What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-27 compared with 2025-12-03 · 153 added, 205 removed, 254 unchanged (58% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed with the SEC on April 1, 2025.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.

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For example, references in this Quarterly Report on Form 10-Q to “fiscal 2027” refer to the fiscal year ended January 31, 2027.

As employees at financial institutions do their daily work and serve their clients, they often face inefficiencies from disparate systems, broken workflows, manual processes, and the inability to harness and utilize data effectively.

This negatively impacts risk management, decision making, and the experiences of bankers and their clients.

To solve the problem, FIs need technology that helps them reengineer every experience, intelligently and with agility as market needs shift, and a partner with the experience to help advise on best practices.

nCino’s trusted platform enables FIs to consolidate vendors while optimizing operations by integrating artificial intelligence (“AI”) and actionable insights to cohesively bring together people and data and thereby enhance strategic decision-making, risk management, and customer satisfaction.

From managing complex credit portfolios to streamlining account onboarding and originating loans, nCino helps FIs of all sizes globally deliver faster, intelligent, and more connected experiences.

Financial Institutions (“FIs”) need a unified platform that helps them reengineer every experience, from managing complex credit portfolios to streamlining account onboarding and loan origination.

nCino helps FIs of all sizes optimize their operations by embedding banking intelligence directly into the tools FI employees already use.

nCino's data foundation, which was developed from the workflows, decisions, and outcomes of FIs, enables our platform to deliver AI-driven capabilities across our solutions.

With the nCino Platform, FIs can:

• embrace the power of intelligent automation and uncover data-drive insights,

• operate more intelligently,

• improve efficiency,

• elevate employee and customer experiences, and

• manage risk and help ensure compliance more effectively.

• elevate employee and client experiences, and

• manage risk and compliance continuously rather than reactively.

nCino was originally founded in a bank to improve that institution’s operations and client service.

After realizing that virtually all banks and credit unions face the same problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce which made it difficult to maintain relevancy in their clients’ lives— nCino was spun out as a separate company in late 2011 to help more institutions solve these challenges using cloud-based technology.

Its founders quickly realized that virtually all banks and credit unions faced the same core problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce.

nCino was spun out as a separate company in late 2011 to help more institutions solve these challenges using cloud-based technology.

We initially focused on developing the nCino Platform to transform commercial and small business lending for community and regional banks in the U.S.

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We have subsequently expanded across North America, Europe, the Middle East, Japan and Asia-Pacific (“APAC”).

nCino’s approach to market expansion includes strategically building products and acquiring technology to continue to fulfill a platform vision.

Over the years, we built and enhanced products internally to ensure innovation and seamless integration across key solution lines of commercial, small business, and consumer banking.

Through the strategic acquisitions of SimpleNexus, DocFox, FullCircl, ILT, Visible Equity, FinSuite and most recently, Sandbox Banking, we significantly augmented nCino’s Platform capabilities for mortgage lending, onboarding, account opening, indirect auto lending, and advanced analytics and AI.

This approach has allowed us to create a unified platform of best-in-class intelligent solutions, enabling FIs to replace multiple legacy systems, connect their operations, and streamline workflows and processes across various business lines to achieve desired impact and process improvement.

We generally offer the nCino Platform on a subscription basis pursuant to non-cancellable multi-year contracts that are typically three to five years in duration.

Over the years, we've built and enhanced our products to ensure innovation and seamless integration across key solution lines of commercial, small business, and consumer banking, including mortgage.

We have strategically built and acquired technology, including SimpleNexus, DocFox, FullCircl, ILT, Visible Equity, FinSuite, and Sandbox Banking, to significantly augment the capabilities of the nCino Platform for mortgage lending, onboarding, account opening, indirect auto lending, and advanced analytics and AI.

This approach has allowed us to create a unified platform of best-in-class intelligent solutions, underpinned by our rich data foundation, enabling FIs to replace multiple legacy systems, connect their operations, and streamline workflows and processes across various business lines to achieve desired impacts and process improvements.

We generally offer the nCino Platform on a subscription basis pursuant to non-cancelable multi-year contracts that are typically three to five years in duration.

nCino has evolved from a single product workflow solution to a platform of best-in-class, intelligent solutions.

Our new Intelligent Solution Framework pricing model helps ensure the value-based positioning and pricing of our products and creates an opportunity to embed intelligence into all our solutions.

Starting in fiscal 2025, by moving away from a seat-based pricing model to pricing directly correlated to the FI’s assets, transaction or processing volumes, we began to more directly align our revenues to the usefulness the nCino Platform provides as nCino creates efficiencies for our customers.

Our Intelligent Solution Framework pricing model helps ensure the value-based positioning and pricing of our products and creates an opportunity to embed intelligence into all our solutions.

We sell our solutions directly through our business development managers, account executives, field sales engineers, and customer success managers.

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are organized around FIs based on size, whereas internationally, we focus our sales efforts by geography.

As of October 31, 2025, we had 182 sales and sales support personnel in the U.S.

As of April 30, 2026, we had 182 sales and sales support personnel in the U.S.

and 125 sales and support personnel in offices outside the U.S.

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Current Events

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

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

On the same date, Mr.

Naudé was appointed Executive Chairman of the Board .

On February 7, 2025, (the “Sandbox Acquisition Date”) we acquired Alphapack, Co.

dba Sandbox Banking (“Sandbox Banking”), a digital transformation leader serving the financial services industry, for an aggregate purchase price of $62.9 million, inclusive of an additional earn-out opportunity of up to $10.0 million.

This acquisition strengthens our ability to enhance data connectivity and streamline operations for banks and credit unions through an industry-leading Integration Platform as a Service (“iPaaS”) solution for a more intelligent and harmonious technology platform.

See Note 6 “Business Combinations” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.

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”).

During the three and nine months ended October 31, 2025, we repurchased 1.4 million and 4.0 million shares of our outstanding common stock for $39.5 million and $100.0 million, respectively, excluding transaction costs and excise tax associated with the repurchases.

As of October 31, 2025, no amounts remain available for future repurchases under the Stock Repurchase Program.

See Note 8 “Stockholders’ Equity” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

We funded the purchase of Sandbox Banking and our purchases under the Stock Repurchase Program primarily through borrowings under our credit facility.

On May 27, 2025, we announced the Restructuring Plan in furtherance of our efforts to improve operational efficiencies.

We incurred charges of $10.1 million for the nine months ended October 31, 2025 in connection with the Restructuring Plan.

See Note 15 “Restructuring” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

For the three months ended October 31, 2024 and 2025, our total revenues were $138.8 million and $152.2 million, respectively, representing a 9.6% increase.

For the three months ended October 31, 2024 and 2025, our subscription revenues were $119.9 million and $133.4 million, respectively, representing an 11.3% increase.

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 provided to nCino OpCo, Inc.

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

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

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

however, any repaid amounts may not be reborrowed.

The interest rate terms, guarantee structure, collateral provisions, and financial covenants applicable to the Term Loan are consistent with those governing the 2024 Credit Facility.

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

See Note 10 “Debt” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

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

The initial delivery of shares for the full purchase price of $100.0 million represented approximately 80% of the total shares to be repurchased.

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

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

See Note 8 “Stockholders’ Equity and Stock-Based Compensation” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

For the three months ended April 30, 2025 and 2026, our total revenues were $144.1 million and $159.4 million, respectively, representing a 10.6% increase.

For the three months ended April 30, 2025 and 2026, our subscription revenues were $125.6 million and $140.9 million, respectively, representing a 12.2% increase.

We recorded net income attributable to nCino, Inc.

of $6.5 million for the three months ended October 31, 2025, compared to a net loss attributable to nCino, Inc.

of $5.3 million for the three months ended October 31, 2024.

For the nine months ended October 31, 2024 and 2025, our total revenues were $399.3 million and $445.1 million, respectively, representing an 11.5% increase.

For the nine months ended October 31, 2024 and 2025, our subscription revenues were $344.2 million and $389.8 million, respectively, representing a 13.2% increase.

We recorded net loss attributable to nCino, Inc.

of $3.2 million for the nine months ended October 31, 2025, compared to net loss attributable to nCino, Inc.

of $19.3 million for the nine months ended October 31, 2024.

subscription revenues include an aggregate of $5.2 million from FullCircl and Sandbox Banking for the three months ended October 31, 2025 and $16.1 million for the nine months ended October 31, 2025.

We have included the financial results of Sandbox Banking in the unaudited condensed consolidated financial statements from the Sandbox Acquisition Date.

For fiscal 2026, our financial results also include the operating results of our fiscal 2025 acquisitions of DocFox, ILT, and FullCircl from their acquisition dates of March 20, 2024, April 1, 2024, and November 5, 2024, respectively.

of $13.6 million for the three months ended April 30, 2026, compared to a net income attributable to nCino, Inc.

of $5.6 million for the three months ended April 30, 2025.

Factors Affecting Our Operating Results

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Our success in growing our customer base and expanding adoption of our solutions by existing customers requires a focused direct sales engagement and the ability to convince key decision makers at FIs to replace legacy third-party point solutions or internally developed software with our solutions.

Our ability to successfully implement our new asset-based pricing model that formally started in fiscal 2025 will also be a key driver.

In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 22.1% of total revenues for the three months ended October 31, 2025 and 22.2% for the nine months ended October 31, 2025.

Our ability to successfully implement our asset-based pricing model, which we began implementing in fiscal 2025, and our success in implementing AI capabilities in ways that our customers perceive as adding value, will also be key drivers.

In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 22.8% of total revenues for the three months ended April 30, 2026.

For new customers, our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs to 12 to 18 months or more for larger FIs.

Key to landing new customers is our ability to successfully take our existing customers live and help them achieve measurable returns on their investment, thereby turning them into referenceable accounts.

If we are unable to successfully address the foregoing challenges, our ability to grow our business and achieve profitability will be adversely affected, which may in turn reduce the value of our common stock.

If we are unable to successfully address the foregoing challenges, our ability to grow our business and sustain profitability will be adversely affected, which may in turn reduce the value of our common stock.

Mix of Subscription and Professional Services Revenues.

The initial deployment of our solutions by our customers requires a period of implementation and configuration services that typically average less than six months, but may extend beyond twelve months, depending on scope.

As a result, during the initial go-live period for a customer on the nCino Platform, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas over time, revenues from established customers are more heavily weighted to subscriptions.

As a result, during the initial go-live period for a customer on the nCino Platform, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas

over time, revenues from established customers are more heavily weighted to subscriptions.

While professional services revenues will fluctuate as a percentage of total revenues, we expect subscription revenues will continue to make up an increasing proportion of our total revenues.

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• Client onboarding, loan origination, and deposit account opening solutions targeted at a FI’s commercial, small business, and retail lines of business, as well as Banking Advisor and other ancillary products, for which we generally charge on a per seat basis or based upon the asset size of the customer.

As we continue to implement our new pricing model, we expect the number of customers we charge based on asset size will increase considerably.

As we continue transitioning to our asset-based pricing model, we expect the number of customers we charge based on asset size will increase considerably.

• Through our U.S.

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Our subscription revenues are generally recognized ratably over the term of the contract beginning upon activation.

For new customers, we typically activate all seats at inception of the agreement with stated price increases.

For new customers, we typically activate all seats at inception of the agreement with stated price increases at specified intervals over the contract term.

In these arrangements, the aggregate license fees over the contract term are recognized as revenue in equal amounts annually over the term.

We may also activate a portion of seats at inception of the agreement, with the balance of seats activated at contractually specified points in time thereafter.

Both approaches pattern our invoicing after the customer’s expected rate of implementation and adoption.

Both approaches pattern the amount of our invoicing to customers after their expected rate of implementation and adoption.

Where seats are activated in stages, we charge subscription fees from the date of activation through the anniversary of the initial activation date, and annually thereafter.

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For enterprise and larger regional FIs, we generally work with SI partners to provide the majority of implementation services for the nCino Platform, for which these SI partners bill our customers directly.

We have historically delivered professional services ourselves for community banks, smaller credit unions, and our U.S.

We have historically delivered professional services ourselves for community banks,

smaller credit unions, and our U.S.

mortgage business.

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In addition, cost of subscription revenues includes personnel-related costs associated with delivering maintenance and support services, including salaries, benefits and stock-based compensation expense, travel and related costs, amortization of acquired developed technology, and allocated overhead.

Our subscription gross margin will vary from period to period as a function of the utilization of support personnel and the extent to which we recognize subscription revenues from the resale of Salesforce’s CRM solution.

Our subscription gross margin will vary from period to period based on the relative mix of revenues from our solutions, including the resale of Salesforce's CRM solution, and the utilization of support personnel.

We expect the cost of subscription revenues will continue to increase in absolute dollars as we grow our business.

Cost of Professional Services and Other Revenues .

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Sales and marketing expenses consist primarily of personnel costs of our sales and marketing employees, including salaries, sales commissions and incentives, benefits and stock-based compensation expense, travel and related costs.

We capitalize incremental costs incurred to obtain contracts, primarily consisting of sales commissions, and subsequently amortize these costs over the expected period of benefit, which we have determined to be approximately four

Sales and marketing expenses also include outside consulting fees, marketing programs, including lead generation, costs of our annual user conference, advertising, trade shows and other event expenses, amortization of intangible assets, and allocated overhead.

We expect sales and marketing expenses to increase as a percentage of revenues as we expand more into credit unions in the U.S.

and on the European continent.

We expect sales and marketing expenses to decrease as a percentage of revenues as we leverage investments made to date.

Research and Development.

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General and administrative expenses consist primarily of salaries, benefits and stock-based compensation associated with our executive, finance, legal, human resources, information technology, compliance and other administrative personnel.

General and administrative expenses also include accounting, auditing and legal professional services fees, travel and other corporate-related expenses, changes in fair value of contingent consideration, and allocated overhead, as well as acquisition-related expenses, such as legal and other professional services fees.

General and administrative expenses also include accounting, auditing and legal professional services fees, travel and other corporate-related expenses, changes in fair value of contingent consideration, and allocated overhead, as well as transaction-related expenses, such as legal and other professional services fees.

We expect general and administrative expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.

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Other income (expense), net consists primarily of foreign currency gains and losses, the majority of which is due to the remeasurement of intercompany loans that are denominated in currencies other than the underlying functional currency of the applicable entity.

Income Tax Provision (Benefit).

Income tax provision (benefit) consists of federal and state income taxes in the U.S.

Income Tax Provision.

Income tax provision consists of federal and state income taxes in the U.S.

and income taxes in foreign jurisdictions.

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The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q.

The following tables present our selected unaudited condensed consolidated statements of operations data for three and nine months ended October 31, 2024 and 2025 in both dollars and as a percentage of total revenues, except as noted.

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

2024 2025 (1)

The following tables present our selected unaudited condensed consolidated statements of operations data for three months ended April 30, 2025 and 2026 in both dollars and as a percentage of total revenues, except as noted.

Three Months Ended April 30,

($ in thousands)

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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 (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 76 647

Adjustment attributable to redeemable non-controlling interest 379 703

Net income (loss) attributable to nCino, Inc.

Net income attributable to nCino, Inc.

$ 5,562 $ 13,641

(1) Includes the operating results of DocFox, ILT, FullCircl and Sandbox Banking from the DocFox Acquisition Date, the ILT Acquisition Date, FullCircl Acquisition Date and the Sandbox Acquisition Date, respectively, see Note 6 “Business Combinations” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

The Company recognized stock-based compensation expense as follows:

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

Three Months Ended April 30,

($ in thousands) 2025 2026

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The Company recognized amortization expense for intangible assets as follows:

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

Three Months Ended April 30,

($ in thousands) 2025 2026

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Total amortization expense $ 9,189 $ 8,793

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

2024 2025 2024 2025

Three Months Ended April 30,

Subscription revenues 87.1 % 88.4 %

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Other income (expense), net 11.2 (0.2)

Income (loss) before income taxes (1.1) 5.2 (3.9) 1.4

Income tax provision (benefit) 1.9 (0.5) 0.3 1.1

Net income (loss) (3.0) % 5.7 % (4.2) % 0.3 %

Comparison of the Three and Nine Months Ended October 31, 2024 and 2025

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

Income before income taxes 7.4 10.4

Income tax provision 3.1 1.1

Net income 4.3 % 9.3 %

Comparison of the Three Months Ended April 30, 2025 and 2026

Three Months Ended April 30,

($ in thousands) 2025 2026

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Subscription Revenues

Subscription revenues increased $13.5 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business.

Of the increase, 48.0% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 52.0% was attributable to initial revenues from customers who did not contribute to subscription revenues during the three months ended October 31, 2024.

Subscription revenues were 87.7% of total revenues for the three months ended October 31, 2025 compared to 86.4% of total revenues for the three months ended October 31, 2024, primarily due to growth in our installed base.

Subscription revenues increased $45.5 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business.

Of the increase, 57.7% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 42.3% was attributable to initial revenues from customers who did not contribute to subscription revenues during the nine months ended October 31, 2024.

Subscription revenues were 87.6% of total revenues for the nine months ended October 31, 2025 compared to 86.2% of total revenues for the nine months ended October 31, 2024, primarily due to growth in our installed base.

Subscription revenues increased $15.3 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business.

Of the increase, 72.6% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 27.4% was attributable to initial revenues from customers who did not contribute to subscription revenues during the three months ended April 30, 2025.

Subscription revenues were 88.4% of total revenues for the three months ended April 30, 2026 compared to 87.1% of total revenues for the three months ended April 30, 2025, primarily due to growth in our installed base.

Professional Services and Other Revenues

Professional services and other revenues decreased $0.2 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to the mix of solutions being implemented and certain markets yielding lower effective bill rates.

Professional services and other revenues increased $0.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to the mix of solutions being implemented.

Professional services and other revenues were essentially flat for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to the mix of solutions being implemented.

Cost of Revenues and Gross Margin

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

Three Months Ended April 30,

($ in thousands) 2025 2026

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Cost of Subscription Revenues

Cost of subscription revenues increased $3.7 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, generating a gross margin for subscription revenues of 71.9% and 71.8% for the three months ended October 31, 2025 and 2024, respectively.

The dollar increase was primarily attributable to a $2.5 million increase in other data costs and a $0.5 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers.

The increase also included a $0.7 million increase in amortization expense related to acquired intangible assets.

We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Platform grows.

Cost of subscription revenues increased $12.6 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, generating a gross margin for subscription revenues of 71.4% compared to a gross margin of 71.3% for the nine months ended October 31, 2024.

The dollar increase was primarily attributable to a $8.0 million increase in other data costs and a $0.9 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers.

The increase also included a $2.4 million increase in amortization expense related to acquired intangible assets, as well as a $1.1 million increase in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan and compensation increases.

We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Platform grows.

Cost of subscription revenues increased $3.1 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, generating a gross margin for subscription revenues of 71.2% and 72.2% for the three months ended April 30, 2025 and 2026, respectively.

The increase primarily consisted of:

• $2.1 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers, and

• a $1.1 million increase in third party data costs.

Cost of Professional Services and Other Revenues

Cost of professional services and other revenues increased $1.1 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, generating a gross margin for professional services and other revenues of (12.3)% compared to a gross margin of (5.7)% for the three months ended October 31, 2024.

For the three months ended October 31, 2025, personnel costs, including stock-based compensation expense, increased $1.0 million compared to the three months ended October 31, 2024, primarily attributable to compensation increases.

The increase also included a $0.3 million increase in allocated overhead primarily attributable to internal investments in AI technology.

The decrease in our professional services and other gross margin for the three months ended October 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Cost of professional services and other revenues increased $5.4 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, generating a gross margin for professional services and other revenues of (18.0)% compared to a gross margin of (8.8)% for the nine months ended October 31, 2024.

For the nine months ended October 31, 2025, personnel costs, including stock-based compensation expense, increased $4.4 million compared to the nine months ended October 31, 2024, mainly from an increase in headcount primarily due to acquisitions and restructuring costs incurred in connection with the Restructuring Plan.

The increase also included a $1.0 million increase in allocated overhead primarily attributable to internal investments in AI technology.

The decrease in our professional services and other gross margin for the nine months ended October 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Cost of professional services and other revenues decreased $2.3 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, generating a gross margin for professional services and other revenues of (16.3)% and (4.0)% for the three months ended April 30, 2025 and 2026, respectively.

The increase in our professional services

and other gross margin for the three months ended April 30, 2026 was primarily attributable to a decrease in headcount, coupled with higher effective billing and utilization rates.

The decrease primarily consisted of:

• $1.9 million decrease in personnel costs and

• a $0.4 million decrease for third-party costs of professional services.

Operating Expenses

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

Three Months Ended April 30,

($ in thousands) 2025 2026

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Sales and Marketing

Sales and marketing expenses increased $3.4 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to an increase of $1.5 million in allocated overhead, inclusive of a $1.2 million increase in amortization expenses for acquired intangible assets.

The increase in sales and marketing expenses also

included an increase of $1.3 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, inclusive of a $0.4 million decrease in stock-based compensation expense.

There was also a favorable prior year payroll tax adjustment in the amount of $0.5 million from certain of our foreign subsidiaries that did not recur in the current year in personnel costs.

The increase in sales and marketing expenses also included $0.5 million in additional marketing costs.

Sales and marketing expenses increased $13.9 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $6.3 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, and restructuring costs incurred in connection with the Restructuring Plan, as well as compensation increases, inclusive of a $1.9 million decrease in stock-based compensation expense.

There was also a favorable prior year payroll tax adjustment in the amount of $0.5 million from certain of our foreign subsidiaries that did not recur in the current year in personnel costs.

The increase in sales and marketing expenses also included an increase of $4.7 million in allocated overhead, inclusive of a $3.9 million increase in amortization expenses for acquired intangible assets, a $3.0 million increase in marketing costs, and a $0.4 million increase in travel costs.

The increase in sales and marketing expenses was partially offset by a decrease of $0.5 million in third-party professional services.

Sales and marketing headcount increased by 18 from October 31, 2024 to October 31, 2025, primarily attributable to acquisitions and net of restructuring.

We expect sales and marketing expenses will increase as a percentage of total revenues as we expand into credit unions in the U.S.

and on the European continent.

Sales and marketing expenses increased $0.8 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to:

• $0.5 million increase in personnel costs, primarily driven by increased commission expense, and

• a $0.2 million increase in stock-based compensation expense.

Sales and marketing headcount decreased by 18 from April 30, 2025 to April 30, 2026, primarily attributable to our workforce reduction in the second quarter of fiscal 2026.

Research and Development

Research and development expenses decreased $3.5 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to a decrease of $2.7 million in personnel costs due to the headcount decrease in connection with the Restructuring Plan.

The decrease in research and development also included a decrease of $1.0 million in third-party professional fees.

The decrease in research and development was partially offset by an increase of $0.4 million in allocated overhead for internal investments in AI technology.

Research and development expenses increased $0.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $1.4 million in allocated overhead primarily attributable to internal investments in AI technology.

The increase also included a net increase of $0.6 million in personnel costs, comprised of $3.7 million in restructuring costs incurred in connection with the Restructuring Plan, offset by a $1.8 million decrease in stock-based compensation expense and $1.3 million due to headcount decrease in connection with the Restructuring Plan.

The increase in research and development was partially offset by a decrease of $1.6 million in third-party professional fees.

Research and development headcount decreased by 46 from October 31, 2024 to October 31, 2025, primarily attributable to the Restructuring Plan.

We expect research and development expenses will decrease as a percentage of total revenues as we leverage our existing technology investments.

Research and development expenses decreased $4.5 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to:

• a $4.0 million decrease in personnel costs due to lower costs from reduced headcount,

• a $1.0 million decrease in stock-based compensation expense,

• partially offset by a $0.4 million increase in allocated overhead primarily attributable to internal investments in AI technology.

Research and development headcount decreased by 92 from April 30, 2025 to April 30, 2026, primarily attributable to our workforce reduction in the second quarter of fiscal 2026.

General and Administrative

General and administrative expenses decreased $3.8 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to a decrease of $3.3 million in third-party professional fees, mostly attributable to a decrease in acquisition related expenses and professional fees and a decrease of $0.4 million in personnel costs due to the headcount decrease in connection with the Restructuring Plan, inclusive of a $0.4 million increase in stock-based compensation expense.

General and administrative expenses increased $0.4 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $3.4 million in personnel costs, inclusive of $1.1 million in restructuring costs for severance incurred in connection with the Restructuring Plan and a $2.5 million increase in stock-based compensation expense.

The increase in general and administrative expenses also included an increase of $2.3 million in restructuring costs for exit costs and asset write-offs associated with the Restructuring Plan, a $0.5 million increase in allocated overhead, and a $0.4 million increase in the fair value of contingent consideration.

The increase in general and administrative spend was partially offset by a decrease of $6.2 million in third-party professional fees, mostly attributable to a decrease in acquisition related expenses and professional fees.

General and administrative headcount decreased by 15 from October 31, 2024 to October 31, 2025, primarily attributable to the Restructuring Plan.

We expect general and administrative expenses will decrease as a percentage of total revenues as we leverage operational efficiencies from our existing infrastructure.

General and administrative expenses decreased $4.4 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to a:

• $1.3 million decrease in third-party professional fees, mostly attributable to a decrease in transaction-related expenses and professional fees,

• $1.1 million decrease in allocated overhead and other general and administrative costs, partially offset by a $0.2 million increase in the fair value of contingent consideration,

• $1.0 million decrease in personnel costs due to lower costs from reduced headcount, and

• a $1.0 million decrease in stock-based compensation expense.

General and administrative headcount decreased by 19 from April 30, 2025 to April 30, 2026, primarily attributable to our workforce reduction in the second quarter of fiscal 2026.

Non-Operating Income (Expense)

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

Three Months Ended April 30,

($ in thousands) 2025 2026

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Other income (expense), net 16,097 11.2 (333) (0.2)

Interest income decreased $0.1 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to balance and rate fluctuations of our accounts earning interest.

Interest expense increased $2.7 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to borrowings on our revolving credit facility.

The decrease of $0.2 million in other income (expense), net for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, was primarily attributable to remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Interest income decreased $0.1 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to balance and rate fluctuations of our accounts earning interest.

Interest expense increased $8.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to borrowings on our revolving credit facility.

The increase of $17.2 million in other income (expense), net for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, was primarily attributable to intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Income Tax Provision (Benefit)

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

Interest income decreased $0.1 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to balance and rate fluctuations of our accounts earning interest.

Interest expense was flat for the three months ended April 30, 2026 compared to the three months ended April 30, 2025.

The decrease of $16.4 million in other income (expense), net for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, was primarily attributable to the settlement of certain intercompany loans and transactions in fiscal 2026 that were denominated in currencies other than the underlying functional currency of the applicable entity.

Income Tax Provision

Three Months Ended April 30,

($ in thousands) 2025 2026

Income tax provision (benefit) $ 2,589 1.9 % $ (695) (0.5) % $ 1,360 0.3 % $ 5,048 1.1 %

Income tax provision was $2.6 million for the three months ended October 31, 2024, compared to a benefit of $0.7 million for the three months ended October 31, 2025, and resulted in an effective tax rate of (165.6)% and (8.7)%, respectively.

Income tax provision was $1.4 million for the nine months ended October 31, 2024 compared to a provision of $5.0 million for the nine months ended October 31, 2025, and resulted in an effective tax rate of (8.4)% and 84.7%, respectively.

The change in the effective tax rate for the nine months ended October 31, 2024 compared to the effective tax rate for the nine months ended October 31, 2025 was primarily due to changes in our valuation allowance and profitable foreign jurisdictions.

Income tax provision $ 4,534 3.1 % $ 1,680 1.1 %

Income tax provision was $4.5 million for the three months ended April 30, 2025, compared to a provision of $1.7 million for the three months ended April 30, 2026, and resulted in an effective tax rate of 43.0% and 10.1%, respectively.

The change in the effective tax rate for the three months ended April 30, 2025 compared to the effective tax rate for the three months ended April 30, 2026 was primarily due to changes in our valuation allowance and profitability.

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

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

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

deferred tax liability mostly related to identifiable intangible assets.

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

deferred tax assets are realizable.

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

by $2.0 million during the first quarter of the Company’s fiscal 2026.

The Company increased the valuation allowance in the United Kingdom by $2.5 million due to limitations on the ability to utilize acquired deferred tax attributes as part of corporate reorganizations related to foreign acquisitions during the second quarter of the Company’s fiscal 2026.

On July 4, 2025, H.R.

1, the One Big Beautiful Bill Act was signed into law.

This legislation includes several changes to federal tax law that generally allows for more favorable deductibility of certain business expenses beginning in the Company’s fiscal 2026, including the restoration of immediate expensing of domestic research and development expenditures, more favorable rules for determining limitations on deductions for interest expense, and reinstatement of accelerated fixed asset depreciation.

These changes were reflected in the income tax provision during the second quarter of the Company's fiscal 2026 and did not result in material changes to the Company’s tax position.

In addition, this could increase our operating cash flows in future periods through a reduction in cash remittances of U.S.

federal and state income tax.

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

Non-GAAP Financial Measure

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Although nCino excludes amortization expense for purchased intangibles from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

Stock-Based Compensation Expense.

Stock-Based Compensation Expenses.

nCino excludes stock-based compensation expenses primarily because they are non-cash expenses that nCino excludes from our internal management reporting processes.

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Moreover, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use, nCino believes excluding stock-based compensation expenses allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies.

Acquisition Related Expenses.

nCino excludes expenses related to acquisitions as they limit comparability of operating results with prior periods.

Acquisition-related expenses, include but are not limited to, costs incurred from third-party professional services firms in connection with business combination, change in fair value of contingent consideration, and one-time integration activities.

Transaction-Related Expenses.

nCino excludes expenses related to mergers and acquisitions or divestitures as they limit comparability of operating results with prior periods.

Transaction-related expenses include but are not limited to, costs incurred from third-party professional services firms, change in fair value of contingent consideration, and one-time integration activities.

We believe these costs are non-recurring in nature and outside the ordinary course of business.

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The following table reconciles non-GAAP operating income to GAAP income (loss) from operations, the most directly comparable financial measure, calculated and presented in accordance with GAAP:

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

Three Months Ended April 30,

($ in thousands) 2025 2026

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Stock-based compensation expense 15,814 13,904

Acquisition-related expenses 3,423 677 9,410 3,401

Litigation expenses (1)

Restructuring and related charges — 64 — 10,129

Transaction-related expenses 1,340 695

Total adjustments 26,343 23,392

Non-GAAP operating income $ 24,830 $ 44,511

(1) Represents legal expenses related to a closed government antitrust investigation and related settled civil action and a dismissed shareholder derivative lawsuit.

Liquidity and Capital Resources

As of October 31, 2025, we had $87.6 million in cash and cash equivalents and an accumulated deficit of $384.4 million.

Our net losses have been driven by our investments in developing the nCino Platform and scaling our sales and marketing organization and finance and administrative functions to support our rapid growth.

To date, we have funded our capital needs through issuances of common stock including our initial public offering in July 2020, operating cash flows, and our revolving line of credit.

As of April 30, 2026, we had $102.8 million in cash and cash equivalents.

We have a history of losses, and while we have achieved profitability in certain periods, our accumulated deficit is $361.4 million as of April 30, 2026.

Our historical net losses have been driven by our investments in developing the nCino Platform and scaling our sales and marketing organization and finance and administrative functions to support our rapid growth.

To date, we have funded our capital needs through operating cash flows, issuances of common stock including our initial public offering in July 2020, our revolving credit facility and term loan.

To further our operational initiatives, in March 2026, we entered into an amendment to the 2024 Credit Agreement for an incremental term loan of $200.0 million.

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

We generally bill and collect from our customers annually in advance.

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Because we recognize revenues ratably, our deferred revenue balance mirrors the seasonality of our billings.

As of October 31, 2025, the Company had $203.5 million outstanding and no letters of credit issued under the credit facility, was in compliance with all covenants, and had borrowing availability of $46.5 million.

During the nine months ended October 31, 2025, the Company had net borrowings of $37.5 million to fund the Sandbox Banking acquisition and repurchase shares of the Company’s common stock.

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

See Note 10 “Revolving Credit Facility” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

We believe that current cash and cash equivalents as well as borrowings available under the Credit Facility will be sufficient to fund our operations, capital requirements, and stock repurchases for at least the next 12 months.

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts to enhance the nCino Platform and introduce new solutions, market acceptance of our solutions, the continued expansion of our sales and marketing activities, capital expenditure requirements, and any potential future acquisitions.

The 2024 Credit Agreement matures on October 28, 2029.

We are currently in compliance with all covenants, had used borrowing capacity of $63.5 million under our $250.0 million revolving credit facility, and had no letters of credit issued as of April 30, 2026.

See Note 10 “Debt” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

We believe that current cash and cash equivalents as well as borrowings available under the 2024 Credit Facility will be sufficient to fund our operations and capital requirements for at least the next 12 months.

We may from time to time seek to raise additional capital to support our growth.

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There is no assurance we would be able to obtain future financing on acceptable terms or at all.

Stock Repurchase Program

In March 2025, our Board of Directors authorized the Stock Repurchase Program of up to $100.0 million of our outstanding common stock.

As of October 31, 2025 we had completed the repurchase authorization under the Stock Repurchase Program.

The volume, price, timing, and manner of repurchases were 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.

During the nine months ended October 31, 2025, we repurchased 4.0 million shares of our outstanding common stock for $100.0 million, excluding transaction costs and excise tax associated with the repurchases.

As of October 31, 2025, no amounts remain available for future repurchases under the Stock Repurchase

Stock Repurchase Programs

In March 2025, our Board of Directors authorized the March 2025 Stock Repurchase Program of up to $100.0 million of our outstanding common stock which was completed in the third quarter of fiscal 2026.

In December 2025, our Board of Directors authorized the December 2025 Stock Repurchase Program of up to $100.0 million of our outstanding common stock.

In March 2026, our Board of Directors authorized the March 2026 Stock Repurchase Program to be completed under an accelerated share repurchase program of up to $100.0 million of our outstanding common stock.

During the three months ended April 30, 2026, we repurchased 6.1 million shares of our outstanding common stock for $110.5 million (inclusive of $16.9 million in treasury stock not yet settled) under the December 2025 Stock Repurchase Program and the March 2026 Stock Repurchase Program.

As of April 30, 2026, $65.0 million remained available for future repurchases under the December 2025 Stock Repurchase Program.

In fiscal 2020, we established nCino K.K., a Japanese company in which we own a controlling interest, for purposes of facilitating our entry into the Japanese market.

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The balance of the redeemable non-controlling interest is reported on our balance sheet below total liabilities but above stockholders’ equity 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.

As part of our joint venture obligations, we made an additional cash capital contribution of $1.0 million to nCino K.K.

during the third quarter of fiscal 2024.

As of January 31, 2025 and October 31, 2025, the redeemable non-controlling interest was $8.3 million and $12.4 million, respectively.

Summary Cash Flow information for the nine months ended October 31, 2024 and 2025 are set forth below:

Nine Months Ended October 31,

As of January 31, 2026 and April 30, 2026, the redeemable non-controlling interest was $12.7 million and $14.1 million, respectively.

Summary Cash Flow information for the three months ended April 30, 2025 and 2026 are set forth below:

Three Months Ended April 30,

($ in thousands) 2025 2026

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Net Cash Provided by Operating Activities

The $77.1 million provided by operating activities in the nine months ended October 31, 2025 reflects our net income of $0.9 million, offset by $86.8 million in net non-cash charges and $10.6 million used in changes in working capital accounts.

Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, deferred income taxes, non-cash operating lease costs, loss on disposal of long-lived assets, change in fair value of contingent consideration, provision for bad debt, and amortization of debt issuance costs, partially offset by foreign currency gains related to remeasurement of intercompany loans and transactions and gains on investments.

Cash used in working capital accounts was principally a function of a $46.1 million decrease in deferred revenue due to the timing of billings and revenue recognition, a $12.8 million decrease in accrued expenses and other liabilities primarily due to the payment of bonuses and commissions, an increase of $12.4 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $3.1 million decrease in operating lease liabilities, and a $0.9 million decrease in accounts payable.

The cash used in working capital accounts was partially offset by $63.1 million decrease in accounts receivable due to the timing of billings and collections from customers, and a $1.5 million decrease in prepaid expenses.

The $65.2 million provided by operating activities in the nine months ended October 31, 2024 reflects our net loss of $17.5 million, offset by $88.7 million in non-cash charges and $6.0 million used in changes in working capital accounts.

Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, partially offset by deferred income taxes and foreign currency gains related to intercompany loans and transactions.

Cash generated by working capital accounts was principally a function of a $41.6 million decrease in deferred revenue, due to the timing of billings and revenue recognition, an increase of $13.2 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $2.9 million decrease in operating lease liabilities, and a $0.1 million decrease in accrued expenses and other liabilities.

The cash generated by working capital accounts was partially offset by a $50.2 million decrease in accounts receivable due to timing of billings and collections from customers, a $1.0 million increase in other long term liabilities, $0.7 million decrease in prepaid expenses and other assets, and a $0.1 million increase in accounts payable.

The $81.4 million provided by operating activities in the three months ended April 30, 2026 reflects our net income of $15.0 million, $30.2 million in net non-cash charges, and $36.3 million generated by changes in working capital accounts.

Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, change in fair value of contingent consideration, foreign currency losses related to remeasurement of intercompany loans and transactions, deferred income taxes, and amortization of debt issuance costs, partially offset by recovery of bad debt.

Cash generated by working capital accounts was principally a function of a $41.2 million decrease in accounts receivable due to the timing of billings and collections from customers, a $14.9 million increase in deferred revenue due to the timing of billings and revenue recognition, and a $1.2 million increase in accounts payable.

The cash generated by working capital accounts was partially offset by a $15.3 million decrease in accrued expenses and other liabilities primarily due to the payment of bonuses and commissions, an increase of $3.4 million of capitalized costs to obtain revenue contracts, a $1.4 million increase in prepaid expenses, and a $1.0 million decrease in operating lease liabilities.

The $54.3 million provided by operating activities in the three months ended April 30, 2025 reflects our net income of $6.0 million, $19.1 million in net non-cash charges and $29.2 million generated by changes in working capital accounts.

Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, deferred income taxes, non-cash operating lease costs, provision for bad debt, and change in fair value of contingent consideration, partially offset by deferred income taxes and foreign currency gains related to remeasurement of intercompany loans and transactions and gains on investments.

Cash generated by working capital accounts was principally a function of a $45.7 million decrease in accounts receivable due to the timings of billings and collections from customers, $5.2 million increase in deferred revenue, due to the timing of billings and revenue recognition, and a $0.5 million increase in accounts payable.

The cash generated by working capital accounts was partially offset by a $15.8 million decrease in accrued expenses and other liabilities primarily due to the payout of bonuses and commission, an increase of $3.2 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, and a $1.5 million increase in prepaid expenses and other assets and a $1.3 million decrease in operating lease liabilities.

Net Cash Used in Investing Activities

The $53.6 million used in investing activities in the nine months ended October 31, 2025 was comprised of $50.3 million used for the acquisition of Sandbox, $7.0 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business primarily for one of our international offices, partially offset by proceeds from the sale of an investment of $3.7 million.

The $92.8 million used in investing activities in the nine months ended October 31, 2024 was comprised of $90.8 million used for the acquisition of DocFox and ILT, $1.5 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business, and $0.5 million for an asset acquisition.

The $0.6 million used in investing activities in the three months ended April 30, 2026 was comprised of $0.6 million for the purchase of property and equipment and leasehold improvements.

The $48.3 million used in investing activities in the three months ended April 30, 2025 was comprised of $50.3 million used for the acquisition of Sandbox Banking and $1.7 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business.

The cash used in investing activities was partially offset by proceeds from the sale of an investment of $3.7 million.

Net Cash Provided by (Used in) Financing Activities

The $59.8 million used in financing activities in the nine months ended October 31, 2025 was comprised principally of repurchases of our common stock of $100.1 million, payments of $65.0 million on our credit facility, and principal payments of $1.2 million on financing obligations.

The cash used in financing activities was offset by $102.5 million proceeds from borrowings on our credit facility to fund the acquisition of Sandbox Banking and to make repurchases of our common stock under the stock repurchase program, $2.4 million of proceeds from stock issuances under the employee stock purchase plan, and $1.6 million of proceeds from the exercise of stock options.

The $168.4 million provided by financing activities in the nine months ended October 31, 2024 was comprised principally of payments of $241.0 million of borrowings on the 2022 and 2024 Credit Facility to fund the acquisition of DocFox and FullCircl, $2.5 million of proceeds from stock issuances under the employee stock purchase plan, and $2.2 million of proceeds from the exercise of stock options.

The cash provided by financing activities was partially offset by payments of $75.0 million on the 2022 credit facility, payments of debt issuance costs of $1.4 million, and principal payments of $0.9 million on financing obligations.

The $65.9 million used in financing activities in the three months ended April 30, 2026 was comprised principally of payments of $150.0 million on our credit facility, repurchases of our common stock of $110.1 million, payment of contingent consideration of $5.3 million, and principal payments of $0.3 million on financing obligations.

The cash used in financing activities was offset by $199.3 million proceeds from borrowings on our term loan, net of debt issuance costs to pay down a portion of our revolving credit facility and make repurchases of our common stock under stock repurchase programs, and $0.5 million of proceeds from the exercise of stock options.

The $2.3 million provided by financing activities in the three months ended April 30, 2025 was comprised principally of $102.5 million proceeds from borrowings on our credit facility, to fund the acquisition of Sandbox Banking and to make repurchases of our common stock under the stock repurchase program, and $0.7 million of proceeds from the exercise of stock options.

The cash provided by financing activities was offset by payments of

$60.0 million on our credit facility, repurchases of our common stock of $40.6 million, and principal payments of $0.4 million on financing obligations.

Contractual Obligations and Commitments

Our estimated future obligations principally consist of leases related to our facilities, purchase obligations related primarily to licenses and hosting services, financing obligations for leases for which we are considered the owners for accounting purposes, acquisition liabilities, and the Credit Facility.

See Note 6 “Business Combinations,” Note 9 “Leases,” Note 10 “Revolving Credit Facility,” and Note 11 “Commitments and Contingencies” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

See Note 6 “Business Combinations,” Note 9 “Leases,” Note 10 “Debt,” and Note 11 “Commitments and Contingencies” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

Critical Accounting Policies and Estimates

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Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be significant.

There have been no material changes in our critical accounting policies or estimates as compared to those disclosed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed with the SEC on April 1, 2025.

Recent Accounting Pronouncements

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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 2. Management’s Discussion and Analysis