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Item 1. Financial Statements

2025-12-03 compared with 2025-08-26 · 227 added, 205 removed, 775 unchanged (36% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

January 31, 2025 July 31, 2025

January 31, 2025 October 31, 2025

Current assets

Cash and cash equivalents (VIE:

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

$ 2,254 and $ 2,554 at January 31, 2025 and October 31, 2025, respectively)

$ 120,928 $ 87,590

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

Accounts receivable, less allowances of $ 1,229 and $ 1,245 at January 31, 2025 and October 31, 2025, respectively

146,787 86,948

7 unchanged sentences

Intangible assets, net 154,571 142,841

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

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

Long-term prepaid expenses and other assets 10,178 17,385

19 unchanged sentences

Preferred stock, $ 0.001 par value;

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

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

Common stock, $ 0.0005 par value;

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

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

115,996,852 and 118,431,293 shares issued;

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

115,996,852 and 114,434,810 outstanding at January 31, 2025 and October 31, 2025, respectively

Treasury stock, at cost;

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

0 and 3,996,483 shares at January 31, 2025 and October 31, 2025, respectively

— ( 100,343 )

Additional paid-in capital 1,474,413 1,526,923

6 unchanged sentences

(In thousands, except share and per share data)

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

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

2024 2025 2024 2025

12 unchanged sentences

Total operating expenses 85,876 81,970 252,824 267,346

Loss from operations ( 7,906 ) ( 9,296 ) ( 11,569 ) ( 10,809 )

Income (loss) from operations ( 824 ) 11,716 ( 12,393 ) 907

Non-operating income (expense)

2 unchanged sentences

Other income (expense), net 432 200 ( 162 ) 17,014

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

Income (loss) before income taxes ( 1,563 ) 7,920 ( 16,112 ) 5,961

Income tax provision (benefit) 2,589 ( 695 ) 1,360 5,048

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

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

Net income (loss) ( 4,152 ) 8,615 ( 17,472 ) 913

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

( 186 ) ( 33 ) ( 409 ) ( 31 )

1 unchanged sentence

1,286 2,109 2,205 4,100

Net loss attributable to nCino, Inc.

Net income (loss) attributable to nCino, Inc.

$ ( 5,252 ) $ 6,539 $ ( 19,268 ) $ ( 3,156 )

Net loss per share attributable to nCino, Inc.:

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

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

Basic $ ( 0.05 ) $ 0.06 $ ( 0.17 ) $ ( 0.03 )

Diluted $ ( 0.05 ) $ 0.06 $ ( 0.17 ) $ ( 0.03 )

Weighted average number of common shares outstanding:

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

Basic 115,611,833 114,407,430 114,970,622 113,594,540

Diluted 115,611,833 115,830,218 114,970,622 113,594,540

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

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

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

2024 2025 2024 2025

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

Net income (loss) $ ( 4,152 ) $ 8,615 $ ( 17,472 ) $ 913

Other comprehensive income (loss):

1 unchanged sentence

Other comprehensive income (loss) 213 ( 633 ) 622 ( 936 )

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

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

Net income (loss) attributable to redeemable non-controlling interest ( 58 ) ( 74 ) ( 223 ) 2

Comprehensive income (loss) ( 3,939 ) 7,982 ( 16,850 ) ( 23 )

Less comprehensive loss attributable to redeemable non-controlling interest:

Net loss attributable to redeemable non-controlling interest ( 186 ) ( 33 ) ( 409 ) ( 31 )

Foreign currency translation attributable to redeemable non-controlling interest 5 6 3 —

Comprehensive loss attributable to redeemable non-controlling interest ( 181 ) ( 27 ) ( 406 ) ( 31 )

Comprehensive loss attributable to nCino, Inc.

Comprehensive income (loss) attributable to nCino, Inc.

$ ( 3,758 ) $ 8,009 $ ( 16,444 ) $ 8

2 unchanged sentences

(In thousands, except share data)

Three Months Ended July 31, 2024

Three Months Ended October 31, 2024

Common Stock Treasury Stock Additional

Capital Other

Capital Accumulated Other

Comprehensive

2 unchanged sentences

Shares Amount Shares Amount

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

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

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

4 unchanged sentences

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

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

Three Months Ended July 31, 2025

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

Three Months Ended October 31, 2025

Common Stock Treasury Stock Additional

Capital Other

Capital Accumulated Other

Comprehensive

2 unchanged sentences

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

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

Exercise of stock options 26,700 — — — 272 — — 272

1 unchanged sentence

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

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

Common stock repurchases under stock repurchase program — — 1,423,701 ( 39,745 ) — — — ( 39,745 )

Stock-based compensation — — — — 18,243 — — 18,243

Other comprehensive loss — — — — — ( 639 ) — ( 639 )

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

Net income attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 2,109 ) — 8,648 6,539

Balance, October 31, 2025 118,431,293 $ 59 3,996,483 $ ( 100,343 ) $ 1,526,923 $ ( 760 ) $ ( 384,391 ) $ 1,041,488

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

1 unchanged sentence

(In thousands, except share data)

Six Months Ended July 31, 2024

Nine Months Ended October 31, 2024

Common Stock Treasury Stock Additional

Capital Other

Capital Accumulated Other

Comprehensive

9 unchanged sentences

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

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

Six Months Ended July 31, 2025

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

Nine Months Ended October 31, 2025

Common Stock Treasury Stock Additional

Capital Other

Capital Accumulated Other

Comprehensive

6 unchanged sentences

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 )

Common stock repurchases under stock repurchase program — — 3,996,483 ( 100,343 ) — — — ( 100,343 )

Stock-based compensation — — — — 52,601 — — 52,601

1 unchanged sentence

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 4,100 ) — 944 ( 3,156 )

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

Balance, October 31, 2025 118,431,293 $ 59 3,996,483 $ ( 100,343 ) $ 1,526,923 $ ( 760 ) $ ( 384,391 ) $ 1,041,488

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

1 unchanged sentence

(In thousands)

Six Months Ended July 31,

Nine Months Ended October 31,

Cash flows from operating activities

2 unchanged sentences

Net loss and adjustment attributable to redeemable non-controlling interest 1,796 4,069

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

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

Net income (loss) ( 17,472 ) 913

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

Depreciation and amortization 26,132 31,998

6 unchanged sentences

Provision for bad debt 25 150

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

Net foreign currency gains ( 658 ) ( 14,178 )

Gains on investments — ( 1,652 )

26 unchanged sentences

Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash ( 93 ) 2,922

Net increase in cash, cash equivalents, and restricted cash 9,321 1,956

Net increase (decrease) in cash, cash equivalents, and restricted cash 140,809 ( 33,385 )

Cash, cash equivalents, and restricted cash, beginning of period 117,444 121,267

2 unchanged sentences

(In thousands)

Six Months Ended July 31,

Nine Months Ended October 31,

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

4 unchanged sentences

Supplemental disclosure of cash flow information

Cash paid for taxes, net of refunds $ 2,035 $ 2,360

Cash paid for interest $ 4,846 $ 12,323

Cash paid for taxes, net of refunds 2,770 3,504

Supplemental disclosure of noncash investing and financing activities

2 unchanged sentences

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

Excise tax on repurchases of common stock — 263

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

3 unchanged sentences

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.

nCino, Inc., together with its subsidiaries (collectively “the Company”), is a software-as-a-service (“SaaS”) company that provides software solutions to financial institutions (“FI”) 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:

2 unchanged sentences

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.

The financial information presented in the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and in accordance with 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.

The unaudited condensed consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries, as well as a variable interest entity (“VIE”) 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 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.

Reclassification:

The Company reclassified certain prior year amounts in the unaudited condensed consolidated statement of cash flows within the cash flows from operating activities to conform to the current year presentation.

Variable Interest Entity:

The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity ("VIE").

The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a VIE.

is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support.

17 unchanged sentences

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

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

The resulting changes in the estimated redemption amount

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

earnings, additional paid-in-capital.

(increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained 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.”

13 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 July 31, 2025.

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

As of both January 31, 2025 and October 31, 2025, no individual customer represented more than 10% of accounts receivable.

For the three and nine months ended October 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 only for certain property leases at July 31, 2025.

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.

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 only for certain property leases at October 31, 2025.

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

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 July 31, Six Months Ended July 31,

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

2024 2025 2024 2025

7 unchanged sentences

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

The investments are measured at cost with

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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 consolidated statements of operations.

7 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 $ 0.1 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.

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 $ 0.5 million and $ 0.2 million for the three months ended October 31, 2024 and 2025, respectively, and $( 0.2 ) million and $ 15.3 million for the nine months ended October 31, 2024 and 2025, respectively, primarily related to remeasurement of various intercompany loans.

Recent Accounting Pronouncements Not Yet Adopted:

14 unchanged sentences

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.

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.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes certain aspects of the accounting for, and disclosure of, internal-use software costs.

The ASU removes all references to software development project stages so that the guidance is neutral to different software development methods and clarifies the threshold entities apply to begin capitalizing costs.

The ASU is effective for annual periods beginning after December 15, 2027, 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

3 unchanged sentences

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

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

In October 2023, the Company made a

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

As of October 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

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.

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.

1 unchanged sentence

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

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

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

2024 2025 2024 2025

Balance, beginning of period $ 4,133 $ 10,345 $ 3,428 $ 8,286

Net income (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 58 ) ( 74 ) ( 223 ) 2

Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 186 ) ( 33 ) ( 409 ) ( 31 )

Foreign currency translation 5 6 3 —

2 unchanged sentences

Balance, end of period $ 5,243 $ 12,435 $ 5,243 $ 12,435

(1) nCino K.K.

stock options granted in accordance with nCino K.K.’s equity incentive plan.

5 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 July 31, 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 October 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 July 31, 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 October 31, 2025 and indicates the fair value

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

hierarchy of the valuation:

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

3 unchanged sentences

Total assets $ 39,180 $ — $ —

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 July 31, 2025

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

Level 1 Level 2 Level 3

10 unchanged sentences

Changes in fair value 400

Balance, July 31, 2025 $ 8,400

Balance, October 31, 2025 $ 8,500

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.

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

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

2 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 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.

The unobservable inputs used in the valuation as of October 31, 2025 included expected payment in the first half of fiscal 2027, 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 nine months ended October 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 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 six months ended July 31, 2024 and 2025, respectively.

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

Unrealized gains as a result of an observable price change were $ 0.0 million and $ 0.5 million for

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

the nine months ended October 31, 2024 and 2025, respectively.

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

There was no impairment recognized for the three and nine months ended October 31, 2024 and 2025.

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

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

Disaggregation of Revenue

Disaggregated revenues by source and geographic region were as follows:

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

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

2024 2025 2024 2025

14 unchanged sentences

Accounts Receivable

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

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

As of January 31, 2025 As of October 31, 2025

Trade accounts receivable $ 122,394 $ 64,411

3 unchanged sentences

Total accounts receivable, net $ 146,787 $ 86,948

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 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.

During the nine months ended October 31, 2025, $ 190.9 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 October 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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Balance Sheet Components

2 unchanged sentences

As of January 31,

2025 As of July 31,

2025 As of October 31,

Prepaid expenses $ 19,729 $ 18,174

3 unchanged sentences

Property and equipment, net consisted of the following:

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

As of January 31, 2025 As of October 31, 2025

Furniture and fixtures $ 11,712 $ 11,850

4 unchanged sentences

Construction in progress 627 —

103,957 105,585

Total property and equipment, gross 103,957 104,916

Less accumulated depreciation ( 29,004 ) ( 28,581 )

$ 74,953 $ 77,430

Total property and equipment, net $ 74,953 $ 76,335

The Company recognized depreciation expense as follows:

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

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

2024 2025 2024 2025

5 unchanged sentences

Total depreciation expense $ 1,556 $ 1,440 $ 4,744 $ 4,417

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Accrued Expenses and Other Current Liabilities

1 unchanged sentence

As of January 31,

2025 As of July 31,

2025 As of October 31,

Contingent consideration liability $ — $ 8,500

2 unchanged sentences

Accrued expenses and other current liabilities $ 39,865 $ 37,536

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Business Combinations

6 unchanged sentences

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.

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

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.

In addition, the Company issued 198,505 Restricted Stock Units (“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.

2 unchanged sentences

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:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Cash and cash equivalents $ 1,400

11 unchanged sentences

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

4 unchanged sentences

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.

Developed technology represents the fair value of DocFox’s technology, customer relationships represent the fair value of the underlying relationships with DocFox’s customers, and 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.

8 unchanged sentences

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.

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.

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

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

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

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

Cash and cash equivalents $ 164

11 unchanged sentences

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.

Developed technology represents the fair value of ILT’s technology, customer relationships represent the fair value of the underlying relationships with ILT’s customers, and 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.

2 unchanged sentences

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 acquired FullCircl for its complementary products.

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

24 unchanged sentences

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.

No additional adjustments were made in the third quarter ended October 31, 2025.

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.

12 unchanged sentences

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.

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, and 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.

5 unchanged sentences

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.

The Company has included the financial results of Sandbox Banking in the unaudited condensed 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:

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

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

34 unchanged sentences

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

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, and trade names represent the preliminary fair value of Sandbox Banking’s company name.

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.

8 unchanged sentences

Translation adjustments 8,360

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

Balance, October 31, 2025 $ 1,071,152

Intangible assets

Intangible assets, net are as follows:

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

As of January 31, 2025 As of October 31, 2025

Amount Accumulated

8 unchanged sentences

The Company recognized amortization expense for intangible assets as follows:

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

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

2024 2025 2024 2025

5 unchanged sentences

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

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

Fiscal Year Ending January 31,

2026 (remaining) $ 17,979

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

Fiscal 2026 (remaining three months) $ 8,850

Fiscal 2027 33,968

Fiscal 2028 19,501

Fiscal 2029 19,401

Fiscal 2030 17,085

Thereafter 44,036

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.

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.

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.

Stock 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 “Stock Repurchase Program”).

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

2 unchanged sentences

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 July 31, Six Months Ended July 31,

The Stock 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 stock repurchase activity under the Company’s Stock Repurchase Program (in thousands, except share and per share data):

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

2024 2025 2024 2025

6 unchanged sentences

All repurchases were made in open market transactions.

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.

As of October 31, 2025, the Company had completed the purchase authorization under the Stock Repurchase Program.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Stock Options

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

Stock option activity for the nine months ended October 31, 2025 was as follows:

Shares Weighted

3 unchanged sentences

Exercised ( 274,046 ) 5.67

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

Outstanding, October 31, 2025 535,929 $ 7.99

Exercisable, October 31, 2025 535,929 $ 7.99

Fully vested or expected to vest, October 31, 2025 535,929 $ 7.99

Restricted Stock Units

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

RSU activity during the nine months ended October 31, 2025 was as follows:

Shares Weighted Average

4 unchanged sentences

Forfeited ( 941,732 ) 30.79

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.

Nonvested, October 31, 2025 6,770,521 $ 28.47

As of October 31, 2025, total unrecognized compensation expense related to non-vested RSUs was $ 153.3 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 2.79 years.

2 unchanged sentences

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

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,

The fair value of ESPP shares during the nine months ended October 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:

Nine Months Ended October 31,

Expected life (in years) 0.50 0.50

7 unchanged sentences

Stock-Based Compensation Expense

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

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

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

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

2024 2025 2024 2025

9 unchanged sentences

The components of lease expense were as follows:

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

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

2024 2025 2024 2025

5 unchanged sentences

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

Six Months Ended July 31,

Nine Months Ended October 31,

Cash paid for amounts included in the measurement of operating lease liabilities $ 3,236 $ 3,927

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

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.

Operating lease right-of-use assets obtained in exchange for operating lease liabilities 810 1,533

Operating lease right-of-use assets and operating lease liabilities reductions related to operating lease terminations or modifications 1,947 2,102

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating lease liabilities as of October 31, 2025 were 7.02 years and 6.8 %, 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 July 31, 2025 were as follows:

Fiscal Year Ending January 31, Operating Leases

2026 (remaining) $ 2,374

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

Operating Leases

Fiscal 2026 (remaining three months) $ 1,187

Fiscal 2027 4,358

Fiscal 2028 2,381

Fiscal 2029 1,739

Fiscal 2030 1,292

Thereafter 7,015

31 unchanged sentences

The Company must also pay customary letter of credit fees.

The Company may repay amounts borrowed any time without penalty.

The Company may repay amounts borrowed at 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 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.

As of January 31, 2025 and October 31, 2025, unamortized debt issuance costs were $ 1.4 million and $ 1.1 million, respectively, and are included in long-term prepaid expenses and other assets.

As of October 31, 2025, the applicable interest rate was 6.16 %.

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

Commitments and Contingencies

7 unchanged sentences

(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 July 31, 2025 is as follows:

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

2026 (remaining) $ 42,813 $ 2,330

2027 82,713 3,958

2028 75,867 —

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

Purchase commitments Financing obligations - leased facility

Fiscal 2026 (remaining three months) $ 22,098 $ 1,169

Fiscal 2027 85,298 3,958

Fiscal 2028 77,042 —

Fiscal 2029 896 —

Fiscal 2030 — —

Thereafter — —

4 unchanged sentences

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

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

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

Indemnification

12 unchanged sentences

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

(d/b/a ZEST AI) ("Zest AI"), a private company, 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 July 31, 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.

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

The investment was considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company as of November 1, 2022, 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.

2 unchanged sentences

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

Basic and Diluted Loss per Share

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

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

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

Diluted loss per share for the three and 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,

There is no difference between the basic and diluted loss per share when there is a net loss because inclusion of potentially issuable shares would be anti-dilutive.

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 October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Basic and diluted loss per share:

Net loss attributable to nCino, Inc.

Basic net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 5,252 ) $ 6,539 $ ( 19,268 ) $ ( 3,156 )

Weighted-average common shares outstanding 115,611,833 114,407,430 114,970,622 113,594,540

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

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

$ ( 0.05 ) $ 0.06 $ ( 0.17 ) $ ( 0.03 )

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,

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

2024 2025 2024 2025

Diluted net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 5,252 ) $ 6,539 $ ( 19,268 ) $ ( 3,156 )

Weighted-average common shares outstanding, basic 115,611,833 114,407,430 114,970,622 113,594,540

Effect of diluted stock options, unvested RSUs, and shares of common stock issuable under the ESPP — 1,422,788 — —

Weighted-average common shares outstanding, diluted 115,611,833 115,830,218 114,970,622 113,594,540

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

$ ( 0.05 ) $ 0.06 $ ( 0.17 ) $ ( 0.03 )

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:

Nine Months Ended October 31,

Stock options issued and outstanding 920,412 535,929

1 unchanged sentence

Shares issuable pursuant to the ESPP 77,914 88,428

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Segment Information

2 unchanged sentences

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

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The CODM uses consolidated net income (loss) in deciding how to make operating decisions, allocate resources, and assess performance, including whether to reinvest profits into the existing business or to use in other ways, such as for acquisitions.

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

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

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

2024 2025 2024 2025

21 unchanged sentences

Revenues by geographic region were as follows:

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

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

2024 2025 2024 2025

4 unchanged sentences

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

For the three and 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.

For the three and nine months ended October 31, 2024 and 2025, only the United Kingdom, in addition to the United States, represented 10% or more of total revenues for the periods presented.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

As of January 31, 2025 As of July 31,

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

As of January 31, 2025 As of October 31,

United States $ 79,115 $ 71,187

4 unchanged sentences

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.

The Company substantially completed the Restructuring Plan during the second quarter of fiscal 2026.

An additional $ 0.1 million was recorded in the third quarter, and the Company expects to finalize the process in 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.

1 unchanged sentence

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:

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

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

Severance Costs Exit Costs Asset Write-offs Total

4 unchanged sentences

General and administrative 1,080 1,192 1,155 3,427

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

Total restructuring charges $ 7,063 $ 1,733 $ 1,333 $ 10,129

The activity of the Restructuring Plan liabilities was as follows:

3 unchanged sentences

Non-cash items ( 674 )

Balance at July 31, 2025 $ 2,086

Balance at October 31, 2025 $ 1,412

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

As of July 31,

Included in accounts payable $ 7

As of October 31,

Included in accrued expenses and other current liabilities $ 1,104

2 unchanged sentences

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