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Item 2. Management’s Discussion and Analysis

2025-12-03 compared with 2025-08-26 · 126 added, 129 removed, 333 unchanged (43% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes and other financial information included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed with the SEC on April 1, 2025.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed with the SEC on April 1, 2025.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.

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We generally offer the nCino Platform on a subscription basis pursuant to non-cancellable multi-year contracts that are typically three to five years in duration.

nCino has evolved from being a single product workflow solution to offering a platform of best-in-class, intelligent solutions.

nCino has evolved from a single product workflow solution to a platform of best-in-class, intelligent solutions.

Our new Intelligent Solution Framework pricing model helps ensure the value-based positioning and pricing of our products and creates an opportunity to embed intelligence into all our solutions.

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are organized around FIs based on size, whereas internationally, we focus our sales efforts by geography.

As of July 31, 2025, we had 177 sales and sales support personnel in the U.S.

As of October 31, 2025, we had 182 sales and sales support personnel in the U.S.

and 133 sales and support personnel in offices outside the U.S.

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See Note 6 “Business Combinations” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.

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

During the three and six months ended July 31, 2025, we repurchased 0.7 million and 2.6 million shares of our outstanding common stock for $20.0 million and $60.5 million, respectively, excluding transaction costs and excise tax associated with the repurchases, if any.

As of July 31, 2025, $39.5 million remained available for future repurchases under the share repurchase program.

In March 2025, our Board of Directors authorized a stock repurchase program of up to $100.0 million of our outstanding common stock (the “Stock Repurchase Program”).

During the three and nine months ended October 31, 2025, we repurchased 1.4 million and 4.0 million shares of our outstanding common stock for $39.5 million and $100.0 million, respectively, excluding transaction costs and excise tax associated with the repurchases.

As of October 31, 2025, no amounts remain available for future repurchases under the Stock Repurchase Program.

See Note 8 “Stockholders’ Equity” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

We funded the purchase of Sandbox Banking and our share repurchases primarily through borrowings under our credit facility.

We funded the purchase of Sandbox Banking and our purchases under the Stock Repurchase Program primarily through borrowings under our credit facility.

On May 27, 2025, we announced the Restructuring Plan in furtherance of our efforts to improve operational efficiencies.

We incurred charges in the second quarter of our fiscal 2026 of $10.1 million in connection with the Restructuring Plan.

See Note 15 "Restructuring" of the notes to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

For the three months ended July 31, 2024 and 2025, our total revenues were $132.4 million and $148.8 million, respectively, representing a 12.4% increase.

For the three months ended July 31, 2024 and 2025, our subscription revenues were $113.9 million and $130.8 million, respectively, representing a 14.8% increase.

We recorded net loss attributable to nCino, Inc.

of $15.3 million for the three months ended July 31, 2025, compared to a net loss attributable to nCino, Inc.

of $11.0 million for the three months ended July 31, 2024.

For the six months ended July 31, 2024 and 2025, our total revenues were $260.5 million and $293.0 million, respectively, representing a 12.5% increase.

For the six months ended July 31, 2024 and 2025, our subscription revenues were $224.3 million and $256.3 million, respectively, representing a 14.3% increase.

We incurred charges of $10.1 million for the nine months ended October 31, 2025 in connection with the Restructuring Plan.

See Note 15 “Restructuring” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

For the three months ended October 31, 2024 and 2025, our total revenues were $138.8 million and $152.2 million, respectively, representing a 9.6% increase.

For the three months ended October 31, 2024 and 2025, our subscription revenues were $119.9 million and $133.4 million, respectively, representing an 11.3% increase.

We recorded net income attributable to nCino, Inc.

of $6.5 million for the three months ended October 31, 2025, compared to a net loss attributable to nCino, Inc.

of $5.3 million for the three months ended October 31, 2024.

For the nine months ended October 31, 2024 and 2025, our total revenues were $399.3 million and $445.1 million, respectively, representing an 11.5% increase.

For the nine months ended October 31, 2024 and 2025, our subscription revenues were $344.2 million and $389.8 million, respectively, representing a 13.2% increase.

We recorded net loss attributable to nCino, Inc.

of $9.7 million for the six months ended July 31, 2025, compared to a net loss attributable to nCino, Inc.

of $14.0 million for the six months ended July 31, 2024.

Our total subscription revenues include an aggregate of $5.5 million from FullCircl and Sandbox Banking for the three months ended July 31, and $10.9 million for the six

months ended July 31, 2025.

of $3.2 million for the nine months ended October 31, 2025, compared to net loss attributable to nCino, Inc.

of $19.3 million for the nine months ended October 31, 2024.

subscription revenues include an aggregate of $5.2 million from FullCircl and Sandbox Banking for the three months ended October 31, 2025 and $16.1 million for the nine months ended October 31, 2025.

We have included the financial results of Sandbox Banking in the unaudited condensed consolidated financial statements from the Sandbox Acquisition Date.

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Our ability to successfully implement our new asset-based pricing model that formally started in fiscal 2025 will also be a key driver.

In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 22.5% of total revenues for the three months ended July 31, 2025 and 22.2% for the six months ended July 31, 2025.

For new customers, our sales cycles are typically lengthy, generally ranging from 6 to 9 months for smaller FIs to 12 to 18 months or more for larger FIs.

In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 22.1% of total revenues for the three months ended October 31, 2025 and 22.2% for the nine months ended October 31, 2025.

For new customers, our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs to 12 to 18 months or more for larger FIs.

Key to landing new customers is our ability to successfully take our existing customers live and help them achieve measurable returns on their investment, thereby turning them into referenceable accounts.

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We capitalize incremental costs incurred to obtain contracts, primarily consisting of sales commissions, and subsequently amortize these costs over the expected period of benefit, which we have determined to be approximately four

Sales and marketing expenses also include outside consulting fees, marketing programs, including lead generation, costs of our annual user conference, advertising, trade shows, other event expenses, amortization of intangible assets, and allocated overhead.

Sales and marketing expenses also include outside consulting fees, marketing programs, including lead generation, costs of our annual user conference, advertising, trade shows and other event expenses, amortization of intangible assets, and allocated overhead.

We expect sales and marketing expenses to increase as a percentage of revenues as we expand more into credit unions in the U.S.

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The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q.

The following tables present our selected unaudited condensed consolidated statements of operations data for three and six months ended July 31, 2024 and 2025 in both dollars and as a percentage of total revenues, except as noted.

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

The following tables present our selected unaudited condensed consolidated statements of operations data for three and nine months ended October 31, 2024 and 2025 in both dollars and as a percentage of total revenues, except as noted.

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

2024 2025 (1)

($ in thousands)

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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):

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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 (58) (74) (223) 2

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

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

Adjustment attributable to redeemable non-controlling interest 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)

1 Includes the operating results of DocFox, ILT, FullCircl and Sandbox Banking from the DocFox Acquisition Date, the ILT Acquisition Date, FullCircl Acquisition Date and the Sandbox Acquisition Date, respectively, see Note 6 "Business Combinations" of the notes to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

(1) Includes the operating results of DocFox, ILT, FullCircl and Sandbox Banking from the DocFox Acquisition Date, the ILT Acquisition Date, FullCircl Acquisition Date and the Sandbox Acquisition Date, respectively, see Note 6 “Business Combinations” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

The Company recognized stock-based compensation expense as follows:

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

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

($ in thousands) 2024 2025 2024 2025

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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,

($ in thousands) 2024 2025 2024 2025

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Total amortization expense $ 7,357 $ 9,151 $ 21,388 $ 27,581

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

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

2024 2025 2024 2025

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Total operating expenses 61.8 53.9 63.3 60.0

Loss from operations (6.0) (6.2) (4.5) (3.7)

Income (loss) from operations (0.5) 7.7 (3.1) 0.3

Non-operating income (expense):

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Other income (expense), net 0.3 0.1 — 3.8

Loss before income taxes (7.1) (8.4) (5.6) (0.7)

Income (loss) before income taxes (1.1) 5.2 (3.9) 1.4

Income tax provision (benefit) 1.9 (0.5) 0.3 1.1

Net loss (8.4) % (9.2) % (5.1) % (2.7) %

Comparison of the Three and Six Months Ended July 31, 2024 and 2025

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

Net income (loss) (3.0) % 5.7 % (4.2) % 0.3 %

Comparison of the Three and Nine Months Ended October 31, 2024 and 2025

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

($ in thousands) 2024 2025 2024 2025

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Subscription Revenues

Subscription revenues increased $16.8 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business.

Of the increase, 51.7% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 48.3% was attributable to initial revenues from customers who did not contribute to subscription revenues during the three months ended July 31, 2024.

Subscription revenues were 87.9% of total revenues for the three months ended July 31, 2025 compared to 86.0% of total revenues for the three months ended July 31, 2024, primarily due to growth in our installed base.

Subscription revenues increased $32.0 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business.

Of the increase, 51.1% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 48.9% was attributable to initial revenues from customers who did not contribute to subscription revenues during the six months ended July 31, 2024.

Subscription revenues were 87.5% of total revenues for the six months ended July 31, 2025 compared to 86.1% of total revenues for the six months ended July 31, 2024, primarily due to growth in our installed base.

Subscription revenues increased $13.5 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business.

Of the increase, 48.0% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 52.0% was attributable to initial revenues from customers who did not contribute to subscription revenues during the three months ended October 31, 2024.

Subscription revenues were 87.7% of total revenues for the three months ended October 31, 2025 compared to 86.4% of total revenues for the three months ended October 31, 2024, primarily due to growth in our installed base.

Subscription revenues increased $45.5 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business.

Of the increase, 57.7% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 42.3% was attributable to initial revenues from customers who did not contribute to subscription revenues during the nine months ended October 31, 2024.

Subscription revenues were 87.6% of total revenues for the nine months ended October 31, 2025 compared to 86.2% of total revenues for the nine months ended October 31, 2024, primarily due to growth in our installed base.

Professional Services and Other Revenues

Professional services and other revenues decreased $(0.4) million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to the mix of solutions being implemented and certain markets yielding lower effective bill rates.

Professional services and other revenues increased $0.4 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to the mix of solutions being implemented.

Professional services and other revenues decreased $0.2 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to the mix of solutions being implemented and certain markets yielding lower effective bill rates.

Professional services and other revenues increased $0.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to the mix of solutions being implemented.

Cost of Revenues and Gross Margin

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

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

($ in thousands) 2024 2025 2024 2025

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Cost of Subscription Revenues

Cost of subscription revenues increased $4.6 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, generating a gross margin for subscription revenues of 70.9% compared to a gross margin of

70.7% for the three months ended July 31, 2024.

Cost of subscription revenues increased $3.7 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, generating a gross margin for subscription revenues of 71.9% and 71.8% for the three months ended October 31, 2025 and 2024, respectively.

The dollar increase was primarily attributable to a $2.5 million increase in other data costs and a $0.5 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers.

The increase in cost of subscription revenues also included a $1.1 million increase in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan and compensation increases.

The increase in cost of subscription revenues also included a $0.7 million increase in amortization expense related to acquired intangible assets.

The increase also included a $0.7 million increase in amortization expense related to acquired intangible assets.

We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Platform grows.

Cost of subscription revenues increased $9.0 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, generating a gross margin for subscription revenues of 71.1% compared to a gross margin of 71.0% for the six months ended July 31, 2024.

Cost of subscription revenues increased $12.6 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, generating a gross margin for subscription revenues of 71.4% compared to a gross margin of 71.3% for the nine months ended October 31, 2024.

The dollar increase was primarily attributable to a $8.0 million increase in other data costs and a $0.9 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers.

The increase in cost of subscription revenues also included an increase of $1.7 million in amortization expense related to acquired intangible assets, as well as a $1.3 million increase in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan and compensation increases.

The increase also included a $2.4 million increase in amortization expense related to acquired intangible assets, as well as a $1.1 million increase in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan and compensation increases.

We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Platform grows.

Cost of Professional Services and Other Revenues

Cost of professional services and other revenues increased $2.1 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, generating a gross margin for professional services and other revenues of (25.7)% compared to a gross margin of (11.2)% for the three months ended July 31, 2024.

For the three months ended July 31, 2025, personnel costs increased $1.8 million for professional services compared to the three months ended July 31, 2024, primarily attributable to increased headcount from acquisitions and restructuring costs incurred in connection with the Restructuring Plan.

The increase in cost of professional services and other revenues also included a $0.5 million increase in allocated overhead primarily attributable to internal investments in AI technology.

The decrease in our professional services and other gross margin for the three months ended July 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Cost of professional services and other revenues increased $4.3 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, generating a gross margin for professional services and other revenues of (20.9)% compared to a gross margin of (10.5)% for the six months ended July 31, 2024.

For the six months ended July 31, 2025, personnel costs, including stock-based compensation expense, increased $3.4 million for professional services compared to the six months ended July 31, 2024, mainly from an increase in headcount primarily due to acquisitions and restructuring costs incurred in connection with the Restructuring Plan.

The increase in cost of professional services and other revenues also included a $0.7 million increase in allocated overhead primarily attributable to internal investments in AI technology, as well as a $0.4 million increase for third-party services costs.

The decrease in our professional services and other gross margin for the six months ended July 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Cost of professional services and other revenues increased $1.1 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, generating a gross margin for professional services and other revenues of (12.3)% compared to a gross margin of (5.7)% for the three months ended October 31, 2024.

For the three months ended October 31, 2025, personnel costs, including stock-based compensation expense, increased $1.0 million compared to the three months ended October 31, 2024, primarily attributable to compensation increases.

The increase also included a $0.3 million increase in allocated overhead primarily attributable to internal investments in AI technology.

The decrease in our professional services and other gross margin for the three months ended October 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Cost of professional services and other revenues increased $5.4 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, generating a gross margin for professional services and other revenues of (18.0)% compared to a gross margin of (8.8)% for the nine months ended October 31, 2024.

For the nine months ended October 31, 2025, personnel costs, including stock-based compensation expense, increased $4.4 million compared to the nine months ended October 31, 2024, mainly from an increase in headcount primarily due to acquisitions and restructuring costs incurred in connection with the Restructuring Plan.

The increase also included a $1.0 million increase in allocated overhead primarily attributable to internal investments in AI technology.

The decrease in our professional services and other gross margin for the nine months ended October 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Operating Expenses

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

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

($ in thousands) 2024 2025 2024 2025

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Total operating expenses 85,876 61.8 81,970 53.9 252,824 63.3 267,346 60.0

Loss from operations $ (7,906) (6.0) % $ (9,296) (6.2) % $ (11,569) (4.5) % $ (10,809) (3.7) %

Income (loss) from operations $ (824) (0.5) % $ 11,716 7.7 % $ (12,393) (3.1) % $ 907 0.3 %

Sales and Marketing

Sales and marketing expenses increased $5.6 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to an increase of $2.8 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, and restructuring costs incurred with the Restructuring Plan, partially offset by a decrease of $0.4 million in stock-based compensation expense.

The increase in sales and marketing expenses also included an

increase of $1.5 million in marketing costs, and a $1.5 million increase in allocated overhead, mostly attributable to a $1.2 million increase in amortization expenses for acquired intangible assets.

The increase in sales and marketing expenses was also partially offset by a $0.3 million decrease in third-party professional fees.

Sales and marketing expenses increased $10.5 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to an increase of $5.0 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, and restructuring costs incurred in connection with the Restructuring Plan, as well as compensation increases, partially offset by a $1.5 million decrease in stock-based compensation expense.

The increase in sales and marketing expenses also included an increase of $3.2 million in allocated overhead, mostly attributable to a $2.7 million increase in amortization expenses for acquired intangible assets, and a $2.5 million increase in in marketing costs.

Sales and marketing expenses increased $3.4 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to an increase of $1.5 million in allocated overhead, inclusive of a $1.2 million increase in amortization expenses for acquired intangible assets.

The increase in sales and marketing expenses also

included an increase of $1.3 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, inclusive of a $0.4 million decrease in stock-based compensation expense.

There was also a favorable prior year payroll tax adjustment in the amount of $0.5 million from certain of our foreign subsidiaries that did not recur in the current year in personnel costs.

The increase in sales and marketing expenses also included $0.5 million in additional marketing costs.

Sales and marketing expenses increased $13.9 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $6.3 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, and restructuring costs incurred in connection with the Restructuring Plan, as well as compensation increases, inclusive of a $1.9 million decrease in stock-based compensation expense.

There was also a favorable prior year payroll tax adjustment in the amount of $0.5 million from certain of our foreign subsidiaries that did not recur in the current year in personnel costs.

The increase in sales and marketing expenses also included an increase of $4.7 million in allocated overhead, inclusive of a $3.9 million increase in amortization expenses for acquired intangible assets, a $3.0 million increase in marketing costs, and a $0.4 million increase in travel costs.

The increase in sales and marketing expenses was partially offset by a decrease of $0.5 million in third-party professional services.

Sales and marketing headcount increased by 15 from July 31, 2024 to July 31, 2025, primarily attributable to acquisitions and net of restructuring.

Sales and marketing headcount increased by 18 from October 31, 2024 to October 31, 2025, primarily attributable to acquisitions and net of restructuring.

We expect sales and marketing expenses will increase as a percentage of total revenues as we expand into credit unions in the U.S.

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Research and Development

Research and development expenses increased $0.4 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to an increase of $0.8 million in allocated overhead for internal investments in AI technology.

The increase in research and development also included an increase of $0.6 million in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan, partially offset by a $1.6 million decrease in stock-based compensation expense.

The increase in research and development was partially offset by a decrease of $0.8 million in third-party professional fees.

Research and development expenses increased $3.8 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to an increase of $3.3 million in personnel costs, mostly attributable to restructuring costs incurred in connection with the Restructuring Plan, partially offset by a $1.7 million decrease in stock-based compensation expense.

The increase in research and development also included an increase of $1.0 million in allocated overhead primarily attributable to internal investments in AI technology.

Research and development expenses decreased $3.5 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to a decrease of $2.7 million in personnel costs due to the headcount decrease in connection with the Restructuring Plan.

The decrease in research and development also included a decrease of $1.0 million in third-party professional fees.

The decrease in research and development was partially offset by an increase of $0.4 million in allocated overhead for internal investments in AI technology.

Research and development expenses increased $0.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $1.4 million in allocated overhead primarily attributable to internal investments in AI technology.

The increase also included a net increase of $0.6 million in personnel costs, comprised of $3.7 million in restructuring costs incurred in connection with the Restructuring Plan, offset by a $1.8 million decrease in stock-based compensation expense and $1.3 million due to headcount decrease in connection with the Restructuring Plan.

The increase in research and development was partially offset by a decrease of $1.6 million in third-party professional fees.

Research and development headcount decreased by 33 from July 31, 2024 to July 31, 2025, primarily attributable to the Restructuring Plan.

Research and development headcount decreased by 46 from October 31, 2024 to October 31, 2025, primarily attributable to the Restructuring Plan.

We expect research and development expenses will decrease as a percentage of total revenues as we leverage our existing technology investments.

General and Administrative

General and administrative expenses increased $5.1 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to an increase of $2.3 million in restructuring costs for exit costs and asset write-offs associated with the Restructuring Plan.

The increase in general and administrative expenses also included an increase of $2.3 million in personnel costs, driven by $1.1 million in restructuring costs for severance incurred in connection with the Restructuring Plan and a $1.4 million increase in stock-based compensation expense.

General and administrative expenses increased $4.2 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to an increase of $3.8 million in personnel costs, driven by $1.1 million in restructuring costs for severance incurred in connection with the Restructuring Plan and a $2.1 million increase in stock-based compensation expense.

General and administrative expenses decreased $3.8 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to a decrease of $3.3 million in third-party professional fees, mostly attributable to a decrease in acquisition related expenses and professional fees and a decrease of $0.4 million in personnel costs due to the headcount decrease in connection with the Restructuring Plan, inclusive of a $0.4 million increase in stock-based compensation expense.

General and administrative expenses increased $0.4 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $3.4 million in personnel costs, inclusive of $1.1 million in restructuring costs for severance incurred in connection with the Restructuring Plan and a $2.5 million increase in stock-based compensation expense.

The increase in general and administrative expenses also included an increase of $2.3 million in restructuring costs for exit costs and asset write-offs associated with the Restructuring Plan, a $0.5 million increase in allocated overhead, and a $0.4 million increase in the fair value of contingent consideration.

The increase in general and administrative spend was partially offset by a decrease of $6.2 million in third-party professional fees, mostly attributable to a decrease in acquisition related expenses and professional fees.

General and administrative headcount decreased by 6 from July 31, 2024 to July 31, 2025, primarily attributable to the Restructuring Plan.

General and administrative headcount decreased by 15 from October 31, 2024 to October 31, 2025, primarily attributable to the Restructuring Plan.

We expect general and administrative expenses will decrease as a percentage of total revenues as we leverage operational efficiencies from our existing infrastructure.

Non-Operating Income (Expense)

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

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

($ in thousands) 2024 2025 2024 2025

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Other income (expense), net 432 0.3 200 0.1 (162) — 17,014 3.8

Interest income increased $0.2 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to balance and rate fluctuations of our accounts earning interest.

Interest expense increased $2.6 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to borrowings on our revolving credit facility.

The increase of $0.6 million in other income, net for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, was primarily attributable to remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Interest income was flat for the six months ended July 31, 2025 compared to the six months ended July 31, 2024.

Interest expense increased $5.6 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to borrowings on our revolving credit facility.

The increase of $17.4 million in other income (expense), net for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, was primarily attributable to intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Interest income decreased $0.1 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to balance and rate fluctuations of our accounts earning interest.

Interest expense increased $2.7 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to borrowings on our revolving credit facility.

The decrease of $0.2 million in other income (expense), net for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, was primarily attributable to remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Interest income decreased $0.1 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to balance and rate fluctuations of our accounts earning interest.

Interest expense increased $8.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to borrowings on our revolving credit facility.

The increase of $17.2 million in other income (expense), net for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, was primarily attributable to intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Income Tax Provision (Benefit)

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

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

($ in thousands) 2024 2025 2024 2025

Income tax provision (benefit) $ 2,589 1.9 % $ (695) (0.5) % $ 1,360 0.3 % $ 5,048 1.1 %

Income tax provision was $1.8 million for the three months ended July 31, 2024, compared to a provision of $1.2 million for the three months ended July 31, 2025, and resulted in an effective tax rate of (18.9)% and (9.7)%, respectively.

Income tax benefit was $1.2 million for the six months ended July 31, 2024 compared to an income tax provision of $5.7 million for the six months ended July 31, 2025, and resulted in an effective tax rate of 8.4% and (293.1)%, respectively.

The change in the effective tax rate for the six months ended July 31, 2024 compared to the effective tax rate for the six months ended July 31, 2025 was primarily attributable to changes in our valuation allowance and profitable foreign jurisdictions.

Income tax provision was $2.6 million for the three months ended October 31, 2024, compared to a benefit of $0.7 million for the three months ended October 31, 2025, and resulted in an effective tax rate of (165.6)% and (8.7)%, respectively.

Income tax provision was $1.4 million for the nine months ended October 31, 2024 compared to a provision of $5.0 million for the nine months ended October 31, 2025, and resulted in an effective tax rate of (8.4)% and 84.7%, respectively.

The change in the effective tax rate for the nine months ended October 31, 2024 compared to the effective tax rate for the nine months ended October 31, 2025 was primarily due to changes in our valuation allowance and profitable foreign jurisdictions.

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

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

deferred tax are realizable.

deferred tax assets are realizable.

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

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1, the One Big Beautiful Bill Act was signed into law.

This legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in the Company’s fiscal 2026, including the restoration of immediate expensing of domestic research and development expenditures, more favorable rules for determining limitations on deductions for interest expense, and reinstatement of accelerated fixed asset depreciation.

These changes were reflected in the income tax provision for the period ending July 31, 2025 and did not result in material changes to the Company’s tax position.

This legislation includes several changes to federal tax law that generally allows for more favorable deductibility of certain business expenses beginning in the Company’s fiscal 2026, including the restoration of immediate expensing of domestic research and development expenditures, more favorable rules for determining limitations on deductions for interest expense, and reinstatement of accelerated fixed asset depreciation.

These changes were reflected in the income tax provision during the second quarter of the Company's fiscal 2026 and did not result in material changes to the Company’s tax position.

In addition, this could increase our operating cash flows in future periods through a reduction in cash remittances of U.S.

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In addition to providing financial measurements based on GAAP, we provide non-GAAP operating income as an additional financial metric that is not prepared in accordance with GAAP (non-GAAP).

Our calculation of non-GAAP

operating income is described below.

Our calculation of non-GAAP operating income is described below.

Management uses this non-GAAP financial measure, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, and to evaluate our financial performance.

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Non-GAAP operating income .

Non-GAAP operating income is defined as loss from operations as reported in our unaudited condensed consolidated statements of operations excluding the following items:

Non-GAAP operating income is defined as income (loss) from operations as reported in our unaudited condensed consolidated statements of operations excluding the following items:

Amortization of Purchased Intangibles.

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In addition, other companies may use other measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

The following table reconciles non-GAAP operating income to loss from operations, the most directly comparable financial measure, calculated and presented in accordance with GAAP (in thousands):

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

The following table reconciles non-GAAP operating income to GAAP income (loss) from operations, the most directly comparable financial measure, calculated and presented in accordance with GAAP:

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

($ in thousands) 2024 2025 2024 2025

GAAP loss from operations $ (7,906) $ (9,296) $ (11,569) $ (10,809)

GAAP income (loss) from operations $ (824) $ 11,716 $ (12,393) $ 907

Amortization of intangible assets 7,357 9,151 21,388 27,581

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Liquidity and Capital Resources

As of July 31, 2025, we had $122.9 million in cash and cash equivalents and an accumulated deficit of $393.0 million.

As of October 31, 2025, we had $87.6 million in cash and cash equivalents and an accumulated deficit of $384.4 million.

Our net losses have been driven by our investments in developing the nCino Platform and scaling our sales and marketing organization and finance and administrative functions to support our rapid growth.

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Because we recognize revenues ratably, our deferred revenue balance mirrors the seasonality of our billings.

As of July 31, 2025, the Company had $203.5 million outstanding and no letters of credit issued under the credit facility, was in compliance with all covenants, and had borrowing availability of $46.5 million.

During the six months ended July 31, 2025, the Company had net borrowings of $37.5 million to fund the Sandbox Banking acquisition and repurchase shares of the Company's common stock.

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

As of October 31, 2025, the Company had $203.5 million outstanding and no letters of credit issued under the credit facility, was in compliance with all covenants, and had borrowing availability of $46.5 million.

During the nine months ended October 31, 2025, the Company had net borrowings of $37.5 million to fund the Sandbox Banking acquisition and repurchase shares of the Company’s common stock.

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

See Note 10 “Revolving Credit Facility” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

We believe that current cash and cash equivalents as well as borrowings available under the Credit Facility will be sufficient to fund our operations, capital requirements, and share repurchases for at least the next 12 months.

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts to enhance the nCino Platform and introduce new solutions, market acceptance of our solutions, the continued expansion of our sales and marketing activities, capital expenditure requirements, and any potential future acquisitions.

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There is no assurance we would be able to obtain future financing on acceptable terms or at all.

Share Repurchase Program

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

The 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.

During the six months ended July 31, 2025, we repurchased 2.6 million shares of our outstanding common stock for $60.5 million, excluding transaction costs and excise

tax associated with the repurchases, if any.

As of July 31, 2025, $39.5 million remained available for future repurchases under the share repurchase program.

Stock Repurchase Program

In March 2025, our Board of Directors authorized the Stock Repurchase Program of up to $100.0 million of our outstanding common stock.

As of October 31, 2025 we had completed the repurchase authorization under the Stock Repurchase Program.

The volume, price, timing, and manner of repurchases were 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.

During the nine months ended October 31, 2025, we repurchased 4.0 million shares of our outstanding common stock for $100.0 million, excluding transaction costs and excise tax associated with the repurchases.

As of October 31, 2025, no amounts remain available for future repurchases under the Stock Repurchase

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The balance of the redeemable non-controlling interest is reported on our balance sheet below total liabilities but above stockholders’ equity 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.

As of January 31, 2025 and July 31, 2025, the redeemable non-controlling interest was $8.3 million and $10.3 million, respectively.

As part of our joint venture obligations, we made an additional cash capital contribution of $1.0 million to nCino K.K.

during the third quarter of fiscal 2024.

Summary Cash Flow information for the six months ended July 31, 2024 and 2025 are set forth below:

Six Months Ended July 31,

As of January 31, 2025 and October 31, 2025, the redeemable non-controlling interest was $8.3 million and $12.4 million, respectively.

Summary Cash Flow information for the nine months ended October 31, 2024 and 2025 are set forth below:

Nine Months Ended October 31,

($ in thousands) 2024 2025

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Net Cash Provided by Operating Activities

The $72.1 million provided by operating activities in the six months ended July 31, 2025 reflects our net loss of $7.7 million, offset by $54.7 million in net non-cash charges and $25.0 million generated by changes in working capital accounts.

The $77.1 million provided by operating activities in the nine months ended October 31, 2025 reflects our net income of $0.9 million, offset by $86.8 million in net non-cash charges and $10.6 million used in changes in working capital accounts.

Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, deferred income taxes, non-cash operating lease costs, loss on disposal of long-lived assets, change in fair value of contingent consideration, provision for bad debt, and amortization of debt issuance costs, partially offset by foreign currency gains related to remeasurement of intercompany loans and transactions and gains on investments.

Cash generated by working capital accounts was principally a function of a $51.8 million decrease in accounts receivable due to the timing of billings and collections from customers, a $1.6 million decrease in prepaid expenses, and a $0.7 million increase in accounts payable.

The cash generated by working capital accounts was partially offset by a $16.4 million decrease in accrued expenses and other liabilities primarily due to the payment of bonuses and commission, an increase of $6.6 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $3.4 million decrease in deferred revenue due to the timing of billings and revenue recognition, and a $2.6 million decrease in operating lease liabilities.

The $59.4 million provided by operating activities in the six months ended July 31, 2024 reflects our net loss of $13.3 million, offset by $58.4 million in non-cash charges and $14.3 million generated by changes in working capital accounts.

Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, foreign currency losses related to intercompany loans and transactions, partially offset by deferred income taxes.

Cash generated by working capital accounts was principally a function of a $37.8 million decrease in accounts receivable due to timing of billings and collections from customers, and a $0.8 million increase in accounts payable.

The cash generated by working capital accounts was partially offset by a $8.6 million decrease in accrued expenses and other current liabilities primarily due to the payment of bonuses and commissions, an increase of $8.4 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $2.6 million decrease in deferred revenue, due to the timing of billings and revenue recognition, a $2.4 million increase in prepaid expenses and other assets, and a $2.2 million decrease in operating lease liabilities.

Cash used in working capital accounts was principally a function of a $46.1 million decrease in deferred revenue due to the timing of billings and revenue recognition, a $12.8 million decrease in accrued expenses and other liabilities primarily due to the payment of bonuses and commissions, an increase of $12.4 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $3.1 million decrease in operating lease liabilities, and a $0.9 million decrease in accounts payable.

The cash used in working capital accounts was partially offset by $63.1 million decrease in accounts receivable due to the timing of billings and collections from customers, and a $1.5 million decrease in prepaid expenses.

The $65.2 million provided by operating activities in the nine months ended October 31, 2024 reflects our net loss of $17.5 million, offset by $88.7 million in non-cash charges and $6.0 million used in changes in working capital accounts.

Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, partially offset by deferred income taxes and foreign currency gains related to intercompany loans and transactions.

Cash generated by working capital accounts was principally a function of a $41.6 million decrease in deferred revenue, due to the timing of billings and revenue recognition, an increase of $13.2 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $2.9 million decrease in operating lease liabilities, and a $0.1 million decrease in accrued expenses and other liabilities.

The cash generated by working capital accounts was partially offset by a $50.2 million decrease in accounts receivable due to timing of billings and collections from customers, a $1.0 million increase in other long term liabilities, $0.7 million decrease in prepaid expenses and other assets, and a $0.1 million increase in accounts payable.

Net Cash Used in Investing Activities

The $53.4 million used in investing activities in the six months ended July 31, 2025 was comprised of $50.3 million used for the acquisition of Sandbox, $6.9 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business primarily for one of our international offices.

The cash used in investing activities was partially offset by proceeds from the sale of an investment of $3.7 million.

The $91.9 million used in investing activities in the six months ended July 31, 2024 was comprised of $90.8 million used for the acquisition of DocFox and ILT, $0.8 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business, and $0.3 million for an asset acquisition.

The $53.6 million used in investing activities in the nine months ended October 31, 2025 was comprised of $50.3 million used for the acquisition of Sandbox, $7.0 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business primarily for one of our international offices, partially offset by proceeds from the sale of an investment of $3.7 million.

The $92.8 million used in investing activities in the nine months ended October 31, 2024 was comprised of $90.8 million used for the acquisition of DocFox and ILT, $1.5 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business, and $0.5 million for an asset acquisition.

Net Cash Provided by (Used in) Financing Activities

The $20.2 million used in financing activities in the six months ended July 31, 2025 was comprised principally of payments of $65.0 million on our credit facility, repurchases of our common stock of $60.6 million, and principal payments of $0.8 million on financing obligations.

The $59.8 million used in financing activities in the nine months ended October 31, 2025 was comprised principally of repurchases of our common stock of $100.1 million, payments of $65.0 million on our credit facility, and principal payments of $1.2 million on financing obligations.

The cash used in financing activities was offset by $102.5 million proceeds from borrowings on our credit facility to fund the acquisition of Sandbox Banking and to make repurchases of our common stock under the stock repurchase program, $2.4 million of proceeds from stock issuances under the employee stock purchase plan, and $1.6 million of proceeds from the exercise of stock options.

The $43.2 million provided by financing activities in the six months ended July 31, 2024 was comprised principally of payments of $75.0 million of borrowings on the Credit Facility to fund the acquisition of DocFox, $2.5 million of proceeds from stock issuances under the employee stock purchase plan, and $1.7 million of proceeds from the exercise of stock options.

The cash provided by financing activities was partially offset by payments of $35.0 million on the credit facility, principal payments of $0.7 million on financing obligations, and payments of debt issuance costs of $0.4 million.

The $168.4 million provided by financing activities in the nine months ended October 31, 2024 was comprised principally of payments of $241.0 million of borrowings on the 2022 and 2024 Credit Facility to fund the acquisition of DocFox and FullCircl, $2.5 million of proceeds from stock issuances under the employee stock purchase plan, and $2.2 million of proceeds from the exercise of stock options.

The cash provided by financing activities was partially offset by payments of $75.0 million on the 2022 credit facility, payments of debt issuance costs of $1.4 million, and principal payments of $0.9 million on financing obligations.

Contractual Obligations and Commitments

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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 2. Management’s Discussion and Analysis