What changed in this filing

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Item 1. Financial Statements

2026-05-27 compared with 2025-12-03 · 279 added, 459 removed, 543 unchanged (58% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

January 31, 2025 October 31, 2025

January 31, 2026 April 30, 2026

Current assets

Cash and cash equivalents (VIE:

$ 2,254 and $ 2,554 at January 31, 2025 and October 31, 2025, respectively)

$ 3,421 and $ 8,498 at January 31, 2026 and April 30, 2026, respectively)

$ 88,374 $ 102,813

Accounts receivable, less allowances of $ 1,229 and $ 1,245 at January 31, 2025 and October 31, 2025, respectively

Accounts receivable, less allowances of $ 2,825 and $ 2,739 at January 31, 2026 and April 30, 2026, respectively

166,540 124,742

7 unchanged sentences

Intangible assets, net 135,658 126,215

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

Long-term prepaid expenses and other assets 14,707 14,519

5 unchanged sentences

Deferred revenue, current portion 210,552 225,049

Debt, current portion, net — 9,803

Financing obligations, current portion 818 607

4 unchanged sentences

Deferred revenue, noncurrent 170 102

Revolving credit facility, noncurrent 166,000 203,500

Debt, noncurrent, net 213,500 253,007

Financing obligations, noncurrent 50,400 50,290

3 unchanged sentences

Redeemable non-controlling interest (Note 2)

12,737 14,087

Stockholders’ equity

Preferred stock, $ 0.001 par value;

10,000,000 shares authorized, and none issued and outstanding at January 31, 2025 and October 31, 2025

10,000,000 shares authorized, and none issued and outstanding at January 31, 2026 and April 30, 2026

Common stock, $ 0.0005 par value;

500,000,000 shares authorized at January 31, 2025 and October 31, 2025;

500,000,000 shares authorized at January 31, 2026 and April 30, 2026;

118,868,921 and 119,882,698 shares issued;

115,996,852 and 114,434,810 outstanding at January 31, 2025 and October 31, 2025, respectively

113,904,867 and 108,794,598 outstanding at January 31, 2026 and April 30, 2026, respectively

Treasury stock, at cost;

0 and 3,996,483 shares at January 31, 2025 and October 31, 2025, respectively

4,964,054 and 11,088,100 shares at January 31, 2026 and April 30, 2026, respectively

( 125,600 ) ( 219,255 )

Additional paid-in capital 1,550,187 1,546,967

Accumulated other comprehensive income (loss) 176 ( 760 )

Accumulated other comprehensive income 7,042 4,016

Accumulated deficit ( 375,773 ) ( 361,429 )

4 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

Subscription $ 125,588 $ 140,929

16 unchanged sentences

Other income (expense), net 16,097 ( 333 )

Income (loss) before income taxes ( 1,563 ) 7,920 ( 16,112 ) 5,961

Income tax provision (benefit) 2,589 ( 695 ) 1,360 5,048

Net income (loss) ( 4,152 ) 8,615 ( 17,472 ) 913

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

( 186 ) ( 33 ) ( 409 ) ( 31 )

Income before income taxes 10,551 16,671

Income tax provision 4,534 1,680

Net income 6,017 14,991

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

Adjustment attributable to redeemable non-controlling interest (Note 2)

1,286 2,109 2,205 4,100

Net income (loss) attributable to nCino, Inc.

Net income attributable to nCino, Inc.

$ 5,562 $ 13,641

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

Net income per share attributable to nCino, Inc.:

Basic $ 0.05 $ 0.13

4 unchanged sentences

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Net income (loss) $ ( 4,152 ) $ 8,615 $ ( 17,472 ) $ 913

Three Months Ended April 30,

Net income $ 6,017 $ 14,991

Other comprehensive income (loss):

1 unchanged sentence

Other comprehensive income (loss) 1,358 ( 3,026 )

Comprehensive income (loss) ( 3,939 ) 7,982 ( 16,850 ) ( 23 )

Less comprehensive loss attributable to redeemable non-controlling interest:

Net loss attributable to redeemable non-controlling interest ( 186 ) ( 33 ) ( 409 ) ( 31 )

Comprehensive income 7,375 11,965

Less comprehensive income attributable to redeemable non-controlling interest:

Net income attributable to redeemable non-controlling interest 76 647

Foreign currency translation attributable to redeemable non-controlling interest ( 17 ) —

Comprehensive loss attributable to redeemable non-controlling interest ( 181 ) ( 27 ) ( 406 ) ( 31 )

Comprehensive income (loss) attributable to nCino, Inc.

Comprehensive income attributable to redeemable non-controlling interest 59 647

Comprehensive income attributable to nCino, Inc.

$ 7,316 $ 11,318

2 unchanged sentences

(In thousands, except share data)

Three Months Ended October 31, 2024

Common Stock Treasury Stock Additional

Capital Accumulated Other

Comprehensive

Income (Loss) Accumulated

Deficit Total

Shares Amount Shares Amount

Balance, July 31, 2024 115,387,309 $ 58 — $ — $ 1,439,245 $ 1,407 $ ( 365,855 ) $ 1,074,855

Exercise of stock options 78,206 — — — 486 — — 486

Stock issuance upon vesting of restricted stock units 185,070 — — — — — — —

Stock issuance under the employee stock purchase plan — — — — — — — —

Stock-based compensation — — — — 17,966 — — 17,966

Other comprehensive income — — — — — 208 — 208

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 1,286 ) — ( 3,966 ) ( 5,252 )

Balance, October 31, 2024 115,650,585 $ 58 — $ — $ 1,456,411 $ 1,615 $ ( 369,821 ) $ 1,088,263

Three Months Ended October 31, 2025

Common Stock Treasury Stock Additional

Capital Accumulated Other

Comprehensive

Income (Loss) Accumulated

Deficit Total

Shares Amount Shares Amount

Balance, July 31, 2025 118,017,701 $ 59 2,572,782 $ ( 60,598 ) $ 1,510,517 $ ( 121 ) $ ( 393,039 ) $ 1,056,818

Exercise of stock options 26,700 — — — 272 — — 272

Stock issuance upon vesting of restricted stock units 386,892 — — — — — — —

Stock issuance under the employee stock purchase plan — — — — — — — —

Common stock repurchases under stock repurchase program — — 1,423,701 ( 39,745 ) — — — ( 39,745 )

Stock-based compensation — — — — 18,243 — — 18,243

Other comprehensive loss — — — — — ( 639 ) — ( 639 )

Net income attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 2,109 ) — 8,648 6,539

Balance, October 31, 2025 118,431,293 $ 59 3,996,483 $ ( 100,343 ) $ 1,526,923 $ ( 760 ) $ ( 384,391 ) $ 1,041,488

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

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

Nine Months Ended October 31, 2024

Three Months Ended April 30, 2025

Common Stock Treasury Stock Additional

1 unchanged sentence

Comprehensive

Income (Loss) Accumulated

Income Accumulated

Deficit Total

3 unchanged sentences

Stock issuance upon vesting of restricted stock units 900,433 1 — — ( 1 ) — — —

Stock issuance under the employee stock purchase plan 93,982 — — — 2,514 — — 2,514

Common stock repurchases under share repurchase program — — 1,829,113 ( 40,588 ) — — — ( 40,588 )

Stock-based compensation — — — — 15,809 — — 15,809

Other comprehensive income — — — — — 1,375 — 1,375

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 2,205 ) — ( 17,063 ) ( 19,268 )

Balance, October 31, 2024 115,650,585 $ 58 — $ — $ 1,456,411 $ 1,615 $ ( 369,821 ) $ 1,088,263

Nine Months Ended October 31, 2025

Net income attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 379 ) — 5,941 5,562

Balance, April 30, 2025 117,069,731 $ 59 1,829,113 $ ( 40,588 ) $ 1,490,590 $ 1,551 $ ( 379,394 ) $ 1,072,218

Three Months Ended April 30, 2026

Common Stock Treasury Stock Additional

1 unchanged sentence

Comprehensive

Income (Loss) Accumulated

Income Accumulated

Deficit Total

3 unchanged sentences

Stock issuance upon vesting of restricted stock units 946,220 1 — — ( 1 ) — — —

Stock issuance under the employee stock purchase plan 102,856 — — — 2,444 — — 2,444

Common stock repurchases under stock repurchase program — — 3,996,483 ( 100,343 ) — — — ( 100,343 )

Common stock repurchases under stock repurchase programs — — 6,124,046 ( 93,655 ) ( 16,893 ) — — ( 110,548 )

Stock-based compensation — — — — 13,904 — — 13,904

Other comprehensive loss — — — — — ( 3,026 ) — ( 3,026 )

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 4,100 ) — 944 ( 3,156 )

Balance, October 31, 2025 118,431,293 $ 59 3,996,483 $ ( 100,343 ) $ 1,526,923 $ ( 760 ) $ ( 384,391 ) $ 1,041,488

Net income attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 703 ) — 14,344 13,641

Balance, April 30, 2026 119,882,698 $ 60 11,088,100 $ ( 219,255 ) $ 1,546,967 $ 4,016 $ ( 361,429 ) $ 970,359

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

1 unchanged sentence

(In thousands)

Nine Months Ended October 31,

Three Months Ended April 30,

Cash flows from operating activities

Net loss attributable to nCino, Inc.

Net income attributable to nCino, Inc.

$ 5,562 $ 13,641

Net loss and adjustment attributable to redeemable non-controlling interest 1,796 4,069

Net income (loss) ( 17,472 ) 913

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

Net income and adjustment attributable to redeemable non-controlling interest 455 1,350

Net income 6,017 14,991

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 10,705 10,083

5 unchanged sentences

Deferred income taxes 2,656 180

Provision for bad debt 25 150

Net foreign currency gains ( 658 ) ( 14,178 )

Provision for (recovery of) bad debt 202 ( 54 )

Net foreign currency losses (gains) ( 13,669 ) 185

Gains on investments ( 1,652 ) —

12 unchanged sentences

Acquisition of business, net of cash acquired ( 50,263 ) —

Acquisition of assets ( 450 ) —

Purchases of property and equipment ( 1,718 ) ( 614 )

5 unchanged sentences

Payments on revolving credit facility ( 60,000 ) ( 150,000 )

Payments of debt issuance costs ( 1,382 ) —

Proceeds from term loan, net of debt issuance costs — 199,346

Exercise of stock options 748 473

Stock issuance under the employee stock purchase plan 2,514 2,444

Principal payments on financing obligations ( 410 ) ( 321 )

Payment of contingent consideration

Net cash provided by (used in) financing activities 2,250 ( 65,885 )

Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash 4,040 ( 459 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 140,809 ( 33,385 )

Net increase in cash, cash equivalents, and restricted cash 12,313 14,447

Cash, cash equivalents, and restricted cash, beginning of period 121,267 88,685

Cash, cash equivalents, and restricted cash, end of period $ 133,580 $ 103,132

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In thousands)

Nine Months Ended October 31,

Three Months Ended April 30,

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

8 unchanged sentences

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

Purchase of property and equipment, accrued but not paid 2,425 —

Measurement period adjustments relating to business acquisitions 1,353 147

6 unchanged sentences

Description of Business:

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

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

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

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

Fiscal Year End:

2 unchanged sentences

Principles of Consolidation and Basis of Presentation:

The financial information presented in the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and in accordance with applicable rules and regulations of the Securities Exchange Commission (“SEC”) regarding interim financial reporting.

The financial information presented in the accompanying unaudited condensed 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”) and in accordance with applicable rules and regulations of the Securities Exchange Commission (“SEC”) regarding interim financial reporting.

Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on April 1, 2025.

The unaudited condensed consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries, as well as a variable interest entity (“VIE”) in which the Company is the primary beneficiary.

All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2026 or any future period.

Reclassification:

The Company reclassified certain prior year amounts in the unaudited condensed consolidated statement of cash flows within the cash flows from operating activities to conform to the current year presentation.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive income and cash flows for the interim periods but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2027 or any future period.

Variable Interest Entity:

8 unchanged sentences

Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K.

that it was not contractually obligated to provide.

which it was not contractually obligated to provide.

The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company.

8 unchanged sentences

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

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 unaudited condensed consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital.

These interests are presented on the unaudited condensed consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”

Use of Estimates:

12 unchanged sentences

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

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

The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2026 and April 30, 2026.

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

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

For the three and nine months ended October 31, 2024 and 2025, no individual customer represented more than 10% of the Company’s total revenues.

As of both January 31, 2026 and April 30, 2026, no individual customer represented more than 10% of accounts receivable.

For the three months ended April 30, 2025 and 2026, no individual customer represented more than 10% of the Company’s total revenues.

Restricted Cash:

Restricted cash consists of deposits held as collateral for the Company’s bank guarantees issued in place of security deposits for certain property leases and credit cards at January 31, 2025 and only for certain property leases at October 31, 2025.

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

Restricted cash consists of deposits held as collateral for the Company’s bank guarantees issued in place of security deposits for certain property leases at January 31, 2026 and April 30, 2026.

Restricted cash is included in prepaid expenses and other current assets and long-term prepaid expenses and other assets in the unaudited condensed consolidated balance sheets at January 31, 2026 and April 30, 2026.

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.

5 unchanged sentences

A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

Balance, beginning of period $ 1,229 $ 2,825

6 unchanged sentences

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

adjustments for observable changes in price or impairment as permitted by the measurement alternative.

The 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.

1 unchanged sentence

The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Foreign Currency:

The functional currency of the Company’s foreign subsidiaries is generally the local currency.

Adjustments resulting from translating foreign functional currency financial statements into United States (“U.S.”) dollars are recorded as a separate component on the unaudited condensed consolidated statements of comprehensive loss recorded in foreign currency translation line item.

Adjustments resulting from translating foreign functional currency financial statements into United States (“U.S.”) dollars are recorded as a separate component on the unaudited condensed consolidated statements of comprehensive income recorded in the foreign currency translation line item.

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

2 unchanged sentences

Equity transactions are translated using historical exchange rates.

Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in other income (expense), net in the unaudited condensed consolidated statements of operations and were $ 0.5 million and $ 0.2 million for the three months ended October 31, 2024 and 2025, respectively, and $( 0.2 ) million and $ 15.3 million for the nine months ended October 31, 2024 and 2025, respectively, primarily related to remeasurement of various intercompany loans.

Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in Other income (expense), net in the unaudited condensed consolidated statements of operations and were $ 14.4 million and $( 0.3 ) million for the three months ended April 30, 2025 and 2026, respectively, primarily related to remeasurement of various intercompany loans.

Recently Adopted Accounting Pronouncements:

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The guidance includes amendments that provide a practical expedient for measuring credit losses on current accounts receivable and current contract assets under ASC 606 - Revenue from Contracts with Customers.

The ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods, on a prospective basis.

The Company adopted the new guidance effective February 1, 2026 on a prospective basis and elected the practical expedient to estimate expected credit losses based on actual uncollected amounts.

There was no material impact to the Company's consolidated financial statements as of the adoption date.

Recent Accounting Pronouncements Not Yet Adopted:

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

Improvements to Income Tax Disclosures.

The guidance includes amendments to enhance existing income tax disclosure requirements, primarily related to the rate reconciliation and income taxes paid disclosures.

The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply the ASU retrospectively.

Early adoption is permitted.

The Company expects to adopt 2023-09 in its consolidated financial statements for the fiscal year ended January 31, 2026.

The adoption will require certain additional disclosures in the notes to the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

3 unchanged sentences

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 ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods.

Early adoption is permitted.

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

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40):

4 unchanged sentences

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

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

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

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

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

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

Early adoption is permitted.

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

Variable Interest Entity and Redeemable Non-Controlling Interest

1 unchanged sentence

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

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

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

In October 2019, the Company initially contributed $ 4.7 million in cash in exchange for 51 % of the outstanding common stock of nCino K.K.

In October 2023, the Company made a

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

further investment in nCino K.K.

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 October 31, 2025, the Company controls a majority of the outstanding common stock in nCino K.K.

As of April 30, 2026, the Company controls a majority of the outstanding common stock in nCino K.K.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

4 unchanged sentences

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

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

Balance, beginning of period $ 8,286 $ 12,737

Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 186 ) ( 33 ) ( 409 ) ( 31 )

Net income attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) 76 647

Foreign currency translation ( 17 ) —

9 unchanged sentences

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

Significant unobservable inputs which are supported by little or no market activity.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2025 and October 31, 2025 because of the relatively short duration of these instruments.

The carrying amount of any outstanding borrowings on the Company’s revolving credit facility approximates fair value due to the variable interest rates of the borrowings.

The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period.

The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2025 and October 31, 2025 and indicates the fair value

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, 2026 and April 30, 2026 because of the relatively short duration of these instruments.

The carrying amount of our term loan and any outstanding borrowings on the Company’s revolving credit facility approximates fair value due to the variable interest rates of the debt.

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 Company’s financial assets measured at fair value as of January 31, 2026 and April 30, 2026 and indicates the fair value hierarchy of the valuation:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

hierarchy of the valuation:

Fair value measurements on a recurring basis as of January 31, 2026

1 unchanged sentence

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 $ — $ —

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

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

Total liabilities $ — $ — $ 9,700

Fair value measurements on a recurring basis as of April 30, 2026

Level 1 Level 2 Level 3

5 unchanged sentences

Total liabilities $ — $ — $ 3,275

All of the Company’s money market accounts are classified within Level 1 because the Company’s money market accounts are valued using quoted market prices in active exchange markets including identical assets.

The following table summarizes the change in fair value of the contingent consideration with significant unobservable inputs:

Balance, January 31, 2025 $ —

Three Months Ended April 30,

Balance, beginning of period

Contingent consideration in connection with business acquisition 8,100 —

Changes in fair value 200 242

Balance, October 31, 2025 $ 8,500

Payment of contingent consideration

Balance, end of period

$ 8,300 $ 3,275

The contingent consideration consists of the potential earn-out payment related to the Company’s acquisition of Alphapack, Co.

3 unchanged sentences

This contingent liability was classified as Level 3 within the fair value hierarchy.

Changes in fair values of contingent consideration are recognized in general and administrative expenses on the Company’s unaudited condensed consolidated statement of operations.

The unobservable inputs used in the valuation as of October 31, 2025 included expected payment in the first half of fiscal 2027, a weighted average expected achievement percentage of 86.7 %, and a discount rate of 6.7 %.

There were no transfers between levels of the fair value hierarchy during the three and nine months ended October 31, 2024 and 2025.

Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company’s assets measured at fair value on a non-recurring basis include the investments accounted for under the measurement alternative.

Unrealized gains as a result of an observable price change were $ 0.0 million and $ 0.5 million for

Changes in fair values of contingent consideration are recognized in general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations.

Payment for two of the three performance targets was made during the first quarter of fiscal 2027.

The unobservable inputs used in the valuation for the remaining performance target as of April 30, 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 %.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

the nine months ended October 31, 2024 and 2025, respectively.

Cumulative unrealized gains were $ 0.7 million for investments accounted for under the measurement alternative as of October 31, 2025.

There was no impairment recognized for the three and nine months ended October 31, 2024 and 2025.

Realized gains from the sale of an investment reflects the difference between the sales proceeds and the carrying value of the investment at the beginning of the period or the purchase date, if later.

Realized gains were $ 0.0 million and $ 1.2 million for the nine months ended October 31, 2024 and 2025, respectively.

See Note 12 “Related-Party Transactions” for additional information on the sale of an investment.

There were no transfers between levels of the fair value hierarchy during the three months ended April 30, 2025 and 2026.

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 $ 0.5 million and $ 0.0 million for the three months ended April 30, 2025 and 2026, respectively.

Cumulative unrealized gains were $ 0.7 million for investments accounted for under the measurement alternative as of April 30, 2026.

There was no impairment recognized for the three months ended April 30, 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 $ 1.2 million and $ 0.0 million for the three months ended April 30, 2025 and 2026, respectively.

Disaggregation of Revenue

Disaggregated revenues by source and geographic region were as follows:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

United States

8 unchanged sentences

Total Revenue $ 144,137 $ 159,414

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

During the fourth quarter of fiscal year 2025, the Company changed the presentation of disaggregated revenues from a classification primarily based on geographic region to a classification to include sources by geographic region.

The prior period presentation of disaggregated revenues has been reclassified to conform with the current period presentation.

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

Contract Amounts

Accounts Receivable

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

As of January 31, 2025 As of October 31, 2025

Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2026 and April 30, 2026:

As of January 31, 2026 As of April 30, 2026

Trade accounts receivable $ 139,729 $ 109,089

7 unchanged sentences

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

During the nine months ended October 31, 2025, $ 190.9 million of revenues were recognized out of the deferred revenue balance as of January 31, 2025.

Remaining performance obligations were $ 1.2 billion as of October 31, 2025.

During the three months ended April 30, 2026, $ 99.7 million of revenues were recognized out of the deferred revenue balance as of January 31, 2026.

Remaining performance obligations were $ 1.3 billion as of April 30, 2026.

The Company expects to recognize approximately 67 % of its remaining performance obligation as revenues in the next 24 months, approximately 28 % more in the following 25 to 48 months, and the remainder thereafter.

3 unchanged sentences

As of January 31,

2025 As of October 31,

2026 As of April 30,

Prepaid expenses $ 19,246 $ 20,767

3 unchanged sentences

Property and equipment, net consisted of the following:

As of January 31, 2025 As of October 31, 2025

As of January 31, 2026 As of April 30, 2026

Furniture and fixtures $ 11,862 $ 11,853

3 unchanged sentences

Leasehold improvements 30,536 30,463

Construction in progress 627 —

Total property and equipment, gross 105,423 105,856

2 unchanged sentences

The Company recognized depreciation expense as follows:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

Cost of subscription revenues $ 108 $ 92

9 unchanged sentences

As of January 31,

2025 As of October 31,

Contingent consideration liability $ — $ 8,500

2026 As of April 30,

Accrued compensation and benefits $ 24,797 $ 11,854

Accrued expenses 15,567 14,820

Purchase consideration deferred payment 14,308 14,539

Contingent consideration liability 9,700 3,275

Accrued expenses and other current liabilities $ 64,372 $ 44,488

Business Combinations

On March 20, 2024 (the “DocFox Acquisition Date”), the Company acquired the outstanding equity interests of DocFox, which provides a solution to automate onboarding experiences for commercial and business banking.

The Company acquired DocFox for its complementary product set, which helps simplify and automate the onboarding and account opening process.

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

Including the $ 2.0 million in post combination expense referenced below, transaction costs associated with the DocFox acquisition were approximately $ 3.9 million and were recorded in general and administrative expenses.

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

Included in the total cash paid was $ 6.2 million for DocFox common stock options that were cash settled on the DocFox Acquisition Date.

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

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

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

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

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

The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the DocFox Acquisition Date.

Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Cash and cash equivalents $ 1,400

Accounts receivable 1,898

Operating lease right-of-use assets, net 405

Other current and noncurrent assets 444

Intangible assets 24,600

Goodwill 56,302

Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 3,495 )

Deferred revenue, current and noncurrent ( 3,505 )

Operating lease liabilities, current and noncurrent ( 405 )

Deferred income taxes ( 5,279 )

Net assets acquired $ 72,365

During the three months ended April 30, 2025, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are final.

The Company recorded measurement period adjustments that included a $ 1.0 million adjustment to decrease goodwill for a $ 1.0 million deferred income tax adjustment.

The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the DocFox Acquisition Date:

Fair Value Useful Life

Trade name $ 200 1 year

Customer relationships 16,400 10 years

Developed technology 8,000 5 years

Total intangible assets subject to amortization $ 24,600

Developed technology represents the fair value of DocFox’s technology, customer relationships represent the fair value of the underlying relationships with DocFox’s customers, and trade names represents the fair value of DocFox’s company name.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce.

The goodwill is not deductible for tax.

The Company has not disclosed pro-forma revenue and earnings attributable to DocFox as they did not have a material effect on the Company’s consolidated financial statements.

Integrated Lending Technologies, LLC (“ILT”)

On April 1, 2024 (the “ILT Acquisition Date”), the Company acquired all outstanding membership interests of ILT, which provides consumer loan origination software that streamlines direct and indirect lending operations.

The Company acquired ILT for its complementary products.

The Company has included the financial results of ILT in the unaudited condensed consolidated statements of operations from the ILT Acquisition Date.

Transaction costs associated with the ILT acquisition were approximately $ 0.9 million and were recorded in general and administrative expenses.

The Company paid a total of $ 19.9 million in cash on the ILT Acquisition Date, subject to a net working capital adjustment.

The net working capital adjustment was finalized in July 2024, resulting in an increase to the purchase price of $ 0.1 million which was recorded to goodwill.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired, and liabilities assumed were recorded at their estimated fair values at the ILT Acquisition Date.

Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill.

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

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

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.

Fair Value Useful Life

Trade name $ 210 1 year

Customer relationships 5,870 10 years

Developed technology 2,580 5 years

Total intangible assets subject to amortization $ 8,660

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

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $ 11.1 million is deductible for tax purposes.

The Company has not disclosed pro-forma revenue and earnings attributable to ILT as they did not have a material effect on the Company’s consolidated financial statements.

Artesian Solutions Limited (“FullCircl”)

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

The Company acquired FullCircl for its complementary products.

The Company has included the financial results of FullCircl in the unaudited condensed consolidated statements of operations from the FullCircl Acquisition Date.

Transaction costs associated with the FullCircl acquisition were approximately $ 3.6 million and were recorded in general and administrative expenses.

The purchase consideration was $ 142.4 million, of which the Company paid a total of $ 129.2 million in cash at the FullCircl Acquisition Date.

The purchase consideration includes a deferred payment of $ 15.0 million, with a present value of $ 13.2 million at the FullCircl Acquisition Date, relating to an indemnity holdback amount to be paid in 24 months following the FullCircl Acquisition Date which is included in other long-term liabilities on the unaudited condensed consolidated balance sheets.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

In addition, the Company issued 52,877 RSUs with an approximate fair value of $ 2.0 million to certain employees of FullCircl, which will vest over four years subject to such employees’ continued employment.

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

Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is complete.

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

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

Cash and cash equivalents $ 3,182

Accounts receivable 1,814

Property and equipment, net 66

Operating lease right-of-use assets, net 198

Other current and noncurrent assets 211

Deferred income taxes 136

Intangible assets 37,000

Goodwill 108,549

Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 3,776 )

Deferred revenue, current and noncurrent ( 4,773 )

Operating lease liabilities, current and noncurrent ( 198 )

Net assets acquired $ 142,409

During the six months ended July 31, 2025, the Company recorded measurement period adjustments that included a $ 9.4 million adjustment to decrease goodwill for a $ 9.4 million deferred income tax adjustment.

No additional adjustments were made in the third quarter ended October 31, 2025.

Due to the timing of the transaction, initial accounting for the acquisition is not complete, and further measurement period adjustments may occur in fiscal year 2026, but no later than one year from the FullCircl Acquisition Date.

The Company has estimated the preliminary fair value of net assets acquired based on information currently available and with the assistance of independent third-party valuations and will continue to adjust those estimates as additional information becomes available, valuations are finalized and the tax returns for the pre-acquisition period are completed.

The primary areas of the acquisition accounting that remain preliminary relate to, but are not limited to, (i) finalizing the review and valuation of intangible assets (including key assumptions, inputs and estimates), (ii) finalizing the evaluation and valuation of certain legal matters and/or loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency, and (iii) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions.

As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information becomes available.

The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.

The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table sets forth the components of the preliminary fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the FullCircl Acquisition Date:

Fair Value Useful Life

Trade name $ 1,100 1 year

Customer relationships 26,500 10 years

Developed technology 9,400 5 years

Total intangible assets subject to amortization $ 37,000

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

The Company continues to assess the rates used in the preliminary valuation methods such as, but not limited to, the discount rates for developed technology, customer relationships and trade name and customer attrition rate for customer relationships.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce.

The goodwill is not expected to be deductible for tax.

The Company has not disclosed pro-forma revenue and earnings attributable to FullCircl as they did not have a material effect on the Company’s consolidated financial statements.

Sandbox Banking

2 unchanged sentences

The Company has included the financial results of Sandbox Banking in the unaudited condensed consolidated statements of operations from the Sandbox Acquisition Date.

Transaction costs associated with the Sandbox Banking acquisition were approximately $ 1.4 million and were recorded in general and administrative expenses.

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 unaudited condensed consolidated statements of operations.

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

3 unchanged sentences

As of April 30, 2025, the cash consideration and working capital adjustments were finalized, resulting in final net cash consideration of $ 53.5 million after working capital adjustments of $ 0.5 million.

The preliminary purchase price also includes $ 8.1 million of contingent consideration whereby the Company may be required to pay up to $ 10.0 million subject to the achievement of certain targets over 18 months, subject to revision.

Three earn-outs are payable based on achieving a certain increase in annual contract value, achieving connectivity between defined systems for certain customers and achieving defined development work.

The 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.

1 unchanged sentence

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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 preliminary fair values of assets acquired and liabilities assumed as of the Sandbox Acquisition Date:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Cash and cash equivalents $ 3,330

7 unchanged sentences

Net assets acquired $ 62,942

The primary areas of the acquisition accounting that remain preliminary relate to, but are not limited to, (i) finalizing the review and valuation of intangible assets (including key assumptions, inputs and estimates), (ii) finalizing the Company’s review of certain assets acquired and liabilities assumed, (iii) finalizing the evaluation and valuation of certain legal matters and/or loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency, (iv) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities, including uncertain tax positions, and (v) finalizing the Company’s review of the acquired contracts and related contract assets and liabilities.

As the initial acquisition accounting is based on preliminary assessments, actual values may differ materially when final information becomes available.

The Company believes the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.

The Company will continue to evaluate these items until they are satisfactorily resolved and make necessary adjustments, within the allowable measurement period.

During the first quarter of fiscal year ended January 31, 2027, 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 $ 0.1 million adjustment to increase goodwill for a $ 0.1 million deferred income tax adjustment.

Fair Value Useful Life

3 unchanged sentences

Total intangible assets subject to amortization $ 13,400

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce.

The goodwill is not expected to be deductible for tax.

The financial results of Sandbox Banking since the Sandbox Acquisition Date are included in the Company’s unaudited condensed consolidated financial statements and are not material to the Company.

The goodwill is not deductible for tax purposes.

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.

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Balance, January 31, 2026 $ 1,077,947

Acquisitions 53,830

Measurement period adjustments 147

Translation adjustments ( 1,996 )

Balance, October 31, 2025 $ 1,071,152

Balance, April 30, 2026 $ 1,076,098

NOTES TO UNAUDITED CONDENSED 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 October 31, 2025

As of January 31, 2026 As of April 30, 2026

Amount Accumulated

7 unchanged sentences

$ 257,210 $ ( 121,552 ) $ 135,658 $ 253,914 $ ( 127,699 ) $ 126,215

During the three months ended April 30, 2026, the Company wrote off approximately $ 2.5 million of fully amortized intangible assets and the corresponding accumulated amortization.

The Company recognized amortization expense for intangible assets as follows:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

Cost of subscription revenues $ 5,075 $ 5,113

2 unchanged sentences

Total amortization expense $ 9,189 $ 8,793

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The expected future amortization expense for intangible assets as of October 31, 2025 is as follows:

Fiscal 2026 (remaining three months) $ 8,850

The expected future amortization expense for intangible assets as of April 30, 2026 is as follows:

Fiscal 2027 (remaining nine months) $ 25,320

Fiscal 2028 19,649

4 unchanged sentences

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.

Stockholders’ Equity

Stock Repurchase Program

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

Stockholders’ Equity and Stock-Based Compensation

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”) which was completed in the third quarter of fiscal 2026.

In December 2025, our Board of Directors authorized another stock repurchase program of $ 100.0 million of our outstanding common stock (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 transaction, or by other means.

Open market repurchases will be structured to occur in accordance with applicable federal securities laws.

The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization.

The Company may also, from time to time, enter into

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Rule 10b5-1 plans to facilitate repurchases under this authorization.

The volume, price, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors.

The Stock Repurchase Program does not obligate the Company to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of our Board of Directors.

The following table summarizes the stock repurchase activity under the Company’s Stock Repurchase Program (in thousands, except share and per share data):

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

The stock repurchase programs do 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.

On March 31, 2026, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement with Wells Fargo Bank, N.A.

authorized by our Board of Directors, for $ 100.0 million of our outstanding common stock (the “March 2026 Stock Repurchase Program”).

Upon payment of the aggregate purchase price of $ 100.0 million, the Company received an initial delivery of 5,547,850 shares of its common stock at an initial price of $ 14.98 per share, representing approximately 80 % of the aggregate purchase price.

The Company funded the repurchase with available cash on hand and proceeds from its term loan.

The March 2026 Stock Repurchase Program is accounted for as a treasury stock transaction and forward stock purchase agreement indexed to the Company's stock.

The forward stock purchase agreement is classified as an equity instrument under ASC 815-40, Contracts in Entity's Own Equity (“ASC 815-40”) and deemed to have a fair value of zero at the effective date.

Under the terms of the March 2026 Stock Repurchase Program, the ultimate number of shares of common stock that the Company will repurchase will be based on the average of the daily volume-weighted average price of the common stock during the term of the March 2026 Stock Repurchase Program, less a discount and subject to adjustments pursuant to the terms and conditions of the March 2026 Stock Repurchase Program.

At final settlement, Wells Fargo Bank, N.A.

may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to make a cash payment or deliver shares of common stock at its election to Wells Fargo Bank, N.A.

The final settlement of the March 2026 Stock Repurchase Program is expected to occur in the second quarter of fiscal 2027.

The following table summarizes the stock repurchase activity under the Company’s stock repurchase programs (in thousands, except share and per share data):

Three Months Ended April 30,

Total number of shares repurchased 1,829,113 6,124,046

3 unchanged sentences

$ 40,551 $ 93,107

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

All repurchases were made in open market transactions.

As of October 31, 2025, the Company had completed the purchase authorization under the Stock Repurchase Program.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Repurchases under the December 2025 Stock Repurchase Program were made in open market transactions and the Company is authorized to repurchase $ 65.0 million of its common stock remaining available under the December 2025 Stock Repurchase Program as of April 30, 2026.

Stock Options

Stock option activity for the nine months ended October 31, 2025 was as follows:

Stock option activity for the three months ended April 30, 2026 was as follows:

Shares Weighted

3 unchanged sentences

Exercised ( 67,557 ) 7.10

Outstanding, October 31, 2025 535,929 $ 7.99

Exercisable, October 31, 2025 535,929 $ 7.99

Fully vested or expected to vest, October 31, 2025 535,929 $ 7.99

Outstanding, April 30, 2026 412,084 $ 8.20

Exercisable, April 30, 2026 412,084 $ 8.20

Fully vested or expected to vest, April 30, 2026 412,084 $ 8.20

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Restricted Stock Units

RSU activity during the nine months ended October 31, 2025 was as follows:

RSU activity during the three months ended April 30, 2026 was as follows:

Shares Weighted Average

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Forfeited ( 250,711 ) 28.72

Nonvested, October 31, 2025 6,770,521 $ 28.47

As of October 31, 2025, total unrecognized compensation expense related to non-vested RSUs was $ 153.3 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.

Nonvested, April 30, 2026 5,579,203 $ 26.55

As of April 30, 2026, total unrecognized compensation expense related to non-vested RSUs was $ 115.9 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 2.58 years.

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Thereafter, offering periods begin each year on January 1 and July 1.

The fair value of ESPP shares during the nine months ended October 31, 2024 and 2025 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:

Nine Months Ended October 31,

The fair value of ESPP shares during the three months ended April 30, 2025 and 2026 was estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:

Three Months Ended April 30,

Expected life (in years) 0.50 0.50

Expected volatility 40.74 %

40.74 % - 46.91 %

Expected dividends 0.00 % 0.00 %

Risk-free interest rate 4.25 %

4.25 % - 4.29 %

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Stock-Based Compensation Expense

Stock-based compensation expense included in our unaudited condensed consolidated statements of operations were as follows:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Total stock-based compensation expense included in our unaudited condensed consolidated statements of operations were as follows:

Three Months Ended April 30,

Cost of subscription revenues $ 664 $ 655

4 unchanged sentences

Total stock-based compensation expense $ 15,814 $ 13,904

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Operating Leases

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

See Note 15 “Restructuring” regarding lease terminations in connection with the Restructuring Plan.

The 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 .

The components of lease expense were as follows:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

Operating lease expense $ 1,410 $ 1,126

4 unchanged sentences

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

Nine Months Ended October 31,

Three Months Ended April 30,

Cash paid for amounts included in the measurement of operating lease liabilities $ 1,584 $ 1,231

Operating lease right-of-use assets obtained in exchange for operating lease liabilities — 195

Operating lease right-of-use assets and operating lease liabilities reductions related to operating lease terminations or modifications 1,947 2,102

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating lease liabilities as of October 31, 2025 were 7.02 years and 6.8 %, respectively.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Future minimum lease payments as of October 31, 2025 were as follows:

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating lease liabilities as of April 30, 2026 were 6.95 years and 6.8 %, respectively.

Future minimum lease payments as of April 30, 2026 were as follows:

Operating Leases

Fiscal 2026 (remaining three months) $ 1,187

Fiscal 2027 (remaining nine months) $ 3,470

Fiscal 2028 2,544

8 unchanged sentences

Long-term lease obligations $ 8,801

Revolving Credit Facility

On February 11, 2022, the Company entered into a Credit Agreement (the “2022 Credit Agreement”), by and among the Company, nCino OpCo (the “Borrower”), certain subsidiaries of the Company as guarantors, and Bank of America, N.A.

as lender (the “Lender”), pursuant to which the Lender provided to the Borrower a senior secured revolving credit facility of up to $ 50.0 million (the “2022 Credit Facility”).

The 2022 Credit Facility included borrowing capacity available for letters of credit subject to a sublimit of $ 7.5 million.

Any issuance of letters of credit would have reduced the amount available under the 2022 Credit Facility.

The Company was also required to maintain at least $ 5.0 million of the Company’s cash and/or marketable securities with the Lender.

On February 9, 2024, the Company entered into a First Amendment to extend the existing maturity date of the 2022 Credit Facility provided for under the 2022 Credit Agreement to February 11, 2025.

On March 17, 2024, the Company entered into the Second Amendment which increased our borrowing availability to $ 100.0 million and extended the existing maturity date of the 2022 Credit Facility to March 17, 2029.

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

(i) a base rate equal to the greatest of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50 %, and (c) the Term SOFR rate plus 1.00 % (provided that the base rate shall not be less than 0.00 %), plus a margin of 1.3125 %;

or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00 %), plus a margin of 2.3125 %, in each case with such margin subject to a step down based on achievement of a certain leverage ratio.

The Company was also required to pay an unused commitment fee to the Lender of 0.30 % of the average daily unutilized commitments (with a step down based on achievement of a certain leverage ratio).

The Company was also required to pay customary letter of credit fees.

On October 28, 2024, the Company terminated the 2022 Credit Agreement above and entered into a new Credit Agreement (the “2024 Credit Agreement”), by and among the Company, nCino OpCo, Inc.

At April 30, 2026, the Company committed $ 1.2 million for a lease signed but not yet commenced.

This lease, which is expected commence within the next twelve months, has a term of five years .

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

2024 Credit Agreement

On October 28, 2024, the Company 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.

3 unchanged sentences

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:

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 Term Loan is subject to the same interest rate terms, guarantee structure, collateral provisions, and financial covenants as the 2024 Credit Facility, as described below.

Borrowings under the 2024 Credit Facility and Term Loan 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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

certain leverage ratios.

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

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) for the 2024 Credit Facility.

The Company must also pay customary letter of credit fees.

3 unchanged sentences

The financial covenants require the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated Total Leverage Ratio not in excess of 4.00 :1.00 as of the end of any fiscal quarter, and (ii) a Consolidated Interest Coverage Ratio not less than 3.00 :1.00 as of the end of any fiscal quarter, in each case, commencing with the fiscal quarter ended January 31, 2025.

The 2024 Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65 % of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.

As of January 31, 2025 and October 31, 2025, unamortized debt issuance costs were $ 1.4 million and $ 1.1 million, respectively, and are included in long-term prepaid expenses and other assets.

The Company had $ 166.0 million and $ 203.5 million outstanding and no letters of credit issued under the 2024 Credit Facility and was in compliance with all covenants as of January 31, 2025 and October 31, 2025, respectively.

As of October 31, 2025, the applicable interest rate was 6.16 %.

The available borrowing capacity under the 2024 Credit Facility was $ 46.5 million as of October 31, 2025.

The 2024 Credit Facility and Term Loan are 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.

The following table summarizes outstanding debt balances:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

As of January 31, 2026 As of April 30,

Borrowings under revolving credit facility

$ 213,500 $ 63,500

Term loan facility

Debt issuance costs (1)

Total debt, net of debt issuance costs

$ 213,500 $ 262,810

Debt, current portion, net

Debt, noncurrent, net

213,500 253,007

$ 213,500 $ 262,810

(1) Debt issuance costs associated with the term loan facility are recorded net of the debt obligation, and debt issuance costs for the revolving credit facility are recorded in long-term prepaid expense and other assets.

As of January 31, 2026 and April 30, 2026, unamortized debt issuance costs for the revolving credit facility were $ 1.1 million and $ 1.0 million, respectively, and are included in long-term prepaid expenses and other assets.

The following table summarizes the annual maturities of the principal amount of total debt due as of April 30, 2026:

As of April 30,

Fiscal Year Ending

Fiscal 2027 (remaining nine months) $ 7,500

Fiscal 2028 10,000

Fiscal 2029 10,000

Fiscal 2030 236,000

The Company had no letters of credit issued under the 2024 Credit Facility and was in compliance with all covenants as of January 31, 2026 and April 30, 2026.

As of April 30, 2026, the applicable interest rate was 5.67 %.

The available borrowing capacity under the 2024 Credit Facility was $ 186.5 million as of April 30, 2026.

Commitments and Contingencies

1 unchanged sentence

Purchase Commitments

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

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

Financing Obligations

3 unchanged sentences

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

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

Purchase commitments and future minimum lease payments required under financing obligations as of April 30, 2026 is as follows:

Purchase commitments Financing obligations - leased facility

Fiscal 2026 (remaining three months) $ 22,098 $ 1,169

Fiscal 2027 (remaining nine months) $ 65,381 $ 3,070

Fiscal 2028 79,310 4,363

8 unchanged sentences

A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations.

The weighted-average discount rate for the Company’s financing obligations as of October 31, 2025 was 5.7 %.

The weighted-average discount rate for the Company’s financing obligations as of April 30, 2026 was 6.8 %.

Indemnification

5 unchanged sentences

From time to time, the Company is involved in legal proceedings or is subject to claims arising in the ordinary course of business.

In the opinion of management of the Company, however, there are no proceedings or claims pending against the Company that we believe are likely to have a material adverse effect on the Company.

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

2 unchanged sentences

The Company accrues for any assessments if deemed probable and estimable.

Related-Party Transactions

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

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

The investment was considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company as of November 1, 2022, owned greater than ten percent of Zest AI.

During the first quarter of fiscal year 2026, we sold all our shares in Zest AI and recorded a realized gain of $ 1.2 million.

At the time of this transaction, Zest AI was no longer considered a related party.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Basic and Diluted Net Income per Share

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

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

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

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

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

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Basic net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 5,252 ) $ 6,539 $ ( 19,268 ) $ ( 3,156 )

Weighted-average common shares outstanding 115,611,833 114,407,430 114,970,622 113,594,540

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

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Three Months Ended April 30,

Basic net income per share:

Net income attributable to nCino, Inc.

$ 5,562 $ 13,641

Three Months Ended October 31, Nine Months Ended October 31,

Weighted-average common shares outstanding, basic 114,781,654 108,502,547

Basic net income per share attributable to nCino, Inc.

$ 0.05 $ 0.13

Diluted net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

Three Months Ended April 30,

Diluted net income per share:

Net income attributable to nCino, Inc.

$ 5,562 $ 13,641

2 unchanged sentences

Weighted-average common shares outstanding, diluted 116,578,848 109,458,472

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

Diluted net income per share attributable to nCino, Inc.

$ 0.05 $ 0.12

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

Nine Months Ended October 31,

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

Three Months Ended April 30,

Stock options issued and outstanding — 11,382

1 unchanged sentence

Shares issuable pursuant to the ESPP — 170,645

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Segment Information

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews financial information on a consolidated basis.

The Company brings together people and data to enable financial institutions to enhance strategic decision-making, risk management, and customer satisfaction through the selection of intelligent solutions provided by the nCino Platform as a SaaS company.

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

The CODM uses consolidated net income (loss) in deciding how to make operating decisions, allocate resources, and assess performance, including whether to reinvest profits into the existing business or to use in other ways, such as for acquisitions.

The CODM uses consolidated net income in deciding how to make operating decisions, allocate resources, and assess performance, including whether to reinvest profits into the segment or other parts of the entity, such as for acquisitions.

NOTES TO UNAUDITED CONDENSED 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:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

Revenues $ 144,137 $ 159,414

9 unchanged sentences

Interest expense 4,450 4,481

Adjusted other (income) expense, net (2)

Other (income) expense, net (5)

( 16,097 ) 333

1 unchanged sentence

26,343 23,392

Income tax provision (benefit) 2,589 ( 695 ) 1,360 5,048

Net income (loss) $ ( 4,152 ) $ 8,615 $ ( 17,472 ) $ 913

(1) Cost of revenue, sales and marketing expense, research and development expense, and general and administrative expense in the consolidated statements of operations, adjusted to exclude amortization of intangible assets, stock-based compensation expense, acquisition-related expenses, certain litigation expenses, and restructuring and related charges, if any.

(2) Beginning in the first quarter of fiscal 2026, other (income) expense, net in the consolidated statements of operations, adjusted to exclude intercompany foreign currency exchange gains or losses from the remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Prior period amounts recast to conform to the current presentation.

Income tax provision

$ 6,017 $ 14,991

(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 2027, other (income) expense, net in the consolidated statements of operations, adjusted to not 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 were 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:

Three Months Ended October 31, Nine Months Ended October 31,

2024 2025 2024 2025

Three Months Ended April 30,

United States $ 112,550 $ 123,007

2 unchanged sentences

$ 144,137 $ 159,414

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

For the three and nine months ended October 31, 2024 and 2025, only the United Kingdom, in addition to the United States, represented 10% or more of total revenues for the periods presented.

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 three months ended April 30, 2025 and 2026, only the United Kingdom, in addition to the United States, represented 10% or more of total revenues for the periods presented.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

As of January 31, 2025 As of October 31,

Long-lived assets, which consist of property and equipment, net and operating lease right-of-use (“ROU”) assets, net by geographic region were as follows:

As of January 31, 2026 As of April 30,

United States $ 70,013 $ 69,186

2 unchanged sentences

$ 88,294 $ 86,670

Restructuring

In the second quarter of fiscal 2026, the Company announced a workforce reduction of approximately 7 % and office space reductions in certain markets (collectively, the “Restructuring Plan”) in furtherance of its efforts to improve operational efficiencies.

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

An additional $ 0.1 million was recorded in the third quarter, and the Company expects to finalize the process in fiscal 2026, subject to local law and consultation requirements.

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

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

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

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

The Company’s restructuring charges for the nine months ended October 31, 2025 were as follows:

Severance Costs Exit Costs Asset Write-offs Total

Cost of subscription revenues $ 426 $ 53 $ 17 $ 496

Cost of professional services and other revenues 537 139 46 722

Sales and marketing 1,288 128 42 1,458

Research and development 3,732 221 73 4,026

General and administrative 1,080 1,192 1,155 3,427

Total restructuring charges $ 7,063 $ 1,733 $ 1,333 $ 10,129

The activity of the Restructuring Plan liabilities was as follows:

Balance at January 31, 2025 $ —

Charges incurred 10,129

Cash payments ( 8,043 )

Non-cash items ( 674 )

Balance at October 31, 2025 $ 1,412

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

As of October 31,

Included in accrued expenses and other current liabilities $ 1,104

Included in other long-term liabilities 308

Total $ 1,412

Subsequent Event

On May 1, 2026, the Company granted 4,288,572 RSUs to the Company’s employees, including executive officers, as part of its ordinary course annual compensation process.

The Company expects to recognize stock-based compensation expense of $ 77.8 million related to the RSUs over a weighted average period of 4 years.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements