9 unchanged sentences
Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2026.
−Removed: In March 2024 we completed our acquisition of DocFox, in April 2024 we completed our acquisition of ILT, and in November 2024 we completed our acquisition of FullCircl.
−Removed: We accounted for these acquisitions as business combinations as discussed in Note 6 "Business Combinations" of the Notes to the Consolidated Financial Statements.
−Removed: The scope of management's assessment of the effectiveness of our disclosure controls and procedures did not include the internal controls over financial reporting of DocFox, ILT, and FullCircl.
−Removed: This exclusion is in accordance with the SEC staff's general guidance that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from the scope of management's assessment for one year from the date of acquisition.
−Removed: We have included the financial results of DocFox, ILT, and FullCircl in the consolidated financial statements from the dates of their respective acquisitions 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.
The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: Following the acquisitions of DocFox, ILT, and FullCircl as noted above, we are in the process of reviewing the internal control structures of DocFox, ILT, and FullCircl and, if necessary, will make appropriate changes as we continue to integrate DocFox, ILT, and FullCircl into our overall internal control over financial reporting process.
−Removed: There were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
11 unchanged sentences
During the three months ended January 31, 2026, the following Section 16 officers or directors adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K, as follows:
−Removed: On December 6, 2024 , April Rieger , Chief Legal & Compliance Officer and Secretary , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 24,665 shares of our common stock.
−Removed: The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until December 5, 2025 , or earlier if all transactions under the trading arrangement are completed.
−Removed: On December 6, 2024 , Jeanette Sellers , VP of Accounting , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 7,815 shares of our common stock.
+Added: On September 4, 2025 , Sean Desmond , President and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement (the “Desmond Plan”) providing for the sale from time to time of an aggregate of up to 218,269 shares of our common stock between December 5, 2025 and December 31, 2026, or earlier if all transactions under the trading arrangement are completed.
+Added: On January 6, 2026 , Mr.
+Added: Desmond modified the Desmond Plan (the “Modified Desmond Plan”), terminating the original Desmond Plan on January 5, 2026 .
+Added: The Modified Desmond Plan provides for the potential sale of up to 203,605 shares of our common stock between April 6, 2026 and February 1, 2027 , or earlier if all transactions under the trading arrangement are completed.
+Added: The Modified Desmond Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c).
+Added: On January 13, 2026 , Pierre Naudé , Director , adopted a Rule 10b5-1 trading arrangement providing for the sale or gift from time to time of an aggregate of up to 266,667 shares of our common stock.
The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until May 30, 2025 , or earlier if all transactions under the trading arrangement are completed.
−Removed: On December 7, 2024 , Sean Desmond , President & Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 153,123 shares of our common stock.
+Added: The duration of the trading arrangement is from April 15, 2026 through December 4, 2026 , or earlier if all transactions under the trading arrangement are completed.
+Added: On January 13, 2026 , April Rieger , Chief Legal and Administrative Officer and Secretary , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 38,618 shares of our common stock.
The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until December 31, 2025 , or earlier if all transactions under the trading arrangement are completed.
−Removed: On December 16, 2024 , Pierre Naudé , Director , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 102,815 shares of our common stock.
+Added: The duration of the trading arrangement is from June 1, 2026 through December 31, 2026 , or earlier if all transactions under the trading arrangement are completed.
+Added: On January 15, 2026 , Gregory D.
+Added: Orenstein , Chief Financial Officer and Treasurer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 78,122 shares of our common stock.
The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
−Removed: The duration of the trading arrangement is until December 15, 2025 , or earlier if all transactions under the trading arrangement are completed.
+Added: The duration of the trading arrangement is from June 1, 2026 through September 4, 2026 , or earlier if all transactions under the trading arrangement are completed.
No other officers or directors, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fiscal quarter.
3 unchanged sentences
The information required by this Item 10 is incorporated by reference from the sections entitled “ Proposal One:
−Removed: Election of Class II Directors Named in this Proxy Statement ,” “ Corporate Governance ,” and “ Executive Officers ” from our
−Removed: Proxy Statement relating to our 2025 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2025 .
+Added: Election of Directors Named in this Proxy Statement ,” “ Corporate Governance ,” and “ Executive Officers ” from our Proxy Statement relating to our 2026 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026 .
We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.
5 unchanged sentences
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this Item 13 is incorporated by reference from the sections entitled “ Certain Relationships and Related Party Transactions ” and “ Director Independence ” from our Proxy Statement relating to our 2025 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2025.
+Added: The information required by this Item 13 is incorporated by reference from the sections entitled “ Certain Relationships and Related Person Transactions ” and “ Director Independence ” from our Proxy Statement relating to our 2026 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.
Principal Accountant Fees and Services
10 unchanged sentences
Exhibit Filing Date Filed Herewith
−Removed: 2.1+ Agreement and Plan of Merger, dated as of November 16, 2021, by and among nCino, Inc., Penny HoldCo, Inc., Dollar Merger Sub, Inc., Penny Merger Sub, LLC, SimpleNexus, LLC, Insight Venture Partners, LLC, and the other parties thereto
−Removed: 8-K 001-39380 2.1 November 17, 2021
3.1 Amended and Restated Certificate of Incorporation
4 unchanged sentences
8-K 001-41211 3.1 June 24, 2024
+Added: 3.4 Third Amended and Restated Certificate of Incorporation
+Added: 8-K 001-41211 3.1 June 20, 2025
4.1 Form of Common Stock Certificate
10-K 001-41211 4.1 March 31, 2022
−Removed: 4.2 First Amended and Restated Investors’ Rights Agreement, dated February 12, 2015, as amended, among nCino, Inc.
−Removed: and certain holders of its capital stock.
−Removed: S-1 333-239335 4.2 June 22, 2020
−Removed: 4.3 First Amendment to First Amended and Restated Investors’ Rights Agreement, dated May 25, 2016, among nCino, Inc.
−Removed: and certain holders of its capital stock.
−Removed: S-1/A 333-239335 4.3 July 6, 2020
−Removed: 4.4 Second Amendment to First Amended and Restated Investors’ Rights Agreement, dated November 23, 2016, among nCino, Inc.
−Removed: and certain holders of its capital stock.
−Removed: S-1/A 333-239335 4.4 July 6, 2020
−Removed: 4.5 Third Amendment to First Amended and Restated Investors’ Rights Agreement, dated July 31, 2017, among nCino, Inc.
−Removed: and certain holders of its capital stock.
−Removed: S-1/A 333-239335 4.5 July 6, 2020
−Removed: 4.6 Fourth Amendment to First Amended and Restated Investors’ Rights Agreement, dated January 16, 2018, among nCino, Inc.
−Removed: and certain holders of its capital stock.
−Removed: S-1/A 333-239335 4.6 July 6, 2020
−Removed: 4.7 Fifth Amendment to First Amended and Restated Investors’ Rights Agreement, dated July 12, 2018, among nCino, Inc.
−Removed: and certain holders of its capital stock.
−Removed: S-1/A 333-239335 4.7 July 6, 2020
−Removed: Incorporated by Reference
−Removed: Exhibit Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date Filed Herewith
−Removed: 4.8 Sixth Amendment to First Amended and Restated Investors’ Rights Agreement, dated September 16, 2019, among nCino, Inc.
−Removed: and certain holders of its capital stock.
−Removed: S-1/A 333-239335 4.8 July 6, 2020
−Removed: 4.9 Seventh Amendment to First Amended and Restated Investors’ Rights Agreement, dated September 30, 2019, among nCino, Inc.
−Removed: and certain holders of its capital stock.
−Removed: S-1/A 333-239335 4.9 July 6, 2020
−Removed: 4.10 Assignment and Assumption Agreement, dated January 7, 2022, by and among nCino, Inc.
−Removed: and nCino OpCo, Inc., with respect to the First Amended and Restated Investors’ Rights Agreement, dated as of February 12, 2015, by and among nCino, Inc.
−Removed: and certain Investors
−Removed: 8-K12B 001-41211 4.1 January 10, 2022
4.2 Description of Capital Stock
11 unchanged sentences
S-1/A 333-239335 10.4 July 6, 2020
−Removed: 10.5† Amended and Restated Employment Agreement with Joshua Glover.
−Removed: S-1/A 333-239335 10.6 July 6, 2020
10.5† Amended and Restated Employment Agreement with Gregory D.
2 unchanged sentences
10-K 001-41211 10.8 March 28, 2023
−Removed: 10.8† Employment Agreement with Matthew Hansen
−Removed: 10-K 001-41211 10.9 March 28, 2023
10.7† Form of Indemnification Agreement entered into by and between nCino, Inc.
7 unchanged sentences
S-1 333-239335 10.7 June 22, 2020
+Added: Incorporated by Reference
+Added: Exhibit Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date Filed Herewith
10.11 Office Lease by and between nCino, Inc.
9 unchanged sentences
10-K 001-39380 10.12 March 31, 2021
−Removed: Incorporated by Reference
−Removed: Exhibit Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date Filed Herewith
10.15 Lease by and between nCino, Inc.
28 unchanged sentences
8-K 001-41211 10.1 March 18, 2024
−Removed: 10.28† Independent Contractor Agreement with Joshua Glover
−Removed: 10-Q 001-41211 10.3 May 29, 2024
10.26† Amended and Restated Employment Agreement with Sean Desmond
9 unchanged sentences
8-K 001-41211 10.3 December 19, 2024
+Added: Incorporated by Reference
+Added: Exhibit Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date Filed Herewith
10.31† Amended and Restated Employment Agreement, by and between nCino OpCo, Inc.
7 unchanged sentences
8-K 001-41211 10.1 February 10, 2025
+Added: 10.34† Amended and Restated Employment Agreement with April Rieger
+Added: 10-Q 001-41211 10.1 May 28, 2025
+Added: 10.35 Second Amendment to Office Lease (New Building) by and between nCino, Inc.
+Added: and Cloud Real Estate Holdings, LLC, dated January 30 , 2026
+Added: 10.36 Fourth Amendment to Office Lease (Existing Building) by and between nCino, Inc.
+Added: and Cloud Real Estate Holdings, LLC, dated January 30, 2026
19.1 nCino, Inc.
Insider Trading Policy
−Removed: Incorporated by Reference
−Removed: Exhibit Number Description of Exhibit Form File No.
−Removed: Exhibit Filing Date Filed Herewith
21.1 List of subsidiaries of nCino, Inc.
8 unchanged sentences
Policy on Recoupment of Incentive Compensation
−Removed: 10-K 001-41211 97.1 March 26, 2024
101.INS Inline XBRL Instance Document X
5 unchanged sentences
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X
+Added: Incorporated by Reference
+Added: Exhibit Number Description of Exhibit Form File No.
+Added: Exhibit Filing Date Filed Herewith
+ Certain schedules and exhibits to this agreement have been omitted pursuant to Items 601(a)(5) of Regulation S-K, and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request.
4 unchanged sentences
Not applicable.
−Removed: Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: April 1, 2025 By:
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: March 31, 2026 By:
/s/ Sean Desmond
1 unchanged sentence
(Principal Executive Officer)
−Removed: April 1, 2025 By:
+Added: March 31, 2026 By:
/s/ Gregory D.
1 unchanged sentence
(Principal Financial Officer)
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
−Removed: /s/ Sean Desmond President and Chief Executive Officer April 1, 2025
+Added: /s/ Sean Desmond President and Chief Executive Officer March 31, 2026
Sean Desmond (Principal Executive Officer)
/s/ Gregory D.
−Removed: Orenstein Chief Financial Officer & Treasurer April 1, 2025
+Added: Orenstein Chief Financial Officer & Treasurer March 31, 2026
Orenstein (Principal Financial Officer)
−Removed: /s/ Jeanette Sellers Vice President of Accounting April 1, 2025
+Added: /s/ Jeanette Sellers SVP – Accounting & Controllership March 31, 2026
Jeanette Sellers (Principal Accounting Officer)
−Removed: /s/ Pierre Naudé Executive Chairman of the Board April 1, 2025
−Removed: Pierre Naudé (Executive Chairman of the Board)
−Removed: /s/Steven Collins Director April 1, 2025
−Removed: Steven Collins
−Removed: /s/ Jon Doyle Director April 1, 2025
−Removed: /s/ Jeffrey Horing Director April 1, 2025
−Removed: Jeffrey Horing
−Removed: /s/ Pam Kilday Director April 1, 2025
−Removed: /s/ Spencer Lake Director April 1, 2025
−Removed: /s/ William Ruh Director April 1, 2025
−Removed: /s/ William Spruill Director April 1, 2025
−Removed: William Spruill
−Removed: /s/ Justin Nyweide Director April 1, 2025
+Added: /s/ Pierre Naudé Chairman of the Board March 31, 2026
+Added: Pierre Naudé (Chairman of the Board)
+Added: /s/ Jon Doyle Director March 31, 2026
+Added: /s/ Diego Dugatkin Director March 31, 2026
+Added: Diego Dugatkin
+Added: /s/ Pam Kilday Director March 31, 2026
+Added: /s/ Justin Nyweide Director March 31, 2026
Justin Nyweide
+Added: /s/ William Ruh Director March 31, 2026
+Added: /s/ William Spruill Director March 31, 2026
+Added: William Spruill
+Added: /s/ Andy Yasutake Director March 31, 2026
+Added: Andy Yasutake
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.