nCino, Inc. 10-Q

Item 1. Financial Statements nCino, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) January 31, 2025 October 31, 2025 (Unaudited) Assets Current assets Cash and cash equivalents (VIE: $ 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 $ 1,245 at January 31, 2025 and October 31, 2025, respectively 146,787 86,948 Costs capitalized to obtain revenue contracts, current portion, net 13,462 14,942 Prepaid expenses and other current assets 21,072 19,742 Total current assets 302,249 209,222 Property and equipment, net 74,953 76,335 Operating lease right-of-use assets, net 16,026 12,926 Costs capitalized to obtain revenue contracts, noncurrent, net 23,735 24,051 Goodwill 1,019,375 1,071,152 Intangible assets, net 154,571 142,841 Investments (related party $ 2,500 and $ 0 at January 31, 2025 and October 31, 2025, respectively) 9,294 7,262 Long-term prepaid expenses and other assets 10,178 17,385 Total assets $ 1,610,381 $ 1,561,174 Liabilities, redeemable non-controlling interest, and stockholders’ equity Current liabilities Accounts payable $ 13,640 $ 12,527 Accrued expenses and other current liabilities 39,865 37,536 Deferred revenue, current portion 191,174 152,065 Financing obligations, current portion 1,680 1,831 Operating lease liabilities, current portion 5,153 4,124 Total current liabilities 251,512 208,083 Operating lease liabilities, noncurrent 12,819 10,140 Deferred income taxes, noncurrent 13,851 18,016 Deferred revenue, noncurrent 269 121 Revolving credit facility, noncurrent 166,000 203,500 Financing obligations, noncurrent 51,172 49,776 Other long-term liabilities 17,160 17,615 Total liabilities 512,783 507,251 Commitments and contingencies (Note 11) Redeemable non-controlling interest (Note 2) 8,286 12,435 Stockholders’ equity Preferred stock, $ 0.001 par value; 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 October 31, 2025; 115,996,852 and 118,431,293 shares issued; 115,996,852 and 114,434,810 outstanding at January 31, 2025 and October 31, 2025, respectively 58 59 Treasury stock, at cost; 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 Accumulated other comprehensive income (loss) 176 ( 760 ) Accumulated deficit ( 385,335 ) ( 384,391 ) Total stockholders’ equity 1,089,312 1,041,488 Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 1,610,381 $ 1,561,174 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 1 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Revenues Subscription $ 119,894 $ 133,411 $ 344,211 $ 389,751 Professional services and other 18,903 18,752 55,076 55,364 Total revenues 138,797 152,163 399,287 445,115 Cost of revenues Subscription 33,769 37,426 98,916 111,543 Professional services and other 19,976 21,051 59,940 65,319 Total cost of revenues 53,745 58,477 158,856 176,862 Gross profit 85,052 93,686 240,431 268,253 Operating expenses Sales and marketing 29,729 33,107 89,487 103,343 Research and development 33,039 29,541 97,291 97,549 General and administrative 23,108 19,322 66,046 66,454 Total operating expenses 85,876 81,970 252,824 267,346 Income (loss) from operations ( 824 ) 11,716 ( 12,393 ) 907 Non-operating income (expense) Interest income 482 339 1,408 1,269 Interest expense ( 1,653 ) ( 4,335 ) ( 4,965 ) ( 13,229 ) Other income (expense), net 432 200 ( 162 ) 17,014 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 income (loss) ( 4,152 ) 8,615 ( 17,472 ) 913 Net loss attributable to redeemable non-controlling interest (Note 2) ( 186 ) ( 33 ) ( 409 ) ( 31 ) Adjustment attributable to redeemable non-controlling interest (Note 2) 1,286 2,109 2,205 4,100 Net income (loss) attributable to nCino, Inc. $ ( 5,252 ) $ 6,539 $ ( 19,268 ) $ ( 3,156 ) 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 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 . 2 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) (Unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Net income (loss) $ ( 4,152 ) $ 8,615 $ ( 17,472 ) $ 913 Other comprehensive income (loss): Foreign currency translation 213 ( 633 ) 622 ( 936 ) Other comprehensive income (loss) 213 ( 633 ) 622 ( 936 ) 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 income (loss) attributable to nCino, Inc. $ ( 3,758 ) $ 8,009 $ ( 16,444 ) $ 8 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 3 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) (Unaudited) Three Months Ended October 31, 2024 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount Balance, July 31, 2024 115,387,309 $ 58 — $ — $ 1,439,245 $ 1,407 $ ( 365,855 ) $ 1,074,855 Exercise of stock options 78,206 — — — 486 — — 486 Stock issuance upon vesting of restricted stock units 185,070 — — — — — — — Stock issuance under the employee stock purchase plan — — — — — — — — Stock-based compensation — — — — 17,966 — — 17,966 Other comprehensive income — — — — — 208 — 208 Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 1,286 ) — ( 3,966 ) ( 5,252 ) Balance, October 31, 2024 115,650,585 $ 58 — $ — $ 1,456,411 $ 1,615 $ ( 369,821 ) $ 1,088,263 Three Months Ended October 31, 2025 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount 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 Stock issuance upon vesting of restricted stock units 386,892 — — — — — — — Stock issuance under the employee stock purchase plan — — — — — — — — 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 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 . 4 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) (Unaudited) Nine Months Ended October 31, 2024 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount Balance, January 31, 2024 113,684,299 $ 57 — $ — $ 1,400,881 $ 996 $ ( 352,758 ) $ 1,049,176 Exercise of stock options 290,917 — — — 2,223 — — 2,223 Stock issuance upon vesting of restricted stock units 1,581,387 1 — — ( 1 ) — — — Stock issuance under the employee stock purchase plan 93,982 — — — 2,514 — — 2,514 Stock-based compensation — — — — 52,999 — — 52,999 Other comprehensive income — — — — — 619 — 619 Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 2,205 ) — ( 17,063 ) ( 19,268 ) Balance, October 31, 2024 115,650,585 $ 58 — $ — $ 1,456,411 $ 1,615 $ ( 369,821 ) $ 1,088,263 Nine Months Ended October 31, 2025 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount Balance, January 31, 2025 115,996,852 $ 58 — $ — $ 1,474,413 $ 176 $ ( 385,335 ) $ 1,089,312 Exercise of stock options 274,046 — — — 1,566 — — 1,566 Stock issuance upon vesting of restricted stock units 2,057,539 1 — — ( 1 ) — — — Stock issuance under the employee stock purchase plan 102,856 — — — 2,444 — — 2,444 Common stock repurchases under stock repurchase program — — 3,996,483 ( 100,343 ) — — — ( 100,343 ) Stock-based compensation — — — — 52,601 — — 52,601 Other comprehensive loss — — — — — ( 936 ) — ( 936 ) Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 4,100 ) — 944 ( 3,156 ) 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 . 5 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended October 31, 2024 2025 Cash flows from operating activities Net loss attributable to nCino, Inc. $ ( 19,268 ) $ ( 3,156 ) Net loss and adjustment attributable to redeemable non-controlling interest 1,796 4,069 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 Non-cash operating lease costs 3,844 3,123 Amortization of costs capitalized to obtain revenue contracts 8,724 11,024 Amortization of debt issuance costs 60 215 Stock-based compensation 53,015 52,681 Change in fair value of contingent consideration — 400 Deferred income taxes ( 2,496 ) 2,579 Provision for bad debt 25 150 Net foreign currency gains ( 658 ) ( 14,178 ) Gains on investments — ( 1,652 ) Loss on disposal of long-lived assets 35 463 Change in operating assets and liabilities: Accounts receivable 50,184 63,080 Costs capitalized to obtain revenue contracts ( 13,199 ) ( 12,445 ) Prepaid expenses and other assets 656 1,482 Accounts payable 55 ( 897 ) Accrued expenses and other liabilities ( 148 ) ( 12,807 ) Deferred revenue ( 41,604 ) ( 46,066 ) Operating lease liabilities ( 2,936 ) ( 3,134 ) Other long term liabilities 1,001 198 Net cash provided by operating activities 65,218 77,127 Cash flows from investing activities Acquisition of business, net of cash acquired ( 90,839 ) ( 50,263 ) Acquisition of assets ( 450 ) — Purchases of property and equipment ( 1,466 ) ( 7,040 ) Sale of investment — 3,684 Net cash used in investing activities ( 92,755 ) ( 53,619 ) Cash flows from financing activities Repurchases of common stock — ( 100,080 ) Proceeds from borrowings on revolving credit facility 241,000 102,500 Payments on revolving credit facility ( 75,000 ) ( 65,000 ) Payments of debt issuance costs ( 1,382 ) — Exercise of stock options 2,223 1,566 Stock issuance under the employee stock purchase plan 2,514 2,444 Principal payments on financing obligations ( 916 ) ( 1,245 ) Net cash provided by (used in) financing activities 168,439 ( 59,815 ) Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash ( 93 ) 2,922 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 Cash, cash equivalents, and restricted cash, end of period $ 258,253 $ 87,882 6 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) (Unaudited) Nine Months Ended October 31, 2024 2025 Reconciliation of cash, cash equivalents, and restricted cash, end of period: Cash and cash equivalents $ 257,894 $ 87,590 Restricted cash included in prepaid expenses and other current assets — 134 Restricted cash included in long-term prepaid expenses and other assets 359 158 Total cash, cash equivalents, and restricted cash, end of period $ 258,253 $ 87,882 Supplemental disclosure of cash flow information 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 Fair value of contingent consideration in connection with business acquisition in accrued expenses and other current liabilities $ — $ 8,100 Measurement period adjustments relating to business acquisitions — 10,413 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 . 7 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 1. Summary of Business and Significant Accounting Policies Description of Business: nCino, Inc., together with its subsidiaries (collectively “the Company”), is a software-as-a-service (“SaaS”) company that provides software solutions to financial institutions (“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. Fiscal Year End: The Company’s fiscal year ends on January 31. References to fiscal year 2026, for example, refer to the fiscal year ended January 31, 2026. Principles of Consolidation and Basis of Presentation: The 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 (“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 VIE. nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements, except for cash which is reflected on the unaudited condensed consolidated balance sheets. See Note 2 “Variable Interest Entity and Redeemable Non-Controlling Interest” for additional information regarding the Company’s variable interest. Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors, or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount 8 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) (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.” Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; fair value of contingent consideration; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2025 and October 31, 2025. The Company maintains its cash, cash equivalents and restricted cash with high-credit-quality financial institutions. 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 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. Allowances: The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary. The Company records the allowance against bad debt expense through the unaudited condensed consolidated statements of operations, included in general and administrative expenses, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the unaudited condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Balance, beginning of period $ 1,204 $ 1,248 $ 1,451 $ 1,229 Charged to (recovery of) bad debt expense — ( 3 ) 25 150 Charged to deferred revenue — — — 20 Write-offs and other ( 32 ) — ( 304 ) ( 156 ) Translation adjustments — — — 2 Balance, end of period $ 1,172 $ 1,245 $ 1,172 $ 1,245 Investments : The Company’s investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with 9 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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. The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable. Foreign Currency: The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into United States (“U.S.”) dollars are recorded as a separate component on the unaudited condensed consolidated statements of comprehensive loss recorded in foreign currency translation line item. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in other income (expense), net in the unaudited condensed consolidated statements of operations and were $ 0.5 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: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance includes amendments to enhance existing income tax disclosure requirements, primarily related to the rate reconciliation and income taxes paid disclosures. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply the ASU retrospectively. Early adoption is permitted. The Company expects to adopt 2023-09 in its consolidated financial statements for the fiscal year ended January 31, 2026. The adoption will require certain additional disclosures in the notes to the Company’s consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The guidance includes amendments to require public companies to provide additional disclosure about certain costs and expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The guidance includes amendments that provide a practical expedient for measuring credit losses on current accounts receivable and current contract assets under ASC 606 - Revenue from Contracts with Customers. The 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. Note 2. Variable Interest Entity and Redeemable Non-Controlling Interest In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. that is focused on the distribution of the Company’s products in Japan. In October 2019, the Company initially contributed $ 4.7 million in cash in exchange for 51 % of the outstanding common stock of nCino K.K. In October 2023, the Company made a 10 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 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 stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets. The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Balance, beginning of period $ 4,133 $ 10,345 $ 3,428 $ 8,286 Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 186 ) ( 33 ) ( 409 ) ( 31 ) Foreign currency translation 5 6 3 — Adjustment to redeemable non-controlling interest 1,286 2,109 2,205 4,100 Stock-based compensation expense (1) 5 8 16 80 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. Note 3. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs which are supported by little or no market activity. The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2025 and 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 October 31, 2025 and indicates the fair value 11 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) hierarchy of the valuation: Fair value measurements on a recurring basis as of January 31, 2025 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 38,841 $ — $ — Time deposits (included in long-term prepaid expenses and other assets) 339 — — Total assets $ 39,180 $ — $ — Fair value measurements on a recurring basis as of October 31, 2025 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 20,688 $ — $ — Time deposits (included in prepaid expenses and other current assets) 134 — — Time deposits (included in long-term prepaid expenses and other assets) 158 — — Total assets $ 20,980 $ — $ — Liabilities: Contingent consideration (included in accrued expenses and other current liabilities) $ — $ — $ 8,500 Total liabilities $ — $ — $ 8,500 All of the Company’s money market accounts are classified within Level 1 because the Company’s money market accounts are valued using quoted market prices in active exchange markets including identical assets. The following table summarizes the change in fair value of the contingent consideration with significant unobservable inputs: Balance, January 31, 2025 $ — Contingent consideration in connection with business acquisition 8,100 Changes in fair value 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 $ 10.0 million. The fair value of the contingent consideration was determined using a probability weighted discounted cash flow model. Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones. This contingent liability was classified as Level 3 within the fair value hierarchy. Changes in fair values of contingent consideration are recognized in general and administrative expenses on the Company’s unaudited condensed consolidated statement of operations. The unobservable inputs used in the valuation as of 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 12 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 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 nine months ended October 31, 2024 and 2025, respectively. See Note 12 “Related-Party Transactions” for additional information on the sale of an investment. Note 4. Revenues Disaggregation of Revenue Disaggregated revenues by source and geographic region were as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 United States Subscriptions - non-mortgage $ 76,272 $ 84,483 $ 225,011 $ 247,721 Subscriptions - mortgage 20,639 21,060 55,478 60,883 Professional services and other 12,280 13,061 35,868 37,857 Total United States 109,191 118,604 316,357 346,461 International Subscriptions 22,983 27,868 63,722 81,147 Professional services and other 6,623 5,691 19,208 17,507 Total International 29,606 33,559 82,930 98,654 Total Revenue $ 138,797 $ 152,163 $ 399,287 $ 445,115 Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. During the fourth quarter of fiscal year 2025, the Company changed the presentation of disaggregated revenues from a classification primarily based on geographic region to a classification to include sources by geographic region. The prior period presentation of disaggregated revenues has been reclassified to conform with the current period presentation. Contract Amounts Accounts Receivable Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2025 and October 31, 2025: As of January 31, 2025 As of October 31, 2025 Trade accounts receivable $ 122,394 $ 64,411 Unbilled accounts receivable 23,662 22,494 Allowance for doubtful accounts ( 1,229 ) ( 1,245 ) Other accounts receivable 1,960 1,288 Total accounts receivable, net $ 146,787 $ 86,948 13 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 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. Note 5. Balance Sheet Components Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: As of January 31, 2025 As of October 31, 2025 Prepaid expenses $ 19,729 $ 18,174 Other current assets 1,343 1,568 Prepaid expenses and other current assets $ 21,072 $ 19,742 Property and equipment, net Property and equipment, net consisted of the following: As of January 31, 2025 As of October 31, 2025 Furniture and fixtures $ 11,712 $ 11,850 Computers and equipment 7,193 6,544 Buildings and land 56,379 56,379 Leasehold improvements 28,046 30,143 Construction in progress 627 — Total property and equipment, gross 103,957 104,916 Less accumulated depreciation ( 29,004 ) ( 28,581 ) Total property and equipment, net $ 74,953 $ 76,335 The Company recognized depreciation expense as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Cost of subscription revenues $ 124 $ 107 $ 366 $ 333 Cost of professional services and other revenues 322 350 991 1,034 Sales and marketing 316 324 981 940 Research and development 602 493 1,830 1,583 General and administrative 192 166 576 527 Total depreciation expense $ 1,556 $ 1,440 $ 4,744 $ 4,417 14 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: As of January 31, 2025 As of October 31, 2025 Contingent consideration liability $ — $ 8,500 Accrued compensation and benefits 23,626 16,481 Accrued expenses 16,239 12,555 Accrued expenses and other current liabilities $ 39,865 $ 37,536 Note 6. Business Combinations DocFox, Inc. (“DocFox”) On March 20, 2024 (the “DocFox Acquisition Date”), the Company acquired the outstanding equity interests of DocFox, which provides a solution to automate onboarding experiences for commercial and business banking. The Company acquired DocFox for its complementary product set, which helps simplify and automate the onboarding and account opening process. The Company has included the financial results of DocFox in the unaudited condensed consolidated statements of operations from the DocFox Acquisition Date. Including the $ 2.0 million in post combination expense referenced below, transaction costs associated with the DocFox acquisition were approximately $ 3.9 million and were recorded in general and administrative expenses. The Company paid a total of $ 74.3 million in cash as of the DocFox Acquisition Date. Included in the total cash paid was $ 6.2 million for DocFox common stock options that were cash settled on the DocFox Acquisition Date. The $ 6.2 million fair value of the DocFox common stock options was allocated between consideration transferred and post combination expense in the amounts of $ 4.2 million and $ 2.0 million, respectively. As there was no future service requirement due to accelerated vesting of these options, the entire $ 2.0 million, 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 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. The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the DocFox Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606. 15 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The following table summarizes the fair values of assets acquired and liabilities assumed as of the DocFox Acquisition Date: Fair Value Cash and cash equivalents $ 1,400 Accounts receivable 1,898 Operating lease right-of-use assets, net 405 Other current and noncurrent assets 444 Intangible assets 24,600 Goodwill 56,302 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 3,495 ) Deferred revenue, current and noncurrent ( 3,505 ) Operating lease liabilities, current and noncurrent ( 405 ) Deferred income taxes ( 5,279 ) Net assets acquired $ 72,365 During the three months ended April 30, 2025, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are final. The Company recorded measurement period adjustments that included a $ 1.0 million adjustment to decrease goodwill for a $ 1.0 million deferred income tax adjustment. The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the DocFox Acquisition Date: Fair Value Useful Life Trade name $ 200 1 year Customer relationships 16,400 10 years Developed technology 8,000 5 years Total intangible assets subject to amortization $ 24,600 Developed technology represents the fair value of DocFox’s technology, customer relationships represent the fair value of the underlying relationships with DocFox’s customers, 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. The goodwill is not deductible for tax. The Company has not disclosed pro-forma revenue and earnings attributable to DocFox as they did not have a material effect on the Company’s consolidated financial statements. Integrated Lending Technologies, LLC (“ILT”) On April 1, 2024 (the “ILT Acquisition Date”), the Company acquired all outstanding membership interests of ILT, which provides consumer loan origination software that streamlines direct and indirect lending operations. The Company acquired ILT for its complementary products. The Company has included the financial results of ILT in the unaudited condensed consolidated statements of operations from the ILT Acquisition Date. Transaction costs associated with the ILT acquisition were approximately $ 0.9 million and were recorded in general and administrative expenses. The Company paid a total of $ 19.9 million in cash on the ILT Acquisition Date, subject to a net working capital adjustment. The net working capital adjustment was finalized in July 2024, resulting in an increase to the purchase price of $ 0.1 million which was recorded to goodwill. 16 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired, and liabilities assumed were recorded at their estimated fair values at the ILT Acquisition Date. Any excess 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 fair values of assets acquired and liabilities assumed as of the ILT Acquisition Date: Fair Value Cash and cash equivalents $ 164 Accounts receivable 343 Intangible assets 8,660 Goodwill 11,111 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 240 ) Net assets acquired $ 20,038 During the fiscal year ended January 31, 2025, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are final. The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the ILT Acquisition Date: Fair Value Useful Life Trade name $ 210 1 year Customer relationships 5,870 10 years Developed technology 2,580 5 years Total intangible assets subject to amortization $ 8,660 Developed technology represents the fair value of ILT’s technology, customer relationships represent the fair value of the underlying relationships with ILT’s customers, 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. The Company has not disclosed pro-forma revenue and earnings attributable to ILT as they did not have a material effect on the Company’s consolidated financial statements. Artesian Solutions Limited (“FullCircl”) On November 5, 2024 (the “FullCircl Acquisition Date”), the Company acquired the outstanding equity interests of FullCircl, which provides an onboarding and customer lifecycle intelligence platform. The Company acquired FullCircl for its complementary products. The Company has included the financial results of FullCircl in the unaudited condensed consolidated statements of operations from the FullCircl Acquisition Date. Transaction costs associated with the FullCircl acquisition were approximately $ 3.6 million and were recorded in general and administrative expenses. The purchase consideration was $ 142.4 million, of which the Company paid a total of $ 129.2 million in cash at the FullCircl Acquisition Date. The purchase consideration includes a deferred payment of $ 15.0 million, with a present value of $ 13.2 million at the FullCircl Acquisition Date, relating to an indemnity holdback amount to be paid in 24 months following the FullCircl Acquisition Date which is included in other long-term liabilities on the unaudited condensed consolidated balance sheets. The Company will accrete the $ 1.8 million, which represents the difference between the total deferred payment and the present value, to interest expense over the two-year period using the effective interest rate methodology. 17 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) In addition, the Company issued 52,877 RSUs with an approximate fair value of $ 2.0 million to certain employees of FullCircl, which will vest over four years subject to such employees’ continued employment. The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration. The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the FullCircl Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is complete. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the FullCircl Acquisition Date: Fair Value Cash and cash equivalents $ 3,182 Accounts receivable 1,814 Property and equipment, net 66 Operating lease right-of-use assets, net 198 Other current and noncurrent assets 211 Deferred income taxes 136 Intangible assets 37,000 Goodwill 108,549 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 3,776 ) Deferred revenue, current and noncurrent ( 4,773 ) Operating lease liabilities, current and noncurrent ( 198 ) Net assets acquired $ 142,409 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. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and with the assistance of independent third-party valuations and will continue to adjust those estimates as additional information becomes available, valuations are finalized and the tax returns for the pre-acquisition period are completed. The primary areas of the acquisition accounting that remain preliminary relate to, but are not limited to, (i) finalizing the review and valuation of intangible assets (including key assumptions, inputs and estimates), (ii) finalizing the evaluation and valuation of certain legal matters and/or loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency, and (iii) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions. As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information becomes available. The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period. 18 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The following table sets forth the components of the preliminary fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the FullCircl Acquisition Date: Fair Value Useful Life Trade name $ 1,100 1 year Customer relationships 26,500 10 years Developed technology 9,400 5 years Total intangible assets subject to amortization $ 37,000 Developed technology represents the preliminary fair value of FullCircl’s technology, customer relationships represent the preliminary fair value of the underlying relationships with FullCircl’s customers, 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. Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce. The goodwill is not expected to be deductible for tax. The Company has not disclosed pro-forma revenue and earnings attributable to FullCircl as they did not have a material effect on the Company’s consolidated financial statements. Sandbox Banking On February 7, 2025 (the “Sandbox Acquisition Date”), the Company acquired the outstanding equity interests of Sandbox Banking, a digital transformation leader serving the financial services industry. The Company acquired Sandbox Banking to strengthen the Company’s ability to enhance data connectivity. The Company has included the financial results of Sandbox Banking in the 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 fair value of the consideration transferred is as follows: Fair Value Cash consideration (net of working capital adjustments) $ 53,488 Noncash consideration for settlement of preexisting contract 1,354 Contingent consideration 8,100 $ 62,942 As of April 30, 2025, the cash consideration and working capital adjustments were finalized, resulting in final net cash consideration of $ 53.5 million after working capital adjustments of $ 0.5 million. The preliminary purchase price also includes $ 8.1 million of contingent consideration whereby the Company may be required to pay up to $ 10.0 million subject to the achievement of certain targets over 18 months, subject to revision. Three earn-outs are payable based on achieving a certain increase in annual contract value, achieving connectivity between defined systems for certain customers and achieving defined development work. See Note 3 “Fair Value Measurements” for additional information on the fair value of the contingent consideration. In addition, the Company issued 91,160 RSUs, in May 2025, with an approximate fair value of $ 2.1 million to certain employees of Sandbox Banking, which will vest over four years subject to such employees’ continued employment. The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration. 19 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the Sandbox Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is complete. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the Sandbox Acquisition Date: Fair Value Cash and cash equivalents $ 3,330 Accounts receivable 1,020 Other current and noncurrent assets 106 Intangible assets 13,400 Goodwill 53,830 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 774 ) Deferred revenue, current and noncurrent ( 4,950 ) Deferred income taxes ( 3,020 ) Net assets acquired $ 62,942 Due to the timing of the transaction, initial accounting for the acquisition is not complete, and further measurement period adjustments may occur in fiscal year 2026, but no later than one year from the Sandbox Acquisition Date. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and with the assistance of independent third-party valuations and will continue to adjust those estimates as additional information becomes available, valuations are finalized and the tax returns for the pre-acquisition period are completed. The primary areas of the acquisition accounting that remain preliminary relate to, but are not limited to, (i) finalizing the review and valuation of intangible assets (including key assumptions, inputs and estimates), (ii) finalizing the Company’s review of certain assets acquired and liabilities assumed, (iii) finalizing the evaluation and valuation of certain legal matters and/or loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency, (iv) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions, and (v) finalizing the Company’s review of the acquired contracts and related contract assets and liabilities. As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information becomes available. The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period. The following table sets forth the components of the preliminary fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Sandbox Acquisition Date: Fair Value Useful Life Trade name $ 400 1 year Customer relationships 8,500 10 years Developed technology 4,500 5 years Total intangible assets subject to amortization $ 13,400 Developed technology represents the preliminary fair value of Sandbox Banking’s technology, customer relationships represent the preliminary fair value of the underlying relationships with Sandbox Banking’s customers, and trade names represent the preliminary fair value of Sandbox Banking’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. 20 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce. The goodwill is not expected to be deductible for tax. The financial results of Sandbox Banking since the Sandbox Acquisition Date are included in the Company’s unaudited condensed consolidated financial statements and are not material to the Company. The Company has not disclosed pro-forma revenue and earnings attributable to Sandbox Banking as they did not have a material effect on the Company’s consolidated financial statements. Note 7. Goodwill and Intangible Assets Goodwill The change in the carrying amounts of goodwill was as follows: Balance, January 31, 2025 $ 1,019,375 Acquisitions 53,830 Measurement period adjustments ( 10,413 ) Translation adjustments 8,360 Balance, October 31, 2025 $ 1,071,152 Intangible assets Intangible assets, net are as follows: As of January 31, 2025 As of October 31, 2025 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Developed technology $ 97,029 $ ( 49,819 ) $ 47,210 $ 102,053 $ ( 65,135 ) $ 36,918 Customer relationships 139,315 ( 33,315 ) 106,000 149,788 ( 44,240 ) 105,548 Trademarks and trade name 1,461 ( 615 ) 846 1,938 ( 1,830 ) 108 Other 1,369 ( 854 ) 515 1,369 ( 1,102 ) 267 $ 239,174 $ ( 84,603 ) $ 154,571 $ 255,148 $ ( 112,307 ) $ 142,841 The Company recognized amortization expense for intangible assets as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Cost of subscription revenues $ 4,404 $ 5,111 $ 12,926 $ 15,301 Cost of professional services and other revenues 82 — 247 165 Sales and marketing 2,871 4,040 8,215 12,115 Total amortization expense $ 7,357 $ 9,151 $ 21,388 $ 27,581 21 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 $ 142,841 The expected amortization expense is an estimate, actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets, and other events. Note 8. Stockholders’ Equity 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. Open market repurchases will be structured to occur in accordance with applicable federal securities laws. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, price, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The 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 Total number of shares repurchased — 1,423,701 — 3,996,483 Average price per share (1) $ — $ 27.71 $ — $ 25.02 Aggregate purchase price (1) $ — $ 39,454 $ — $ 100,000 (1) Excludes transaction costs and excise tax associated with the repurchases, if any. All repurchases were made in open market transactions. As of October 31, 2025, the Company had completed the purchase authorization under the Stock Repurchase Program. 22 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Stock Options Stock option activity for the nine months ended October 31, 2025 was as follows: Number of Shares Weighted Average Exercise Price Outstanding, January 31, 2025 811,602 $ 7.22 Expired or forfeited ( 1,627 ) 14.70 Exercised ( 274,046 ) 5.67 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 nine months ended October 31, 2025 was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested, January 31, 2025 6,105,459 $ 32.78 Granted 3,664,333 24.75 Vested ( 2,057,539 ) 33.71 Forfeited ( 941,732 ) 30.79 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. Employee Stock Purchase Plan The first offering period for the Employee Stock Purchase Plan (“ESPP”) began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods begin each year on January 1 and July 1. The fair value of ESPP shares during the 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, 2024 2025 Expected life (in years) 0.50 0.50 Expected volatility 38.70 % - 38.91 % 40.74 % - 46.91 % Expected dividends 0.00 % 0.00 % Risk-free interest rate 5.24 % - 5.37 % 4.25 % - 4.29 % 23 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Stock-Based Compensation Expense 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 Cost of subscription revenues $ 733 $ 804 $ 2,088 $ 2,298 Cost of professional services and other revenues 2,940 3,230 8,699 9,299 Sales and marketing 4,394 4,008 12,534 10,682 Research and development 4,208 4,096 13,720 11,896 General and administrative 5,696 6,113 15,974 18,506 Total stock-based compensation expense $ 17,971 $ 18,251 $ 53,015 $ 52,681 Note 9. Leases Operating Leases The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through December 2034, some of which include options to extend for up to one year . See Note 15 “Restructuring” regarding lease terminations in connection with the Restructuring Plan. The components of lease expense were as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Operating lease expense $ 1,418 $ 1,094 $ 4,144 $ 3,916 Variable lease expense 657 704 1,927 1,999 Short-term lease expense 41 58 189 185 Sublease income ( 232 ) — ( 232 ) ( 174 ) Total lease expense $ 1,884 $ 1,856 $ 6,028 $ 5,926 Supplemental cash flow information related to operating leases were as follows: Nine Months Ended October 31, 2024 2025 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,236 $ 3,927 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. 24 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 Total lease liabilities 17,972 Less: imputed interest ( 3,708 ) Total lease obligations 14,264 Less: current obligations ( 4,124 ) Long-term lease obligations $ 10,140 Note 10. Revolving Credit Facility On February 11, 2022, the Company entered into a Credit Agreement (the “2022 Credit Agreement”), by and among the Company, nCino OpCo (the “Borrower”), certain subsidiaries of the Company as guarantors, and Bank of America, N.A. as lender (the “Lender”), pursuant to which the Lender provided to the Borrower a senior secured revolving credit facility of up to $ 50.0 million (the “2022 Credit Facility”). The 2022 Credit Facility included borrowing capacity available for letters of credit subject to a sublimit of $ 7.5 million. Any issuance of letters of credit would have reduced the amount available under the 2022 Credit Facility. The Company was also required to maintain at least $ 5.0 million of the Company’s cash and/or marketable securities with the Lender. On February 9, 2024, the Company entered into a First Amendment to extend the existing maturity date of the 2022 Credit Facility provided for under the 2022 Credit Agreement to February 11, 2025. On March 17, 2024, the Company entered into the Second Amendment which increased our borrowing availability to $ 100.0 million and extended the existing maturity date of the 2022 Credit Facility to March 17, 2029. Borrowings under the 2022 Credit Facility accrued interest, at the Borrower’s option, at: (i) a base rate equal to the greatest of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50 %, and (c) the Term SOFR rate plus 1.00 % (provided that the base rate shall not be less than 0.00 %), plus a margin of 1.3125 %; or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00 %), plus a margin of 2.3125 %, in each case with such margin subject to a step down based on achievement of a certain leverage ratio. The Company was also required to pay an unused commitment fee to the Lender of 0.30 % of the average daily unutilized commitments (with a step down based on achievement of a certain leverage ratio). The Company was also required to pay customary letter of credit fees. On October 28, 2024, the Company terminated the 2022 Credit Agreement above and entered into a new Credit Agreement (the “2024 Credit Agreement”), by and among the Company, nCino OpCo, Inc. (the “Borrower”), certain subsidiaries of the Company as guarantors, the lenders party thereto (the “Lenders”) and Bank of America, N.A. as administrative agent (the “Agent”). The 2024 Credit Agreement includes a senior secured revolving credit facility of up to $ 250.0 million (the “2024 Credit Facility”) with a maturity date of October 28, 2029. The 2024 Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $ 45.0 million. Any issuances of letters of credit will reduce the amount available under the 2024 Credit Facility. Borrowings under the 2024 Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greatest of (a) the Agent’s “prime rate,” (b) the federal funds rate plus 0.50 %, and (c) the Term SOFR rate plus 1.00 % (provided that the base rate shall not be less than 0.00 %), plus a margin of 1.00 %; or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00 %), plus a margin of 2.00 %, in each case with such margin subject to step ups based on 25 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) certain leverage ratios. The Company is also required to pay an unused commitment fee to the Lenders of 0.25 % of the average daily unutilized commitments (with step ups based on certain leverage ratios). The Company must also pay customary letter of credit fees. The Company may repay amounts borrowed 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 ended 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 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. 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 October 31, 2025, respectively. 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. Note 11. Commitments and Contingencies In addition to the operating lease commitments described in Note 9 “Leases,” the Company has additional contractual commitments as described further below. Purchase Commitments The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business. Financing Obligations The Company’s financing obligations consist of leases for the Company’s headquarters and parking deck in which the Company is deemed the owner of for accounting purposes. The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised. 26 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 — — Total $ 185,334 $ 5,127 Residual financing obligations and assets 49,617 Less: amount representing interest ( 3,137 ) Financing obligations $ 51,607 A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations. The weighted-average discount rate for the Company’s financing obligations as of October 31, 2025 was 5.7 %. Indemnification In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. The Company has not accrued any material liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements. Legal Proceedings From time to time, the Company is involved in legal proceedings or is subject to claims arising in the ordinary course of business. In the opinion of management of the Company, however, there are no proceedings or claims pending against the Company that we believe are likely to have a material adverse effect on the Company. Other Commitments and Contingencies The Company may be subject to audits related to its non-income taxes by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Company accrues for any assessments if deemed probable and estimable. Note 12. Related-Party Transactions On November 1, 2022, the Company’s wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) (“Zest AI”), a private company, and is included in investments on the Company’s 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. At the time of this transaction, Zest AI was no longer considered a related party. 27 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 13. Basic and Diluted Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to nCino, Inc. by the weighted-average number of common shares outstanding for the fiscal period, net of treasury stock. Diluted net income (loss) per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, 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. 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 net income (loss) per share: Numerator Net income (loss) attributable to nCino, Inc. $ ( 5,252 ) $ 6,539 $ ( 19,268 ) $ ( 3,156 ) Denominator Weighted-average common shares outstanding 115,611,833 114,407,430 114,970,622 113,594,540 Basic net income (loss) per share attributable to nCino, Inc. $ ( 0.05 ) $ 0.06 $ ( 0.17 ) $ ( 0.03 ) Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Diluted net income (loss) per share: Numerator Net income (loss) attributable to nCino, Inc. $ ( 5,252 ) $ 6,539 $ ( 19,268 ) $ ( 3,156 ) Denominator 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, 2024 2025 Stock options issued and outstanding 920,412 535,929 Nonvested RSUs issued and outstanding 6,367,467 6,770,521 Shares issuable pursuant to the ESPP 77,914 88,428 28 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 14. Segment Information The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews financial information on a consolidated basis. The Company brings together people and data to enable financial institutions to enhance strategic decision-making, risk management, and customer satisfaction through the selection of intelligent solutions provided by the nCino Platform as a SaaS company. As such, the Company has one operating and reportable segment. The CODM uses consolidated net income (loss) in deciding how to make operating decisions, allocate resources, and assess performance, 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 October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Revenues $ 138,797 $ 152,163 $ 399,287 $ 445,115 Less: Adjusted cost of revenues (1) 45,586 49,332 134,896 148,581 Adjusted sales and marketing expense (1) 22,464 24,984 68,738 78,753 Adjusted research and development expense (1) 28,831 25,211 83,571 80,937 Adjusted general and administrative expense (1) 13,874 12,777 40,297 42,145 Interest income ( 482 ) ( 339 ) ( 1,408 ) ( 1,269 ) Interest expense 1,653 4,335 4,965 13,229 Adjusted other (income) expense, net (2) 208 ( 21 ) 236 ( 1,885 ) Other segment items (3) 28,226 27,964 84,104 78,663 Income tax provision (benefit) 2,589 ( 695 ) 1,360 5,048 Net income (loss) $ ( 4,152 ) $ 8,615 $ ( 17,472 ) $ 913 (1) Cost of revenue, sales and marketing expense, research and development expense, and general and administrative expense in the consolidated statements of operations, adjusted to exclude amortization of intangible assets, stock-based compensation expense, acquisition-related expenses, certain litigation expenses, and restructuring and related charges, if any. (2) Beginning in the first quarter of fiscal 2026, other (income) expense, net in the consolidated statements of operations, adjusted to exclude intercompany foreign currency exchange gains or losses from the remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity. Prior period amounts recast to conform to the current presentation. (3) Other segment items are the adjustments described in the notes above. Revenues by geographic region were as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 United States $ 109,191 $ 118,604 $ 316,357 $ 346,461 United Kingdom 13,248 18,272 39,134 55,146 Other 16,358 15,287 43,796 43,508 $ 138,797 $ 152,163 $ 399,287 $ 445,115 Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. For the three and nine months ended October 31, 2024 and 2025, only the United Kingdom, in addition to the United States, represented 10% or more of total revenues for the periods presented. 29 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Long-lived assets, which consist of property and equipment, net and operating lease right-of-use assets, net by geographic region were as follows: As of January 31, 2025 As of October 31, 2025 United States $ 79,115 $ 71,187 United Kingdom 9,760 16,228 Other 2,104 1,846 $ 90,979 $ 89,261 Note 15. Restructuring In the second quarter of fiscal 2026, the Company announced a workforce reduction of approximately 7 % and office space reductions in certain markets (collectively, the “Restructuring Plan”) in furtherance of its efforts to improve operational efficiencies. The Company substantially completed the 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. Severance costs generally include severance payments, out placement services, health insurance coverage and employer tax liabilities. Exit costs primarily consist of lease exit and contract termination costs. Lease termination costs include $ 1.7 million in lease termination payments, offset by a $ 0.6 million gain to derecognize the operating 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 Cost of subscription revenues $ 426 $ 53 $ 17 $ 496 Cost of professional services and other revenues 537 139 46 722 Sales and marketing 1,288 128 42 1,458 Research and development 3,732 221 73 4,026 General and administrative 1,080 1,192 1,155 3,427 Total restructuring charges $ 7,063 $ 1,733 $ 1,333 $ 10,129 The activity of the Restructuring Plan liabilities was as follows: Balance at January 31, 2025 $ — Charges incurred 10,129 Cash payments ( 8,043 ) Non-cash items ( 674 ) Balance at October 31, 2025 $ 1,412 Restructuring Plan liabilities are included in our unaudited condensed consolidated balance sheets as follows: As of October 31, 2025 Included in accrued expenses and other current liabilities $ 1,104 Included in other long-term liabilities 308 Total $ 1,412 30 Table of Contents