligations

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

Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer and $ 8.3 million from acquisitions, which were offset by decreases due to revenues recognized in the period.

During the fiscal year ended January 31, 2025, $ 170.5 million of revenues were recognized out of the deferred revenue balance as of January 31, 2024.

31 unchanged sentences

Total depreciation expense $ 6,452 $ 8,038 $ 6,252

Property and equipment by geographic region were as follows:

As of January 31,

United States $ 83,594 $ 78,411

International 848 734

$ 84,442 $ 79,145

Business Combinations

On January 7, 2022 (the "Acquisition Date") through a series of mergers, the Company acquired all outstanding membership interests of SimpleNexus which provides mobile-first homeownership software that spans engagement, origination, closing and business intelligence, headquartered in Lehi, Utah.

The Company acquired SimpleNexus for its complementary products and mobile-first offerings and believes this will provide greater value for new and existing customers.

The business combination is considered a related party transaction as entities affiliated with Insight Partners (“Insight Partners”) were equityholders of SimpleNexus and certain other parties in connection with the series of mergers, and other affiliates of Insight Partners are currently significant stockholders of the Company.

The Company has included the financial results of SimpleNexus in the consolidated statements of operations from Acquisition date.

The transaction costs associated with the acquisition were approximately $ 10.0 million and were recorded in general and administrative expenses for the fiscal year ended January 31, 2022.

The Company also recognized $ 0.2 million in stock issuance costs associated with the share consideration that were reported as a reduction of additional paid-in capital within stockholders' equity.

On March 20, 2024 (the "DocFox Acquisition Date"), the Company acquired the outstanding equity interests of DocFox, which provides a solution to automate onboarding experiences for commercial and business banking.

The Company acquired DocFox for its complementary product set, which helps simplify and automate the onboarding and account opening process.

The Company has included the financial results of DocFox in the consolidated statements of operations from the DocFox Acquisition Date.

Including the $ 2.0 million in post combination expense referenced below, transaction costs associated with the DocFox acquisition were approximately $ 3.9 million and were recorded in general and administrative expenses for the fiscal year ended January 31, 2025.

The Company paid a total of $ 74.3 million in cash as of the DocFox Acquisition Date.

Included in the total cash paid was $ 6.2 million for DocFox common stock options that were cash settled on the DocFox Acquisition Date.

The $ 6.2 million fair value of the DocFox common stock options was allocated between consideration transferred and post combination expense in the amounts of $ 4.2 million and $ 2.0 million, respectively.

As there was no future service requirement due to accelerated vesting of these options, the entire $ 2.0 million was recorded as transaction cost immediately following the acquisition and not in consideration transferred.

The $ 2.0 million is included within general and administrative expense for the fiscal year ended January 31, 2025.

The estimated fair value of the consideration transferred was $ 72.4 million on the DocFox Acquisition Date.

In addition, the Company issued 198,505 RSUs with an approximate fair value of $ 6.1 million to certain employees of DocFox, which will vest over four years subject to such employees' continued employment.

The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The fair value of the consideration transferred was $ 933.6 million on the Acquisition Date, subject to a net working capital adjustment.

The net working capital adjustment was finalized in July 2022, resulting in a decrease to the purchase price of $ 0.7 million which was recorded to goodwill.

The total consideration transferred is as follows:

Total Consideration

Cash consideration to members $ 286,086

Voting common stock issued ( 12,762,146 shares) 1

Net working capital adjustment ( 676 )

Total consideration $ 932,919

1 The Company assumed a restricted stock award with an estimated fair value of $ 1.4 million.

$ 0.3 million was allocated to the purchase consideration and $ 1.1 million was allocated to future services and was expensed over the service period remaining in fiscal 2023 on a straight-line basis.

The number of shares for stock consideration was based on a 20 -day volume weighted average price fair value of $ 72.53 established prior to and including November 12, 2021 to determine the number of shares to be issued on the Acquisition Date.

On the Acquisition Date, the Company's closing stock price was $ 50.82 per share.

In addition, the Company issued 927,744 RSUs with an approximate fair value of $ 47.2 million to certain employees of SimpleNexus, which will vest over four years subject to such employees' continued employment.

The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the DocFox Acquisition Date.

Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill.

The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the DocFox Acquisition Date, including measurement period adjustments:

Cash and cash equivalents $ 1,400

Accounts receivable 1,898

Operating lease right-of-use assets, net 405

Other current and noncurrent assets 444

Intangible assets 24,600

Goodwill 57,329

Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 3,495 )

Deferred revenue, current and noncurrent ( 3,505 )

Operating lease liabilities, current and noncurrent ( 405 )

Deferred income taxes ( 6,306 )

Net assets acquired $ 72,365

Initial accounting for the acquisition is not complete, and further measurement period adjustments may occur in fiscal year 2026, but no later than one year from the DocFox Acquisition Date.

The area of the acquisition that remains preliminary relates to finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions.

As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information becomes available.

The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.

The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period.

The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the DocFox Acquisition Date:

Fair Value Useful Life

Trade name $ 200 1 year

Customer relationships 16,400 10 years

Developed technology 8,000 5 years

Total intangible assets subject to amortization $ 24,600

Developed technology represents the fair value of DocFox's technology.

Customer relationships represent the fair value of the underlying relationships with DocFox's customers.

Trade names represents the fair value of DocFox’s company name.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce.

The goodwill is not deductible for tax.

The financial results of DocFox since the DocFox Acquisition Date through January 31, 2025 are included in the Company's consolidated financial statements and are not material to the Company.

The Company has not disclosed pro-forma revenue and earnings attributable to DocFox as they did not have a material effect on the Company’s consolidated financial statements.

Integrated Lending Technologies, LLC (“ILT”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

On April 1, 2024 (the "ILT Acquisition Date”), the Company acquired all outstanding membership interests of ILT, which provides consumer loan origination software that streamlines direct and indirect lending operations.

The Company acquired ILT for its complementary products.

The Company has included the financial results of ILT in the consolidated statements of operations from the ILT Acquisition Date.

Transaction costs associated with the ILT acquisition were approximately $ 0.9 million and were recorded in general and administrative expenses for the fiscal year ended January 31, 2025.

The Company paid a total of $ 19.9 million in cash on the ILT Acquisition Date, subject to a net working capital adjustment.

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

The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired, and liabilities assumed were recorded at their estimated fair values at the ILT Acquisition Date.

Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill.

The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606.

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

Cash and cash equivalents $ 164

Accounts receivable 343

Intangible assets 8,660

Goodwill 11,111

Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 240 )

Net assets acquired $ 20,038

During the fiscal year ended January 31, 2025, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are now final.

Fair Value Useful Life

Trade name $ 210 1 year

Customer relationships 5,870 10 years

Developed technology 2,580 5 years

Total intangible assets subject to amortization $ 8,660

Developed technology represents the estimated fair value of ILT’s technology.

Customer relationships represent the estimated fair value of the underlying relationships with ILT’s customers.

Trade name represents the estimated fair value of ILT’s company name.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $ 11.1 million is deductible for tax purposes.

The financial results of ILT since the ILT Acquisition Date are included in the Company's consolidated financial statements and are not material to the Company.

The Company has not disclosed pro-forma revenue and earnings attributable to ILT as they did not have a material effect on the Company’s consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Artesian Solutions Limited ("FullCircl")

On November 5, 2024 (the "FullCircl Acquisition Date"), the Company acquired the outstanding equity interests of FullCircl, which provides an onboarding and customer lifecycle intelligence platform.

The Company acquired FullCircl for its complementary products and believes this will provide greater value for new and existing customers.

The Company has included the financial results of FullCircl in the consolidated statements of operations from the FullCircl Acquisition Date.

Transaction costs associated with the FullCircl acquisition were approximately $ 3.6 million and were recorded in general and administrative expenses for the fiscal year ended January 31, 2025.

The purchase consideration was $ 142.4 million, of which the Company paid a total of $ 129.2 million in cash at the FullCircl Acquisition Date.

The purchase consideration includes a deferred payment of $ 15.0 million, with a present value of $ 13.2 million at the FullCircl Acquisition Date, relating to an indemnity holdback amount to be paid in 24 months following the FullCircl Acquisition Date which is included in other long-term liabilities at January 31, 2025 on the consolidated balance sheets.

In addition, the Company issued 52,877 RSUs with an approximate fair value of $ 2.0 million to certain employees of FullCircl, which will vest over four years subject to such employees' continued employment.

The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration.

The following table summarizes the final fair values of assets acquired and liabilities assumed in connection with the acquisition, including measurement period adjustments:

Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is complete.

The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606.

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

Cash and cash equivalents $ 3,182

1 unchanged sentence

Property and equipment, net 66

Operating lease right-of-use assets 3,549

Operating lease right-of-use assets, net 198

Other current and noncurrent assets 211

6 unchanged sentences

Net assets acquired $ 142,409

During the fiscal year ended January 31, 2023, within the one year measurement period, the Company finalized the fair value of the assets acquired and liabilities assumed in the acquisition.

The Company recorded measurement period adjustments that included a $ 2.0 million adjustment to decrease goodwill for a $ 1.3 million deferred income tax adjustment and a $ 0.7 million net working capital adjustment.

Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill.

The Company determined the acquisition date deferred revenue balance in accordance with Topic 606.

Due to the timing of the transaction, initial accounting for the acquisition is not complete, and further measurement period adjustments may occur in fiscal year 2026, but no later than one year from the FullCircl Acquisition Date.

The Company has estimated the preliminary fair value of net assets acquired based on information currently available and with the assistance of independent third-party valuations and will continue to adjust those estimates as additional information becomes available, valuations are finalized and the tax returns for the pre-acquisition period are completed.

The primary areas of the acquisition accounting that remain preliminary relate to, but are not limited to, (i) finalizing the review and valuation of intangible assets (including key assumptions, inputs and estimates), (ii) finalizing the evaluation and valuation of certain legal matters and/or loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency, and (iii) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions.

As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information becomes available.

The Company believes the information gathered to date

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.

The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period.

The following table sets forth the components of the preliminary fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the FullCircl Acquisition Date:

Fair Value Useful Life

Developed technology $ 77,500 5 years

Trade name $ 1,100 1 year

Customer relationships 26,500 10 years

Trade name 14,500 6 years

Developed technology 9,400 5 years

Total intangible assets subject to amortization $ 37,000

Developed technology represents the fair value of SimpleNexus’ technology.

Customer relationships represent the fair value of the underlying relationships with SimpleNexus' customers.

Trade names represents the fair value of SimpleNexus’ company name.

See Note 8 "Goodwill and Intangible Assets" for a change in estimate related to the useful life of the SimpleNexus trade name during the third quarter of fiscal 2024.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $ 189.2 million is deductible for tax purposes.

The Company's consolidated statements of operations include the revenues and net loss for SimpleNexus for the period from the Acquisition Date through January 31, 2022, of $ 3.9 million and $ 3.6 million, respectively.

Developed technology represents the preliminary fair value of FullCircl's technology.

Customer relationships represent the preliminary fair value of the underlying relationships with FullCircl's customers.

Trade names represents the preliminary fair value of FullCircl’s company name.

The Company continues to assess the rates used in the preliminary valuation methods such as, but not limited to, the discount rates for developed technology, customer relationships and trade name and customer attrition rate for customer relationships.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce.

The goodwill is not expected to be deductible for tax.

The financial results of FullCircl since the FullCircl Acquisition Date are included in the Company's consolidated financial statements and are not material to the Company.

The Company has not disclosed pro-forma revenue and earnings attributable to FullCircl as they did not have a material effect on the Company’s consolidated financial statements.

Goodwill and Intangible Assets

1 unchanged sentence

Balance, as of January 31, 2023 $ 839,440

Measurement period adjustments relating to the acquisition of SimpleNexus ( 1,961 )

Translation adjustments ( 571 )

Balance, as of January 31, 2024 838,869

Acquisitions 186,375

Translation adjustments ( 5,869 )

Balance, as of January 31, 2025 $ 1,019,375

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Intangible assets

11 unchanged sentences

$ 190,715 $ ( 75,143 ) $ 115,572 $ 239,174 $ ( 84,603 ) $ 154,571 6.5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

During the fiscal year ended January 31, 2025, the Company wrote off approximately $ 20.6 million of fully amortized intangible assets and the corresponding accumulated amortization.

The Company recognized amortization expense for intangible assets as follows:

6 unchanged sentences

During the third quarter of fiscal 2024, the Company rebranded the SimpleNexus solution to nCino Mortgage, resulting in a change to the trade name useful life.

As a result, the Company recorded accelerated amortization to fully amortize the remaining trade name intangible asset.

The effect of this change in estimate for the year ended January 31, 2024 was an increase in sales and marketing amortization expense of $ 9.5 million, which resulted in an increase in loss of operations and net loss attributable to nCino, Inc.

of $ 9.5 million, or $ 0.08 per basic and diluted share.

As a result, the Company recorded accelerated amortization to fully amortize the remaining trade name intangible asset in fiscal 2024.

The expected future amortization expense for intangible assets as of January 31, 2025 is as follows:

5 unchanged sentences

Reseller Agreement

The Company has a reseller agreement in place with a former related party to utilize their platform and to develop the Company’s cloud-based banking software as an application within their hosted environment.

This agreement was amended during fiscal 2024 extending its term through January 31, 2031, and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term.

Cost of subscription revenues in each of the fiscal years ended January 31, 2022, 2023, and 2024 includes fees paid for access to their platform, including their hosting infrastructure and data center operations.

Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022 the reseller was no longer considered a related party as of December 31, 2021 and the amounts disclosed related to them are accordingly presented while the reseller was considered a related party.

The Company continues to do business with the reseller and transactions after December 31, 2021 are no longer disclosed.

The Company has recorded expenses of $ 41.4 million for the fiscal year ended January 31, 2022.

See also Note 17 "Related-Party Transactions."

The Company has a reseller agreement in place with our largest vendor to utilize their platform and to develop the Company’s cloud-based banking software as an application within their hosted environment.

This agreement was amended

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

during fiscal 2024 extending its term through January 31, 2031, and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term.

Stockholders’ Equity

1 unchanged sentence

Preferred Stock:

The Board of Directors is authorized to establish one or more series of preferred stock and to fix the number of shares constituting such series and the designation of such series, including the voting powers, preferences,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

limitations, restrictions, and other special rights thereof.

The Company's preferred stock consists of 10,000,000 authorized shares, par value $ 0.001 per share.

20 unchanged sentences

All awards shall be granted within ten years from the effective date of the 2019 Plan and can only be granted to employees, officers, directors, and consultants and generally vest over four years .

Under the 2019 Plan, the number of available shares was increased to 15,250,000 , plus an annual increase added on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022, and continuing until, and including, the fiscal year ending January 31, 2031.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

the fiscal year ending January 31, 2031.

The annual increase will be equal to the lesser of (i) 5 % of the number of shares issued and outstanding as of January 31 of the immediately preceding fiscal year and (ii) an amount determined by the Company's Board of Directors.

4 unchanged sentences

RSUs are generally earned over a service period of four years .

For RSUs granted to the non-employee members of the Board of Directors, some vest in less than a year, some annually

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

and some over three years.

For RSUs granted to the non-employee members of the Board of Directors, some vest in less than a year, some annually and some over three years.

The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period.

23 unchanged sentences

The weighted average grant date fair value for RSUs granted during the fiscal years ended January 31, 2023, 2024, and 2025 was $ 41.54 , $ 25.65 , and $ 33.65 , respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The total fair value of RSUs vested for the fiscal years ended January 31, 2023, 2024, and 2025 was $ 39.7 million, $ 48.2 million, and $ 60.8 million, respectively.

1 unchanged sentence

That cost is expected to be recognized over a weighted average period of 2.73 years.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Employee Stock Purchase Plan

20 unchanged sentences

Treasury yield for a similar expected life instrument in effect at the time of the grant of the ESPP share.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The assumptions utilized for the ESPP shares for the fiscal years ended January 31, 2023, 2024, and 2025 were as follows:

11 unchanged sentences

That cost is expected to be recognized over the remaining term of the offering period that began on January 1, 2025 and will end on June 30, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Stock-Based Compensation Expense

17 unchanged sentences

Loss before income taxes $ ( 97,773 ) $ ( 41,936 ) $ ( 35,560 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The components of the income tax provision (benefit) consisted of the following:

10 unchanged sentences

Total income tax provision (benefit) $ 4,071 $ 1,590 $ ( 2,511 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The differences between income taxes expected at the U.S.

6 unchanged sentences

Tax credits 0.0 23.9 9.7

Statutory tax rate law changes 2.7 0.0 0.0

Transaction costs ( 1.3 ) ( 0.1 ) 0.0

Changes in valuation allowance ( 21.6 ) ( 10.5 ) 7.7

Federal return to provision ( 0.2 ) ( 19.7 ) 1.3

Foreign rate differential 0.5 ( 1.7 ) 1.2

Other ( 0.2 ) 0.2 ( 1.0 )

Nondeductible expenses ( 0.1 ) ( 0.2 ) ( 1.0 )

Stock-based compensation 0.1 ( 1.0 ) ( 1.3 )

Foreign rate differential 0.7 0.5 ( 1.7 )

Executive compensation ( 3.7 ) ( 2.4 ) ( 5.0 )

Nondeductible expenses ( 0.2 ) ( 1.0 ) ( 1.3 )

Deferred adjustments 0.0 0.0 ( 1.5 )

Effects of non-US operations ( 0.1 ) ( 0.5 ) ( 1.6 )

GILTI inclusion ( 0.6 ) ( 6.8 ) ( 2.2 )

Changes in valuation allowance ( 44.1 ) ( 21.6 ) ( 10.5 )

Federal return to provision 0.0 ( 0.2 ) ( 19.7 )

Transaction costs ( 0.1 ) 0.0 ( 3.1 )

Executive compensation ( 2.4 ) ( 5.0 ) ( 8.2 )

Uncertain tax positions 0.0 0.0 ( 15.2 )

( 4.2 ) % ( 3.8 ) % 7.1 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Significant components of the Company’s net deferred tax assets and liabilities were as follows:

3 unchanged sentences

Research and development 39,305 48,056

Financing obligations and lease liabilities 15,960 17,343

Tax credits 15,444 17,104

Financing obligations and lease liabilities 17,343 16,591

Equity compensation 9,085 11,108

Reserves and accruals 3,900 4,747

Deferred revenue 550 —

Other 1,613 1,587

10 unchanged sentences

Net deferred tax liabilities $ 450 $ ( 7,650 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company’s net deferred tax liabilities were adjusted during fiscal 2025 to include $ 15.1 million of net deferred tax liabilities related to business combinations.

Net deferred tax liabilities were included in the consolidated balance sheets as follows:

6 unchanged sentences

The Company has established a valuation allowance in the amount of $ 148.3 million and $ 160.3 million as of January 31, 2024 and 2025, respectively, because the Company believes it is not more likely than not the deferred tax asset in jurisdictions excluding several foreign jurisdictions will be realized.

Based on all available positive and negative evidence, having demonstrated sustained profitability and cumulative pre-tax book income for the past three years, which is objective and verifiable, the Company concluded that it is more likely than not that the Company’s United Kingdom deferred tax assets will be realizable.

As a result, the Company released the valuation allowance against the United Kingdom deferred tax assets and reflected the release as a component of income tax provision (benefit) in the amount of $ 3.7 million as of the fiscal year ended January 31, 2024.

We continue to maintain a valuation allowance against our deferred tax assets in several jurisdictions, including the U.S.

It is determined by management when a valuation allowance should be recorded, utilizing significant judgement and the use of estimates.

In fiscal year 2025, the Company acquired DocFox and FullCircl.

As part of the DocFox acquisition, the Company recorded a net U.S.

deferred tax liability mostly related to identifiable intangible assets.

The deferred tax liability

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

recognized provides additional positive evidence that a portion of the Company’s U.S.

deferred tax assets are realizable.

As a result, the Company reduced the historical valuation allowance in the U.S.

by $ 3.6 million.

For the fiscal years ended January 31, 2023, 2024, and 2025, the valuation allowance increased by $ 29.3 million, $ 9.9 million, and $ 12.0 million, respectively.

Prior to the SimpleNexus acquisition, the Company recorded a net U.S.

deferred tax asset which is offset with a valuation allowance.

On the Acquisition Date, the Company recorded net U.S.

deferred tax liabilities, most of which relate to identifiable finite-life intangible assets.

The Company evaluated this positive evidence and determined a portion of these deferred tax liabilities allow the Company to recognize $ 24.6 million of the Company’s U.S.

deferred tax assets, which results in a reduction of the valuation allowance.

In accordance with ASC 805-740-30-3, the Company reflected the reduction of the valuation allowance as a component of income tax provision (benefit) at the Acquisition Date, and during the fiscal year ended January 31, 2022.

The Company maintains its assertion of the Company’s intent for certain foreign earnings to be indefinitely reinvested.

5 unchanged sentences

If the Company were to repatriate the undistributed earnings, the tax liability is $ 1.2 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The net operating loss and tax credit carryforwards as of January 31, 2025 were as follows:

1 unchanged sentence

Federal net operating loss carryforwards 1

383,200 Non-expiring

State net operating loss carryforwards 1

91,028 Non-expiring

Foreign net operating loss carryforwards 8,790 2031

Foreign net operating loss carryforwards 35,318 Non-expiring

Foreign net operating loss carryforwards 1

Federal tax credit carryforwards 1

State tax credit carryforwards 2,788 2032

1 The Company acquired a portion of these carryforwards in the SimpleNexus acquisition during the fiscal year ended January 31, 2022.

Foreign tax credit carryforward 61 None

1 The Company acquired a portion of these carryforwards through mergers and acquisitions.

These acquired carryforwards will be subject to limitations which could limit the Company's utilization in future periods.

In 2021, the Organization of Economic Cooperation and Development introduced its Pillar Two Framework Model Rules ("Pillar 2").

The Company is under the revenue threshold where Pillar 2 would not apply and is not subject to tax under these rules.

The Company will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

A reconciliation of the gross beginning and ending balance of total unrecognized tax benefits is as follows:

Fiscal Year Ended January 31,

2023 2024 2025

Balance, beginning of period $ — $ — $ —

Additions for current year tax positions — — 1,813

Additions for prior year tax positions — — 4,356

Additions for current year acquisitions — — 2,536

Balance, end of period $ — $ — $ 8,705

As of January 31, 2025 gross unrecognized tax benefits related to uncertain tax positions were $ 8.7 million.

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate would be $ 3.7 million for the year ended January 31, 2025.

The Company's policy for classifying interest and penalties with unrecognized tax benefits is to include such items in income tax expense.

The total amount of interest and penalties associated with income tax benefits is $ 2.0 million for the year ended January 31, 2025.

The Company anticipates insignificant change to unrecognized tax benefits over the next year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company is subject to taxation in the U.S.

3 unchanged sentences

However, amounts reported as net operating losses and tax credit carryforwards from these tax periods remain subject to review by most tax authorities.

The United States Tax Cuts and Job Act of 2017 (the “U.S.

Tax Legislation”) was enacted on December 22, 2017.

Tax Legislation significantly revised the United States tax code by, among other things, introducing a tax on foreign earnings in excess of a deemed return on tangible assets of foreign corporations (known as “GILTI”) for tax years beginning after December 31, 2017.

The guidance indicated that companies must make a policy election to either record deferred taxes for basis differences expected to reverse as a result of the GILTI provisions in future years or treat any taxes on GILTI inclusions as period costs when incurred.

The Company completed its analysis of the tax effects of the GILTI provisions as of January 31, 2024 and elected to account for these tax effects as period costs when incurred.

In 2021, the Organization of Economic Cooperation and Development introduced its Pillar Two Framework Model Rules ("Pillar 2").

The Company does not expect Pillar 2 to impact its tax liability and will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

The Company recognizes the income tax benefits of any uncertain tax positions only when, based upon the technical merits of the position, it is more likely than not that the position is sustainable upon examination.

With the information available, the Company has performed an analysis and as of January 31, 2023 and 2024, the Company has not recognized any unrecognized tax benefits, interest or penalties for any income tax positions.

Defined Contribution Plan

6 unchanged sentences

The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through December 2033, some of which include options to extend for up to five years .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The components of lease expense were as follows:

4 unchanged sentences

Short-term lease expense 508 451 272

Sublease income — — ( 382 )

Total $ 5,850 $ 7,370 $ 8,046

7 unchanged sentences

The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of January 31, 2025 were 5.77 years and 6.9 %, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Future minimum lease payments as of January 31, 2025 were as follows:

11 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

as administrative agent (the "Agent").

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

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

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

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

(i) a base rate equal to the greater of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50 %, and (c) the Bloomberg Short Term Bank Yield Index

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

or (ii) the Term SOFR rate (provided that the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

("BSBY") rate plus 1.00 %, plus a margin of 0.00 % (provided that the base rate shall not be less than 0.00 %);

or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00 %), plus a margin of 1.00 %.

The Company is also required to pay an unused commitment fee to the Lender of 0.25 % of the average daily unutilized commitments.

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

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

The Company must also pay customary letter of credit fees.

2 unchanged sentences

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

The financial covenant requires the Company and its subsidiaries on a consolidated basis to maintain Consolidated Liquidity of not less than $ 50.0 million.

Consolidated Liquidity is measured as the sum of 100 % of unrestricted and unencumbered cash of the Company and its domestic subsidiaries, 75 % of unrestricted and unencumbered cash of the Company’s foreign subsidiaries and the lesser of Credit Facility availability and $ 25.0 million.

The Company is also required to maintain at least $ 5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in long-term prepaid expenses and other assets as of January 31, 2023 and January 31, 2024 on the Company's consolidated balance sheets.

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

The 2024 Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65 % of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.

The Company had $ 30.0 million and $ 0.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants as of January 31, 2023 and January 31, 2024, respectively.

As of January 31, 2024 and 2025, unamortized debt issuance costs were $ 0.0 million and $ 1.4 million, respectively, and are included in long-term prepaid expenses and other assets.

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

The Company had $ 166.0 million outstanding and no letters of credit issued under the 2024 Credit Facility and was in compliance with all covenants as of January 31, 2025.

As of January 31, 2025, the applicable interest rate was 6.31 %.

The available borrowing capacity under the 2024 Credit Facility was $ 84.0 million as of January 31, 2025.

See Note 20 "Subsequent Events" for additional information.

In February 2025, the Company borrowed an additional $ 52.5 million on the 2024 Credit Facility to fund an acquisition and in March 2025, the Company repaid $ 50.0 million on the 2024 Credit Facility, see Note 20 "Subsequent Events" for additional information.

Commitments and Contingencies

9 unchanged sentences

Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction.

Upon completion of the parking deck in September 2021, for approximately $ 17.7 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively.

Upon completion of the parking deck in September 2021, for approximately $ 17.7 million, the costs of the construction in

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively.

In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters.

9 unchanged sentences

2028 74,152 —

2028 70,000 —

Thereafter — —

9 unchanged sentences

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

To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements.

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

Legal Proceedings

From time to time, the Company is involved in legal proceedings or is subject to claims arising in the ordinary course of business including the following:

On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court").

The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc.

("Live Oak") and Apiture, Inc.

("Apiture") not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C.

§§ 75-1 and 75-2.

The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest.

The complaint does not allege any specific damages.

On April 28, 2022, the District Court approved settlements between the plaintiff and defendant Live Oak in the amount of approximately $ 3.9 million and unnamed party Apiture in the amount of approximately $ 0.8 million.

In July 2023, through mediation, the Company and the plaintiff reached a settlement agreement in principle of approximately $ 2.2 million.

The Company remitted the $ 2.2 million settlement to an escrow agent in the fourth quarter of fiscal 2024, and the District Court entered the Final Judgement of Dismissal on March 14, 2024.

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

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

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

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

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

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

and nCino OpCo, Inc.

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

The complaint alleges damages in an unspecified amount.

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

Given the uncertainty and preliminary stages of this matter, the Company is unable to reasonably estimate any possible loss or range of loss that may result.

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

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Other Commitments and Contingencies

3 unchanged sentences

Related-Party Transactions

The Company’s largest vendor was also an equityholder in the Company.

Total payments related to the reseller agreement with this party are disclosed in Note 9 "Reseller Agreement." The Company also purchases services from this party to assist in managing its own sales cycle, customer relationship management, and other business functions.

Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022, this vendor was no longer considered a related party as of December 31, 2021, and the amounts disclosed related to them are accordingly presented while the vendor was considered a related party.

The Company continues to do business with the vendor and transactions after December 31, 2021 are no longer disclosed.

Total payments for these services recorded to expenses were $ 1.5 million for the fiscal year ended January 31, 2022.

The Company entered into the Merger Agreement on January 7, 2022, as disclosed in Note 1 "Organization and Description of Business" and Note 7 "Business Combinations." Affiliates of Insight Partners were equityholders of SimpleNexus and certain other parties in connection with the Merger Agreement transaction, and other affiliates of Insight Partners are currently significant stockholders of the Company.

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

(d/b/a ZEST AI) ("Zest AI"), a private company, for $ 2.5 million and is included in investments as of January 31, 2024 and January 31, 2025 on the Company's consolidated balance sheets.

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

On May 23, 2023, the Company announced a strategic partnership with Zest AI to build an integration into the Company's consumer banking solution to enable lenders with streamlined access to consumer credit lending insights.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

In March 2025, we recorded a realized gain of $ 1.2 million from the sale of all our shares in Zest AI.

Basic and Diluted Loss per Share

19 unchanged sentences

Shares issuable pursuant to the ESPP 21,079 105,227 106,440

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Restructuring

4 unchanged sentences

The accrual for severance and related benefit costs of $ 5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets as of January 31, 2023 and was paid in the first quarter of the Company’s fiscal 2024.

The Company had no restructuring charges for the fiscal year ended January 31, 2022.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company’s restructuring charges were as follows:

9 unchanged sentences

1 These expenses reduced operating lease right-of-use assets on the consolidated balance sheets.

The Company had no restructuring charges for the fiscal year ended January 31, 2025.

Segment Information

The Company's chief operating decision maker ("CODM") is the Company's Chief Executive Officer, who reviews financial information on a consolidated basis.

The Company brings together people and data to enable financial institutions to enhance strategic decision-making, risk management, and customer satisfaction through the selection of intelligent solutions provided by the nCino Platform as a SaaS company.

As such, the Company has one operating and reportable segment.

The CODM uses consolidated net loss in deciding how to make operating decisions, allocate resources, and assess performance.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents selected financial information that is provided to our CODM:

Fiscal Year Ended January 31,

2023 2024 2025

Revenues $ 408,315 $ 476,543 $ 540,657

Adjusted cost of revenues (1)

143,463 163,449 182,887

Adjusted sales and marketing expense (1)

101,966 94,440 94,190

Adjusted research and development expense (1)

107,839 101,017 111,110

Adjusted general and administrative expense (1)

57,188 55,858 56,305

Other segment items (2)

91,872 101,291 114,296

Interest income ( 403 ) ( 2,567 ) ( 1,761 )

Interest expense 2,807 4,135 8,763

Other expense, net 1,356 856 10,427

Income tax provision (benefit) 4,071 1,590 ( 2,511 )

Net loss $ ( 101,844 ) $ ( 43,526 ) $ ( 33,049 )

(1) Cost of revenue, sales and marketing expense, research and development expense, general and administrative expense and other expense, net in the consolidated statements of operations, adjusted to exclude amortization of intangible assets, stock-based compensation expense, acquisition-related expenses, certain litigation expenses, and restructuring and related charges.

(2) Other segment items are the adjustments described in the note above.

Revenues by geographic region were as follows:

Fiscal Year Ended January 31,

2023 2024 2025

United States $ 346,494 $ 387,201 $ 424,432

United Kingdom 28,535 41,894 56,517

Other 33,286 47,448 59,708

$ 408,315 $ 476,543 $ 540,657

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

For the fiscal years ended January 31, 2023, 2024, and 2025, no other country represented 10% or more of total revenues for the periods presented.

Long-lived assets, which consist of property and equipment, net and operating ROU assets, net by geographic region were as follows:

As of January 31,

United States $ 84,136 $ 79,115

United Kingdom 12,446 9,760

Other 1,824 2,104

$ 98,406 $ 90,979

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Subsequent Events

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

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

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

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

The Company must also pay customary letter of credit fees.

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

On March 18, 2024, the Company borrowed $ 75.0 million under the Credit Facility.

The interest rate at time of borrowing was 7.36 %.

In March 2024, the Company's wholly-owned subsidiary, nCino OpCo, acquired all of the outstanding equity of DocFox, Inc.

("DocFox"), a leading solution provider automating onboarding experiences for commercial and business banking.

The aggregate purchase price for the DocFox acquisition totaled $ 75.0 million and was funded with proceeds from the Credit Facility and available cash on hand.

Effective February 1, 2025, Pierre Naudé retired as the Company's Chairman and Chief Executive Officer and Sean Desmond was appointed to succeed Mr.

Naudé as the Company's new President and Chief Executive Officer and as a member of the Company's Board of Directors.

On the same date, Mr.

Naudé was appointed Executive Chairman of the Board.

In February 2025, the Company's wholly-owned subsidiary, nCino OpCo, acquired all of the outstanding equity of Alphapack, Co.

dba Sandbox Banking ("Sandbox Banking"), a digital transformation leader serving the financial services industry.

The aggregate purchase price for the Sandbox Banking acquisition totaled $ 52.5 million, subject to customary adjustments, with an additional earn-out opportunity of up to $ 10.0 million and was funded with proceeds from the 2024 Credit Facility.

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

The Company is in the process of finalizing the accounting for this transaction and will complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of our first quarter of fiscal 2026.

In March 2025, the Company repaid $ 50.0 million on the 2024 Credit Facility.

In March 2025, we recorded a realized gain of $ 1.2 million from the sale of all our shares in Zest AI.

See Note 16 "Related-Party Transactions" for additional information.

In March 2025, our Board of Directors authorized a stock repurchase program to acquire up to $ 100.0 million of the Company's common stock.

Under the stock repurchase program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means.

Open market repurchases will be structured to occur in accordance with applicable federal securities laws.

The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization.

The volume, price, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors.

The repurchase program does not obligate the Company to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of nCino’s Board of Directors.

The stock repurchase program will be funded using existing cash and cash equivalents, credit facility capacity and/or future cash flows.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data