nCino, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm ( PCAOB ID: 42 ) 57 Consolidated Balance Sheets 60 Consolidated Statements of Operations 61 Consolidated Statements of Comprehensive Income ( L oss) 62 Consolidated Statements of Stockholders ’ Equity 63 Consolidated Statements of Cash Flows 64 Notes to Consolidated Financial Statements 66 56 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of nCino, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of nCino, Inc. (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, 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 57 Table of Contents Revenue Recognition Description of the Matter As discussed in Note 1, the Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company assesses terms and conditions associated with contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance obligation. For contracts that contain multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The audit effort in evaluating the Company’s accounting for revenue recognition was extensive and required auditor judgment for certain customer contracts to evaluate the terms and conditions, identify distinct performance obligations and support the allocation of transaction price. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s revenue recognition process, including controls designed to mitigate the risk of override of controls. This included testing controls over management’s review of customer contracts and review of manual revenue journal entries. To test the Company’s accounting for revenue recognition, we performed audit procedures that included, among others, selecting a sample of revenue transactions to test for occurrence and to evaluate contract terms and conditions for accounting in accordance with ASC 606. This testing included reperforming the Company’s assessment of the distinct performance obligations within the arrangement, determination of the allocation of transaction price to the respective performance obligations, as well as testing the application of the revenue recognition requirements including reperforming the calculations of revenue recognized and testing the underlying data used in the calculations. We also assessed the appropriateness of the related disclosures in the consolidated financial statements. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. Raleigh, North Carolina March 31, 2026 58 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of nCino, Inc. Opinion on Internal Control Over Financial Reporting We have audited nCino, Inc.’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) (the COSO criteria). In our opinion, nCino, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria. 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Raleigh, North Carolina March 31, 2026 59 Table of Contents nCino, Inc. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) January 31, 2025 January 31, 2026 Assets Current assets Cash and cash equivalents (VIE: $ 2,254 and $ 3,421 at January 31, 2025 and 2026, respectively) $ 120,928 $ 88,374 Accounts receivable, less allowances of $ 1,229 and $ 2,825 at January 31, 2025 and 2026, respectively 146,787 166,540 Costs capitalized to obtain revenue contracts, current portion, net 13,462 17,211 Prepaid expenses and other current assets 21,072 21,378 Total current assets 302,249 293,503 Property and equipment, net 74,953 75,607 Operating lease right-of-use assets, net 16,026 12,687 Costs capitalized to obtain revenue contracts, noncurrent, net 23,735 30,735 Goodwill 1,019,375 1,077,947 Intangible assets, net 154,571 135,658 Investments (related party $ 2,500 and $ 0 at January 31, 2025 and 2026, respectively) 9,294 7,262 Long-term prepaid expenses and other assets 10,178 14,707 Total assets $ 1,610,381 $ 1,648,106 Liabilities, redeemable non-controlling interest, and stockholders’ equity Current liabilities Accounts payable $ 13,640 $ 14,521 Accrued expenses and other current liabilities 39,865 64,372 Deferred revenue 191,174 210,552 Financing obligations, current portion 1,680 818 Operating lease liabilities, current portion 5,153 4,229 Total current liabilities 251,512 294,492 Operating lease liabilities, noncurrent 12,819 9,748 Deferred income taxes, noncurrent 13,851 7,020 Deferred revenue, noncurrent 269 170 Revolving credit facility, noncurrent 166,000 213,500 Financing obligations, noncurrent 51,172 50,400 Other long-term liabilities 17,160 4,124 Total liabilities 512,783 579,454 Commitments and contingencies (Note 13) Redeemable non-controlling interest (Note 2) 8,286 12,737 Stockholders’ equity Preferred stock, $ 0.001 par value; 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, 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 58 59 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 Accumulated other comprehensive income 176 7,042 Accumulated deficit ( 385,335 ) ( 375,773 ) Total stockholders’ equity 1,089,312 1,055,915 Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 1,610,381 $ 1,648,106 The accompanying notes are an integral part of these consolidated financial statements. 60 Table of Contents nCino, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) Fiscal Year Ended January 31, 2024 2025 2026 Revenues Subscription $ 409,479 $ 469,168 $ 523,134 Professional services and other 67,064 71,489 71,647 Total revenues 476,543 540,657 594,781 Cost of revenues Subscription 120,861 134,932 149,562 Professional services and other 70,609 80,937 85,050 Total cost of revenues 191,470 215,869 234,612 Gross profit 285,073 324,788 360,169 Operating expenses Sales and marketing 130,547 123,231 136,560 Research and development 117,311 129,422 127,528 General and administrative 76,727 90,266 92,354 Total operating expenses 324,585 342,919 356,442 Income (loss) from operations ( 39,512 ) ( 18,131 ) 3,727 Non-operating income (expense) Interest income 2,567 1,761 1,429 Interest expense ( 4,135 ) ( 8,763 ) ( 17,457 ) 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 income (loss) ( 43,526 ) ( 33,049 ) 9,703 Net income (loss) attributable to redeemable non-controlling interest (Note 2) ( 1,109 ) ( 472 ) 141 Adjustment attributable to redeemable non-controlling interest (Note 2) ( 71 ) 5,301 4,382 Net income (loss) attributable to nCino, Inc. $ ( 42,346 ) $ ( 37,878 ) $ 5,180 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 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. 61 Table of Contents nCino, Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Fiscal Year Ended January 31, 2024 2025 2026 Net income (loss) $ ( 43,526 ) $ ( 33,049 ) $ 9,703 Other comprehensive income (loss): Foreign currency translation 315 ( 813 ) 6,868 Other comprehensive income (loss) 315 ( 813 ) 6,868 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 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 The accompanying notes are an integral part of these consolidated financial statements. 62 Table of Contents nCino, Inc. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shares Amount Shares Amount Balance, January 31, 2023 111,424,132 $ 56 — $ — $ 1,333,669 $ 694 $ ( 310,341 ) $ 1,024,078 Exercise of stock options 785,794 1 — — 4,468 — — 4,469 Stock issuance upon vesting of restricted stock units 1,277,625 — — — — — — — Stock issuance under the employee stock purchase plan 196,748 — — — 4,661 — — 4,661 Stock-based compensation — — — — 58,012 — — 58,012 Other comprehensive income — — — — — 302 — 302 Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — 71 — ( 42,417 ) ( 42,346 ) Balance, January 31, 2024 113,684,299 57 — — 1,400,881 996 ( 352,758 ) 1,049,176 Exercise of stock options 399,727 — — — 2,796 — — 2,796 Stock issuance upon vesting of restricted stock units 1,745,202 1 — — ( 1 ) — — — Stock issuance under the employee stock purchase plan 167,624 — — — 4,468 — — 4,468 Stock-based compensation — — — — 71,570 — — 71,570 Other comprehensive loss — — — — — ( 820 ) — ( 820 ) Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 5,301 ) — ( 32,577 ) ( 37,878 ) Balance, January 31, 2025 115,996,852 58 — — 1,474,413 176 ( 385,335 ) 1,089,312 Exercise of stock options 329,334 — — — 1,981 — — 1,981 Stock issuance upon vesting of restricted stock units 2,358,533 1 — — ( 1 ) — — — 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 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 The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents nCino, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Fiscal Year Ended January 31, 2024 2025 2026 Cash flows from operating activities Net income (loss) attributable to nCino, Inc. $ ( 42,346 ) $ ( 37,878 ) $ 5,180 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 Non-cash operating lease costs 4,534 4,960 3,994 Amortization of costs capitalized to obtain revenue contracts 9,934 12,003 15,051 Amortization of debt issuance costs 184 131 287 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 (gains) losses 670 8,675 ( 16,273 ) Gains on investments ( 263 ) — ( 1,652 ) Loss on disposal of long-lived assets 150 35 463 Change in operating assets and liabilities: Accounts receivable ( 14,325 ) ( 31,389 ) ( 16,175 ) Costs capitalized to obtain revenue contracts ( 10,348 ) ( 21,453 ) ( 25,073 ) Prepaid expenses and other assets 1,872 ( 7,060 ) 182 Accounts payable 525 ( 190 ) 1,108 Accrued expenses and other current liabilities ( 5,981 ) 10,165 ( 2,148 ) Deferred revenue 15,902 13,807 10,853 Operating lease liabilities ( 4,083 ) ( 3,785 ) ( 4,105 ) Other long-term liabilities — 1,445 582 Net cash provided by operating activities 57,285 55,199 90,065 Cash flows from investing activities Acquisition of business, net of cash acquired — ( 216,911 ) ( 50,263 ) Acquisition of assets ( 356 ) ( 450 ) — Purchases of property and equipment ( 3,515 ) ( 1,816 ) ( 7,501 ) Proceeds from sale of property and equipment 43 — — Purchase of investments ( 2,500 ) — — Sale of investment — — 3,684 Net cash used in investing activities ( 6,328 ) ( 219,177 ) ( 54,080 ) Cash flows from financing activities Investment from redeemable non-controlling interest 983 — — Repurchases of common stock — — ( 125,097 ) Proceeds from borrowings on revolving credit facility — 241,000 112,500 Payments on revolving credit facility ( 30,000 ) ( 75,000 ) ( 65,000 ) Payments of debt issuance costs — ( 1,484 ) — Exercise of stock options 4,469 2,796 1,981 Stock issuance under the employee stock purchase plan 4,661 4,468 4,218 Principal payments on financing obligations ( 1,226 ) ( 1,302 ) ( 1,634 ) Net cash provided by (used in) financing activities ( 21,113 ) 170,478 ( 73,032 ) Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash 182 ( 2,677 ) 4,465 The accompanying notes are an integral part of these consolidated financial statements. 64 Table of Contents nCino, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) Fiscal Year Ended January 31, 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 Total cash, cash equivalents, and restricted cash, end of period $ 117,444 $ 121,267 $ 88,685 Supplemental disclosure of cash flow information Cash paid for interest $ 4,315 $ 8,745 $ 15,977 Supplemental disclosure of noncash investing and financing activities Fair value of contingent consideration in connection with business acquisition in accrued expenses and other current liabilities $ — $ — $ 8,100 Measurement period 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 $ — Excise tax on repurchases of common stock $ — $ — $ 503 The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 1. Summary of Business and Significant Accounting Policies Description of Business: nCino, Inc., together with its subsidiaries (collectively “the Company”), is a 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. and its consolidated subsidiaries. Fiscal Year End: The Company’s fiscal year ends on January 31. References to fiscal year 2026, for example, refer to the fiscal year ended January 31, 2026. Principles of Consolidation and Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; fair value of contingent consideration; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. Segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s CODM allocates resources and assesses performance at the consolidated level. Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2025 and 2026. The Company maintains its cash, cash equivalents, and restricted cash with high-credit-quality financial institutions. 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. Revenue Recognition: The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities. 66 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenues when, or as, the Company satisfies a performance obligation. Subscription Revenues Subscription revenues primarily consist of fees for providing customers access to the Company’s solutions, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the Company’s solutions at any time and, as a result, are accounted for as a service contract. 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. U.S. mortgage contracts are generally billed monthly. Subscription arrangements that are cancelable generally have penalty clauses. Professional Services and Other Revenues Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, as well as training. The majority of the Company’s professional services contract revenues are recognized over time based on a proportional performance methodology which utilizes input methods. The Company’s professional services contracts are billed on a time and materials or fixed fee basis. Contracts with Multiple Performance Obligations Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP. Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size. Costs Capitalized to Obtain Revenue Contracts 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 period of benefit. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to 67 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) new revenue contracts or on upsell of existing contracts are amortized on a straight-line basis over four to five years , which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. Commissions paid relating to contract renewals are not commensurate with sales commissions paid on initial contracts and as such are deferred and amortized over the related renewal period. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Any changes in the anticipated period of benefit or the average renewal term are recognized on a prospective basis upon occurrence. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations. Judgments Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations. 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. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. 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. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. 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-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-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. 68 Table of Contents nCino, Inc. 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. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts. Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value. Restricted Cash: Restricted cash consists of deposits held as collateral for the Company’s bank guarantees issued in place of security deposits for certain property leases and credit cards at January 31, 2025 and only for certain property leases at 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: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while U.S. 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. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses. The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary. The Company records the allowance against bad debt expense through the consolidated statements of operations, included in general and administrative expenses, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows: Fiscal Year Ended January 31, 2024 2025 2026 Balance, beginning of period $ 899 $ 1,451 $ 1,229 Charged to bad debt expense 1,081 85 1,716 Charged to deferred revenue 747 — 19 Write-offs and other ( 1,275 ) ( 304 ) ( 155 ) Translation adjustments ( 1 ) ( 3 ) 16 Balance, end of period $ 1,451 $ 1,229 $ 2,825 Leases: The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. 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 69 Table of Contents nCino, Inc. 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. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. 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 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. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term. Property and Equipment: Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows: Asset Classification Estimated Useful Life Furniture and fixtures 3 - 7 years Computers and equipment 3 years Buildings 40 years Leasehold improvements Shorter of remaining life of the lease term or estimated useful life Repairs and maintenance are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses. Financing Obligations: The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes. Intangible Assets: Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Impairment Assessment: The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of an asset or asset group to the estimated future undiscounted cash flows the asset or asset group is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets or asset group, the carrying amount of such assets is reduced to fair value. There were no material impairments of intangible assets or long-lived assets during the fiscal years ended January 31, 2024, 2025, and 2026. Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year, or more frequently if circumstances indicate an impairment may have occurred between annual impairment tests. The Company has one reporting unit, therefore the Company evaluates goodwill for impairment at the entity level. To perform its impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. 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 70 Table of Contents nCino, Inc. 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. The Company may elect to bypass the qualitative assessment and perform the quantitative assessment. 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 was no goodwill impairment for the fiscal years ended January 31, 2024, 2025, and 2026. Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity (“VIE”). nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K. 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. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. See Note 2 “Variable Interest Entity and Redeemable Non-Controlling Interest” for additional information regarding the Company’s variable interest. Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors, or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.” Business Combinations: Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and may be subject to refinement due to unanticipated events and circumstances. For intangible assets, the Company typically uses income-based methods of valuation (for example, the multi-period excess earnings method is used to estimate the fair value estimate of customer relationships and the relief from royalty method is used in the fair value estimate of developed technologies). These methods typically start with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in these methods are forecasted revenues, obsolescence life and factor, customer attrition rate, and the discount rate among other assumptions. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. 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. 71 Table of Contents nCino, Inc. 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. Contingent consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. 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. Investments : The Company’s investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative. The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative. Gains or losses resulting from observable price changes are recognized currently in Other income (expense), net on the Company’s 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. Debt Issuance Costs: Debt issuance costs are initially deferred and amortized to interest expense on a straight-line basis over the expected term of the debt. The Company uses the straight-line basis as it approximates the amounts calculated under the effective-interest method. Unamortized debt issuance costs related to the secured revolving credit facility are considered long-term and are included in long-term prepaid expenses and other assets in the consolidated balance sheets. Cost of Revenues: 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 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. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category. In addition, subscription cost of revenues includes amortization of acquired developed technology. Research and Development : Research and development expenses consist primarily of salaries, benefits and stock-based compensation associated with our engineering, product and quality assurance personnel, as well as allocated overhead. Research and development expenses also include the cost of third-party contractors. 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: 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 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: Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable. 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. 72 Table of Contents nCino, Inc. 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. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting interim periods. When and if applicable, potential interest and penalties are accrued as incurred, within the income tax provision. Other Comprehensive Income (Loss): Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustments. Foreign Currency: The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. 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. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in other income (expense), net in the 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 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 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance includes amendments to enhance existing income tax disclosure requirements, primarily related to the rate reconciliation and income taxes paid disclosures. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply the ASU retrospectively. Early adoption is permitted. The Company 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 73 Table of Contents nCino, Inc. 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. Note 2. Variable Interest Entity and Redeemable Non-Controlling Interest In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. 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. In October 2023, the Company made a further investment in nCino K.K. of $ 1.0 million that, including additional investments in nCino K.K. of $ 1.0 million by existing third-party investors in October 2023, maintained the Company’s ownership of 51 %. As of January 31, 2026, the Company controls a majority of the outstanding common stock in nCino K.K. All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the 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. 74 Table of Contents nCino, Inc. 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, 2024 2025 2026 Balance, beginning of period $ 3,589 $ 3,428 $ 8,286 Investment by redeemable non-controlling interest 983 — — 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 Adjustment to redeemable non-controlling interest ( 71 ) 5,301 4,382 Stock-based compensation expense (1) 23 22 ( 74 ) 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. Note 3. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs 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 75 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 38,841 $ — $ — Time deposits (included in long-term prepaid expenses and other assets) 339 — — Total assets $ 39,180 $ — $ — Fair value measurements on a recurring basis as of January 31, 2026 Level 1 Level 2 Level 3 Assets: 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 $ — $ — Liabilities: Contingent consideration (included in accrued expenses and other current liabilities) $ — $ — $ 9,700 Total liabilities $ — $ — $ 9,700 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 for identical assets. The following table summarizes the change in fair value of the contingent consideration with significant unobservable inputs: Balance, January 31, 2025 $ — Contingent consideration in connection with business acquisition 8,100 Changes in fair value 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. 76 Table of Contents nCino, Inc. 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. 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. 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. Note 4. Revenues Disaggregation of Revenue Disaggregated revenues by source and geographic region were as follows: Fiscal Year Ended January 31, 2024 2025 2026 United States Subscriptions - non-mortgage $ 273,044 $ 303,546 $ 334,037 Subscriptions - mortgage 68,040 73,782 79,598 Professional services and other 46,117 47,104 49,626 Total United States 387,201 424,432 463,261 International Subscriptions 68,395 91,840 109,499 Professional services and other 20,947 24,385 22,021 Total International 89,342 116,225 131,520 Total Revenue $ 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 from the region of the customer. Contract Amounts Accounts Receivable Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2025 and 2026: As of January 31, 2025 2026 Trade accounts receivable $ 122,394 $ 139,729 Unbilled accounts receivable 23,662 28,131 Allowance for doubtful accounts ( 1,229 ) ( 2,825 ) Other accounts receivable 1,960 1,505 Total accounts receivable, net $ 146,787 $ 166,540 Deferred Revenue and Remaining Performance Obligations Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer and $ 5.0 million from acquisitions, which were offset by decreases due to revenues recognized in the period. During the fiscal year 77 Table of Contents nCino, Inc. 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 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 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. Note 5. Balance Sheet Components Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: As of January 31, 2025 2026 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: As of January 31, 2025 2026 Furniture and fixtures $ 11,712 $ 11,862 Computers and equipment 7,193 6,646 Buildings and land 56,379 56,379 Leasehold improvements 28,046 30,536 Construction in progress 627 — Total property and equipment, gross 103,957 105,423 Less accumulated depreciation ( 29,004 ) ( 29,816 ) Total property and equipment, net $ 74,953 $ 75,607 78 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The Company recognized depreciation expense as follows: Fiscal Year Ended January 31, 2024 2025 2026 Cost of subscription revenues $ 567 $ 480 $ 434 Cost of professional services and other revenues 1,775 1,313 1,363 Sales and marketing 1,734 1,291 1,264 Research and development 2,819 2,399 2,052 General and administrative 1,143 769 683 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, 2025 2026 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 Note 6. Business Combinations DocFox, Inc. (“DocFox”) On March 20, 2024 (the “DocFox Acquisition Date”), the Company acquired the outstanding equity interests of DocFox, which provides a solution to automate onboarding experiences for commercial and business banking. The Company acquired DocFox for its complementary product set, which helps simplify and automate the onboarding and account opening process. The Company has included the financial results of DocFox in the Company’s 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 on the Company’s consolidated statements of operations. The Company paid a total of $ 74.3 million in cash as of the DocFox Acquisition Date. Included in the total cash paid was $ 6.2 million for DocFox common stock options that were cash settled on the DocFox Acquisition Date. The $ 6.2 million fair value of the DocFox common stock options was allocated between consideration transferred and post combination expense in the amounts of $ 4.2 million and $ 2.0 million, respectively. As there was no future service requirement due to accelerated vesting of these options, the entire $ 2.0 million, included within general and administrative expenses, was recorded as transaction cost immediately following the acquisition and not in consideration transferred. The estimated fair value of the consideration transferred was $ 72.4 million on the DocFox Acquisition Date. In addition, the Company issued 198,505 Restricted Stock Units (“RSUs”) with an approximate fair value of $ 6.1 million to certain employees of DocFox, which will vest over four years subject to such employees’ continued employment. The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration. The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the DocFox Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606. 79 Table of Contents nCino, Inc. 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: Fair Value Cash and cash equivalents $ 1,400 Accounts receivable 1,898 Operating lease right-of-use assets, net 405 Other current and noncurrent assets 444 Intangible assets 24,600 Goodwill 56,302 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 3,495 ) Deferred revenue, current and noncurrent ( 3,505 ) Operating lease liabilities, current and noncurrent ( 405 ) Deferred income taxes ( 5,279 ) Net assets acquired $ 72,365 During the 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: Fair Value Useful Life Trade name $ 200 1 year Customer relationships 16,400 10 years Developed technology 8,000 5 years Total intangible assets subject to amortization $ 24,600 Developed technology represents the fair value of DocFox’s technology, customer relationships represent the fair value of the underlying relationships with DocFox’s customers, and trade 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 Company has not disclosed pro-forma revenue and earnings attributable to DocFox as they did not have a material effect on the Company’s consolidated financial statements. Integrated Lending Technologies, LLC (“ILT”) On April 1, 2024 (the “ILT Acquisition Date”), the Company acquired all outstanding membership interests of ILT, which provides consumer loan origination software that streamlines direct and indirect lending operations. The Company acquired ILT for its complementary products. The Company has included the financial results of ILT in the 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. 80 Table of Contents nCino, Inc. 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 ILT Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606. The following table summarizes the fair values of assets acquired and liabilities assumed as of the ILT Acquisition Date: Fair Value Cash and cash equivalents $ 164 Accounts receivable 343 Intangible assets 8,660 Goodwill 11,111 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 240 ) Net assets acquired $ 20,038 During the fiscal year ended January 31, 2025, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are final. The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the ILT Acquisition Date: Fair Value Useful Life Trade name $ 210 1 year Customer relationships 5,870 10 years Developed technology 2,580 5 years Total intangible assets subject to amortization $ 8,660 Developed technology represents the fair value of ILT’s technology, customer relationships represent the fair value of the underlying relationships with ILT’s customers, and trade name represents the fair value of ILT’s company name. Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce; and approximately $ 11.1 million is deductible for tax purposes. The Company has not disclosed pro-forma revenue and earnings attributable to ILT as they did not have a material effect on the Company’s consolidated financial statements. Artesian Solutions Limited (“FullCircl”) On November 5, 2024 (the “FullCircl Acquisition Date”), the Company acquired the outstanding equity interests of FullCircl, which provides an onboarding and customer lifecycle intelligence platform. The Company acquired FullCircl for its complementary products. The Company has included the financial results of FullCircl in the 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 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. 81 Table of Contents nCino, Inc. 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. The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration. The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the FullCircl Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is complete. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606. The following table summarizes the fair values of assets acquired and liabilities assumed as of the FullCircl Acquisition Date: Fair Value Cash and cash equivalents $ 3,182 Accounts receivable 1,814 Property and equipment, net 66 Operating lease right-of-use assets, net 198 Other current and noncurrent assets 211 Deferred income taxes ( 259 ) Intangible assets 37,000 Goodwill 108,944 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 3,776 ) Deferred revenue, current and noncurrent ( 4,773 ) Operating lease liabilities, current and noncurrent ( 198 ) Net assets acquired $ 142,409 During the 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. 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 FullCircl Acquisition Date: Fair Value Useful Life Trade name $ 1,100 1 year Customer relationships 26,500 10 years Developed technology 9,400 5 years Total intangible assets subject to amortization $ 37,000 Developed technology represents the 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. 82 Table of Contents nCino, Inc. 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: Fair Value Cash consideration (net of working capital adjustments) $ 53,488 Noncash consideration for settlement of preexisting contract 1,354 Contingent consideration 8,100 $ 62,942 As of April 30, 2025, the cash consideration and working capital adjustments were finalized, resulting in final net cash consideration of $ 53.5 million after working capital adjustments of $ 0.5 million. The preliminary purchase price also includes $ 8.1 million of contingent consideration whereby the Company may be required to pay up to $ 10.0 million subject to the achievement of certain targets over 18 months, subject to revision. Three earn-outs are payable based on: achieving a certain increase in annual contract value, 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. The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the Sandbox Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is complete. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the Sandbox Acquisition Date: Fair Value Cash and cash equivalents $ 3,330 Accounts receivable 1,020 Other current and noncurrent assets 106 Intangible assets 13,400 Goodwill 53,830 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 774 ) Deferred revenue, current and noncurrent ( 4,950 ) Deferred income taxes ( 3,020 ) Net assets acquired $ 62,942 83 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 Sandbox Acquisition Date: Fair Value Useful Life Trade name $ 400 1 year Customer relationships 8,500 10 years Developed technology 4,500 5 years Total intangible assets subject to amortization $ 13,400 Developed technology represents the preliminary fair value of Sandbox Banking’s technology, customer relationships represent the preliminary fair value of the underlying relationships with Sandbox Banking’s customers, and trade 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. Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce. The goodwill is not expected to be deductible for tax. The financial results of Sandbox Banking since the Sandbox Acquisition Date are included in the Company’s consolidated financial statements and are not material to the Company. The Company has not disclosed pro-forma revenue and earnings attributable to Sandbox Banking as they did not have a material effect on the Company’s consolidated financial statements. Note 7. Goodwill and Intangible Assets Goodwill The change in the carrying amounts of goodwill was as follows: Balance, as of January 31, 2024 $ 838,869 Acquisitions 186,375 Translation adjustments ( 5,869 ) Balance, as of January 31, 2025 1,019,375 Acquisitions 53,830 Measurement period adjustments ( 10,018 ) Translation adjustments 14,760 Balance, as of January 31, 2026 $ 1,077,947 84 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Intangible assets Intangible assets, net are as follows: As of January 31, 2025 As of January 31, 2026 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Developed technology $ 97,029 $ ( 49,819 ) $ 47,210 $ 102,443 $ ( 70,334 ) $ 32,109 2.4 Customer relationships 139,315 ( 33,315 ) 106,000 151,399 ( 48,095 ) 103,304 7.3 Trademarks and trade name 1,461 ( 615 ) 846 1,999 ( 1,991 ) 8 0.1 Other 1,369 ( 854 ) 515 1,369 ( 1,132 ) 237 2.2 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: Fiscal Year Ended January 31, 2024 2025 2026 Cost of subscription revenues $ 16,306 $ 17,784 $ 20,412 Cost of professional services and other revenues 330 330 165 Sales and marketing 20,590 11,979 15,882 Total amortization expense $ 37,226 $ 30,093 $ 36,459 The expected future amortization expense for intangible assets as of January 31, 2026 is as follows: Fiscal Year Ending January 31, 2027 $ 34,207 2028 19,740 2029 19,640 2030 17,304 2031 14,657 Thereafter 30,110 $ 135,658 The expected amortization expense is an estimate; actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets, and other events. Note 8. Stockholders’ Equity and Stock-Based Compensation Stockholders’ Equity A summary of the rights and key provisions affecting each class of the Company’s stock as of January 31, 2026, is as follows: Preferred stock: The Board of Directors is authorized to establish one or more series of preferred stock and to fix the number of shares constituting such series and the designation of such series, including the voting powers, preferences, limitations, restrictions, and other special rights thereof. The Company’s preferred stock consists of 10,000,000 authorized shares, par value $ 0.001 per share. 85 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Common stock: The Company’s common stock consists of 500,000,000 authorized shares, par value $ 0.0005 per share. At January 31, 2026, the Company committed a total of 42,775,950 shares of common stock for future issuance as follows: Issued and outstanding stock options 480,641 Nonvested issued and outstanding restricted stock units (“RSUs”) 6,425,128 Possible issuance under stock plans 35,870,181 42,775,950 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, 2025 2026 Total number of shares repurchased — 4,964,054 Average price per share (1) $ — $ 25.18 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 Equity Incentive Plans The Company has two equity incentive plans: the nCino, Inc. 2014 Omnibus Stock Ownership and Long-Term Incentive Plan (the “2014 Plan”) and the 2019 Amended and Restated Equity Incentive Plan (the “2019 Plan” and together with the 2014 Plan, the “Incentive Plans”). Under the 2014 Plan, the Board of Directors had allotted 15,025,666 shares of common stock for incentive options or non-qualified options as of January 31, 2026. 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 86 Table of Contents nCino, Inc. 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: • In equal annual installments over four years from the grant date. • Upon a change in control transaction (with respect to certain Incentive Plan participants). All options expire ten years from the grant date and, with respect to certain Incentive Plan participants, provide for accelerated vesting if there is a change in control of the Company. In July 2019, the Company established the 2019 Equity Incentive Plan for the issuance of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. In connection with the Company’s initial public offering (“IPO”), the Company’s Board of Directors adopted and the Company’s stockholders approved the 2019 Plan which amended and restated the 2019 Equity Incentive Plan. 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, 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. The Company ceased granting awards under the 2014 Plan during the fiscal year ended January 31, 2020, and all shares that remained available for issuance under the 2014 Plan were transferred to the 2019 Plan prior to the closing of the IPO. Additionally, the number of shares available under the 2019 Plan shall be increased by the number of shares outstanding under the 2014 Plan that expire, terminate or are canceled without having been exercised or settled in full. The 2014 Plan governs outstanding awards granted prior to the adoption of the 2019 Plan. RSUs vest upon the satisfaction of a time-based condition. RSUs are generally earned over a service period of four years . For RSUs granted to the non-employee members of the Board of Directors, some vest in less than a year, some annually, and some over three years. 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, 2026, the Company had stock options outstanding under the 2014 Plan, and stock options and RSUs outstanding under the 2019 Plan. Stock Options Stock option activity for the fiscal year ended January 31, 2026 was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding, January 31, 2025 811,602 $ 7.22 2.27 $ 21,742 Expired or forfeited ( 1,627 ) 14.70 Exercised ( 329,334 ) 5.96 6,258 Outstanding, January 31, 2026 480,641 $ 8.06 1.56 $ 6,393 Exercisable, January 31, 2026 480,641 $ 8.06 1.56 $ 6,393 Fully vested or expected to vest, January 31, 2026 480,641 $ 8.06 1.56 $ 6,393 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 87 Table of Contents nCino, Inc. 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. Restricted Stock Units RSU activity during the fiscal year ended January 31, 2026 was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested, January 31, 2025 6,105,459 $ 32.78 Granted 3,824,531 24.81 Vested ( 2,358,533 ) 33.32 Forfeited ( 1,146,329 ) 30.65 Nonvested, January 31, 2026 6,425,128 $ 28.01 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. 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, 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 In July 2020, the Board of Directors adopted and stockholders approved the ESPP, which became effective immediately prior to the closing of the IPO. The ESPP includes two components, one component is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code (the “Code”) and a component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code. The ESPP initially reserved and authorized the issuance of up to a total of 1,800,000 shares of common stock to participating employees. The aggregate number of shares of the Company’s common stock under the ESPP will automatically increase on the first day of each fiscal year, beginning with the first fiscal year ending January 31, 2022 and continuing until the fiscal year ended January 31, 2031, by an amount equal to the lesser of (i) 1 % of the shares of the Company’s common stock issued and outstanding on January 31 of the immediately preceding fiscal year, (ii) 1,800,000 shares of the Company’s common stock or (iii) an amount determined by the Board of Directors. As of January 31, 2026, 6,459,790 shares of common stock remain available for grant under the ESPP. The ESPP permits employees to purchase the Company’s common stock through payroll deductions during six month offerings. 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 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. 88 Table of Contents nCino, Inc. 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. Thereafter, offering periods will begin on January 1 and July 1. The fair value of ESPP shares is estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards: Expected life. The expected life reflects the period for which the Company believes the ESPP will remain outstanding. The expected term for the ESPP award approximates the offering period of six months. Expected volatility. The expected volatility is based on the historical volatility of the Company’s common stock. Expected dividends. The expected dividend yield is zero as the Company has not and does not expect to pay dividends. Risk-free interest rate. The risk-free interest rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant of the ESPP share. The assumptions utilized for the ESPP shares for the fiscal years ended January 31, 2024, 2025, and 2026 were as follows: Fiscal Year Ended January 31, 2024 2025 2026 Expected life (in years) 0.50 0.50 0.50 Expected volatility 38.70 % - 61.86 % 38.70 % - 40.74 % 39.41 % - 46.91 % Expected dividends 0.00 % 0.00 % 0.00 % Risk-free interest rate 4.77 % - 5.53 % 4.25 % - 5.37 % 3.58 % - 4.29 % As of January 31, 2026, total unrecognized compensation expense related to the ESPP was $ 0.6 million. That cost is expected to be recognized over the remaining term of the offering period that began on January 1, 2026 and will end on June 30, 2026. Stock-Based Compensation Expense Total stock-based compensation expense included in our consolidated statements of operations were as follows: Fiscal Year Ended January 31, 2024 2025 2026 Cost of subscription revenues $ 1,847 $ 2,891 $ 3,123 Cost of professional services and other revenues 9,369 11,977 12,373 Sales and marketing 15,417 17,016 14,307 Research and development 15,942 17,416 15,835 General and administrative 15,460 22,292 28,246 Total stock-based compensation expense $ 58,035 $ 71,592 $ 73,884 89 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 9. Income Taxes The components of income (loss) before income taxes by domestic and foreign jurisdictions were as follows: Fiscal Year Ended January 31, 2024 2025 2026 United States $ ( 61,994 ) $ ( 26,326 ) $ ( 8,285 ) Foreign 20,058 ( 9,234 ) 14,992 Income (loss) before income taxes $ ( 41,936 ) $ ( 35,560 ) $ 6,707 The components of the income tax provision (benefit) consisted of the following: Fiscal Year Ended January 31, 2024 2025 2026 Current: Federal $ — $ 498 $ 186 State 489 487 637 Foreign 3,441 3,622 2,368 Total current 3,930 4,607 3,191 Deferred: Federal 819 ( 2,870 ) ( 959 ) State 629 ( 1,200 ) 494 Foreign ( 3,788 ) ( 3,048 ) ( 5,722 ) Total deferred ( 2,340 ) ( 7,118 ) ( 6,187 ) Total income tax provision (benefit) $ 1,590 $ ( 2,511 ) $ ( 2,996 ) 90 Table of Contents nCino, Inc. 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, 2024 2025 Income taxes at statutory rate 21.0 % 21.0 % State income tax (provision) benefit, net of federal impact ( 2.7 ) 1.6 Tax credits 23.9 9.7 Changes in valuation allowance ( 10.5 ) 7.7 Federal return to provision ( 19.7 ) 1.3 Foreign rate differential ( 1.7 ) 1.2 Other 0.2 ( 1.0 ) Stock-based compensation ( 1.0 ) ( 1.3 ) Nondeductible expenses ( 1.0 ) ( 1.3 ) Deferred adjustments 0.0 ( 1.5 ) Effects of non-U.S. operations ( 0.5 ) ( 1.6 ) GILTI inclusion ( 6.8 ) ( 2.2 ) Transaction costs 0.0 ( 3.1 ) Executive compensation ( 5.0 ) ( 8.2 ) Uncertain tax positions 0.0 ( 15.2 ) ( 3.8 ) % 7.1 % 91 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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, 2026 ($ in thousands) % U.S. Federal Statutory Tax Rate $ 1,408 21.0 % State and Local Income Tax, net of federal (national) income tax effect (1) 282 4.2 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 Tax credits 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. 92 Table of Contents nCino, Inc. 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: As of January 31, 2025 2026 Deferred tax assets: Net operating losses $ 118,820 $ 131,336 Research and development 48,056 40,662 Tax credits 17,104 21,689 Financing obligations and lease liabilities 16,591 15,079 Equity compensation 11,108 9,637 Reserves and accruals 4,747 5,030 Other 1,587 2,329 Total deferred tax assets 218,013 225,762 Less valuation allowance ( 160,289 ) ( 151,661 ) Total deferred tax assets, net of valuation allowances 57,724 74,101 Deferred tax liabilities: Intangible assets ( 38,429 ) ( 39,903 ) Depreciation ( 13,522 ) ( 12,964 ) Contract acquisition costs ( 9,254 ) ( 11,889 ) Lease asset ( 4,048 ) ( 3,154 ) Deferred revenue ( 121 ) ( 789 ) Total deferred tax liabilities ( 65,374 ) ( 68,699 ) 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, 2025 2026 Long-term prepaid expenses and other assets $ 6,201 $ 12,422 Deferred income taxes, noncurrent ( 13,851 ) ( 7,020 ) 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 $ 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. and U.K. 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. 93 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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. As of January 31, 2026, the Company has not recorded taxes on approximately $ 37.4 million of cumulative undistributed earnings of the Company’s non-U.S. subsidiaries. The Company generally does not provide for taxes related to the Company’s undistributed earnings because such earnings either would not be taxable when remitted or they are indefinitely reinvested. 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 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. The net operating loss and tax credit carryforwards as of January 31, 2026 were as follows: As of January 31, 2026 First Fiscal Year Expiring Federal net operating loss carryforwards (1) 394,556 None State net operating loss carryforwards (1) 249,245 2027 State net operating loss carryforwards (1) 100,836 None Foreign net operating loss carryforwards 8,827 2031 Foreign net operating loss carryforwards (1) 115,776 None Federal tax credit carryforwards (1) 17,650 2037 State tax credit carryforwards 6,815 2032 (1) The Company acquired a portion of these carryforwards through mergers and acquisitions. These acquired carryforwards will be subject to limitations which could limit the Company’s utilization in future periods. In 2021, the Organization of Economic Cooperation and Development introduced its Pillar Two Framework Model Rules (“Pillar 2”). The Company is under the revenue threshold where Pillar 2 would not apply and is not subject to tax under these rules. 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: Fiscal Year Ended January 31, 2024 2025 2026 Balance, beginning of period $ — $ — $ 6,692 Additions for current year tax positions — 1,094 951 Additions for prior year tax positions — 4,357 815 Additions for current year acquisitions — 1,241 10 Balance, end of period $ — $ 6,692 $ 8,468 As of January 31, 2026, gross unrecognized tax benefits related to uncertain tax positions were $ 8.5 million. 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. 94 Table of Contents nCino, Inc. 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. federal and various state and foreign jurisdictions. As of January 31, 2026, the Company is no longer subject to U.S. federal and state examinations by tax authorities for tax years prior to 2022. 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 State 591 Foreign New Zealand 1,542 Canada 1,023 United Kingdom 562 Germany 424 Other 102 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. Note 10. Defined Contribution Plan The Company has a 401(k) plan for its employees in the United States who meet the plan requirements. The Company, at its discretion, may make matching contributions. Employees are immediately vested in their contributions. The Company also has a Registered Retirement Savings Plan covering all eligible employees in Canada. Employer contributions for the fiscal years ended January 31, 2024, 2025, and 2026 were $ 3.3 million, $ 5.4 million, and $ 5.3 million, respectively. Note 11. Leases Operating Leases 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. 95 Table of Contents nCino, Inc. 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: Fiscal Year Ended January 31, 2024 2025 2026 Operating lease expense $ 4,940 $ 5,575 $ 5,026 Variable lease expense 1,979 2,581 2,650 Short-term lease expense 451 272 218 Sublease income — ( 382 ) ( 174 ) 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, 2024 2025 2026 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,489 $ 4,400 $ 5,137 Operating right-of-use assets obtained in exchange for operating lease liabilities 13,152 3,349 1,724 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. Future minimum lease payments as of January 31, 2026 were as follows: Operating Leases Fiscal 2027 $ 4,593 Fiscal 2028 2,516 Fiscal 2029 1,845 Fiscal 2030 1,346 Fiscal 2031 446 Thereafter 6,857 Total lease liabilities 17,603 Less: imputed interest ( 3,626 ) Total lease obligations 13,977 Less: current obligations ( 4,229 ) Long-term lease obligations $ 9,748 Note 12. 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 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. 96 Table of Contents nCino, Inc. 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: (i) a base rate equal to the greatest of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50 %, and (c) the Term SOFR rate plus 1.00 % (provided that the base rate shall not be less than 0.00 %), plus a margin of 1.3125 %; or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00 %), plus a margin of 2.3125 %, in each case with such margin subject to a step-down based on achievement of a certain leverage ratio. The Company was also required to pay an unused commitment fee to the Lender of 0.30 % of the average daily unutilized commitments (with a step-down based on achievement of a certain leverage ratio). The Company was also required to pay customary letter of credit fees. On October 28, 2024, the Company terminated the 2022 Credit Agreement 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. The 2024 Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $ 45.0 million. Any issuances of letters of credit will reduce the amount available under the 2024 Credit Facility. Borrowings under the 2024 Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greatest of (a) the Agent’s “prime rate,” (b) the federal funds rate plus 0.50 %, and (c) the Term SOFR rate plus 1.00 % (provided that the base rate shall not be less than 0.00 %), plus a margin of 1.00 %; or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00 %), plus a margin of 2.00 %, in each case with such margin subject to step-ups based on certain leverage ratios. The Company is also required to pay an unused commitment fee to the Lenders of 0.25 % of the average daily unutilized commitments (with step-ups based on certain leverage ratios). The Company must also pay customary letter of credit fees. The Company may repay amounts borrowed at any time without penalty. Borrowings under the 2024 Credit Facility may be reborrowed. The 2024 Credit Agreement contains representations and warranties, affirmative, negative, and financial covenants, and events of default that are customary for loans of this type. The financial covenants require the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated Total Leverage Ratio not in excess of 4.00 :1.00 as of the end of any fiscal quarter, and (ii) a Consolidated Interest Coverage Ratio not less than 3.00 :1.00 as of the end of any fiscal quarter, in each case, commencing with the fiscal quarter ended January 31, 2025. The 2024 Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65 % of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor. 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. 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. 97 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 13. Commitments and Contingencies In addition to the operating lease commitments described in Note 11 “Leases,” the Company has additional contractual commitments as described further below. Purchase Commitments 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’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, 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 — — Total $ 165,785 $ 12,756 Residual financing obligations and assets 48,053 Less: amount representing interest ( 9,591 ) Financing obligations $ 51,218 A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations. The weighted-average discount rate for the Company’s financing obligations as of January 31, 2026 was 6.8 %. Indemnification In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. The Company has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements. 98 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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 The Company may be subject to audits related to its non-income taxes by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Company accrues for any assessments if deemed probable and estimable. Note 14. Related-Party Transactions On November 1, 2022, the Company’s wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) (“Zest AI”), a private company, 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. Note 15. 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. 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 net income (loss) per share: Numerator Net income (loss) attributable to nCino, Inc. $ ( 42,346 ) $ ( 37,878 ) $ 5,180 Denominator 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 99 Table of Contents nCino, Inc. 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: Numerator Net income (loss) attributable to nCino, Inc. $ ( 42,346 ) $ ( 37,878 ) $ 5,180 Denominator 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 Nonvested RSUs issued and outstanding 5,626,125 6,105,459 6,425,128 Shares issuable pursuant to the ESPP 105,227 106,440 — Note 16. 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. 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 January 31, 2024 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 Total $ 627 The Company had no restructuring charges for the fiscal year ended January 31, 2025. 100 Table of Contents nCino, Inc. 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 Costs Exit Costs Asset Write-offs Total Cost of subscription revenues $ 422 $ 53 $ 17 $ 492 Cost of professional services and other revenues 534 139 46 719 Sales and marketing 1,274 128 42 1,444 Research and development 3,710 221 73 4,004 General and administrative 1,071 1,192 1,155 3,418 Total $ 7,011 $ 1,733 $ 1,333 $ 10,077 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, 2026 Included in accrued expenses and other current liabilities $ 553 Included in other long-term liabilities 308 Total $ 861 Note 17. Segment Information The Company’s 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 such, the Company has one operating and reportable segment. The CODM uses consolidated net income (loss) in deciding how to make operating decisions, allocate resources, and assess performance, including whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions. 101 Table of Contents nCino, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The following table presents selected financial information that is provided to our CODM: Fiscal Year Ended January 31, 2024 2025 2026 Revenues $ 476,543 $ 540,657 $ 594,781 Less: Adjusted cost of revenues (1) 163,449 182,887 197,328 Adjusted sales and marketing expense (2) 94,440 94,190 104,592 Adjusted research and development expense (3) 101,017 111,110 106,478 Adjusted general and administrative expense (4) 55,858 56,305 56,972 Interest income ( 2,567 ) ( 1,761 ) ( 1,429 ) Interest expense 4,135 8,763 17,457 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 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: Fiscal Year Ended January 31, 2024 2025 2026 United States $ 387,201 $ 424,432 $ 463,261 United Kingdom 41,894 56,517 72,755 Other 47,448 59,708 58,765 $ 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 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. 102 Table of Contents nCino, Inc. 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, 2025 2026 United States $ 79,115 $ 70,013 United Kingdom 9,760 16,587 Other 2,104 1,694 $ 90,979 $ 88,294 Note 18. Subsequent Events 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. 103 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.