What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-04-01 · 528 added, 351 removed, 1005 unchanged (47% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income ( L oss)

Consolidated Statements of Stockholders ’ Equity

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of nCino, Inc.

(the Company) as of January 31, 2024 and 2025, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”) .

(the Company) as of January 31, 2025 and 2026, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”) .

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2025 and 2026, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 1, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 31, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

29 unchanged sentences

Raleigh, North Carolina

April 1, 2025

March 31, 2026

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of DocFox, Inc.

acquired on March 20, 2024, Integrated Lending Technologies, LLC acquired on April 1, 2024 and Artesian Solutions Limited (“FullCircl”) on November 5, 2024 (together the “acquired entities”), which are included in the fiscal 2025 consolidated financial statements of the Company and on a combined basis accounted for approximately 0.7% and 0.1% of total and net assets, respectively, as of January 31, 2025 and 1.9% and 2.5% of revenues and net loss, respectively for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of acquired entities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of January 31, 2024 and 2025, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes and our report dated April 1, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of January 31, 2025 and 2026, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and our report dated March 31, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Raleigh, North Carolina

April 1, 2025

March 31, 2026

CONSOLIDATED BALANCE SHEETS

3 unchanged sentences

Cash and cash equivalents (VIE:

$ 2,277 and $ 2,254 at January 31, 2024 and January 31, 2025, respectively)

$ 2,254 and $ 3,421 at January 31, 2025 and 2026, respectively)

$ 120,928 $ 88,374

Accounts receivable, less allowances of $ 1,451 and $ 1,229 at January 31, 2024 and January 31, 2025, respectively

Accounts receivable, less allowances of $ 1,229 and $ 2,825 at January 31, 2025 and 2026, respectively

146,787 166,540

7 unchanged sentences

Intangible assets, net 154,571 135,658

Investments (related party $ 2,500 at January 31, 2024 and January 31, 2025)

Investments (related party $ 2,500 and $ 0 at January 31, 2025 and 2026, respectively)

Long-term prepaid expenses and other assets 10,178 14,707

3 unchanged sentences

Accounts payable $ 13,640 $ 14,521

Accrued compensation and benefits 16,283 23,626

Accrued expenses and other current liabilities 39,865 64,372

14 unchanged sentences

Preferred stock, $ 0.001 par value;

10,000,000 shares authorized, and none issued and outstanding as of January 31, 2024 and January 31, 2025

10,000,000 shares authorized, and none issued and outstanding as of January 31, 2025 and 2026

Common stock, $ 0.0005 par value;

500,000,000 shares authorized as of January 31, 2024 and January 31, 2025;

113,684,299 and 115,996,852 shares issued and outstanding as of January 31, 2024 and January 31, 2025, respectively

500,000,000 shares authorized as of January 31, 2025 and 2026;

115,996,852 and 118,868,921 shares issued;

115,996,852 and 113,904,867 outstanding as of January 31, 2025 and 2026, respectively

Treasury stock, at cost;

0 and 4,964,054 shares at January 31, 2025 and January 31, 2026, respectively

— ( 125,600 )

Additional paid-in capital 1,474,413 1,550,187

21 unchanged sentences

Total operating expenses 324,585 342,919 356,442

Loss from operations ( 94,013 ) ( 39,512 ) ( 18,131 )

Income (loss) from operations ( 39,512 ) ( 18,131 ) 3,727

Non-operating income (expense)

1 unchanged sentence

Interest expense ( 4,135 ) ( 8,763 ) ( 17,457 )

Other expense, net ( 1,356 ) ( 856 ) ( 10,427 )

Loss before income taxes ( 97,773 ) ( 41,936 ) ( 35,560 )

Other income (expense), net ( 856 ) ( 10,427 ) 19,008

Income (loss) before income taxes ( 41,936 ) ( 35,560 ) 6,707

Income tax provision (benefit) 1,590 ( 2,511 ) ( 2,996 )

Net loss ( 101,844 ) ( 43,526 ) ( 33,049 )

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

Net income (loss) ( 43,526 ) ( 33,049 ) 9,703

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

( 1,109 ) ( 472 ) 141

1 unchanged sentence

( 71 ) 5,301 4,382

Net loss attributable to nCino, Inc.

Net income (loss) attributable to nCino, Inc.

$ ( 42,346 ) $ ( 37,878 ) $ 5,180

Net loss per share attributable to nCino, Inc.:

Basic and diluted $ ( 0.93 ) $ ( 0.38 ) $ ( 0.33 )

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

Basic $ ( 0.38 ) $ ( 0.33 ) $ 0.05

Diluted $ ( 0.38 ) $ ( 0.33 ) $ 0.05

Weighted average number of common shares outstanding:

Basic and diluted 110,615,734 112,672,397 115,162,175

Basic 112,672,397 115,162,175 112,883,703

Diluted 112,672,397 115,162,175 114,346,567

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

1 unchanged sentence

2024 2025 2026

Net loss $ ( 101,844 ) $ ( 43,526 ) $ ( 33,049 )

Net income (loss) $ ( 43,526 ) $ ( 33,049 ) $ 9,703

Other comprehensive income (loss):

1 unchanged sentence

Other comprehensive income (loss) 315 ( 813 ) 6,868

Comprehensive loss ( 101,272 ) ( 43,211 ) ( 33,862 )

Less comprehensive loss attributable to redeemable non-controlling interest:

Net loss attributable to redeemable non-controlling interest ( 1,119 ) ( 1,109 ) ( 472 )

Comprehensive income (loss) ( 43,211 ) ( 33,862 ) 16,571

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

Net income (loss) attributable to redeemable non-controlling interest ( 1,109 ) ( 472 ) 141

Foreign currency translation attributable to redeemable non-controlling interest 13 7 2

Comprehensive loss attributable to redeemable non-controlling interest ( 1,313 ) ( 1,096 ) ( 465 )

Comprehensive loss attributable to nCino, Inc.

Comprehensive income (loss) attributable to redeemable non-controlling interest ( 1,096 ) ( 465 ) 143

Comprehensive income (loss) attributable to nCino, Inc.

$ ( 42,115 ) $ ( 33,397 ) $ 16,428

2 unchanged sentences

(In thousands, except share data)

Common Stock Additional

Capital Other

Common Stock Treasury Stock Additional

Capital Accumulated Other

Comprehensive

1 unchanged sentence

Deficit Total

Shares Amount

Shares Amount Shares Amount

Balance, January 31, 2023 111,424,132 $ 56 — $ — $ 1,333,669 $ 694 $ ( 310,341 ) $ 1,024,078

10 unchanged sentences

Stock-based compensation — — — — 71,570 — — 71,570

Other comprehensive income — — — 302 — 302

Other comprehensive loss — — — — — ( 820 ) — ( 820 )

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 5,301 ) — ( 32,577 ) ( 37,878 )

3 unchanged sentences

Stock issuance under the employee stock purchase plan 184,202 — — — 4,218 — — 4,218

Common stock repurchases under stock repurchase programs — — 4,964,054 ( 125,600 ) — — — ( 125,600 )

Stock-based compensation — — — — 73,958 — — 73,958

Other comprehensive loss — — — ( 820 ) — ( 820 )

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — ( 5,301 ) — ( 32,577 ) ( 37,878 )

Other comprehensive income — — — — — 6,866 — 6,866

Net income attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 4,382 ) — 9,562 5,180

Balance, January 31, 2026 118,868,921 $ 59 4,964,054 $ ( 125,600 ) $ 1,550,187 $ 7,042 $ ( 375,773 ) $ 1,055,915

5 unchanged sentences

Cash flows from operating activities

Net loss attributable to nCino, Inc.

Net income (loss) attributable to nCino, Inc.

$ ( 42,346 ) $ ( 37,878 ) $ 5,180

Net loss and adjustment attributable to redeemable non-controlling interest 876 ( 1,180 ) 4,829

Net loss ( 101,844 ) ( 43,526 ) ( 33,049 )

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

Net income (loss) and adjustment attributable to redeemable non-controlling interest ( 1,180 ) 4,829 4,523

Net income (loss) ( 43,526 ) ( 33,049 ) 9,703

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

Depreciation and amortization 45,264 36,345 42,255

3 unchanged sentences

Stock-based compensation 58,035 71,592 73,884

Change in fair value of contingent consideration — — 1,600

Deferred income taxes ( 2,340 ) ( 7,118 ) ( 6,187 )

Provision for bad debt 1,081 85 1,716

Net foreign currency losses 1,548 670 8,675

Unrealized gain on investment — ( 263 ) —

Net foreign currency (gains) losses 670 8,675 ( 16,273 )

Gains on investments ( 263 ) — ( 1,652 )

Loss on disposal of long-lived assets 150 35 463

8 unchanged sentences

Other long-term liabilities — 1,445 582

Net cash provided by (used in) operating activities ( 15,381 ) 57,285 55,199

Net cash provided by operating activities 57,285 55,199 90,065

Cash flows from investing activities

3 unchanged sentences

Proceeds from sale of property and equipment 43 — —

Purchase of investments (related party $ 2,500 , $ 0 , and $ 0 , respectively)

Purchase of investments

( 2,500 ) — —

Sale of investment — — 3,684

Net cash used in investing activities ( 6,328 ) ( 219,177 ) ( 54,080 )

1 unchanged sentence

Investment from redeemable non-controlling interest 983 — —

Repurchases of common stock — — ( 125,097 )

Proceeds from borrowings on revolving credit facility — 241,000 112,500

6 unchanged sentences

Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash 182 ( 2,677 ) 4,465

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 981 ) 30,026 3,823

Cash, cash equivalents, and restricted cash, beginning of period 88,399 87,418 117,444

Cash, cash equivalents, and restricted cash, end of period $ 87,418 $ 117,444 $ 121,267

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

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

2 unchanged sentences

2024 2025 2026

Net increase (decrease) in cash, cash equivalents, and restricted cash 30,026 3,823 ( 32,582 )

Cash, cash equivalents, and restricted cash, beginning of period 87,418 117,444 121,267

Cash, cash equivalents, and restricted cash, end of period $ 117,444 $ 121,267 $ 88,685

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

Cash and cash equivalents $ 112,085 $ 120,928 $ 88,374

Restricted cash included in prepaid expenses and other current assets — — 142

Restricted cash included in long-term prepaid expenses and other assets 5,359 339 169

1 unchanged sentence

Supplemental disclosure of cash flow information

Cash paid for taxes, net of refunds $ 664 $ 3,165 $ 3,565

Cash paid for interest $ 4,315 $ 8,745 $ 15,977

Supplemental disclosure of noncash investing and financing activities

Building-leased facility acquired through financing obligation $ 22,402 $ — $ —

Fair value of contingent consideration in connection with business acquisition in accrued expenses and other current liabilities $ — $ — $ 8,100

Measurement period adjustment relating to business acquisitions $ — $ — $ 10,018

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

Accrued purchase price related to acquisitions $ — $ 13,155 $ —

Measurement period adjustment relating to business acquisition $ 1,285 $ — $ —

Excise tax on repurchases of common stock $ — $ — $ 503

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

3 unchanged sentences

Description of Business:

and its wholly-owned subsidiaries, collectively the Company, is a software-as-a-service ("SaaS") company that provides software solutions to financial institutions to streamline employee and client interactions.

The Company is headquartered in Wilmington, North Carolina and has various locations in the United States, North America, Europe, Asia Pacific and South Africa.

nCino, Inc., together with its subsidiaries (collectively “the Company”), is a cloud banking company that provides software solutions to financial institutions to streamline employee and client interactions.

The Company is headquartered in Wilmington, North Carolina and has various locations in the U.S., North America, Europe, Asia Pacific, and South Africa.

Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “nCino,” and the “Company” refer to nCino, Inc.

12 unchanged sentences

fair value of assets acquired and liabilities assumed for business combinations;

fair value of contingent consideration;

the useful lives of intangible assets;

9 unchanged sentences

The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable.

The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2024 and January 31, 2025.

The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2025 and 2026.

The Company maintains its cash, cash equivalents, and restricted cash with high-credit-quality financial institutions.

As of January 31, 2024 and January 31, 2025, no individual customer represented more than 10% of accounts receivable.

As of January 31, 2025 and 2026, no individual customer represented more than 10% of accounts receivable.

For the fiscal years ended January 31, 2024, 2025, and 2026, no individual customer represented more than 10% of the Company’s total revenues.

17 unchanged sentences

Generally, the Company’s subscription contracts are three to five years in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions.

mortgage contracts are generally billed monthly in advance.

mortgage contracts are generally billed monthly.

Subscription arrangements that are cancelable generally have penalty clauses.

15 unchanged sentences

The Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year.

The capitalized amounts are subsequently amortized over the estimated life of the contract.

The capitalized amounts are subsequently amortized over the estimated period of benefit.

Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force.

11 unchanged sentences

Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations.

Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size.

Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.

SSP is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size.

Where SSP may not be directly observable, the Company estimates SSP using readily available information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.

At times, the Company provides credits or incentives to its customers.

2 unchanged sentences

The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2026.

Principal vs.

Agent Considerations

The Company evaluates whether it is the principal or agent with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions.

2 unchanged sentences

The Company has determined that, generally, the Company is acting as the principal and reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues.

The Company has a reseller agreement in place with our largest vendor to utilize their platform and to develop the Company’s cloud-based banking software as an application within their hosted environment.

This agreement was amended during fiscal 2024 extending its term through January 31, 2031, and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term.

Deferred Revenue:

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits.

Deferred revenue is recognized as revenue recognition criteria has been met.

Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancelable and non-refundable committed funds and deposits.

Deferred revenue is recognized as revenue recognition criteria have been met.

Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period.

The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size, and new business linearity.

Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements.

Deferred revenue that will be recognized during the succeeding 12-month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets.

Deferred revenue does not represent the total contract value of annual or multi-year non-cancelable subscription agreements.

Deferred revenue that will be recognized during the succeeding 12-month period is recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days.

2 unchanged sentences

Any implied financing costs are considered insignificant in the context of the Company’s contracts.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Cash and Cash Equivalents:

2 unchanged sentences

Restricted Cash:

Restricted cash primarily consisted of a minimum cash balance the Company maintained with a lender under the Company's revolving credit facility for fiscal year 2024.

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.

Restricted cash is included in long-term prepaid expenses and other assets at January 31, 2024 and January 31, 2025 on the consolidated balance sheets.

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 January 31, 2026.

Restricted cash is included in long-term prepaid expenses and other assets on the consolidated balance sheet at January 31, 2025 and in prepaid expenses and other current assets and long-term prepaid expenses and other assets at January 31, 2026 in the consolidated balance sheet.

Accounts Receivable and Allowances:

4 unchanged sentences

The Company’s standard billing terms are annual in advance, while U.S.

mortgage standard billing terms are monthly in advance.

mortgage standard billing terms are monthly.

An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period.

18 unchanged sentences

The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use.

The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases.

The Company accounts for lease and non-lease components as a single

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

lease component for its facilities and equipment leases.

The Company did not have any finance leases as of January 31, 2025 or January 31, 2026.

1 unchanged sentence

The lease term reflects the non-cancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option.

Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

are expensed as incurred.

If an implicit rate is not readily determined by the Company's leases, the Company uses its incremental borrowing rate in determining the present value of the lease payments.

Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred.

If an implicit rate is not readily determinable from the Company’s leases, the Company uses its incremental borrowing rate in determining the present value of the lease payments.

Lease expense is recognized on a straight-line basis over the lease term.

29 unchanged sentences

The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances, and our share price.

If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired.

If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired.

If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount.

1 unchanged sentence

An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit.

There is no goodwill impairment for the fiscal years ended January 31, 2023, 2024, and 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

There was no goodwill impairment for the fiscal years ended January 31, 2024, 2025, and 2026.

Variable Interest Entity:

8 unchanged sentences

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.

which 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.

23 unchanged sentences

Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination.

1 unchanged sentence

Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Investments :

2 unchanged sentences

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 the Company's consolidated statement of operations.

Gains or losses resulting from observable price changes are recognized currently in Other income (expense), net on the Company’s consolidated statement 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.

5 unchanged sentences

Cost of subscription and support revenues consists of costs related to hosting the Company’s software solutions and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support.

Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors.

Cost of professional services and other revenues consists of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors.

Allocated overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense.

5 unchanged sentences

Research and development costs are expensed as incurred.

Treasury Stock:

We account for treasury stock under the cost method and present treasury stock, including any applicable commissions, fees or excise taxes, as a component of stockholders’ equity in the consolidated balance sheets and statements of stockholders’ equity.

Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses.

Advertising expenses are recorded in sales and marketing expenses in the consolidated statements of operations and were $ 8.7 million, $ 7.7 million, and $ 8.7 million for the fiscal years ended January 31, 2023, 2024, and 2025, respectively.

Advertising expenses are recorded in sales and marketing expenses in the Company’s consolidated statements of operations and were $ 7.7 million, $ 8.7 million, and $ 12.3 million for the fiscal years ended January 31, 2024, 2025, and 2026, respectively.

Income Taxes:

5 unchanged sentences

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements.

3 unchanged sentences

When and if applicable, potential interest and penalties are accrued as incurred, within the income tax provision.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Other Comprehensive Income (Loss):

3 unchanged sentences

Adjustments resulting from translating foreign functional currency financial statements into U.S.

dollars are recorded as a separate component on the consolidated statements of comprehensive loss recorded in foreign currency translation line item.

dollars are recorded as a separate component on the Company’s consolidated statements of comprehensive income (loss) recorded in the foreign currency translation line item.

All assets and liabilities denominated in a foreign currency are translated into U.S.

2 unchanged sentences

Equity transactions are translated using historical exchange rates.

Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in other expense, net in the consolidated statements of operations and were $( 1.4 ) million, $( 1.2 ) million, and $( 10.5 ) million for the fiscal years ended January 31, 2023, 2024, and 2025, respectively, primarily related to various intercompany loans.

Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in other income (expense), net in the Company’s consolidated statements of operations and were $( 1.2 ) million, $( 10.5 ) million, and $ 17.3 million for the fiscal years ended January 31, 2024, 2025, and 2026, respectively, primarily related to remeasurement of various intercompany loans.

Stock-Based Compensation:

As further described in Note 10 "Stock-Based Compensation," the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation.

As further described in Note 8 “Stockholders’ Equity and Stock-Based Compensation,” the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation.

The Company establishes fair value as the measurement objective in accounting for share-based payment transactions with employees and recognizes expense on a straight-line basis, net of estimated forfeitures, over the applicable vesting period.

The estimated forfeiture rate applied is based on historical forfeiture rates.

Basic and Diluted Loss per Common Share:

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

by the weighted-average number of shares of common stock outstanding for the period.

Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the Employee Stock Purchase Plan (the "ESPP") when determining the weighted-average number of common shares outstanding.

For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.

Basic and Diluted Net Income (Loss) per Common Share:

Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to nCino, Inc.

by the weighted-average number of shares of common stock outstanding for the period, net of treasury stock.

Diluted net income (loss) per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the Employee Stock Purchase Plan (the “ESPP”) when determining the weighted-average number of common shares outstanding.

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 net income (loss) per share when there is a net loss because inclusion of potentially issuable shares would be anti-dilutive.

Recently Adopted Accounting Pronouncements:

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The guidance includes amendments to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for fiscal years beginning after December 15, 2023 on a retrospective basis, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 for the fiscal year ended January 31, 2025 on a retrospective basis.

See Note 19 "Segment Information" for additional information.

Recent Accounting Pronouncements Not Yet Adopted:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

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.

The Company adopted ASU 2023-09 for the fiscal year ended January 31, 2026, and applied the new disclosure requirements prospectively to the current annual period.

Prior period disclosures have not been adjusted to reflect the new disclosure requirements.

See Note 9 “Income Taxes” for further detail.

Recent Accounting Pronouncements Not Yet Adopted:

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, on a prospective basis with the option to apply the ASU retrospectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, on a prospective basis with the option to apply the ASU retrospectively.

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 our annual and interim period reporting beginning in fiscal year 2027 on a prospective basis.

The Company does not expect this standard to have a material impact 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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which intends to improve the navigability of the required interim disclosures and clarify when it applies.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

ASU 2025-11 does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.

The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 with the option to apply the guidance prospectively or retrospectively.

Early adoption is permitted.

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

Variable Interest Entity and Redeemable Non-Controlling Interest

1 unchanged sentence

and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

focused on the distribution of the Company’s products in Japan.

which 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.

4 unchanged sentences

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 consolidated balance sheets.

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

Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the relative revenues of nCino K.K.

and the Company and may be settled, at the Company’s discretion, with the Company’s stock or cash or a combination of the foregoing.

As a result of the put right available to the Investors, the redeemable non-controlling interest in nCino K.K.

is classified outside of permanent equity in the Company’s consolidated balance sheets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Fiscal Year Ended January 31,

2 unchanged sentences

Investment by redeemable non-controlling interest 983 — —

Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 1,119 ) ( 1,109 ) ( 472 )

Net income (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 1,109 ) ( 472 ) 141

Foreign currency translation 13 7 2

2 unchanged sentences

Balance, end of period $ 3,428 $ 8,286 $ 12,737

(1) nCino K.K.

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

4 unchanged sentences

Significant other inputs that are directly or indirectly observable in the marketplace.

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, 2024 and January 31, 2025 because of the relatively short duration of these instruments.

Significant unobservable inputs that 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 2026 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 evaluates 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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, 2024 and January 31, 2025 and indicates the fair value hierarchy of the valuation:

Company’s financial assets measured at fair value as of January 31, 2025 and 2026 and indicates the fair value hierarchy of the valuation:

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

6 unchanged sentences

Money market accounts (included in cash and cash equivalents) $ 10,588 $ — $ —

Time deposits (included in prepaid expenses and other current assets) 142 — —

Time deposits (included in long-term prepaid expenses and other assets) 169 — —

Total assets $ 10,899 $ — $ —

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.

Contingent consideration (included in accrued expenses and other current liabilities) $ — $ — $ 9,700

Total liabilities $ — $ — $ 9,700

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 1,600

Balance, January 31, 2026 $ 9,700

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 consolidated statements of operations.

The unobservable inputs used in the valuation as of January 31, 2026 included an expected payment in the first half of fiscal 2027, a weighted average expected achievement percentage of 100.0 %, and a discount rate of 6.7 %.

There were no transfers between levels of the fair value hierarchy during the fiscal years ended January 31, 2025 and 2026.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Fair value changes were immaterial for the years ended January 31, 2023, 2024 and 2025.

Unrealized gains as a result of an observable price change were $ 0.2 million, $ 0.0 million, and $ 0.5 million for the fiscal years ended January 31, 2024, 2025, and 2026, respectively.

Cumulative unrealized gains were $ 0.7 million for investments accounted for under the measurement alternative as of January 31, 2026.

There was no impairment recognized for the fiscal years ended January 31, 2024, 2025, and 2026.

In March 2025, we recorded a realized gain of $ 1.2 million from the sale of one of these investments.

See Note 16 "Related-Party Transactions" and Note 20 "Subsequent Events" for additional information.

Realized gains from the sale of an investment reflect 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, $ 0.0 million, and $ 1.2 million for the fiscal years ended January 31, 2024, 2025, and 2026, respectively.

See Note 14 “Related-Party Transactions” for additional information on the sale of an investment.

Disaggregation of Revenue

12 unchanged sentences

Total Revenue $ 476,543 $ 540,657 $ 594,781

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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

Contract Amounts

Accounts Receivable

Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2024 and January 31, 2025:

Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2025 and 2026:

As of January 31,

6 unchanged sentences

Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer and $ 5.0 million from acquisitions, which were offset by decreases due to revenues recognized in the period.

During the fiscal year ended January 31, 2025, $ 170.5 million of revenues were recognized out of the deferred revenue balance as of January 31, 2024.

Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods.

Transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates.

During the fiscal year

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

ended January 31, 2026, $ 191.1 million of revenues were recognized out of the deferred revenue balance as of January 31, 2025.

Transaction price allocated to the remaining performance obligations represents contracted revenues that have not yet been recognized, which include both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods.

Transaction price allocated to the remaining performance obligations is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates.

The Company applies practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, and any estimated amounts of variable consideration that are subject to constraint.

Remaining performance obligations were $ 1.3 billion as of January 31, 2026.

The Company expects to recognize approximately 67 % of its remaining performance obligation as revenues in the next 24 months, approximately 27 % more in the following 25 to 48 months, and the remainder thereafter.

The Company expects to recognize approximately 66 % of its remaining performance obligations as revenues in the next 24 months, approximately 28 % in the following 25 to 48 months, and the remainder thereafter.

Costs Capitalized to Obtain Revenue Contracts

During the fiscal years ended January 31, 2024, 2025, and 2026, the Company amortized $ 9.9 million, $ 12.0 million, and $ 15.1 million of capitalized contract acquisition costs within sales and marketing expense, respectively.

The Company did not incur any impairment losses.

Capitalized contract acquisition costs were $ 28.0 million and $ 37.2 million as of January 31, 2024 and January 31, 2025, of which $ 17.4 million and $ 23.7 million was long-term in the consolidated balance sheets, respectively.

The Company did not incur any impairment losses during these periods.

Capitalized contract acquisition costs were $ 37.2 million and $ 47.9 million as of January 31, 2025 and 2026, of which $ 23.7 million and $ 30.7 million were long-term in the consolidated balance sheets, respectively.

The remaining balance of the capitalized costs to obtain contracts was current.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Property and Equipment

Balance Sheet Components

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following:

As of January 31,

Prepaid expenses $ 19,729 $ 19,246

Other current assets 1,343 2,132

Prepaid expenses and other current assets $ 21,072 $ 21,378

Property and equipment, net

Property and equipment, net consisted of the following:

5 unchanged sentences

Construction in progress 627 —

104,337 103,957

Total property and equipment, gross 103,957 105,423

Less accumulated depreciation ( 29,004 ) ( 29,816 )

$ 79,145 $ 74,953

Total property and equipment, net $ 74,953 $ 75,607

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company recognized depreciation expense as follows:

7 unchanged sentences

Total depreciation expense $ 8,038 $ 6,252 $ 5,796

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

As of January 31,

Accrued compensation and benefits $ 23,626 $ 24,797

Accrued expenses 16,239 15,567

Purchase consideration deferred payment — 14,308

Contingent consideration liability — 9,700

Accrued expenses and other current liabilities $ 39,865 $ 64,372

Business Combinations

1 unchanged sentence

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 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 for the fiscal year ended January 31, 2025.

The Company has included the financial results of DocFox in the Company’s consolidated statements of operations from the DocFox Acquisition Date.

The Company paid a total of $ 74.3 million in cash as of the DocFox Acquisition Date.

1 unchanged sentence

The $ 6.2 million fair value of the DocFox common stock options was allocated between consideration transferred and post combination expense in the amounts of $ 4.2 million and $ 2.0 million, respectively.

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

The $ 2.0 million is included within general and administrative expense for the fiscal year ended January 31, 2025.

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

The estimated fair value of the consideration transferred was $ 72.4 million on the DocFox Acquisition Date.

In addition, the Company issued 198,505 RSUs with an approximate fair value of $ 6.1 million to certain employees of DocFox, which will vest over four years subject to such employees' continued employment.

In addition, the Company issued 198,505 Restricted Stock Units (“RSUs”) with an approximate fair value of $ 6.1 million to certain employees of DocFox, which will vest over four years subject to such employees’ continued employment.

The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration.

NOTES TO 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 DocFox Acquisition Date.

1 unchanged sentence

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 DocFox Acquisition Date, including measurement period adjustments:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Cash and cash equivalents $ 1,400

9 unchanged sentences

Net assets acquired $ 72,365

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 DocFox Acquisition Date.

The area of the acquisition that remains preliminary relates to 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.

During the first quarter of the fiscal year ended January 31, 2026, 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:

4 unchanged sentences

Total intangible assets subject to amortization $ 24,600

Developed technology represents the fair value of DocFox's technology.

Customer relationships represent the fair value of the underlying relationships with DocFox's customers.

Trade names represents the fair value of DocFox’s company name.

Developed technology represents the fair value of DocFox’s technology, customer relationships represent the fair value of the underlying relationships with DocFox’s customers, and trade name 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 financial results of DocFox since the DocFox Acquisition Date through January 31, 2025 are included in the Company's consolidated financial statements and are not material to the Company.

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”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 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 for the fiscal year ended January 31, 2025.

The Company has included the financial results of ILT in the Company’s 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 on the Company’s consolidated statements of operations.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1 unchanged sentence

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

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

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

Cash and cash equivalents $ 164

4 unchanged sentences

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 now final.

4 unchanged sentences

Total intangible assets subject to amortization $ 8,660

Developed technology represents the estimated fair value of ILT’s technology.

Customer relationships represent the estimated fair value of the underlying relationships with ILT’s customers.

Trade name represents the estimated 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 financial results of ILT since the ILT Acquisition Date are included in the Company's consolidated financial statements and are not material to the Company.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Artesian Solutions Limited (“FullCircl”)

On November 5, 2024 (the “FullCircl Acquisition Date”), the Company acquired the outstanding equity interests of FullCircl, which provides an onboarding and customer lifecycle intelligence platform.

The Company acquired FullCircl for its complementary products and believes this will provide greater value for new and existing customers.

The Company has included the financial results of FullCircl in the 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 for the fiscal year ended January 31, 2025.

The Company acquired FullCircl for its complementary products.

The Company has included the financial results of FullCircl in the Company’s 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 on the Company’s consolidated statements of operations.

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 at January 31, 2025 on the consolidated balance sheets.

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 consolidated balance sheet at January 31, 2025 and in accrued expenses and other current liabilities at January 31, 2026.

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

NOTES TO 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.

3 unchanged sentences

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:

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

Cash and cash equivalents $ 3,182

3 unchanged sentences

Other current and noncurrent assets 211

Deferred income taxes ( 259 )

Intangible assets 37,000

3 unchanged sentences

Operating lease liabilities, current and noncurrent ( 198 )

Net assets acquired $ 142,409

During the fiscal year ended January 31, 2026, 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 $ 9.0 million adjustment to decrease goodwill for a $ 9.0 million deferred income tax adjustment.

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 fair value of FullCircl’s technology, customer relationships represent the fair value of the underlying relationships with FullCircl’s customers, trade name represents the fair value of FullCircl’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 FullCircl as they did not have a material effect on the Company’s consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 Company’s 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 on the Company’s consolidated statements of operations.

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

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

Noncash consideration for settlement of preexisting contract 1,354

Contingent consideration 8,100

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, establishing connectivity between defined systems for certain customers, and completing 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.

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:

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 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.

Initial accounting for the acquisition is not complete, and further measurement period adjustments may occur in fiscal year 2027, but no later than one year from the Sandbox Acquisition Date.

The area of the acquisition that remains preliminary relates to finalizing our estimate of the impact of acquisition accounting on deferred income tax assets 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.

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

3 unchanged sentences

Total intangible assets subject to amortization $ 13,400

Developed technology represents the preliminary fair value of FullCircl's technology.

Customer relationships represent the preliminary fair value of the underlying relationships with FullCircl's customers.

Trade names represents the preliminary fair value of FullCircl’s company name.

Developed technology represents the preliminary fair value of Sandbox Banking’s technology, customer relationships represent the preliminary fair value of the underlying relationships with Sandbox Banking’s customers, and trade name represents 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.

1 unchanged sentence

The goodwill is not expected to be deductible for tax.

The financial results of FullCircl since the FullCircl Acquisition Date are included in the Company's consolidated financial statements and are not material to the Company.

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.

The financial results of Sandbox Banking since the Sandbox Acquisition Date are included in the Company’s 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.

Goodwill and Intangible Assets

1 unchanged sentence

Balance, as of January 31, 2024 $ 838,869

Acquisitions 186,375

Translation adjustments ( 5,869 )

1 unchanged sentence

Acquisitions 53,830

Measurement period adjustments ( 10,018 )

Translation adjustments 14,760

14 unchanged sentences

Other 1,369 ( 854 ) 515 1,369 ( 1,132 ) 237 2.2

$ 190,715 $ ( 75,143 ) $ 115,572 $ 239,174 $ ( 84,603 ) $ 154,571 6.5

During the fiscal year ended January 31, 2025, the Company wrote off approximately $ 20.6 million of fully amortized intangible assets and the corresponding accumulated amortization.

Intangible assets, net $ 239,174 $ ( 84,603 ) $ 154,571 $ 257,210 $ ( 121,552 ) $ 135,658 6.2

The Company recognized amortization expense for intangible assets as follows:

5 unchanged sentences

Total amortization expense $ 37,226 $ 30,093 $ 36,459

During the third quarter of fiscal 2024, the Company rebranded the SimpleNexus solution to nCino Mortgage, resulting in a change to the trade name useful life.

As a result, the Company recorded accelerated amortization to fully amortize the remaining trade name intangible asset in fiscal 2024.

The expected future amortization expense for intangible assets as of January 31, 2026 is as follows:

4 unchanged sentences

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.

Reseller Agreement

This agreement was amended

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

during fiscal 2024 extending its term through January 31, 2031, and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term.

Stockholders’ Equity and Stock-Based Compensation

Stockholders’ Equity

3 unchanged sentences

The Company’s preferred stock consists of 10,000,000 authorized shares, par value $ 0.001 per share.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Common stock:

4 unchanged sentences

Possible issuance under stock plans 35,870,181

Stock Repurchase Programs

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

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

As of January 31, 2026, the Company had completed the purchase authorization under the March 2025 Stock Repurchase Program and $ 75.0 million remained available for future repurchases under the December 2025 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 transactions, 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 Programs (in thousands, except share and per share data):

Fiscal Year Ended January 31,

Total number of shares repurchased — 4,964,054

Average price per share (1)

Aggregate purchase price (1)

$ — $ 124,998

(1) Excludes transaction costs and excise tax associated with the repurchases, if any.

All repurchases were made in open market transactions.

Stock-Based Compensation

5 unchanged sentences

Non-qualified options may be granted to Company employees, non-employee directors, and consultants.

The exercise price of options is determined by the Board of Directors, but cannot be less than 100 % of the fair market value of the Company’s common stock on the date of the grant.

The exercise price of options is determined by the Board of Directors, but

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

cannot be less than 100 % of the fair market value of the Company’s common stock on the date of the grant.

The options generally vest in one of two ways:

5 unchanged sentences

All awards shall be granted within ten years from the effective date of the 2019 Plan and can only be granted to employees, officers, directors, and consultants and generally vest over four years .

Under the 2019 Plan, the number of available shares was increased to 15,250,000 , plus an annual increase added on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022, and continuing until, and including,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

the fiscal year ending January 31, 2031.

The annual increase will be equal to the lesser of (i) 5 % of the number of shares issued and outstanding as of January 31 of the immediately preceding fiscal year and (ii) an amount determined by the Company’s Board of Directors.

6 unchanged sentences

The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period.

As of January 31, 2025, the Company had stock options outstanding under the 2014 Plan and the 2019 Plan had stock options and RSUs outstanding.

As of January 31, 2026, the Company had stock options outstanding under the 2014 Plan, and stock options and RSUs outstanding under the 2019 Plan.

Stock Options

9 unchanged sentences

The total intrinsic value of options exercised during the fiscal years ended January 31, 2024, 2025, and 2026 was $ 19.0 million, $ 10.9 million, and $ 6.3 million, respectively.

Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the Company’s common stock at the time such option exercises.

Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Company’s common stock at the time such option are exercised.

This intrinsic value changes based on changes in the fair value of the Company’s underlying stock.

9 unchanged sentences

The weighted average grant date fair value for RSUs granted during the fiscal years ended January 31, 2024, 2025, and 2026 was $ 25.65 , $ 33.65 , and $ 24.81 , respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The total fair value of RSUs vested for the fiscal years ended January 31, 2024, 2025, and 2026 was $ 48.2 million, $ 60.8 million, and $ 78.6 million, respectively.

As of January 31, 2025, total unrecognized compensation expense related to non-vested RSUs was $ 145.7 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.

As of January 31, 2026, total unrecognized compensation expense related to nonvested RSUs was $ 130.1 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.

That cost is expected to be recognized over a weighted average period of 2.71 years.

In the fourth quarter of fiscal 2026, we announced our Executive Chairman of the Board was transitioning to a non-employee director and Chairman of the Board beginning on February 1, 2026, which resulted in a modification to certain nonvested equity awards.

In connection with this transition, the Company recognized incremental stock-based compensation expense related to nonvested RSUs of $ 4.6 million in fiscal 2026.

In addition, an executive departed from their position, and we modified certain nonvested equity awards, resulting in incremental stock-based compensation expense related to nonvested RSUs of $ 0.4 million.

The incremental expense associated with these modifications was recognized in general and administrative expenses on the Company’s consolidated statement of operations in fiscal 2026.

Employee Stock Purchase Plan

6 unchanged sentences

The offering periods begin each January 1 and July 1, or such other period determined by the compensation committee.

Eligible employees will purchase the shares at a price per share equal to the lesser of (i) 85 % of the fair market value of a share of the Company's common stock on the first business day of such offering period and (ii) 85 % of the fair market value of share of the Company's common stock on the last business day of such offering period, although the compensation committee has discretion to change the purchase price with respect to future offering periods, subject to terms of the ESPP.

Eligible employees will purchase the shares at a price per share equal to the lesser of (i) 85 % of the fair market value of a share of the Company’s common stock on the first business day of such offering period and (ii) 85 % of the fair market value of a share of the Company’s common stock on the last business day of such offering period, although the compensation committee has discretion to change the purchase price with respect to future offering periods, subject to terms of the ESPP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The first offering period for the ESPP began on July 1, 2021 and ended on December 31, 2021.

11 unchanged sentences

Treasury yield for a similar expected life instrument in effect at the time of the grant of the ESPP share.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The assumptions utilized for the ESPP shares for the fiscal years ended January 31, 2024, 2025, and 2026 were as follows:

22 unchanged sentences

$ 58,035 $ 71,592 $ 73,884

1 Includes $ 0.2 million benefit incurred for the fiscal year ended January 31, 2023 in connection with the restructuring plan commenced in January 2023.

See Note 18 "Restructuring" for more information.

The components of loss before income taxes by domestic and foreign jurisdictions were as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The components of income (loss) before income taxes by domestic and foreign jurisdictions were as follows:

Fiscal Year Ended January 31,

2 unchanged sentences

Foreign 20,058 ( 9,234 ) 14,992

Loss before income taxes $ ( 97,773 ) $ ( 41,936 ) $ ( 35,560 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Income (loss) before income taxes $ ( 41,936 ) $ ( 35,560 ) $ 6,707

The components of the income tax provision (benefit) consisted of the following:

4 unchanged sentences

Foreign 3,441 3,622 2,368

Total 2,444 3,930 4,607

Total current 3,930 4,607 3,191

Federal 819 ( 2,870 ) ( 959 )

1 unchanged sentence

Foreign ( 3,788 ) ( 3,048 ) ( 5,722 )

Total 1,627 ( 2,340 ) ( 7,118 )

Total deferred ( 2,340 ) ( 7,118 ) ( 6,187 )

Total income tax provision (benefit) $ 1,590 $ ( 2,511 ) $ ( 2,996 )

The differences between income taxes expected at the U.S.

federal statutory income tax rate and the reported income tax (provision) benefit are summarized as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

A reconciliation of the income tax (provision) benefit to the amount computed by applying the 21% statutory U.S.

federal income tax rate to loss before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Fiscal Year Ended January 31,

2023 2024 2025

Income taxes at statutory rate of 21% for 2023, 2024, and 2025

Income taxes at statutory rate

21.0 % 21.0 %

8 unchanged sentences

Deferred adjustments 0.0 ( 1.5 )

Effects of non-US operations ( 0.1 ) ( 0.5 ) ( 1.6 )

Effects of non-U.S.

operations ( 0.5 ) ( 1.6 )

GILTI inclusion ( 6.8 ) ( 2.2 )

5 unchanged sentences

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

A reconciliation of the income tax benefit to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

Fiscal Year Ended January 31,

($ in thousands) %

Federal Statutory Tax Rate $ 1,408 21.0 %

State and Local Income Tax, net of federal (national) income tax effect (1)

Foreign Tax Effects

United Kingdom

Return to provision ( 4,107 ) ( 61.2 )

Changes in valuation allowance ( 2,739 ) ( 40.8 )

Other 533 7.9

Canada 529 7.9

Other foreign jurisdictions ( 923 ) ( 13.8 )

Effect of cross-border tax laws

Effects of non-U.S.

operations 734 10.9

Research and development credits ( 2,500 ) ( 37.3 )

Changes in valuation allowances ( 1,357 ) ( 20.2 )

Nontaxable or nondeductible items

Executive compensation 2,952 44.0

Stock-based compensation 2,356 35.1

Other 359 5.4

Changes in unrecognized tax benefits 926 13.8

Other adjustments

Return to provision ( 1,559 ) ( 23.2 )

Other 110 1.6

Total $ ( 2,996 ) ( 44.7 ) %

(1) State taxes in Minnesota and Texas made up the majority (greater than 50%) of the tax effect in this category.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Significant components of the Company’s net deferred tax assets and liabilities were as follows:

18 unchanged sentences

Total deferred tax liabilities ( 65,374 ) ( 68,699 )

Net deferred tax liabilities $ 450 $ ( 7,650 )

The Company’s net deferred tax liabilities were adjusted during fiscal 2025 to include $ 15.1 million of net deferred tax liabilities related to business combinations.

Net deferred tax liabilities were included in the consolidated balance sheets as follows:

Net deferred tax assets (liabilities) $ ( 7,650 ) $ 5,402

The Company’s net deferred tax asset (liabilities) were adjusted during fiscal 2026 to include $ 7.3 million of net deferred tax liabilities related to business combinations.

Net deferred tax asset (liabilities) were included in the consolidated balance sheets as follows:

As of January 31,

1 unchanged sentence

Deferred income taxes, noncurrent ( 13,851 ) ( 7,020 )

Net deferred tax liabilities $ 450 $ ( 7,650 )

Income taxes payable, which is included in accrued expenses and other current liabilities on the consolidated balance sheets as of January 31, 2024 and 2025 were $ 2.0 million and $ 1.2 million, respectively.

Net deferred tax asset (liabilities) $ ( 7,650 ) $ 5,402

The Company continually assesses the realizability of its deferred tax assets based on an evaluative process that considers all available positive and negative evidence.

The Company has established a valuation allowance in the amount of $ 148.3 million and $ 160.3 million as of January 31, 2024 and 2025, respectively, because the Company believes it is not more likely than not the deferred tax asset in jurisdictions excluding several foreign jurisdictions will be realized.

The Company has established a valuation allowance in the amount of $ 160.3 million and $ 151.7 million as of January 31, 2025 and 2026, respectively, because the Company believes it is more likely than not that the deferred tax assets in jurisdictions excluding several foreign jurisdictions will not be realized.

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

It is determined by management when a valuation allowance should be recorded, utilizing significant judgement and the use of estimates.

In fiscal year 2025, the Company acquired DocFox and FullCircl.

As part of the DocFox acquisition, the Company recorded a net U.S.

deferred tax liability mostly related to identifiable intangible assets.

The deferred tax liability

Management determines when a valuation allowance should be recorded, utilizing significant judgment and the use of estimates.

Through acquisitions, the Company recorded a net U.S.

deferred tax liability mostly related to identifiable intangible assets, reducing the valuation allowance in the United States by $ 2.0 million.

Additionally, the Company reduced the valuation allowance in the United Kingdom by $ 2.8 million due to the ability to utilize acquired deferred tax attributes as part of corporate reorganizations related to foreign acquisitions during the Company’s fiscal 2026.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

deferred tax assets are realizable.

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

by $ 3.6 million.

For the fiscal years ended January 31, 2023, 2024, and 2025, the valuation allowance increased by $ 29.3 million, $ 9.9 million, and $ 12.0 million, respectively.

For the fiscal years ended January 31, 2024, 2025, and 2026, the valuation allowance increased (decreased) by $ 9.9 million, $ 12.0 million, and $( 8.6 ) million, respectively.

The Company maintains its assertion of the Company’s intent for certain foreign earnings to be indefinitely reinvested.

3 unchanged sentences

If in the foreseeable future, the Company can no longer demonstrate that these earnings are indefinitely reinvested, a tax liability will be recognized, which could include other taxes such as withholding tax.

The determination of the amount of the unrecognized tax liability is directly influenced by the Company’s net operating loss and valuation allowance position in the U.S.

The determination of the amount of the unrecognized tax liability is directly influenced by the Company’s net operating income (loss) and valuation allowance position in the U.S.

If the Company were to repatriate the undistributed earnings, the tax liability is $ 0.9 million.

8 unchanged sentences

State tax credit carryforwards 6,815 2032

Foreign tax credit carryforward 61 None

(1) The Company acquired a portion of these carryforwards through mergers and acquisitions.

3 unchanged sentences

The Company will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

On July 4, 2025, H.R.

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 during the second quarter of the Company’s fiscal 2026 and did not result in material changes to the Company’s tax position.

A reconciliation of the gross beginning and ending balance of total unrecognized tax benefits is as follows:

8 unchanged sentences

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate would be $ 2.0 million for the year ended January 31, 2026.

The Company's policy for classifying interest and penalties with unrecognized tax benefits is to include such items in income tax expense.

The total amount of interest and penalties associated with income tax benefits is $ 2.0 million for the year ended January 31, 2025.

The Company anticipates insignificant change to unrecognized tax benefits over the next year.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company’s policy for classifying interest and penalties with unrecognized tax benefits is to include such items in income tax expense.

The total amount of interest and penalties associated with unrecognized tax benefits is $ 1.8 million for the year ended January 31, 2026.

The Company is subject to taxation in the U.S.

3 unchanged sentences

However, amounts reported as net operating losses and tax credit carryforwards from these tax periods remain subject to review by most tax authorities.

Cash Taxes Paid

We adopted ASU 2023-09 on a prospective basis for the fiscal year ended January 31, 2026 and have included the following table as a result of our adoption, which presents income taxes paid (net of refunds received) for the fiscal year ended January 31, 2026:

Federal $ 123

New Zealand 1,542

United Kingdom 562

Total $ 4,367

Cash paid for taxes, net of refunds, for the fiscal years ended January 31, 2024 and 2025, was $ 3.2 million and $ 3.6 million, respectively.

Defined Contribution Plan

5 unchanged sentences

Operating Leases

The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through December 2033, some of which include options to extend for up to five years .

The Company leases its facilities and a portion of its equipment under various non-cancelable agreements, which expire at various times through December 2034, some of which include options to extend for up to one year .

See Note 16 “Restructuring” regarding lease terminations in connection with the 2023 and 2026 Restructuring Plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The components of lease expense were as follows:

5 unchanged sentences

Sublease income — ( 382 ) ( 174 )

Total $ 5,850 $ 7,370 $ 8,046

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

Total lease expense $ 7,370 $ 8,046 $ 7,720

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

Fiscal Year Ended January 31,

2 unchanged sentences

Operating right-of-use assets obtained in exchange for operating lease liabilities 13,152 3,349 1,724

Modification to reduce operating right-of-use assets and operating lease liabilities 842 — —

Operating right-of-use assets and operating lease liabilities disposed of — 115 1,995

Operating right-of-use assets and operating lease liabilities reductions related to operating lease terminations or modifications 115 1,995 2,102

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating lease liabilities as of January 31, 2026 were 6.99 years and 6.8 %, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Future minimum lease payments as of January 31, 2026 were as follows:

Fiscal Year Ending January 31, Operating Leases

Operating Leases

Fiscal 2027 $ 4,593

Fiscal 2028 2,516

Fiscal 2029 1,845

Fiscal 2030 1,346

Fiscal 2031 446

Thereafter 6,857

5 unchanged sentences

Revolving Credit Facility

2022 Credit Agreement

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 is providing to the Borrower a senior secured revolving credit facility of up to $ 50.0 million (the “2022 Credit Facility”).

The Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $ 7.5 million.

Any issuance of letters of credit will reduce the amount available under the 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 which was considered restricted cash and was included in long-term prepaid expenses and other assets as of January 31, 2024.

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.

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”) which was increased to $ 100.0 million on March 17, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Borrowings under the 2022 Credit Facility accrued interest, at the Borrower’s option, at:

3 unchanged sentences

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.

On October 28, 2024, the Company terminated the 2022 Credit Agreement 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”).

2024 Credit Agreement

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.

3 unchanged sentences

(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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 certain leverage ratios.

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 certain leverage ratios.

The Company is also required to pay an unused commitment fee to the Lenders of 0.25 % of the average daily unutilized commitments (with step-ups based on certain leverage ratios).

The Company must also pay customary letter of credit fees.

The Company may repay amounts borrowed any time without penalty.

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, commencing with the fiscal quarter ending January 31, 2025.

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.

Debt Issuance Costs

As of January 31, 2025 and 2026, 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 $ 0.0 million and no letters of credit issued under the 2022 Credit Facility as of January 31, 2024.

The Company had $ 166.0 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.

Credit Outstanding and Available Borrowing Capacity

The Company had $ 166.0 million and $ 213.5 million outstanding as of January 31, 2025 and 2026, respectively.

The Company had no letters of credit issued under the 2024 Credit Facility and was in compliance with all covenants as of January 31, 2025 and 2026.

As of January 31, 2026, the applicable interest rate was 5.68 %.

The available borrowing capacity under the 2024 Credit Facility was $ 36.5 million as of January 31, 2026.

In February 2025, the Company borrowed an additional $ 52.5 million on the 2024 Credit Facility to fund an acquisition and in March 2025, the Company repaid $ 50.0 million on the 2024 Credit Facility, see Note 20 "Subsequent Events" for additional information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Commitments and Contingencies

1 unchanged sentence

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.

The Company’s purchase commitments consist of non-cancelable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business.

Financing Obligations

The Company entered into a lease agreement for the Company's headquarters in November 2020 in connection with a new lessor acquiring the property.

Due to a purchase option contained in that lease, the Company is deemed to have continuing involvement and is considered to be the owner of the Company's headquarters for accounting purposes.

As a result, the Company did not meet the criteria to apply sale-leaseback accounting and therefore, recorded an asset and corresponding financing obligation for $ 16.3 million at inception of that lease.

The fair value of the leased property and corresponding financing obligation are included in property and equipment, net and financing obligations on the consolidated balance sheets, respectively.

In January 2021, the Company entered into an amendment to its November 2020 headquarters lease to provide for construction of a parking deck, which upon completion was subject to exclusive use by the Company.

Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction.

Upon completion of the parking deck in September 2021, for approximately $ 17.7 million, the costs of the construction in

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively.

In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters.

Due to a purchase option contained in that April 2021 lease, the Company is also deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the additional building were capitalized as construction in progress with a corresponding construction liability through construction.

Upon completion of the additional building in November 2022, for approximately $ 22.4 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively, and the term of the Company's November 2020 lease for its headquarters and the related parking deck became coterminous with the April 2021 lease.

The term of the April 2021 lease expires in October 2037 with options to extend.

The purchase option expires if not exercised on or before November 30, 2026.

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 assets and corresponding financing obligation are included in property and equipment, net and financing obligations on the consolidated balance sheets.

During fiscal 2026, the terms of the leases were amended to expire in October 2039 with options to extend and the purchase option was extended and will expire if not exercised on or before November 30, 2028.

The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.

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

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

2026 $ 88,090 $ 4,653

2027 80,665 3,958

2028 74,152 —

Purchase commitments and future minimum lease payments required under financing obligations as of January 31, 2026 were as follows:

Purchase commitments Financing obligations - leased facility

Fiscal 2027 $ 86,486 $ 4,257

Fiscal 2028 78,161 4,363

Fiscal 2029 1,138 4,136

Fiscal 2030 — —

Fiscal 2031 — —

Thereafter — —

10 unchanged sentences

The Company has not accrued any material liabilities related to such obligations in the accompanying 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 including the following:

On September 26, 2022, a purported stockholder of the Company filed a complaint in the Delaware Court of Chancery in connection with the series of mergers in which the Company became the parent of nCino OpCo and SimpleNexus.

On December 28, 2023, the Delaware Court of Chancery granted in full defendants' motions to dismiss the complaint.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

January 25, 2024, the plaintiff filed a notice of appeal.

On September 12, 2024, the Delaware Supreme Court summarily affirmed the dismissal of the complaint in its entirety.

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, 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

4 unchanged sentences

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

(d/b/a ZEST AI) ("Zest AI"), a private company, for $ 2.5 million and is included in investments as of January 31, 2024 and January 31, 2025 on the Company's consolidated balance sheets.

The investment was considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, owned greater than ten percent of Zest AI.

In March 2025, we recorded a realized gain of $ 1.2 million from the sale of all our shares in Zest AI.

Basic and Diluted Loss per Share

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

by the weighted-average number of common shares outstanding for the fiscal period.

Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP.

(d/b/a ZEST AI) (“Zest AI”), a private company, which is included in investments on the Company’s consolidated balance sheets for $ 2.5 million and $ 0.0 million as of January 31, 2025 and 2026, respectively.

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 of 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.

Basic and Diluted Net Income (Loss) per Share

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

by the weighted-average number of common shares outstanding for the fiscal period, net of treasury stock.

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

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

Diluted loss per share for the fiscal years ended January 31, 2023, 2024, and 2025 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.

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

There is no difference between the basic and diluted net income (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):

Fiscal Year Ended January 31,

2024 2025 2026

Basic and diluted loss per share:

Net loss attributable to nCino, Inc.

Basic net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 42,346 ) $ ( 37,878 ) $ 5,180

Weighted-average common shares outstanding 110,615,734 112,672,397 115,162,175

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

Weighted-average common shares outstanding, basic 112,672,397 115,162,175 112,883,703

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

$ ( 0.38 ) $ ( 0.33 ) $ 0.05

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Fiscal Year Ended January 31,

2024 2025 2026

Diluted net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 42,346 ) $ ( 37,878 ) $ 5,180

Weighted-average common shares outstanding, basic 112,672,397 115,162,175 112,883,703

Effect of diluted stock options, nonvested RSUs, and shares of common stock issuable under the ESPP — — 1,462,864

Weighted-average common shares outstanding, diluted 112,672,397 115,162,175 114,346,567

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

$ ( 0.38 ) $ ( 0.33 ) $ 0.05

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

Fiscal Year Ended January 31,

2024 2025 2026

Stock options issued and outstanding 1,212,704 811,602 480,641

1 unchanged sentence

Shares issuable pursuant to the ESPP 105,227 106,440 —

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Restructuring

2023 Restructuring Plan

In the fourth quarter of fiscal 2023, the Company announced a workforce reduction of approximately 7 % and office space reductions in certain markets (collectively, the “2023 Restructuring Plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth.

Lease termination costs were accounted for in accordance with ASC 842, Leases.

The Company paid $ 0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification.

The Company incurred charges in the fourth quarter of the Company’s fiscal 2023 of $ 4.8 million in connection with the restructuring plan.

The accrual for severance and related benefit costs of $ 5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets as of January 31, 2023 and was paid in the first quarter of the Company’s fiscal 2024.

The Company’s restructuring charges were as follows:

During fiscal 2023, the Company paid to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification.

The Company’s restructuring charges under the 2023 Restructuring Plan were for expenses that reduced operating lease right-of-use assets on the consolidated balance sheets and were as follows:

Fiscal Year Ended

Cost of subscription revenues $ 51

Cost of professional services and other revenues 118

Sales and marketing 100

Research and development 352

General and administrative 6

The Company had no restructuring charges for the fiscal year ended January 31, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2026 Restructuring Plan

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 “2026 Restructuring Plan”) in furtherance of its efforts to improve operational efficiencies.

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

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

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

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

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

The Company’s restructuring charges under the 2026 Restructuring Plan were as follows:

Fiscal Year Ended January 31, 2026

Severance and other employee costs Stock-based compensation (benefit) Lease exit fees 1

Total Severance and other employee costs Stock-based compensation (benefit) Lease exit fees 1

Severance Costs Exit Costs Asset Write-offs Total

Cost of subscription revenues $ 422 $ 53 $ 17 $ 492

4 unchanged sentences

Total $ 7,011 $ 1,733 $ 1,333 $ 10,077

1 These expenses reduced operating lease right-of-use assets on the consolidated balance sheets.

The Company had no restructuring charges for the fiscal year ended January 31, 2025.

The activity of the 2026 Restructuring Plan liabilities was as follows:

Balance at January 31, 2025 $ —

Charges incurred 10,077

Cash payments ( 8,542 )

Non-cash items ( 674 )

Balance at January 31, 2026 $ 861

2026 Restructuring Plan liabilities are included in our consolidated balance sheets as follows:

As of January 31,

Included in accrued expenses and other current liabilities $ 553

Included in other long-term liabilities 308

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.

The Company’s CODM is the Company’s Chief Executive Officer, who reviews financial information on a consolidated basis.

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

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

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 segment or into other parts of the entity, such as for acquisitions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12 unchanged sentences

55,858 56,305 56,972

Other segment items (2)

91,872 101,291 114,296

Interest income ( 2,567 ) ( 1,761 ) ( 1,429 )

Interest expense 4,135 8,763 17,457

Other expense, net 1,356 856 10,427

Adjusted other (income) expense, net (5)

( 54 ) 117 ( 1,797 )

Other segment items (6)

102,201 124,606 108,473

Income tax provision (benefit) 1,590 ( 2,511 ) ( 2,996 )

Net loss $ ( 101,844 ) $ ( 43,526 ) $ ( 33,049 )

(1) Cost of revenue, sales and marketing expense, research and development expense, general and administrative expense and other expense, net 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.

(2) Other segment items are the adjustments described in the note above.

Net income (loss) $ ( 43,526 ) $ ( 33,049 ) $ 9,703

(1) Cost of revenue, net in the consolidated statements of operations, adjusted to exclude amortization of intangible assets, stock-based compensation expense, and restructuring and related charges, if any.

(2) Sales and marketing expense, net in the consolidated statements of operations, adjusted to exclude amortization of intangible assets, stock-based compensation expense, transaction-related expenses, and restructuring and related charges, if any.

(3) Research and development expense, net in the consolidated statements of operations, adjusted to exclude stock-based compensation expense, transaction-related expenses, and restructuring and related charges, if any.

(4) General and administrative expense, net in the consolidated statements of operations, adjusted to exclude stock-based compensation expense, transaction-related expenses, certain litigation expenses, and restructuring and related charges, if any.

(5) 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 have been recast to conform to the current presentation.

(6) Other segment items are the adjustments described in the notes above.

Revenues by geographic region were as follows:

5 unchanged sentences

$ 476,543 $ 540,657 $ 594,781

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 fiscal years ended January 31, 2023, 2024, and 2025, no other country represented 10% or more of total revenues for the periods presented.

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

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

For the fiscal years ended January 31, 2024, 2025, and 2026, only the United Kingdom, in addition to the United States, represented 10% or more of total revenues for the periods presented.

NOTES TO 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 ROU assets, net by geographic region were as follows:

As of January 31,

3 unchanged sentences

$ 90,979 $ 88,294

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Subsequent Events

Effective February 1, 2025, Pierre Naudé retired as the Company's Chairman and Chief Executive Officer and Sean Desmond was appointed to succeed Mr.

Naudé as the Company's new President and Chief Executive Officer and as a member of the Company's Board of Directors.

On the same date, Mr.

Naudé was appointed Executive Chairman of the Board.

In February 2025, the Company's wholly-owned subsidiary, nCino OpCo, acquired all of the outstanding equity of Alphapack, Co.

dba Sandbox Banking ("Sandbox Banking"), a digital transformation leader serving the financial services industry.

The aggregate purchase price for the Sandbox Banking acquisition totaled $ 52.5 million, subject to customary adjustments, with an additional earn-out opportunity of up to $ 10.0 million and was funded with proceeds from the 2024 Credit Facility.

The acquisition will be accounted for as a business combination under ASC 805, Business Combinations .

The Company is in the process of finalizing the accounting for this transaction and will complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of our first quarter of fiscal 2026.

In March 2025, the Company repaid $ 50.0 million on the 2024 Credit Facility.

In March 2025, we recorded a realized gain of $ 1.2 million from the sale of all our shares in Zest AI.

See Note 16 "Related-Party Transactions" for additional information.

In March 2025, our Board of Directors authorized a stock repurchase program to acquire up to $ 100.0 million of the Company's common stock.

Under 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 transactions, 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 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 nCino’s Board of Directors.

The stock repurchase program will be funded using existing cash and cash equivalents, credit facility capacity and/or future cash flows.

On March 30, 2026, the Company entered into an Incremental Facility Amendment (the “First Amendment”) to the 2024 Credit Agreement.

Pursuant to the First Amendment, the Lenders are providing to nCino OpCo, Inc.

(the “Borrower”) a senior secured incremental term loan of $ 200.0 million (the “Term Loan”), which matures on October 28, 2029.

The Term Loan requires scheduled quarterly principal payments of $ 2.5 million, with the remaining balance due at maturity.

The Term Loan may be voluntarily prepaid at any time without penalty;

however, any repaid amounts may not be reborrowed.

The interest rate terms, guarantee structure, collateral provisions, and financial covenants applicable to the Term Loan are consistent with those governing the 2024 Credit Facility, as described in Note 12 “Revolving Credit Facility”.

The proceeds will be used to reduce a portion of the outstanding balance on our revolving credit facility and to finance an accelerated share repurchase program discussed below.

See Form 8-K filed on March 31, 2026 for additional information.

On March 31, 2026, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement with Wells Fargo Bank, N.A., authorized by the Board of Directors, for $ 100.0 million.

The initial delivery of shares for the full purchase price of $ 100.0 million will represent approximately 80 % of the total shares to be repurchased, based on the closing price of nCino's common stock on March 31, 2026.

The final number of shares to be repurchased will be determined generally by the volume-weighted average price of nCino's common stock during the term of the transaction, less a discount and subject to adjustments.

Final settlement is expected to occur in the second quarter of fiscal 2027.

See Form 8-K filed on March 31, 2026 for additional information.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data