Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures at January 31, 2026, the last day of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at January 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2026 based on the guidelines established in the Internal Control–Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2026.
The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Item 9B. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended January 31, 2026, the following Section 16 officers or directors adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K, as follows:
On September 4, 2025 , Sean Desmond , President and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement (the “Desmond Plan”) providing for the sale from time to time of an aggregate of up to 218,269 shares of our common stock between December 5, 2025 and December 31, 2026, or earlier if all transactions under the trading arrangement are completed. On January 6, 2026 , Mr. Desmond modified the Desmond Plan (the “Modified Desmond Plan”), terminating the original Desmond Plan on January 5, 2026 . The Modified Desmond Plan provides for the potential sale of up to 203,605 shares of our common stock between April 6, 2026 and February 1, 2027 , or earlier if all transactions under the trading arrangement are completed. The Modified Desmond Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c).
On January 13, 2026 , Pierre Naudé , Director , adopted a Rule 10b5-1 trading arrangement providing for the sale or gift from time to time of an aggregate of up to 266,667 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is from April 15, 2026 through December 4, 2026 , or earlier if all transactions under the trading arrangement are completed.
On January 13, 2026 , April Rieger , Chief Legal and Administrative Officer and Secretary , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 38,618 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is from June 1, 2026 through December 31, 2026 , or earlier if all transactions under the trading arrangement are completed.
On January 15, 2026 , Gregory D. Orenstein , Chief Financial Officer and Treasurer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 78,122 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is from June 1, 2026 through September 4, 2026 , or earlier if all transactions under the trading arrangement are completed.
No other officers or directors, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fiscal quarter.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 is incorporated by reference from the sections entitled “ Proposal One: Election of Directors Named in this Proxy Statement ,” “ Corporate Governance ,” and “ Executive Officers ” from our Proxy Statement relating to our 2026 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026 .
We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated by reference from the sections entitled “ Compensation Discussion and Analysis ,” “ Compensation Committee Report ,” “ Executive Compensation, ” and “ Director Compensation ” from our Proxy Statement relating to our 2026 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated by reference from the sections entitled “ Security Ownership of Certain Beneficial Owners and Management ” and “ Equity Compensation Plan Information ” from our Proxy Statement relating to our 2026 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference from the sections entitled “ Certain Relationships and Related Person Transactions ” and “ Director Independence ” from our Proxy Statement relating to our 2026 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 is incorporated by reference from the sections entitled “ Principal Accountant Fees and Services ” and “ Pre-Approval Policy ” from our Proxy Statement relating to our 2026 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
1. Financial Statements
See Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedules
The Financial Statement Schedules have been omitted because they are not required, not applicable, or the required information is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits
The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation
8-K12B 001-41211 3.1 January 10, 2022
3.2 Amended and Restated Bylaws
8-K 001-41211 3.1 November 29, 2022
3.3 Second Amended and Restated Certificate of Incorporation
8-K 001-41211 3.1 June 24, 2024
3.4 Third Amended and Restated Certificate of Incorporation
8-K 001-41211 3.1 June 20, 2025
4.1 Form of Common Stock Certificate
10-K 001-41211 4.1 March 31, 2022
4.2 Description of Capital Stock
10-K 001-41211 4.11 March 28, 2023
10.1† nCino, Inc. 2014 Omnibus Stock Ownership and Long Term Incentive Plan and related form agreements.
S-1 333-239335 10.1 June 22, 2020
10.2† nCino, Inc. 2019 Amended and Restated Equity Incentive Plan and related form agreements.
S-1/A 333-239335 10.2 July 6, 2020
10.3† nCino, Inc. Employee Stock Purchase Plan.
S-1/A 333-239335 10.3 July 6, 2020
10.4† Amended and Restated Employment Agreement with Pierre Naudé.
S-1/A 333-239335 10.4 July 6, 2020
10.5† Amended and Restated Employment Agreement with Gregory D. Orenstein
10-K 001-41211 10.7 March 28, 2023
10.6† Employment Agreement with April Rieger
10-K 001-41211 10.8 March 28, 2023
10.7† Form of Indemnification Agreement entered into by and between nCino, Inc. and its directors and executive officers.
S-1/A 333-239335 10.8 July 6, 2020
10.8† Form of Assignment and Assumption Agreement entered into by and among nCino OpCo, Inc., nCino, Inc., and its directors and executive officers relating to each applicable Indemnification Agreement
10-K 001-41211 10.9 March 31, 2022
10.9† Form of Assignment and Assumption Agreement entered into by and among nCino OpCo, Inc., nCino, Inc., and its executive officers relating to each applicable Executive Employment Agreement
10-K 001-41211 10.10 March 31, 2022
10.10++ Partner Application Distribution Agreement by and between Salesforce and the Company, dated June 19, 2020, as amended.
S-1 333-239335 10.7 June 22, 2020
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Incorporated by Reference
Exhibit Number Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith
10.11 Office Lease by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated November 29, 2020.
8-K 001-39380 10.1 December 2, 2020
10.12 Amendment to Office Lease by and between Wilmington Investors LLC and nCino, Inc., dated November 25, 2020
8-K 001-39380 10.2 December 2, 2020
10.13 Agreement Regarding Exercise and Assignment of Purchase Option among nCino, Inc. and Cloud Real Estate Holdings, LLC, dated November 29, 2020
8-K 001-39380 10.3 December 2, 2020
10.14 First Amendment to Office Lease by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated January 27, 2021
10-K 001-39380 10.12 March 31, 2021
10.15 Lease by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated April 5, 2021
8-K 001-39380 10.1 April 7, 2021
10.16 Second Amendment to Office Lease by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated April 5, 2021
10-Q 001-39380 10.1 June 2, 2021
10.17+ Restrictive Covenant Agreement, dated as of November 16, 2021, by and among nCino, Inc. and the Insight Parties thereto
8-K 001-39380 10.1 November 17, 2021
10.18++ Parking Deck Rent Adjustment Notice
10-Q 001-39380 10.2 December 1, 2021
10.19 Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated February 11, 2022
8-K 001-41211 10.1 February 14, 2022
10.20 New Building Completion Notice
10-Q 001-41211 10.1 November 30, 2022
10.21 First Amendment to Office Lease (New Building) by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated March 20, 2023
10-K 001-41211 10.25 March 28, 2023
10.22 Third Amendment to Office Lease (Existing Building) by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated March 20, 2023
10-K 001-41211 10.26 March 28, 2023
10.23++ Amendment to Partner Application Distribution Agreement by and between Salesforce and the Company, dated December 20, 2023
10-K 001-41211 10.25 March 26, 2024
10.24 First Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated February 9, 2024
8-K 001-41211 10.1 February 13, 2024
10.25 Second Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated March 17, 2024
8-K 001-41211 10.1 March 18, 2024
10.26† Amended and Restated Employment Agreement with Sean Desmond
10-Q 001-41211 10.4 May 29, 2024
10.27 Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated October 28, 2024
8-K 001-41211 10.1 October 30, 2024
10.28† Amended and Restated Employment Agreement, Naudé
8-K 001-41211 10.1 December 19, 2024
10.29† Amended and Restated Employment Agreement, Orenstein
8-K 001-41211 10.2 December 19, 2024
10.30† Amended and Restated Employment Agreement, Desmond
8-K 001-41211 10.3 December 19, 2024
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Incorporated by Reference
Exhibit Number Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith
10.31† Amended and Restated Employment Agreement, by and between nCino OpCo, Inc. and Sean Desmond, entered into and effective February 1, 2025
8-K 001-41211 10.1 February 3, 2025
10.32† Letter Agreement, by and between nCino, Inc. and Pierre Naudé entered into February 1, 2025
8-K 001-41211 10.2 February 3, 2025
10.33 Cooperation Agreement, dated February 9, 2025, by and between nCino, Inc. and HMI Capital Management, L.P.
8-K 001-41211 10.1 February 10, 2025
10.34† Amended and Restated Employment Agreement with April Rieger
10-Q 001-41211 10.1 May 28, 2025
10.35 Second Amendment to Office Lease (New Building) by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated January 30 , 2026
X
10.36 Fourth Amendment to Office Lease (Existing Building) by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated January 30, 2026
X
19.1 nCino, Inc. Insider Trading Policy
X
21.1 List of subsidiaries of nCino, Inc.
X
23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 nCino, Inc. Policy on Recoupment of Incentive Compensation
X
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Extension Definition X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X
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Incorporated by Reference
Exhibit Number Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith
+ Certain schedules and exhibits to this agreement have been omitted pursuant to Items 601(a)(5) of Regulation S-K, and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request.
† Management contract, compensatory plan or arrangement.
++ Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
* The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates by reference.
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
nCino, Inc.
Date: March 31, 2026 By: /s/ Sean Desmond
Sean Desmond
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 31, 2026 By: /s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ Sean Desmond President and Chief Executive Officer March 31, 2026
Sean Desmond (Principal Executive Officer)
/s/ Gregory D. Orenstein Chief Financial Officer & Treasurer March 31, 2026
Gregory D. Orenstein (Principal Financial Officer)
/s/ Jeanette Sellers SVP – Accounting & Controllership March 31, 2026
Jeanette Sellers (Principal Accounting Officer)
/s/ Pierre Naudé Chairman of the Board March 31, 2026
Pierre Naudé (Chairman of the Board)
/s/ Jon Doyle Director March 31, 2026
Jon Doyle
/s/ Diego Dugatkin Director March 31, 2026
Diego Dugatkin
/s/ Pam Kilday Director March 31, 2026
Pam Kilday
/s/ Justin Nyweide Director March 31, 2026
Justin Nyweide
/s/ William Ruh Director March 31, 2026
William Ruh
/s/ William Spruill Director March 31, 2026
William Spruill
/s/ Andy Yasutake Director March 31, 2026
Andy Yasutake
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