nCino, Inc. 10-Q

Item 1. Financial Statements nCino, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) January 31, 2025 April 30, 2025 (Unaudited) Assets Current assets Cash and cash equivalents (VIE: $ 2,254 and $ 2,577 at January 31, 2025 and April 30, 2025, respectively) $ 120,928 $ 133,230 Accounts receivable, less allowances of $ 1,229 and $ 1,269 at January 31, 2025 and April 30, 2025, respectively 146,787 104,417 Costs capitalized to obtain revenue contracts, current portion, net 13,462 13,928 Prepaid expenses and other current assets 21,072 22,109 Total current assets 302,249 273,684 Property and equipment, net 74,953 77,293 Operating lease right-of-use assets, net 16,026 15,560 Costs capitalized to obtain revenue contracts, noncurrent, net 23,735 23,233 Goodwill 1,019,375 1,080,657 Intangible assets, net 154,571 161,316 Investments (related party $ 2,500 and $ 0 at January 31, 2025 and April 30, 2025, respectively) 9,294 7,262 Long-term prepaid expenses and other assets 10,178 11,937 Total assets $ 1,610,381 $ 1,650,942 Liabilities, redeemable non-controlling interest, and stockholders’ equity Current liabilities Accounts payable $ 13,640 $ 15,101 Accrued expenses and other current liabilities 39,865 35,185 Deferred revenue, current portion 191,174 203,659 Financing obligations, current portion 1,680 1,729 Operating lease liabilities, current portion 5,153 5,068 Total current liabilities 251,512 260,742 Operating lease liabilities, noncurrent 12,819 12,338 Deferred income taxes, noncurrent 13,851 20,718 Deferred revenue, noncurrent 269 277 Revolving credit facility, noncurrent 166,000 208,500 Financing obligations, noncurrent 51,172 50,713 Other long-term liabilities 17,160 16,707 Total liabilities 512,783 569,995 Commitments and contingencies (Note 11) Redeemable non-controlling interest (Note 2) 8,286 8,729 Stockholders’ equity Preferred stock, $ 0.001 par value; 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 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 58 59 Treasury stock, at cost; 0 and 1,829,113 shares at January 31, 2025 and April 30, 2025, respectively — ( 40,588 ) Additional paid-in capital 1,474,413 1,490,590 Accumulated other comprehensive income 176 1,551 Accumulated deficit ( 385,335 ) ( 379,394 ) Total stockholders’ equity 1,089,312 1,072,218 Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 1,610,381 $ 1,650,942 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 1 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited) Three Months Ended April 30, 2024 2025 Revenues Subscription $ 110,406 $ 125,588 Professional services and other 17,681 18,549 Total revenues 128,087 144,137 Cost of revenues Subscription 31,780 36,125 Professional services and other 19,400 21,570 Total cost of revenues 51,180 57,695 Gross profit 76,907 86,442 Operating expenses Sales and marketing 28,045 32,971 Research and development 29,981 33,341 General and administrative 22,544 21,643 Total operating expenses 80,570 87,955 Loss from operations ( 3,663 ) ( 1,513 ) Non-operating income (expense) Interest income 605 417 Interest expense ( 1,477 ) ( 4,450 ) Other income (expense), net ( 744 ) 16,097 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) ( 165 ) 76 Adjustment attributable to redeemable non-controlling interest (Note 2) 844 379 Net income (loss) attributable to nCino, Inc. $ ( 2,976 ) $ 5,562 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 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 . 2 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) (Unaudited) Three Months Ended April 30, 2024 2025 Net income (loss) $ ( 2,297 ) $ 6,017 Other comprehensive income (loss): Foreign currency translation ( 131 ) 1,358 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 income (loss) attributable to redeemable non-controlling interest ( 172 ) 59 Comprehensive income (loss) attributable to nCino, Inc. $ ( 2,256 ) $ 7,316 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 3 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share data) (Unaudited) Three Months Ended April 30, 2024 Common Stock Treasury Stock Additional Paid-in Capital Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount Balance, January 31, 2024 113,684,299 $ 57 — $ — $ 1,400,881 $ 996 $ ( 352,758 ) $ 1,049,176 Exercise of stock options 199,300 — — — 1,601 — — 1,601 Stock issuance upon vesting of restricted stock units 456,288 — — — — — — — Stock-based compensation — — — — 16,200 — — 16,200 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 Paid-in Capital Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount Balance, January 31, 2025 115,996,852 $ 58 — $ — $ 1,474,413 $ 176 $ ( 385,335 ) $ 1,089,312 Exercise of stock options 172,446 — — — 748 — — 748 Stock issuance upon vesting of restricted stock units 900,433 1 — — ( 1 ) — — — 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 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 . 4 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended April 30, 2024 2025 Cash flows from operating activities Net income (loss) attributable to nCino, Inc. $ ( 2,976 ) $ 5,562 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 Non-cash operating lease costs 1,615 1,161 Amortization of costs capitalized to obtain revenue contracts 2,741 3,591 Amortization of debt issuance costs 10 72 Stock-based compensation 16,205 15,814 Change in fair value of contingent consideration — 200 Deferred income taxes ( 3,441 ) 2,656 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 Change in operating assets and liabilities: Accounts receivable 37,464 45,717 Costs capitalized to obtain revenue contracts ( 5,105 ) ( 3,158 ) Prepaid expenses and other assets ( 2,092 ) ( 1,542 ) Accounts payable 3,812 480 Accrued expenses and other liabilities ( 8,192 ) ( 15,796 ) Deferred revenue 6,175 5,245 Operating lease liabilities ( 1,368 ) ( 1,335 ) Other long term liabilities — ( 461 ) Net cash provided by operating activities 54,442 54,320 Cash flows from investing activities Acquisition of business, net of cash acquired ( 90,737 ) ( 50,263 ) Acquisition of assets ( 150 ) — Purchases of property and equipment ( 342 ) ( 1,718 ) Sale of investment — 3,684 Net cash used in investing activities ( 91,229 ) ( 48,297 ) Cash flows from financing activities Repurchases of common stock — ( 40,588 ) Proceeds from borrowings on revolving credit facility 75,000 102,500 Payments on revolving credit facility ( 20,000 ) ( 60,000 ) Payments of debt issuance costs ( 262 ) — Exercise of stock options 1,601 748 Principal payments on financing obligations ( 359 ) ( 410 ) 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 Net increase in cash, cash equivalents, and restricted cash 17,394 12,313 Cash, cash equivalents, and restricted cash, beginning of period 117,444 121,267 Cash, cash equivalents, and restricted cash, end of period $ 134,838 $ 133,580 Reconciliation of cash, cash equivalents, and restricted cash, end of period: Cash and cash equivalents $ 129,481 $ 133,230 Restricted cash included in long-term prepaid expenses and other assets 5,357 350 Total cash, cash equivalents, and restricted cash, end of period $ 134,838 $ 133,580 5 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) (Unaudited) Three Months Ended April 30, 2024 2025 Supplemental disclosure of cash flow information Cash paid for taxes, net of refunds $ 862 $ 750 Cash paid for interest $ 823 $ 4,145 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 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 . 6 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 1. Summary of Business and Significant Accounting Policies Description of Business: 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. References to fiscal year 2026, for example, refer to the fiscal year ended January 31, 2026. Principles of Consolidation and Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and applicable rules and regulations of the Securities Exchange Commission ("SEC") regarding interim financial reporting. 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, 2025, filed with the SEC on April 1, 2025. 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 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: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity ("VIE"). nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements, except for cash which is reflected on the unaudited condensed consolidated balance sheets. See Note 2 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest. Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. 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 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. 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 (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained 7 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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.” Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; fair value of contingent consideration; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. Concentration of Credit Risk and Significant Customers: 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, 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, 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 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. Allowances: The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary. The Company records the allowance against bad debt expense through the unaudited condensed consolidated statements of operations, included in general and administrative expenses, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the unaudited condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows: Three Months Ended April 30, 2024 2025 Balance, beginning of period $ 1,451 $ 1,229 Charged to (recovery of) bad debt expense ( 131 ) 202 Charged to deferred revenue — 20 Write-offs and other ( 220 ) ( 184 ) Translation adjustments — 2 Balance, end of period $ 1,100 $ 1,269 Investments : The Company's investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative. The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative. Gains or losses resulting from observable price changes are recognized currently in Other income (expense), net on the Company's unaudited condensed 8 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance includes amendments to enhance existing income tax disclosure requirements, primarily related to the rate reconciliation and income taxes paid disclosures. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply the ASU retrospectively. Early adoption is permitted. 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). The guidance includes amendments to require public companies to provide additional disclosure about certain costs and expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements. Note 2. Variable Interest Entity and Redeemable Non-Controlling Interest In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. 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. 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. In October 2023, the Company made a further investment in nCino K.K. of $ 1.0 million that, including additional investments in nCino K.K. 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. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets. 9 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below: Three Months Ended April 30, 2024 2025 Balance, beginning of period $ 3,428 $ 8,286 Net income (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 165 ) 76 Foreign currency translation ( 7 ) ( 17 ) Adjustment to redeemable non-controlling interest 844 379 Stock-based compensation expense 1 5 5 Balance, end of period $ 4,105 $ 8,729 1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan. Note 3. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. 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, 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, 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 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 38,841 $ — $ — Time deposits (included in long-term prepaid expenses and other assets) 339 — — Total assets $ 39,180 $ — $ — 10 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Fair value measurements on a recurring basis as of April 30, 2025 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 49,979 $ — $ — Time deposits (included in long-term prepaid expenses and other assets) 350 — — Total assets $ 50,329 $ — $ — Liabilities: 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, 2024 2025 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. 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. 11 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 4. Revenues Disaggregation of Revenue Disaggregated revenues by source and geographic region were as follows: Three Months Ended April 30, 2024 2025 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 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. 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, 2025 and April 30, 2025: As of January 31, 2025 As of April 30, 2025 Trade accounts receivable $ 122,394 $ 85,828 Unbilled accounts receivable 23,662 17,102 Allowance for doubtful accounts ( 1,229 ) ( 1,269 ) Other accounts receivable 1,960 2,756 Total accounts receivable, net $ 146,787 $ 104,417 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. 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. 12 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 5. 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, 2025 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, 2025 As of April 30, 2025 Furniture and fixtures $ 11,712 $ 11,706 Computers and equipment 7,193 7,385 Buildings and land 56,379 56,379 Leasehold improvements 28,046 28,094 Construction in progress 627 4,147 103,957 107,711 Less accumulated depreciation ( 29,004 ) ( 30,418 ) $ 74,953 $ 77,293 The Company recognized depreciation expense as follows: Three Months Ended April 30, 2024 2025 Cost of subscription revenues $ 121 $ 108 Cost of professional services and other revenues 342 345 Sales and marketing 342 310 Research and development 609 572 General and administrative 194 181 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, 2025 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 13 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 6. Business Combinations DocFox, Inc. (“DocFox”) 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 unaudited condensed 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. 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 expenses. 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. 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: Fair Value 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 56,302 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 ( 5,279 ) Net assets acquired $ 72,365 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. 14 Table of Contents nCino, Inc. 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 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 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. 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 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 15 Table of Contents nCino, Inc. 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: Fair Value 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 final. 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 ILT Acquisition Date: 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. 16 Table of Contents nCino, Inc. 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. 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 FullCircl Acquisition Date. 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: Fair Value 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 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 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. 17 Table of Contents nCino, Inc. 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 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 Trade name $ 1,100 1 year Customer relationships 26,500 10 years Developed technology 9,400 5 years Total intangible assets subject to amortization $ 37,000 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 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: Fair Value Cash consideration (net of working capital adjustments) $ 53,488 Noncash consideration for settlement of preexisting contract 1,354 Contingent consideration 8,100 $ 62,942 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. 18 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 Sandbox Acquisition Date. 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: Fair Value 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 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 Sandbox 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 Sandbox Acquisition Date: 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 19 Table of Contents nCino, Inc. 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. Note 7. Goodwill and Intangible Assets Goodwill The change in the carrying amounts of goodwill was as follows: Balance, January 31, 2025 $ 1,019,375 Acquisitions 53,830 Measurement period adjustments ( 1,353 ) Translation adjustments 8,805 Balance, April 30, 2025 $ 1,080,657 Intangible assets Intangible assets, net are as follows: As of January 31, 2025 As of April 30, 2025 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Developed technology $ 97,029 $ ( 49,819 ) $ 47,210 $ 102,210 $ ( 54,945 ) $ 47,265 Customer relationships 139,315 ( 33,315 ) 106,000 149,743 ( 36,968 ) 112,775 Trademarks and trade name 1,461 ( 615 ) 846 1,941 ( 1,069 ) 872 Other 1,369 ( 854 ) 515 1,369 ( 965 ) 404 $ 239,174 $ ( 84,603 ) $ 154,571 $ 255,263 $ ( 93,947 ) $ 161,316 The Company recognized amortization expense for intangible assets as follows: Three Months Ended April 30, 2024 2025 Cost of subscription revenues $ 4,118 $ 5,075 Cost of professional services and other revenues 82 82 Sales and marketing 2,482 4,032 Total amortization expense $ 6,682 $ 9,189 20 Table of Contents nCino, Inc. 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, 2026 (remaining) $ 27,216 2027 33,994 2028 19,528 2029 19,428 2030 17,104 Thereafter 44,046 $ 161,316 The expected amortization expense is an estimate. 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. Note 8. 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, 2024 2025 Total number of shares repurchased — 1,829,113 Average price per share (1) $ — $ 22.17 Aggregate purchase price (1) $ — $ 40,551 (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. 21 Table of Contents nCino, Inc. 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 three months ended April 30, 2025 was as follows: Number of Shares Weighted Average Exercise Price Outstanding, January 31, 2025 811,602 $ 7.22 Granted — — Expired or forfeited ( 1,627 ) 14.70 Exercised ( 172,446 ) 4.26 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 three months ended April 30, 2025 was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested, January 31, 2025 6,105,459 $ 32.78 Granted 538,338 32.63 Vested ( 900,433 ) 41.82 Forfeited ( 345,761 ) 31.85 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. Employee Stock Purchase Plan The first offering period for the Employee Stock Purchase Plan ("ESPP") began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods begin each year on January 1 and July 1. 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, 2024 2025 Expected life (in years) 0.50 0.50 Expected volatility 38.70 % 40.74 % Expected dividends 0.00 % 0.00 % Risk-free interest rate 5.24 % 4.25 % 22 Table of Contents nCino, Inc. 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 April 30, 2024 2025 Cost of subscription revenues $ 562 $ 664 Cost of professional services and other revenues 2,779 2,754 Sales and marketing 3,956 2,928 Research and development 4,226 4,115 General and administrative 4,682 5,353 Total stock-based compensation expense $ 16,205 $ 15,814 Note 9. Leases Operating Leases 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 . The components of lease expense were as follows: Three Months Ended April 30, 2024 2025 Operating lease expense $ 1,334 $ 1,410 Variable lease expense 623 642 Short-term lease expense 90 52 Sublease income $ — $ ( 87 ) Total lease expense $ 2,047 $ 2,017 Supplemental cash flow information related to operating leases were as follows: Three Months Ended April 30, 2024 2025 Cash paid for amounts included in the measurement of operating lease liabilities $ 1,087 $ 1,584 Operating right-of-use assets obtained in exchange for operating lease liabilities 705 — 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 April 30, 2025 were 5.83 years and 6.9 %, respectively. 23 Table of Contents nCino, Inc. 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 2026 (remaining) $ 4,345 2027 4,990 2028 3,286 2029 1,792 2030 428 Thereafter 6,328 Total lease liabilities 21,169 Less: imputed interest ( 3,763 ) Total lease obligations 17,406 Less: current obligations ( 5,068 ) Long-term lease obligations $ 12,338 Note 10. Revolving Credit Facility On February 11, 2022, the Company entered into a Credit Agreement (the “2022 Credit Agreement”), by and among the Company, nCino OpCo (the “Borrower”), certain subsidiaries of the Company as guarantors, and Bank of America, N.A. as lender (the “Lender”), pursuant to which the Lender provided to the Borrower a senior secured revolving credit facility of up to $ 50.0 million (the “2022 Credit Facility”). The 2022 Credit Facility included borrowing capacity available for letters of credit subject to a sublimit of $ 7.5 million. Any issuance of letters of credit would have reduced the amount available under the 2022 Credit Facility. The Company was also required to maintain at least $ 5.0 million of the Company's cash and/or marketable securities with the Lender. 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 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 24 Table of Contents nCino, Inc. 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). The Company must also pay customary letter of credit fees. The Company may repay amounts borrowed any time without penalty. Borrowings under the 2024 Credit Facility may be reborrowed. 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, 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. Note 11. Commitments and Contingencies In addition to the operating lease commitments described in Note 9 "Leases", the Company has additional contractual commitments as described further below. Purchase Commitments The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business. Financing Obligations The Company's financing obligations consist of leases for the Company's headquarters and parking deck in which the Company is deemed the owner of for accounting purposes. The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised. 25 Table of Contents nCino, Inc. 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 2026 (remaining) $ 62,191 $ 3,491 2027 80,721 3,958 2028 74,166 — 2029 — — 2030 — — Thereafter — — Total $ 217,078 $ 7,449 Residual financing obligations and assets 49,617 Less: amount representing interest ( 4,624 ) Financing obligations $ 52,442 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 April 30, 2025 was 5.7 %. Indemnification In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. The Company has not accrued any material liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements. 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. 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 The Company may be subject to audits related to its non-income taxes by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Company accrues for any assessments if deemed probable and estimable. Note 12. Related-Party Transactions 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, 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. 26 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 13. 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. 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, 2024 2025 Basic net income (loss) per share: Numerator Net income (loss) attributable to nCino, Inc. $ ( 2,976 ) $ 5,562 Denominator 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 Three Months Ended April 30, 2024 2025 Diluted net income (loss) per share: Numerator Net income (loss) attributable to nCino, Inc. $ ( 2,976 ) $ 5,562 Denominator 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, 2024 2025 Stock options issued and outstanding 1,012,404 — Nonvested RSUs issued and outstanding 7,054,446 2,408,572 Shares issuable pursuant to the ESPP 106,134 — Note 14. 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. 27 Table of Contents nCino, Inc. 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, 2024 2025 Revenues $ 128,087 $ 144,137 Less: 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, 2024 2025 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. 28 Table of Contents nCino, Inc. 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 Note 15. Subsequent Events RSU Issuance 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. 29 Table of Contents