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Item 1. Financial Statements

2025-08-26 compared with 2025-05-28 · 221 added, 148 removed, 759 unchanged (33% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

January 31, 2025 April 30, 2025

January 31, 2025 July 31, 2025

Current assets

Cash and cash equivalents (VIE:

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

$ 2,254 and $ 2,032 at January 31, 2025 and July 31, 2025, respectively)

$ 120,928 $ 122,935

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

Accounts receivable, less allowances of $ 1,229 and $ 1,248 at January 31, 2025 and July 31, 2025, respectively

146,787 98,468

7 unchanged sentences

Intangible assets, net 154,571 151,920

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

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

Long-term prepaid expenses and other assets 10,178 17,761

19 unchanged sentences

Preferred stock, $ 0.001 par value;

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

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

Common stock, $ 0.0005 par value;

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

500,000,000 shares authorized at January 31, 2025 and July 31, 2025;

115,996,852 and 118,017,701 shares issued;

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

115,996,852 and 115,444,919 outstanding at January 31, 2025 and July 31, 2025, respectively

Treasury stock, at cost;

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

0 and 2,572,782 shares at January 31, 2025 and July 31, 2025, respectively

Additional paid-in capital 1,474,413 1,510,517

Accumulated other comprehensive income 176 1,551

Accumulated other comprehensive income (loss) 176 ( 121 )

Accumulated deficit ( 385,335 ) ( 393,039 )

4 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended April 30,

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

2024 2025 2024 2025

Subscription $ 113,911 $ 130,752 $ 224,317 $ 256,340

16 unchanged sentences

Other income (expense), net 150 717 ( 594 ) 16,814

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

Loss before income taxes ( 9,270 ) ( 12,510 ) ( 14,549 ) ( 1,959 )

Income tax provision (benefit) 1,753 1,209 ( 1,229 ) 5,743

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

Net loss ( 11,023 ) ( 13,719 ) ( 13,320 ) ( 7,702 )

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

( 58 ) ( 74 ) ( 223 ) 2

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

Net income (loss) attributable to nCino, Inc.

75 1,612 919 1,991

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

Basic $ ( 0.03 ) $ 0.05

Diluted $ ( 0.03 ) $ 0.05

Net loss attributable to nCino, Inc.

$ ( 11,040 ) $ ( 15,257 ) $ ( 14,016 ) $ ( 9,695 )

Net loss per share attributable to nCino, Inc.:

Basic and diluted $ ( 0.10 ) $ ( 0.13 ) $ ( 0.12 ) $ ( 0.08 )

Weighted average number of common shares outstanding:

Basic 114,197,068 114,781,654

Diluted 114,197,068 116,578,848

Basic and diluted 115,180,130 115,256,497 114,694,001 114,657,339

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Three Months Ended April 30,

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

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

2024 2025 2024 2025

Net loss $ ( 11,023 ) $ ( 13,719 ) $ ( 13,320 ) $ ( 7,702 )

Other comprehensive income (loss):

1 unchanged sentence

Other comprehensive income (loss) 540 ( 1,661 ) 409 ( 303 )

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

Comprehensive loss ( 10,483 ) ( 15,380 ) ( 12,911 ) ( 8,005 )

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

1 unchanged sentence

Foreign currency translation attributable to redeemable non-controlling interest 5 11 ( 2 ) ( 6 )

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

Comprehensive income (loss) attributable to nCino, Inc.

Comprehensive loss attributable to redeemable non-controlling interest ( 53 ) ( 63 ) ( 225 ) ( 4 )

Comprehensive loss attributable to nCino, Inc.

$ ( 10,430 ) $ ( 15,317 ) $ ( 12,686 ) $ ( 8,001 )

2 unchanged sentences

(In thousands, except share data)

Three Months Ended April 30, 2024

Three Months Ended July 31, 2024

Common Stock Treasury Stock Additional

4 unchanged sentences

Shares Amount Shares Amount

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

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

Exercise of stock options 13,411 — — — 136 — — 136

Stock issuance upon vesting of restricted stock units 940,029 1 — — ( 1 ) — — —

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

Stock-based compensation — — — — 18,833 — — 18,833

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

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

Other comprehensive income — — — — — 535 — 535

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 75 ) — ( 10,965 ) ( 11,040 )

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

Three Months Ended July 31, 2025

Common Stock Treasury Stock Additional

Capital Other

Comprehensive

Income (Loss) Accumulated

Deficit Total

Shares Amount Shares Amount

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

Three Months Ended April 30, 2025

Exercise of stock options 74,900 — — — 546 — — 546

Stock issuance upon vesting of restricted stock units 770,214 — — — — — — —

Stock issuance under the employee stock purchase plan 102,856 — — — 2,444 — — 2,444

Common stock repurchases under share repurchase program — — 743,669 ( 20,010 ) — — — ( 20,010 )

Stock-based compensation — — — — 18,549 — — 18,549

Other comprehensive loss — — — — — ( 1,672 ) — ( 1,672 )

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 1,612 ) — ( 13,645 ) ( 15,257 )

Balance, July 31, 2025 118,017,701 $ 59 2,572,782 $ ( 60,598 ) $ 1,510,517 $ ( 121 ) $ ( 393,039 ) $ 1,056,818

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)

Six Months Ended July 31, 2024

Common Stock Treasury Stock Additional

7 unchanged sentences

Stock issuance upon vesting of restricted stock units 1,396,317 1 — — ( 1 ) — — —

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

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

Stock-based compensation — — — — 35,033 — — 35,033

Other comprehensive income — — — — — 411 — 411

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

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 919 ) — ( 13,097 ) ( 14,016 )

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

Six Months Ended July 31, 2025

Common Stock Treasury Stock Additional

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 247,346 — — — 1,294 — — 1,294

Stock issuance upon vesting of restricted stock units 1,670,647 1 — — ( 1 ) — — —

Stock issuance under the employee stock purchase plan 102,856 — — — 2,444 — — 2,444

Common stock repurchases under share repurchase program — — 2,572,782 ( 60,598 ) — — — ( 60,598 )

Stock-based compensation — — — — 34,358 — — 34,358

Other comprehensive loss — — — — ( 297 ) — ( 297 )

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 1,991 ) — ( 7,704 ) ( 9,695 )

Balance, July 31, 2025 118,017,701 $ 59 2,572,782 $ ( 60,598 ) $ 1,510,517 $ ( 121 ) $ ( 393,039 ) $ 1,056,818

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

1 unchanged sentence

(In thousands)

Three Months Ended April 30,

Six Months Ended July 31,

Cash flows from operating activities

Net income (loss) attributable to nCino, Inc.

Net loss attributable to nCino, Inc.

$ ( 14,016 ) $ ( 9,695 )

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:

Net loss and adjustment attributable to redeemable non-controlling interest 696 1,993

Net loss ( 13,320 ) ( 7,702 )

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

Depreciation and amortization 17,219 21,407

5 unchanged sentences

Deferred income taxes ( 2,656 ) 4,003

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

Provision for bad debt 25 153

Net foreign currency losses (gains) 392 ( 14,018 )

23 unchanged sentences

Exercise of stock options 1,737 1,294

Stock issuance under the employee stock purchase plan 2,514 2,444

Principal payments on financing obligations ( 722 ) ( 824 )

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

Net cash provided by (used in) financing activities 43,159 ( 20,184 )

Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash ( 1,354 ) 3,529

2 unchanged sentences

Cash, cash equivalents, and restricted cash, end of period $ 126,765 $ 123,223

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In thousands)

Six Months Ended July 31,

Reconciliation of cash, cash equivalents, and restricted cash, end of period:

Cash and cash equivalents $ 121,410 $ 122,935

Restricted cash included in prepaid expenses and other current assets — 132

Restricted cash included in long-term prepaid expenses and other assets 5,355 156

Total cash, cash equivalents, and restricted cash, end of period $ 126,765 $ 123,223

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In thousands)

Three Months Ended April 30,

Supplemental disclosure of cash flow information

3 unchanged sentences

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 $ — $ 10,413

18 unchanged sentences

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.

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 2026 or any future period.

Variable Interest Entity:

38 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, 2025 and April 30, 2025.

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

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

For the three and six months ended July 31, 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.

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

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

5 unchanged sentences

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

Three Months Ended April 30,

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

2024 2025 2024 2025

Balance, beginning of period $ 1,100 $ 1,269 $ 1,451 $ 1,229

7 unchanged sentences

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

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

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

The Company assesses

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

consolidated statements of operations.

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

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

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

6 unchanged sentences

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.

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 $ 0.1 million and $ 0.7 million for the three months ended July 31, 2024 and 2025, respectively, and $( 0.7 ) million and $ 15.1 million for the six months ended July 31, 2024 and 2025, respectively, primarily related to remeasurement of various intercompany loans.

Recent Accounting Pronouncements Not Yet Adopted:

11 unchanged sentences

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The guidance includes amendments that provide a practical expedient for measuring credit losses on current accounts receivable and current contract assets under ASC 606 - Revenue from Contracts with Customers.

The practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

For public business entities, the ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods.

Early adoption is permitted.

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

Variable Interest Entity and Redeemable Non-Controlling Interest

6 unchanged sentences

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.

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

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

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.

and the Company and may be settled, at the Company’s discretion, with Company

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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

Three Months Ended April 30,

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

2024 2025 2024 2025

Balance, beginning of period $ 4,105 $ 8,729 $ 3,428 $ 8,286

11 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, 2025 and April 30, 2025 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 July 31, 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:

The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2025 and July 31, 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 April 30, 2025

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

Level 1 Level 2 Level 3

Money market accounts (included in cash and cash equivalents) $ 45,978 $ — $ —

Time deposits (included in prepaid expenses and other current assets) 132 — —

Time deposits (included in long-term prepaid expenses and other assets) 156 — —

4 unchanged sentences

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 $ — $ —

Balance, January 31, 2025 $ —

Contingent consideration in connection with business acquisition 8,100

Changes in fair value 300

Balance, end of period $ — $ 8,300

Balance, July 31, 2025 $ 8,400

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

4 unchanged sentences

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.

The unobservable inputs used in the valuation as of July 31, 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 and six months ended July 31, 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.

Unrealized gains as a result of an observable price change were $ 0.0 million and $ 0.5 million for the six months ended July 31, 2024 and 2025, respectively.

Cumulative unrealized gains were $ 0.7 million for investments accounted for under the measurement alternative as of July 31, 2025.

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

Realized gains were $ 0.0 million and $ 1.2 million for the six months ended July 31, 2024 and 2025, respectively.

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

3 unchanged sentences

Disaggregated revenues by source and geographic region were as follows:

Three Months Ended April 30,

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

2024 2025 2024 2025

United States

13 unchanged sentences

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

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

As of January 31, 2025 As of July 31, 2025

Trade accounts receivable $ 122,394 $ 82,105

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 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.

During the six months ended July 31, 2025, $ 154.6 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 July 31, 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.

5 unchanged sentences

As of January 31,

2025 As of April 30,

2025 As of July 31,

Prepaid expenses $ 19,729 $ 17,465

3 unchanged sentences

Property and equipment, net consisted of the following:

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

As of January 31, 2025 As of July 31, 2025

Furniture and fixtures $ 11,712 $ 10,992

8 unchanged sentences

The Company recognized depreciation expense as follows:

Three Months Ended April 30,

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

2024 2025 2024 2025

Cost of subscription revenues $ 121 $ 118 $ 242 $ 226

7 unchanged sentences

As of January 31,

2025 As of April 30,

2025 As of July 31,

Contingent consideration liability $ — $ 8,400

32 unchanged sentences

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.

51 unchanged sentences

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.

The Company will accrete the $ 1.8 million, which represents the difference between the total deferred payment and the present value, to interest expense over the two-year period using the effective interest rate methodology.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11 unchanged sentences

Other current and noncurrent assets 211

Deferred income taxes 136

Intangible assets 37,000

3 unchanged sentences

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.

During the six months ended July 31, 2025, the Company recorded measurement period adjustments that included a $ 9.4 million adjustment to decrease goodwill for a $ 9.4 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.

78 unchanged sentences

Translation adjustments 8,155

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

Balance, July 31, 2025 $ 1,070,947

Intangible assets

Intangible assets, net are as follows:

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

As of January 31, 2025 As of July 31, 2025

Amount Accumulated

8 unchanged sentences

The Company recognized amortization expense for intangible assets as follows:

Three Months Ended April 30,

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

2024 2025 2024 2025

Cost of subscription revenues $ 4,404 $ 5,115 $ 8,522 $ 10,190

4 unchanged sentences

(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:

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

Fiscal Year Ending January 31,

12 unchanged sentences

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,

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

2024 2025 2024 2025

Total number of shares repurchased — 743,669 — 2,572,782

Average price per share (1)

$ — $ 26.89 $ — $ 23.53

Aggregate purchase price (1)

$ — $ 19,995 $ — $ 60,546

(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.

As of July 31, 2025, the Company is authorized to repurchase a remaining $ 39.5 million of its common stock under the share repurchase program.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Stock Options

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

Stock option activity for the six months ended July 31, 2025 was as follows:

Shares Weighted

3 unchanged sentences

Exercised ( 247,346 ) 5.19

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

Outstanding, July 31, 2025 562,629 $ 8.09

Exercisable, July 31, 2025 562,629 $ 8.09

Fully vested or expected to vest, July 31, 2025 562,629 $ 8.09

Restricted Stock Units

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

RSU activity during the six months ended July 31, 2025 was as follows:

Shares Weighted Average

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Forfeited ( 802,089 ) 31.01

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.

Nonvested, July 31, 2025 6,951,460 $ 28.57

As of July 31, 2025, total unrecognized compensation expense related to non-vested RSUs was $ 166.6 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.

That cost is expected to be recognized over a weighted average period of 2.91 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 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,

The fair value of ESPP shares during the six months ended July 31, 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:

Six Months Ended July 31,

Expected life (in years) 0.50 0.50

Expected volatility 38.70 % - 38.91 %

40.74 % - 46.91 %

Expected dividends 0.00 % 0.00 %

Risk-free interest rate 5.24 % - 5.37 %

4.25 % - 4.29 %

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended April 30,

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

2024 2025 2024 2025

Cost of subscription revenues $ 793 $ 830 $ 1,355 $ 1,494

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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 .

See Note 15 "Restructuring" regarding lease terminations in connection with the Restructuring Plan.

The components of lease expense were as follows:

Three Months Ended April 30,

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

2024 2025 2024 2025

Operating lease expense $ 1,392 $ 1,412 $ 2,726 $ 2,822

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

Three Months Ended April 30,

Six Months Ended July 31,

Cash paid for amounts included in the measurement of operating lease liabilities $ 2,212 $ 3,155

Operating right-of-use assets obtained in exchange for operating lease liabilities 810 661

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.

Operating right-of-use assets and operating lease liabilities reductions related to operating lease terminations or modifications 1,947 2,095

The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of July 31, 2025 were 6.18 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:

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

Fiscal Year Ending January 31, Operating Leases

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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.

As of January 31, 2025 and July 31, 2025, unamortized debt issuance costs were $ 1.4 million and $ 1.2 million, respectively, and are included in long-term prepaid expenses and other assets.

The Company had $ 166.0 million and $ 203.5 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 July 31, 2025, respectively.

As of July 31, 2025, the applicable interest rate was 6.33 %.

The available borrowing capacity under the 2024 Credit Facility was $ 46.5 million as of July 31, 2025.

Commitments and Contingencies

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(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:

Purchase commitments and future minimum lease payments required under financing obligations as of July 31, 2025 is as follows:

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

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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 %.

The weighted-average discount rate for the Company's financing obligations as of July 31, 2025 was 5.7 %.

Indemnification

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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.

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(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.

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, 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.

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.

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,

Basic net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 2,976 ) $ 5,562

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

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

Diluted loss per share for the three and six months ended July 31, 2024 and 2025 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.

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

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

2024 2025 2024 2025

Three Months Ended April 30,

Diluted net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

Basic and diluted loss per share:

Net loss attributable to nCino, Inc.

$ ( 11,040 ) $ ( 15,257 ) $ ( 14,016 ) $ ( 9,695 )

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.

Weighted-average common shares outstanding 115,180,130 115,256,497 114,694,001 114,657,339

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

$ ( 0.10 ) $ ( 0.13 ) $ ( 0.12 ) $ ( 0.08 )

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,

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

Six Months Ended July 31,

Stock options issued and outstanding 998,618 562,629

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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.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended April 30,

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

2024 2025 2024 2025

Revenues $ 132,403 $ 148,815 $ 260,490 $ 292,952

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Interest expense 1,835 4,444 3,312 8,894

Other (income) expense, net (2)

Adjusted other (income) expense, net (2)

128 ( 67 ) 28 ( 1,864 )

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(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.

(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 transactions 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.

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Revenues by geographic region were as follows:

Three Months Ended April 30,

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

2024 2025 2024 2025

United States $ 104,925 $ 115,307 $ 207,166 $ 227,857

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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.

For the three and six months ended July 31, 2024 and 2025, one country, in addition to the United States, represented 10% or more of total revenues for the periods presented.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

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

As of January 31, 2025 As of July 31,

United States $ 79,115 $ 72,493

2 unchanged sentences

$ 90,979 $ 90,366

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.

Restructuring

In the second quarter of fiscal 2026, the Company announced a workforce reduction of approximately 7 % and office space reductions in certain markets (collectively, the “Restructuring Plan”) in furtherance of its efforts to improve operational efficiencies.

The Company substantially completed the planned actions during our second quarter of fiscal 2026, and expects to finalize the process in the second half of fiscal 2026, subject to local law and consultation requirements.

Our restructuring costs consist primarily of severance and termination benefits, exit costs and asset write-offs.

Severance costs generally include severance payments, out placement services, health insurance coverage and employer tax liabilities.

Exit costs primarily consist of lease exit and contract termination costs.

Lease termination costs include $ 1.7 million in lease termination payments, offset by a $ 0.6 million gain to derecognize the operating right-of-use assets and operating lease liabilities.

The Company’s restructuring charges for the six months ended months ended July 31, 2025 were as follows:

Severance Costs Exit Costs Asset Write-offs Total

Cost of subscription revenues $ 426 $ 53 $ 17 $ 496

Cost of professional services and other revenues 537 139 46 722

Sales and marketing 1,213 128 42 1,383

Research and development 3,732 221 73 4,026

General and administrative 1,092 1,191 1,155 3,438

Total $ 7,000 $ 1,732 $ 1,333 $ 10,065

The activity of the Restructuring Plan liabilities was as follows:

Balance at January 31, 2025 $ —

Charges incurred 10,065

Cash payments ( 7,305 )

Non-cash items ( 674 )

Balance at July 31, 2025 $ 2,086

Restructuring Plan liabilities are included in our unaudited condensed consolidated balance sheets as follows:

As of July 31,

Included in accounts payable $ 7

Included in accrued expenses and other current liabilities 1,771

Included in other long-term liabilities 308

Total $ 2,086

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