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Item 1. Financial Statements

2025-05-28 compared with 2024-12-04 · 435 added, 271 removed, 472 unchanged (60% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

January 31, 2024 October 31, 2024

January 31, 2025 April 30, 2025

Current assets

Cash and cash equivalents (VIE:

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

$ 2,254 and $ 2,577 at January 31, 2025 and April 30, 2025, respectively)

$ 120,928 $ 133,230

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

Accounts receivable, less allowances of $ 1,229 and $ 1,269 at January 31, 2025 and April 30, 2025, respectively

146,787 104,417

7 unchanged sentences

Intangible assets, net 154,571 161,316

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

Investments (related party $ 2,500 and $ 0 at January 31, 2025 and April 30, 2025, respectively)

Long-term prepaid expenses and other assets 10,178 11,937

3 unchanged sentences

Accounts payable $ 13,640 $ 15,101

Accrued compensation and benefits 16,283 16,370

Accrued expenses and other current liabilities 39,865 35,185

14 unchanged sentences

Preferred stock, $ 0.001 par value;

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

10,000,000 shares authorized, and none issued and outstanding at January 31, 2025 and April 30, 2025

Common stock, $ 0.0005 par value;

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

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

500,000,000 shares authorized at January 31, 2025 and April 30, 2025;

115,996,852 and 117,069,731 shares issued;

115,996,852 and 115,240,618 outstanding at January 31, 2025 and April 30, 2025, respectively

Treasury stock, at cost;

0 and 1,829,113 shares at January 31, 2025 and April 30, 2025, respectively

Additional paid-in capital 1,474,413 1,490,590

6 unchanged sentences

(In thousands, except share and per share data)

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

2023 2024 2023 2024

Three Months Ended April 30,

Subscription $ 110,406 $ 125,588

16 unchanged sentences

Other income (expense), net ( 744 ) 16,097

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

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

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

Net loss attributable to redeemable non-controlling interest (Note 3)

( 320 ) ( 186 ) ( 868 ) ( 409 )

Net income (loss) before income taxes ( 5,279 ) 10,551

Income tax provision (benefit) ( 2,982 ) 4,534

Net income (loss) ( 2,297 ) 6,017

Net income (loss) attributable to redeemable non-controlling interest (Note 2)

Adjustment attributable to redeemable non-controlling interest (Note 2)

( 478 ) 1,286 ( 526 ) 2,205

Net loss attributable to nCino, Inc.

Net income (loss) attributable to nCino, Inc.

$ ( 2,976 ) $ 5,562

Net loss per share attributable to nCino, Inc.:

Basic and diluted $ ( 0.15 ) $ ( 0.05 ) $ ( 0.39 ) $ ( 0.17 )

Net income (loss) per share attributable to nCino, Inc.:

Basic $ ( 0.03 ) $ 0.05

Diluted $ ( 0.03 ) $ 0.05

Weighted average number of common shares outstanding:

Basic and diluted 112,951,553 115,611,833 112,484,017 114,970,622

Basic 114,197,068 114,781,654

Diluted 114,197,068 116,578,848

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

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

2023 2024 2023 2024

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

Other comprehensive income:

Three Months Ended April 30,

Net income (loss) $ ( 2,297 ) $ 6,017

Other comprehensive income (loss):

Foreign currency translation ( 131 ) 1,358

Other comprehensive income 74 213 214 622

Comprehensive loss ( 17,103 ) ( 3,939 ) ( 44,686 ) ( 16,850 )

Less comprehensive loss attributable to redeemable non-controlling interest:

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

Other comprehensive income (loss) ( 131 ) 1,358

Comprehensive income (loss) ( 2,428 ) 7,375

Less comprehensive income (loss) attributable to redeemable non-controlling interest:

Net income (loss) attributable to redeemable non-controlling interest ( 165 ) 76

Foreign currency translation attributable to redeemable non-controlling interest ( 7 ) ( 17 )

Comprehensive loss attributable to redeemable non-controlling interest ( 308 ) ( 181 ) ( 866 ) ( 406 )

Comprehensive loss attributable to nCino, Inc.

Comprehensive income (loss) attributable to redeemable non-controlling interest ( 172 ) 59

Comprehensive income (loss) attributable to nCino, Inc.

$ ( 2,256 ) $ 7,316

2 unchanged sentences

(In thousands, except share data)

Three Months Ended October 31, 2023

Common Stock Additional

Capital Other

Comprehensive

Income (Loss) Accumulated

Deficit Total

Shares Amount

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

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

Stock issuance upon vesting of restricted stock units 262,298 — — — — —

Stock issuance under the employee stock purchase plan — — — — — —

Stock-based compensation — — 15,817 — — 15,817

Other comprehensive income — — — 62 — 62

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

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

Three Months Ended October 31, 2024

Common Stock Additional

Capital Other

Comprehensive

Income (Loss) Accumulated

Deficit Total

Shares Amount

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

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

Stock issuance upon vesting of restricted stock units 185,070 — — — — —

Stock issuance under the employee stock purchase plan — — — — — —

Stock-based compensation — — 17,966 — — 17,966

Other comprehensive income — — — 208 — 208

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

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

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

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share data)

Nine Months Ended October 31, 2023

Common Stock Additional

Three Months Ended April 30, 2024

Common Stock Treasury Stock Additional

Capital Other

2 unchanged sentences

Deficit Total

Shares Amount

Shares Amount Shares Amount

Balance, January 31, 2024 113,684,299 $ 57 — $ — $ 1,400,881 $ 996 $ ( 352,758 ) $ 1,049,176

1 unchanged sentence

Stock issuance upon vesting of restricted stock units 456,288 — — — — — — —

Stock issuance under the employee stock purchase plan 120,084 — 2,698 — — 2,698

Stock-based compensation — — — — 16,200 — — 16,200

Other comprehensive income — — — 212 — 212

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

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

Nine Months Ended October 31, 2024

Common Stock Additional

Other comprehensive loss — — — — — ( 124 ) — ( 124 )

Net income (loss) attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 844 ) — ( 2,132 ) ( 2,976 )

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

Three Months Ended April 30, 2025

Common Stock Treasury Stock Additional

Capital Other

2 unchanged sentences

Deficit Total

Shares Amount

Shares Amount Shares Amount

Balance, January 31, 2025 115,996,852 $ 58 — $ — $ 1,474,413 $ 176 $ ( 385,335 ) $ 1,089,312

1 unchanged sentence

Stock issuance upon vesting of restricted stock units 900,433 1 — — ( 1 ) — — —

Stock issuance under the employee stock purchase plan 93,982 — 2,514 — — 2,514

Common stock repurchases under share repurchase program — — 1,829,113 ( 40,588 ) — — — ( 40,588 )

Stock-based compensation — — — — 15,809 — — 15,809

Other comprehensive income — — — — — 1,375 — 1,375

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

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

Net income (loss) attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 379 ) — 5,941 5,562

Balance, April 30, 2025 117,069,731 $ 59 1,829,113 $ ( 40,588 ) $ 1,490,590 $ 1,551 $ ( 379,394 ) $ 1,072,218

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

1 unchanged sentence

(In thousands)

Nine Months Ended October 31,

Three Months Ended April 30,

Cash flows from operating activities

Net loss attributable to nCino, Inc.

Net income (loss) attributable to nCino, Inc.

$ ( 2,976 ) $ 5,562

Net loss and adjustment attributable to redeemable non-controlling interest ( 1,394 ) 1,796

Net loss ( 44,900 ) ( 17,472 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) and adjustment attributable to redeemable non-controlling interest 679 455

Net income (loss) ( 2,297 ) 6,017

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 8,290 10,705

3 unchanged sentences

Stock-based compensation 16,205 15,814

Change in fair value of contingent consideration — 200

Deferred income taxes ( 3,441 ) 2,656

Provision for bad debt 1,124 25

Provision for (recovery of) bad debt ( 131 ) 202

Net foreign currency losses (gains) 756 ( 13,669 )

Gains on investments — ( 1,652 )

Loss on disposal of long-lived assets — 73

7 unchanged sentences

Operating lease liabilities ( 1,368 ) ( 1,335 )

Other long term liabilities — ( 461 )

Net cash provided by operating activities 54,442 54,320

3 unchanged sentences

Purchases of property and equipment ( 342 ) ( 1,718 )

Purchase of investment ( 2,500 ) —

Sale of investment — 3,684

Net cash used in investing activities ( 91,229 ) ( 48,297 )

Cash flows from financing activities

Investment from redeemable non-controlling interest 983 —

Repurchases of common stock — ( 40,588 )

Proceeds from borrowings on revolving credit facility 75,000 102,500

2 unchanged sentences

Exercise of stock options 1,601 748

Stock issuance under the employee stock purchase plan 2,698 2,514

Principal payments on financing obligations ( 359 ) ( 410 )

Net cash provided by (used in) financing activities ( 24,031 ) 168,439

Net cash provided by financing activities 55,980 2,250

Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash ( 1,799 ) 4,040

4 unchanged sentences

Cash and cash equivalents $ 129,481 $ 133,230

Restricted cash included in prepaid expenses and other current assets 5,000 —

Restricted cash included in long-term prepaid expenses and other assets 5,357 350

2 unchanged sentences

(In thousands)

Nine Months Ended October 31,

Three Months Ended April 30,

Supplemental disclosure of cash flow information

2 unchanged sentences

Supplemental disclosure of noncash investing and financing activities

Fair value of contingent consideration in connection with business acquisition in accrued expenses and other current liabilities $ — $ 8,100

Purchase of property and equipment, accrued but not paid $ — $ 2,425

Deferred costs, accrued but not paid $ — $ 120

Measurement period adjustments relating to business acquisitions $ — $ 1,353

Noncash consideration in connection with business acquisition for settlement of a preexisting contract $ — $ 1,354

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

1 unchanged sentence

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

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, Asia Pacific, and South Africa.

nCino, Inc., together with its 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 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 2026, for example, refer to the fiscal year ended January 31, 2026.

Principles of Consolidation and Basis of Presentation:

1 unchanged sentence

Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed with the SEC on March 26, 2024.

The unaudited condensed 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.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2025 or any future period.

All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive income (loss) and cash flows for the interim periods but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2026 or any future period.

Variable Interest Entity:

19 unchanged sentences

The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value.

The resulting changes in the estimated redemption amount

The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital.

earnings, additional paid-in-capital.

These interests are presented on the unaudited condensed consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”

4 unchanged sentences

fair value of assets acquired and liabilities assumed for business combinations;

fair value of contingent consideration;

the useful lives of intangible assets;

6 unchanged sentences

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

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

The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2025 and April 30, 2025.

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

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

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

As of January 31, 2025, no individual customer represented more than 10% of accounts receivable and, as of April 30, 2025, one individual customer represented 11 % of accounts receivable.

For the three months ended April 30, 2024 and 2025, no individual customer represented more than 10% of the Company’s total revenues.

Restricted Cash:

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

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

Restricted cash 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 and April 30, 2025.

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

6 unchanged sentences

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

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

2023 2024 2023 2024

Three Months Ended April 30,

Balance, beginning of period $ 1,451 $ 1,229

Charged to bad debt expense 368 — 1,124 25

Charged to (recovery of) bad debt expense ( 131 ) 202

Charged to deferred revenue — 20

5 unchanged sentences

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

The Company assesses

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

Gains or losses resulting from observable price changes are recognized currently in Other income (expense), net on the Company's unaudited condensed

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

consolidated statements of operations.

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

Foreign Currency:

The functional currency of the Company's foreign subsidiaries is generally the local currency.

Adjustments resulting from translating foreign functional currency financial statements into United States ("U.S.") dollars are recorded as a separate component on the unaudited condensed consolidated statements of comprehensive loss recorded in foreign currency translation line item.

All assets and liabilities denominated in a foreign currency are translated into U.S.

dollars at the exchange rate on the balance sheet date.

Revenues and expenses are translated at the average exchange rate during the period.

Equity transactions are translated using historical exchange rates.

Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in other income (expense), net in the unaudited condensed consolidated statements of operations and were $( 0.8 ) million and $ 14.4 million for the three months ended April 30, 2024 and 2025, respectively, primarily related to remeasurement of various intercompany loans.

Recent Accounting Pronouncements Not Yet Adopted:

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

Improvements to Reportable Segment Disclosures.

The guidance includes amendments to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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 unaudited condensed consolidated financial statements.

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

3 unchanged sentences

Early adoption is permitted.

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

The Company expects to adopt 2023-09 in its consolidated financial statements for the fiscal year ended January 31, 2026.

The adoption will require certain additional disclosures in the notes to 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).

2 unchanged sentences

Early adoption is permitted.

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

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

3 unchanged sentences

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

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

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

1 unchanged sentence

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

As of April 30, 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.

6 unchanged sentences

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

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

2023 2024 2023 2024

Three Months Ended April 30,

Balance, beginning of period $ 3,428 $ 8,286

Investment by redeemable non-controlling interest 983 — 983 —

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

Net income (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 165 ) 76

Foreign currency translation ( 7 ) ( 17 )

9 unchanged sentences

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

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

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2025 and April 30, 2025 because of the relatively short duration of these instruments.

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

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

The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2024 and October 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, 2025 and April 30, 2025 and indicates the fair value hierarchy of the valuation:

Fair value measurements on a recurring basis as of January 31, 2025

5 unchanged sentences

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

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

Fair value measurements on a recurring basis as of April 30, 2025

Level 1 Level 2 Level 3

2 unchanged sentences

Total assets $ 50,329 $ — $ —

Contingent consideration (included in accrued expenses and other current liabilities) $ — $ — $ 8,300

Total liabilities $ — $ — $ 8,300

All of the Company’s money market accounts are classified within Level 1 because the Company’s money market accounts are valued using quoted market prices in active exchange markets including identical assets.

The following table summarizes the change in fair value of the contingent consideration with significant unobservable inputs:

Three Months Ended April 30,

Balance, beginning of period $ — $ —

Contingent consideration in connection with business acquisition — 8,100

Changes in fair value — 200

Balance, end of period $ — $ 8,300

The contingent consideration consists of the potential earn-out payment related to the Company's acquisition of Alphapack, Co.

dba Sandbox Banking ("Sandbox Banking") on February 7, 2025 and has a maximum potential payment of up to $ 10.0 million.

The fair value of the contingent consideration was determined using a probability weighted discounted cash flow model.

Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones.

This contingent liability was classified as Level 3 within the fair value hierarchy.

Changes in fair values of contingent consideration are recognized in general and administrative expenses on the Company's unaudited condensed consolidated statement of operations.

The unobservable inputs used in the valuation as of April 30, 2025 included expected payment in fiscal 2026, a weighted average expected achievement percentage of 86.7 %, and a discount rate of 6.7 %.

There were no transfers between levels of the fair value hierarchy during the three months ended April 30, 2024 and 2025.

Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

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

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

Revenues by Geographic Area

Revenues by geographic region were as follows:

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

2023 2024 2023 2024

Unrealized gains as a result of an observable price change were $ 0.0 million and $ 0.5 million for the three months ended April 30, 2024 and 2025, respectively.

Cumulative unrealized gains were $ 0.7 million for investments accounted for under the measurement alternative as of April 30, 2025.

There was no impairment recognized for the three months ended April 30, 2024 and 2025.

Realized gains from the sale of an investment reflects the difference between the sales proceeds and the carrying value of the investment at the beginning of the period or the purchase date, if later.

Realized gains were $ 0.0 million and $ 1.2 million for the three months ended April 30, 2024 and 2025, respectively.

See Note 12 "Related-Party Transactions" for additional information on the sale of an investment.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Disaggregation of Revenue

Disaggregated revenues by source and geographic region were as follows:

Three Months Ended April 30,

United States

Subscriptions - non-mortgage $ 72,991 $ 80,755

Subscriptions - mortgage 17,700 18,969

Professional services and other 11,550 12,826

Total United States 102,241 112,550

International

$ 121,942 $ 138,797 $ 352,850 $ 399,287

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

Subscriptions 19,715 25,864

Professional services and other 6,131 5,723

Total International 25,846 31,587

Total Revenue $ 128,087 $ 144,137

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

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Accounts Receivable

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

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

Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2025 and April 30, 2025:

As of January 31, 2025 As of April 30, 2025

Trade accounts receivable $ 122,394 $ 85,828

5 unchanged sentences

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

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

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

During the three months ended April 30, 2025, $ 90.0 million of revenues were recognized out of the deferred revenue balance as of January 31, 2025.

Remaining performance obligations were $ 1.2 billion as of April 30, 2025.

The Company expects to recognize approximately 69 % of its remaining performance obligation as revenues in the next 24 months, approximately 26 % more in the following 25 to 48 months, and the remainder thereafter.

Property and Equipment

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Balance Sheet Components

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following:

As of January 31,

2025 As of April 30,

Prepaid expenses $ 19,729 $ 20,754

Other current assets 1,343 1,355

Prepaid expenses and other current assets $ 21,072 $ 22,109

Property and equipment, net

Property and equipment, net consisted of the following:

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

As of January 31, 2025 As of April 30, 2025

Furniture and fixtures $ 11,712 $ 11,706

7 unchanged sentences

$ 74,953 $ 77,293

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company recognized depreciation expense as follows:

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

2023 2024 2023 2024

Three Months Ended April 30,

Cost of subscription revenues $ 121 $ 108

4 unchanged sentences

Total depreciation expense $ 1,608 $ 1,516

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

As of January 31,

2025 As of April 30,

Contingent consideration liability $ — $ 8,300

Accrued compensation and benefits 23,626 12,729

Accrued expenses 16,239 14,156

Accrued expenses and other current liabilities $ 39,865 $ 35,185

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Business Combinations

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

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 three months ended April 30, 2024.

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

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

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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 three months ended April 30, 2024.

The $ 2.0 million is included within general and administrative expenses.

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

1 unchanged sentence

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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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 final fair values of assets acquired and liabilities assumed as of the DocFox Acquisition Date:

Cash and cash equivalents $ 1,400

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Net assets acquired $ 72,365

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.

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 2025, but no later than one year from the DocFox 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 Company's review of certain assets acquired and liabilities assumed, (iii) 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, (iv) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions, and (v) finalizing the Company’s review of the acquired contracts and related contract assets and liabilities.

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 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 DocFox Acquisition Date:

During the three months ended April 30, 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.

The Company recorded measurement period adjustments that included a $ 1.0 million adjustment to decrease goodwill for a $ 1.0 million deferred income tax adjustment.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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Total intangible assets subject to amortization $ 24,600

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

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

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

The Company continues to assess the rates used in the preliminary

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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 expected to be deductible for tax.

The financial results of DocFox since the DocFox Acquisition Date are included in the Company's unaudited condensed 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 unaudited condensed consolidated financial statements.

The goodwill is not deductible for tax.

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”)

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 and believes this will provide greater value for new and existing customers.

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 three months ended April 30, 2024.

The fair value of the consideration transferred was $ 19.9 million and paid in cash on the ILT Acquisition Date, subject to a net working capital adjustment.

The Company acquired ILT for its complementary products.

The Company has included the financial results of ILT in the unaudited condensed 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.

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

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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Net assets acquired $ 20,038

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 completed.

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 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 fair value of ILT’s technology.

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

Trade name represents the 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 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.

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 unaudited condensed 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.

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 on the unaudited condensed consolidated balance sheets.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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

Accounts receivable 1,814

Property and equipment, net 66

Operating lease right-of-use assets, net 198

Other current and noncurrent assets 211

Intangible assets 37,000

Goodwill 117,610

Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 3,776 )

Deferred revenue, current and noncurrent ( 4,773 )

Operating lease liabilities, current and noncurrent ( 198 )

Deferred income taxes ( 8,925 )

Net assets acquired $ 142,409

During the three months ended April 30, 2025, the Company recorded measurement period adjustments that included a $ 0.3 million adjustment to decrease goodwill for a $ 0.3 million deferred income tax adjustment.

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 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.

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

Fair Value Useful Life

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Total intangible assets subject to amortization $ 37,000

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

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

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

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 and approximately $ 11.1 million is expected to be deductible for tax purposes.

The financial results of ILT since the ILT Acquisition Date are included in the Company's unaudited condensed 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 condensed consolidated financial statements.

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 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.

Sandbox Banking

On February 7, 2025 (the "Sandbox Acquisition Date"), the Company acquired the outstanding equity interests of Sandbox Banking, a digital transformation leader serving the financial services industry.

The Company acquired Sandbox Banking to strengthen the Company's ability to enhance data connectivity.

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

Transaction costs associated with the Sandbox Banking acquisition were approximately $ 1.4 million and were recorded in general and administrative expenses.

The Sandbox Acquisition Date estimated fair value of the consideration transferred is as follows:

Cash consideration (net of working capital adjustments) $ 53,488

Noncash consideration for settlement of preexisting contract 1,354

Contingent consideration 8,100

As of April 30, 2025, the cash consideration and working capital adjustments were finalized, resulting in final net cash consideration of $ 53.5 million after working capital adjustments of $ 0.5 million.

The preliminary purchase price also includes $ 8.1 million of contingent consideration whereby the Company may be required to pay up to $ 10.0 million subject to the achievement of certain targets over 18 months, subject to revision.

Three earn-outs are payable based on achieving a certain increase in annual contract value, achieving connectivity between defined systems for certain customers and achieving defined development work.

See Note 3 "Fair Value Measurements" for additional information on the fair value of the contingent consideration.

In addition, the Company issued 91,160 RSUs, in May 2025, with an approximate fair value of $ 2.1 million to certain employees of Sandbox Banking, 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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 Sandbox Acquisition Date:

Cash and cash equivalents $ 3,330

Accounts receivable 1,020

Other current and noncurrent assets 106

Intangible assets 13,400

Goodwill 53,830

Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 774 )

Deferred revenue, current and noncurrent ( 4,950 )

Deferred income taxes ( 3,020 )

Net assets acquired $ 62,942

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 Company's review of certain assets acquired and liabilities assumed, (iii) 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, (iv) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions, and (v) finalizing the Company's review of the acquired contracts and related contract assets and liabilities.

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.

Fair Value Useful Life

Trade name $ 400 1 year

Customer relationships 8,500 10 years

Developed technology 4,500 5 years

Total intangible assets subject to amortization $ 13,400

Developed technology represents the preliminary fair value of Sandbox Banking's technology.

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

Trade names represent the preliminary fair value of Sandbox Banking’s company name.

The Company continues to assess the rates

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 Sandbox Banking since the Sandbox Acquisition Date are included in the Company's unaudited condensed consolidated financial statements and are not material to the Company.

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

Goodwill and Intangible Assets

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Acquisitions 53,830

Measurement period adjustments ( 1,353 )

Translation adjustments 8,805

Balance, October 31, 2024 $ 908,559

Balance, April 30, 2025 $ 1,080,657

Intangible assets

Intangible assets, net are as follows:

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

As of January 31, 2025 As of April 30, 2025

Amount Accumulated

7 unchanged sentences

$ 239,174 $ ( 84,603 ) $ 154,571 $ 255,263 $ ( 93,947 ) $ 161,316

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The Company recognized amortization expense for intangible assets as follows:

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

2023 2024 2023 2024

Three Months Ended April 30,

Cost of subscription revenues $ 4,118 $ 5,075

2 unchanged sentences

Total amortization expense $ 6,682 $ 9,189

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

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The expected future amortization expense for intangible assets as of April 30, 2025 is as follows:

Fiscal Year Ending January 31,

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Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets, and other events.

Stock-Based Compensation

Stockholders' Equity

Share Repurchase Program

In March 2025, our Board of Directors authorized a stock repurchase program of up to $ 100.0 million of our outstanding common stock.

The Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transaction, 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 our Board of Directors.

The following table summarizes the share repurchase activity under the Company's share repurchase program (in thousands, except share and per share data):

Three Months Ended April 30,

Total number of shares repurchased — 1,829,113

Average price per share (1)

Aggregate purchase price (1)

(1) Excludes transaction costs and excise tax associated with the repurchases, if any.

All repurchases were made in open market transactions.

As of April 30, 2025, the Company is authorized to repurchase a remaining $ 59.4 million of its common stock under the share repurchase program.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Stock Options

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

Stock option activity for the three months ended April 30, 2025 was as follows:

Shares Weighted

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Exercised ( 172,446 ) 4.26

Outstanding, October 31, 2024 920,412 $ 7.00

Exercisable, October 31, 2024 920,412 $ 7.00

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Outstanding, April 30, 2025 637,529 $ 8.00

Exercisable, April 30, 2025 637,529 $ 8.00

Fully vested or expected to vest, April 30, 2025 637,529 $ 8.00

Restricted Stock Units

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

RSU activity during the three months ended April 30, 2025 was as follows:

Shares Weighted Average

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Forfeited ( 345,761 ) 31.85

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

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

Nonvested, April 30, 2025 5,397,603 $ 31.31

As of April 30, 2025, total unrecognized compensation expense related to non-vested RSUs was $ 136.1 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.

That cost is expected to be recognized over a weighted average period of 2.67 years.

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

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

Nine Months Ended October 31,

The fair value of ESPP shares during the three months ended April 30, 2024 and 2025 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:

Three Months Ended April 30,

Expected life (in years) 0.50 0.50

Expected volatility 38.70 %

38.70 % - 38.91 %

Expected dividends 0.00 % 0.00 %

Risk-free interest rate 5.24 %

5.24 % - 5.37 %

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Stock-Based Compensation Expense

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

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

2023 2024 2023 2024

Three Months Ended April 30,

Cost of subscription revenues $ 562 $ 664

4 unchanged sentences

Total stock-based compensation expense $ 16,205 $ 15,814

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Operating Leases

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The components of lease expense were as follows:

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

2023 2024 2023 2024

Three Months Ended April 30,

Operating lease expense $ 1,334 $ 1,410

4 unchanged sentences

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

Nine Months Ended October 31,

Three Months Ended April 30,

Cash paid for amounts included in the measurement of operating lease liabilities $ 1,087 $ 1,584

1 unchanged sentence

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

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

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

The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of April 30, 2025 were 5.83 years and 6.9 %, respectively.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Future minimum lease payments as of April 30, 2025 were as follows:

Fiscal Year Ending January 31, Operating Leases

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Long-term lease obligations $ 12,338

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Revolving Credit Facility

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

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

The Company was also required to maintain at least $ 5.0 million of the Company's cash and/or marketable securities with the Lender.

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.

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

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

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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).

3 unchanged sentences

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

The financial covenants require the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated 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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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, in each case, 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.

As of January 31, 2025 and April 30, 2025, unamortized debt issuance costs were $ 1.4 million and $ 1.3 million, respectively, and are included in long-term prepaid expenses and other assets.

The Company had $ 166.0 million and $ 208.5 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 and April 30, 2025, respectively.

As of April 30, 2025, the applicable interest rate was 6.32 %.

The available borrowing capacity under the 2024 Credit Facility was $ 41.5 million as of April 30, 2025.

Commitments and Contingencies

5 unchanged sentences

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

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Purchase commitments and future minimum lease payments required under financing obligations as of April 30, 2025 is as follows:

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

2 unchanged sentences

2028 74,166 —

2028 74,698 —

Thereafter — —

4 unchanged sentences

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

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

The weighted-average discount rate for the Company's financing obligations as of April 30, 2025 was 5.7 %.

Indemnification

2 unchanged sentences

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

The Company has not

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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.

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

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

In the opinion of management of the Company, however, there are no proceedings or claims pending against the Company that we believe are likely to have a material adverse effect on the Company.

Other Commitments and Contingencies

4 unchanged sentences

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

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

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

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.

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss attributable to nCino, Inc.

by the weighted-average number of common shares outstanding for the fiscal period.

Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP.

(d/b/a ZEST AI) ("Zest AI"), a private company, and is included in investments on the Company's unaudited condensed consolidated balance sheets for $ 2.5 million and $ 0.0 million as of January 31, 2025 and April 30, 2025, respectively.

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.

During the first quarter of fiscal year 2026, we sold all our shares in Zest AI and recorded a realized gain of $ 1.2 million.

At the time of this transaction, Zest AI was no longer considered a related party.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) attributable to nCino, Inc.

by the weighted-average number of common shares outstanding for the fiscal period, net of treasury stock.

Diluted net income (loss) per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP.

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

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

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

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

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

Three Months Ended April 30,

Basic net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 2,976 ) $ 5,562

Basic and diluted loss per share:

Net loss attributable to nCino, Inc.

Weighted-average common shares outstanding, basic 114,197,068 114,781,654

Basic net income (loss) per share attributable to nCino, Inc.

$ ( 0.03 ) $ 0.05

Weighted-average common shares outstanding 112,951,553 115,611,833 112,484,017 114,970,622

Basic and diluted loss per share attributable to nCino, Inc.

Three Months Ended April 30,

Diluted net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 2,976 ) $ 5,562

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Nine Months Ended October 31,

Weighted-average common shares outstanding, basic 114,197,068 114,781,654

Effect of diluted stock options, unvested RSUs, and shares of common stock issuable under the ESPP — 1,797,194

Weighted-average commons shares outstanding, diluted 114,197,068 116,578,848

Diluted net income (loss) per share attributable to nCino, Inc.

$ ( 0.03 ) $ 0.05

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

Three Months Ended April 30,

Stock options issued and outstanding 1,012,404 —

1 unchanged sentence

Shares issuable pursuant to the ESPP 106,134 —

Subsequent Event

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

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

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

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

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

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 income (loss) in deciding how to make operating decisions, allocate resources, and assess performance.

NOTES TO UNAUDITED CONDENSED 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:

Three Months Ended April 30,

Revenues $ 128,087 $ 144,137

Adjusted cost of revenues (1)

43,639 49,120

Adjusted sales and marketing expense (1)

21,607 25,676

Adjusted research and development expense (1)

25,755 29,136

Adjusted general and administrative expense (1)

12,641 15,375

Interest income ( 605 ) ( 417 )

Interest expense 1,477 4,450

Other (income) expense, net (2)

( 100 ) ( 1,797 )

Other segment items (3)

28,952 12,043

Income tax provision (benefit) ( 2,982 ) 4,534

Net income (loss) $ ( 2,297 ) $ 6,017

(1) Cost of revenue, sales and marketing expense, research and development expense, and general and administrative expense 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, if any.

(2) Beginning in the first quarter of fiscal 2026, other (income) expense, net in the consolidated statements of operations, adjusted to exclude intercompany foreign currency exchange gains or losses from the remeasurement of intercompany loans and transaction that are denominated in currencies other than the underlying functional currency of the applicable entity.

Prior period amounts recast to conform to the current presentation.

(3) Other segment items are the adjustments described in the notes above.

Revenues by geographic region were as follows:

Three Months Ended April 30,

United States $ 102,241 $ 112,550

United Kingdom 12,782 17,923

Other 13,064 13,664

$ 128,087 $ 144,137

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

For the three months ended April 30, 2025, no other country represented 10% or more of total revenues for the periods presented.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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, 2025 As of April 30, 2025

United States $ 79,115 $ 77,464

United Kingdom 9,760 13,540

Other 2,104 1,849

$ 90,979 $ 92,853

Subsequent Events

On May 1, 2025, the Company granted 2,644,929 RSUs to the Company's employees, including executive officers as part of its ordinary course annual compensation process.

The Company expects to recognize stock-based compensation expense of $ 60.5 million related to the RSUs over a weighted average period of 4 years.

Restructuring Plan

On May 27, 2025, the Company announced a workforce reduction of approximately seven percent ( 7 %) and office space reductions in certain markets (collectively, the “Plan”) in furtherance of its efforts to improve operational efficiencies.

Communications to impacted employees and actions associated with the office space reductions will be substantially completed by the end of the second quarter of the Company’s fiscal 2026.

The Company expects to incur charges in the second quarter of fiscal 2026 of approximately $ 7.5 to $ 9.0 million, inclusive of $ 1.0 million of estimated non-cash charges, primarily for asset disposals in connection with the Plan.

Cash payments consisting of severance and related benefit costs for terminated employees as well as lease exit fees are expected to be substantially complete in the second quarter of fiscal 2026.

The estimates of the charges and expenditures that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates.

In addition, the Company may incur other charges or cash expenditures not currently contemplated in connection with the implementation of the Plan.

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

What changed 10-Q

Item 1. Financial Statements