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Item 1. Financial Statements

2026-08-25 compared with 2026-05-27 · 264 added, 184 removed, 638 unchanged (41% of the section changed)

2 unchanged sentences

(In thousands, except share and per share data)

January 31, 2026 April 30, 2026

January 31, 2026 July 31, 2026

Current assets

Cash and cash equivalents (VIE:

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

$ 3,421 and $ 6,232 at January 31, 2026 and July 31, 2026, respectively)

$ 88,374 $ 83,290

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

Accounts receivable, less allowances of $ 2,825 and $ 1,922 at January 31, 2026 and July 31, 2026, respectively

166,540 122,365

30 unchanged sentences

Preferred stock, $ 0.001 par value;

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

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

Common stock, $ 0.0005 par value;

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

500,000,000 shares authorized at January 31, 2026 and July 31, 2026;

118,868,921 and 120,921,732 shares issued;

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

113,904,867 and 105,129,104 outstanding at January 31, 2026 and July 31, 2026, respectively

Treasury stock, at cost;

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

4,964,054 and 15,792,628 shares at January 31, 2026 and July 31, 2026, respectively

( 125,600 ) ( 301,916 )

7 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Subscription $ 130,752 $ 143,462 $ 256,340 $ 284,391

16 unchanged sentences

Other income (expense), net 717 ( 750 ) 16,814 ( 1,083 )

Income before income taxes 10,551 16,671

Income (loss) before income taxes ( 12,510 ) 7,924 ( 1,959 ) 24,595

Income tax provision 1,209 1,526 5,743 3,206

Net income 6,017 14,991

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

Net income (loss) ( 13,719 ) 6,398 ( 7,702 ) 21,389

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

( 74 ) 714 2 1,361

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

Net income attributable to nCino, Inc.

1,612 603 1,991 1,306

Net income per share attributable to nCino, Inc.:

Net income (loss) attributable to nCino, Inc.

$ ( 15,257 ) $ 5,081 $ ( 9,695 ) $ 18,722

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

Basic $ ( 0.13 ) $ 0.05 $ ( 0.08 ) $ 0.18

4 unchanged sentences

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Three Months Ended April 30,

Net income $ 6,017 $ 14,991

Other comprehensive income (loss):

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Net income (loss) $ ( 13,719 ) $ 6,398 $ ( 7,702 ) $ 21,389

Other comprehensive loss:

Foreign currency translation ( 1,661 ) ( 676 ) ( 303 ) ( 3,702 )

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

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

Other comprehensive loss ( 1,661 ) ( 676 ) ( 303 ) ( 3,702 )

Comprehensive income (loss) ( 15,380 ) 5,722 ( 8,005 ) 17,687

Less comprehensive income (loss) attributable to redeemable non-controlling interest:

Net income (loss) attributable to redeemable non-controlling interest ( 74 ) 714 2 1,361

Foreign currency translation attributable to redeemable non-controlling interest 11 — ( 6 ) —

Comprehensive income attributable to redeemable non-controlling interest 59 647

Comprehensive income attributable to nCino, Inc.

Comprehensive income (loss) attributable to redeemable non-controlling interest ( 63 ) 714 ( 4 ) 1,361

Comprehensive income (loss) attributable to nCino, Inc.

$ ( 15,317 ) $ 5,008 $ ( 8,001 ) $ 16,326

2 unchanged sentences

(In thousands, except share data)

Three Months Ended April 30, 2025

Three Months Ended July 31, 2025

Common Stock Treasury Stock Additional

1 unchanged sentence

Comprehensive

Income (Loss) Accumulated

Deficit Total

Shares Amount Shares Amount

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

Exercise of stock options 74,900 — — — 546 — — 546

Stock issuance upon vesting of restricted stock units 770,214 — — — — — — —

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

Common stock repurchases under share repurchase program — — 743,669 ( 20,010 ) — — — ( 20,010 )

Stock-based compensation — — — — 18,549 — — 18,549

Other comprehensive loss — — — — — ( 1,672 ) — ( 1,672 )

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 1,612 ) — ( 13,645 ) ( 15,257 )

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

Three Months Ended July 31, 2026

Common Stock Treasury Stock Additional

Capital Accumulated Other

Comprehensive

Income Accumulated

1 unchanged sentence

Shares Amount Shares Amount

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

Exercise of stock options 79,668 — — — 689 — — 689

Stock issuance upon vesting of restricted stock units 805,038 — — — — — — —

Stock issuance under the employee stock purchase plan 154,328 — — — 2,145 — — 2,145

Common stock repurchases under stock repurchase programs — — 4,704,528 ( 82,661 ) 16,893 — — ( 65,768 )

Stock-based compensation — — — — 18,002 — — 18,002

Other comprehensive loss — — — — — ( 676 ) — ( 676 )

Net income attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 603 ) — 5,684 5,081

Balance, July 31, 2026 120,921,732 $ 60 15,792,628 $ ( 301,916 ) $ 1,584,093 $ 3,340 $ ( 355,745 ) $ 929,832

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)

Six Months Ended July 31, 2025

Common Stock Treasury Stock Additional

Capital Accumulated Other

Comprehensive

Income (Loss) Accumulated

Deficit Total

Shares Amount Shares Amount

Balance, January 31, 2025 115,996,852 $ 58 — $ — $ 1,474,413 $ 176 $ ( 385,335 ) $ 1,089,312

1 unchanged sentence

Stock issuance upon vesting of restricted stock units 1,670,647 1 — — ( 1 ) — — —

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

Common stock repurchases under share repurchase program — — 2,572,782 ( 60,598 ) — — — ( 60,598 )

Stock-based compensation — — — — 34,358 — — 34,358

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

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

Other comprehensive loss — — — — — ( 297 ) — ( 297 )

Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 1,991 ) — ( 7,704 ) ( 9,695 )

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

Six Months Ended July 31, 2026

Common Stock Treasury Stock Additional

7 unchanged sentences

Stock issuance upon vesting of restricted stock units 1,751,258 1 — — ( 1 ) — — —

Stock issuance under the employee stock purchase plan 154,328 — — — 2,145 — — 2,145

Common stock repurchases under stock repurchase programs — — 10,828,574 ( 176,316 ) — — — ( 176,316 )

2 unchanged sentences

Net income attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 1,306 ) — 20,028 18,722

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

Balance, July 31, 2026 120,921,732 $ 60 15,792,628 $ ( 301,916 ) $ 1,584,093 $ 3,340 $ ( 355,745 ) $ 929,832

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

1 unchanged sentence

(In thousands)

Three Months Ended April 30,

Six Months Ended July 31,

Cash flows from operating activities

Net income attributable to nCino, Inc.

Net income (loss) attributable to nCino, Inc.

$ ( 9,695 ) $ 18,722

Net income and adjustment attributable to redeemable non-controlling interest 1,993 2,667

Net income 6,017 14,991

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

Net income (loss) ( 7,702 ) 21,389

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

Depreciation and amortization 21,407 20,139

5 unchanged sentences

Deferred income taxes 4,003 1,329

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

Provision for bad debt 153 193

Net foreign currency losses (gains) ( 14,018 ) 238

21 unchanged sentences

Proceeds from term loan, net of debt issuance costs — 199,294

Payments on term loan

Exercise of stock options 1,294 1,162

Stock issuance under the employee stock purchase plan 2,444 2,145

Principal payments on financing obligations ( 824 ) ( 647 )

Payment of contingent consideration

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

Net cash used in financing activities ( 20,184 ) ( 119,305 )

Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash 3,529 ( 571 )

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

Net increase (decrease) in cash, cash equivalents, and restricted cash 1,956 ( 5,081 )

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

3 unchanged sentences

(In thousands)

Three Months Ended April 30,

Six Months Ended July 31,

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 10,413 147

6 unchanged sentences

Description of Business:

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.

nCino, Inc., together with its subsidiaries (collectively the “Company”), is a cloud banking company that provides software solutions to financial institutions (“FIs”) 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.

1 unchanged sentence

The Company’s fiscal year ends on January 31.

References to fiscal year 2027, for example, refer to the fiscal year ended January 31, 2027.

References to fiscal year 2027, for example, refer to the fiscal year ending January 31, 2027.

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 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.

The financial information presented in the accompanying unaudited condensed consolidated financial statements has 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 and 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.

2 unchanged sentences

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 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.

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 year 2027 or any future period.

Variable Interest Entity:

7 unchanged sentences

The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period.

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

which it was not contractually obligated to provide.

Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K., which it was not contractually obligated to provide.

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

4 unchanged sentences

An agreement with the minority investors of nCino K.K.

contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors, or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution.

contains redemption features whereby the interest held by the minority investors is redeemable either at the option of (i) the minority investors, or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution.

If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K.

19 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, 2026 and April 30, 2026.

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

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

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.

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

For the three and six months ended July 31, 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 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.

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 July 31, 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 April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Balance, beginning of period $ 1,269 $ 2,739 $ 1,229 $ 2,825

19 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 $ 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.

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 $ 0.7 million and $( 0.8 ) million for the three months ended July 31, 2025 and 2026, respectively, and $ 15.1 million and $( 1.1 ) million for the six months ended July 31, 2025 and 2026, respectively, primarily related to intercompany loans and transactions.

Recently Adopted Accounting Pronouncements:

18 unchanged sentences

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.

Narrow-Scope Improvements, which is intended 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.

5 unchanged sentences

In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P.

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

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

and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K., which is focused on the distribution of the Company’s products in Japan.

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

2 unchanged sentences

of $ 1.0 million by existing third-party investors in October 2023, maintained the Company’s ownership of 51 %.

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

As of July 31, 2026, the Company controls a majority of the outstanding common stock in nCino K.K.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5 unchanged sentences

are classified outside of permanent equity in the Company’s unaudited condensed consolidated balance sheets.

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

Three Months Ended April 30,

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

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Balance, beginning of period $ 8,729 $ 14,087 $ 8,286 $ 12,737

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

Net income (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 74 ) 714 2 1,361

Foreign currency translation 11 — ( 6 ) —

10 unchanged sentences

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 amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2026 and July 31, 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:

The following table summarizes the Company’s financial assets measured at fair value as of January 31, 2026 and July 31, 2026 and indicates the fair value hierarchy of the valuation:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

Total liabilities $ — $ — $ 9,700

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

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

Level 1 Level 2 Level 3

1 unchanged sentence

Time deposits (included in prepaid expenses and other current assets) 314 — —

Time deposits (included in long-term prepaid expenses and other assets) 146 — —

Total assets $ 24,060 $ — $ —

Contingent consideration (included in accrued expenses and other current liabilities) $ — $ — $ 3,275

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 for identical assets.

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

Three Months Ended April 30,

Six Months Ended July 31,

Balance, beginning of period

3 unchanged sentences

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.

4 unchanged sentences

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)

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

Payments based on the achievement of the performance targets were made during the first half of fiscal 2027.

There were no transfers between levels of the fair value hierarchy during the three and six months ended July 31, 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.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

the six months ended July 31, 2025 and 2026, respectively.

Cumulative unrealized gains were $ 0.7 million for investments accounted for under the measurement alternative as of July 31, 2026.

There was no impairment recognized for the three and six months ended July 31, 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.

Realized gains were $ 1.2 million and $ 0.0 million for the six months ended July 31, 2025 and 2026, respectively.

Disaggregation of Revenue

Disaggregated revenues by source and geographic region were as follows:

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

United States

Subscriptions - non-mortgage $ 80,755 $ 89,963

Subscriptions - mortgage 18,969 19,707

Subscription - non-mortgage $ 82,483 $ 91,926 $ 163,238 $ 181,889

Subscription - mortgage 20,854 20,648 39,823 40,355

Professional services and other 11,970 12,036 24,796 25,373

Total United States 112,550 123,007

Total United States Revenue 115,307 124,610 227,857 247,617

International

Subscriptions 25,864 31,259

Subscription 27,415 30,888 53,279 62,147

Professional services and other 6,093 5,503 11,816 10,651

Total International 31,587 36,407

Total International Revenue 33,508 36,391 65,095 72,798

Total Revenue $ 148,815 $ 161,001 $ 292,952 $ 320,415

2 unchanged sentences

Accounts Receivable

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

Accounts receivable, less allowance for doubtful accounts, are as follows as of January 31, 2026 and July 31, 2026:

As of January 31, 2026 As of July 31, 2026

Trade accounts receivable $ 139,729 $ 102,441

3 unchanged sentences

Total accounts receivable, net $ 166,540 $ 122,365

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Deferred Revenue and Remaining Performance Obligations

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

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.

During the six months ended July 31, 2026, $ 170.2 million of revenues were recognized out of the deferred revenue balance as of January 31, 2026.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Remaining performance obligations were $ 1.4 billion as of July 31, 2026.

The Company expects to recognize approximately 65 % of its remaining performance obligations as revenues in the next 24 months, approximately 29 % more in the following 25 to 48 months, and the remainder thereafter.

Balance Sheet Components

2 unchanged sentences

As of January 31,

2026 As of April 30,

2026 As of July 31,

Prepaid expenses $ 19,246 $ 16,335

3 unchanged sentences

Property and equipment, net consisted of the following:

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

As of January 31, 2026 As of July 31, 2026

Furniture and fixtures $ 11,862 $ 11,268

4 unchanged sentences

Total property and equipment, gross 105,423 104,772

Less accumulated depreciation ( 29,816 ) ( 31,019 )

accumulated depreciation

( 29,816 ) ( 31,136 )

Total property and equipment, net $ 75,607 $ 73,636

The Company recognized depreciation expense as follows:

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Cost of subscription revenues $ 118 $ 87 $ 226 $ 179

9 unchanged sentences

As of January 31,

2026 As of April 30,

2026 As of July 31,

Accrued compensation and benefits $ 24,797 $ 11,213

14 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 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.

The purchase price also included $ 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.

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

During the six months ended July 31, 2026, all applicable targets were achieved and the Company paid $ 10.0 million of contingent consideration.

See Note 3 “Fair Value Measurements” for additional information on the fair value of the contingent consideration.

In addition, the Company issued 91,160 RSUs in May 2025 with an approximate fair value of $ 2.1 million to certain employees of Sandbox Banking, which will vest over four years subject to such employees’ continued employment.

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

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

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

13 unchanged sentences

Net assets acquired $ 62,942

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.

During the first quarter of fiscal year ending 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.

14 unchanged sentences

Translation adjustments ( 2,324 )

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

Balance, July 31, 2026 $ 1,075,770

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Intangible assets, net are as follows:

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

As of January 31, 2026 As of July 31, 2026

Amount Accumulated

7 unchanged sentences

$ 257,210 $ ( 121,552 ) $ 135,658 $ 253,870 $ ( 136,478 ) $ 117,392

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.

During the six months ended July 31, 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 April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Cost of subscription revenues $ 5,115 $ 5,112 $ 10,190 $ 10,225

2 unchanged sentences

Total amortization expense $ 9,241 $ 8,781 $ 18,430 $ 17,574

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

Fiscal 2027 (remaining nine months) $ 25,320

The expected future amortization expense for intangible assets as of July 31, 2026 is as follows:

Fiscal 2027 (remaining six months) $ 16,529

Fiscal 2028 19,641

3 unchanged sentences

Thereafter 29,876

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.

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 and Stock-Based Compensation

1 unchanged sentence

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.

In December 2025, our Board of Directors authorized another stock repurchase program of up to $ 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 transactions, or by other means.

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

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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 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 stock repurchase programs do not obligate the Company to repurchase any specific amount of common stock, have 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.

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 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 ASR 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.

$ 16.9 million, of the $ 100.0 million, was initially recorded in additional paid-in capital, which reflected the pending settlement of the ASR.

Under the terms of the ASR, the ultimate number of shares of common stock that the Company repurchased was based on the average of the daily volume-weighted average price of the common stock during the term of the ASR, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR.

The ASR was finalized on June 2, 2026, at which time the Company received 487,675 additional shares of its common stock based on a daily volume-weighted average price of $ 16.57 per share during the term of the ASR, which were recorded as treasury stock.

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,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Total number of shares repurchased 743,669 4,704,528 2,572,782 10,828,574

4 unchanged sentences

(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.

Repurchases under the March and December 2025 Stock Repurchase Programs were made in open market transactions and the Company is authorized to repurchase $ 0.02 million of its common stock remaining available under the December 2025 Stock Repurchase Program as of July 31, 2026.

Stock Options

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

Stock option activity for the six months ended July 31, 2026 was as follows:

Shares Weighted

3 unchanged sentences

Exercised ( 147,225 ) 7.98

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

Outstanding, July 31, 2026 328,291 $ 7.98

Exercisable, July 31, 2026 328,291 $ 7.98

Fully vested or expected to vest, July 31, 2026 328,291 $ 7.98

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Restricted Stock Units

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

RSU activity during the six months ended July 31, 2026 was as follows:

Shares Weighted Average

Grant Date Fair

Nonvested, January 31, 2026 6,425,128 $ 28.01

Non-vested, January 31, 2026 6,425,128 $ 28.01

Granted 4,801,785 18.24

1 unchanged sentence

Forfeited ( 529,320 ) 26.65

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.

Non-vested, July 31, 2026 8,946,335 $ 22.47

As of July 31, 2026, total unrecognized compensation expense related to non-vested RSUs was $ 169.1 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant.

That cost is expected to be recognized over a weighted average period of 2.96 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 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,

The fair value of ESPP shares during the six months ended July 31, 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:

Six Months Ended July 31,

Expected life (in years) 0.50 0.50

Expected volatility 40.74 % - 46.91 %

39.41 % - 55.89 %

Expected dividends 0.00 % 0.00 %

Risk-free interest rate 4.25 % - 4.29 %

3.58 % - 4.00 %

Stock-Based Compensation Expense

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

Three Months Ended April 30,

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

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Cost of subscription revenues $ 830 $ 697 $ 1,494 $ 1,352

9 unchanged sentences

The components of lease expense were as follows:

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Operating lease expense $ 1,412 $ 1,125 $ 2,822 $ 2,251

3 unchanged sentences

Total lease expense $ 2,053 $ 1,807 $ 4,070 $ 3,321

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

Three Months Ended April 30,

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

Six Months Ended July 31,

Cash paid for amounts included in the measurement of operating lease liabilities $ 3,155 $ 2,452

Operating lease right-of-use assets obtained in exchange for operating lease liabilities 661 936

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 right-of-use assets and operating lease liabilities reductions related to operating lease terminations or modifications 2,095 —

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating lease liabilities as of July 31, 2026 were 6.89 years and 6.7 %, respectively.

Future minimum lease payments as of July 31, 2026 were as follows:

Operating Leases

Fiscal 2027 (remaining nine months) $ 3,470

Fiscal 2027 (remaining six months) $ 2,309

Fiscal 2028 2,716

3 unchanged sentences

Thereafter 6,835

Total lease liabilities 16,369

Total lease payments

imputed interest ( 3,271 )

2 unchanged sentences

Long-term lease obligations $ 9,001

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

1 unchanged sentence

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.

On October 28, 2024, the Company entered into a new Credit Agreement (as amended by the First Amendment (as defined below) 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.

The Company may repay amounts borrowed under the 2024 Credit Facility at any time without penalty.

Borrowings under the 2024 Credit Facility may be reborrowed.

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.

Pursuant to the First Amendment, the Lenders have provided a senior secured incremental term loan of $ 200.0 million (the “Term Loan”) to the Borrower, 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.

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The Company must also pay customary letter of credit fees.

The Company may repay amounts borrowed at any time without penalty.

Borrowings under the 2024 Credit Facility may be reborrowed.

The 2024 Credit Agreement contains representations and warranties, affirmative, negative, and financial covenants, and events of default that are customary for loans of this type.

1 unchanged sentence

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,

The following table summarizes outstanding debt balances:

As of January 31, 2026 As of July 31,

Borrowings under revolving credit facility

8 unchanged sentences

$ 213,500 $ 275,360

(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,

As of January 31, 2026 and July 31, 2026, unamortized debt issuance costs for the revolving credit facility were $ 1.1 million and $ 0.9 million, respectively, and are included in long-term prepaid expenses and other assets.

The following table summarizes future maturities of the principal amount of total debt due as of July 31, 2026:

As of July 31,

Fiscal Year Ending

Fiscal 2027 (remaining nine months) $ 7,500

Fiscal 2027 (remaining six months) $ 5,000

Fiscal 2028 10,000

1 unchanged sentence

Fiscal 2030 251,000

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.

As of January 31, 2026 and July 31, 2026, the Company had outstanding letters of credit of $ 0.0 million and $ 0.1 million, respectively, issued under the 2024 Credit Facility to secure leased office space.

The Company was in compliance with all covenants as of January 31, 2026 and July 31, 2026.

As of July 31, 2026, the applicable interest rate was 5.64 %.

The available borrowing capacity under the 2024 Credit Facility was $ 171.4 million as of July 31, 2026.

Commitments and Contingencies

3 unchanged sentences

Financing Obligations

The Company’s financing obligations consist of leases for the Company’s headquarters and parking deck in which the Company is deemed the owner of for accounting purposes.

The Company’s financing obligations consist of leases for the Company’s headquarters and parking deck for which the Company is deemed the owner of for accounting purposes.

The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.

1 unchanged sentence

(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 April 30, 2026 is as follows:

Purchase commitments and future minimum lease payments required under financing obligations as of July 31, 2026 are as follows:

Purchase commitments Financing obligations - leased facility

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

Fiscal 2027 (remaining six months) $ 44,169 $ 1,883

Fiscal 2028 81,179 4,363

7 unchanged sentences

Financing obligations $ 50,571

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 April 30, 2026 was 6.8 %.

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

The weighted-average discount rate for the Company’s financing obligations as of July 31, 2026 was 6.8 %.

Indemnification

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

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

In the opinion of management, however, there are no proceedings or claims pending against the Company that management believes 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.

Basic and Diluted Net Income per Share

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

Basic and Diluted Net Income (Loss) per Share

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

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

Diluted net income 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.

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.

The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method.

2 unchanged sentences

(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.

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 July 31, Six Months Ended July 31,

2025 2026 2025 2026

Basic net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 15,257 ) $ 5,081 $ ( 9,695 ) $ 18,722

Weighted-average common shares outstanding, basic 115,256,497 104,885,480 114,657,339 104,350,762

Basic net income per share attributable to nCino, Inc.

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

$ ( 0.13 ) $ 0.05 $ ( 0.08 ) $ 0.18

Three Months Ended April 30,

Diluted net income per share:

Net income attributable to nCino, Inc.

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Diluted net income (loss) per share:

Net income (loss) attributable to nCino, Inc.

$ ( 15,257 ) $ 5,081 $ ( 9,695 ) $ 18,722

Weighted-average common shares outstanding, basic 115,256,497 104,885,480 114,657,339 104,350,762

Effect of diluted stock options, unvested RSUs, and shares of common stock issuable under the ESPP 1,797,194 955,925

Effect of diluted stock options, non-vested RSUs, and shares of common stock issuable under the ESPP

— 475,712 — 715,819

Weighted-average common shares outstanding, diluted 115,256,497 105,361,192 114,657,339 105,066,581

Diluted net income per share attributable to nCino, Inc.

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

$ ( 0.13 ) $ 0.05 $ ( 0.08 ) $ 0.18

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,

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:

Six Months Ended July 31,

Stock options issued and outstanding 562,629 10,382

Nonvested RSUs issued and outstanding 2,408,572 4,459,940

Non-vested RSUs issued and outstanding 6,951,460 8,156,784

Shares issuable pursuant to the ESPP 89,919 94,022

3 unchanged sentences

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

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.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The following table presents selected financial information that is provided to our CODM:

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

Revenues $ 148,815 $ 161,001 $ 292,952 $ 320,415

15 unchanged sentences

1,209 1,526 5,743 3,206

Net income (loss)

$ ( 13,719 ) $ 6,398 $ ( 7,702 ) $ 21,389

(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.

6 unchanged sentences

Revenues by geographic region were as follows:

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2026 2025 2026

United States $ 115,307 $ 124,610 $ 227,857 $ 247,617

3 unchanged sentences

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.

For the three and six months ended July 31, 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 (“ROU”) assets, net by geographic region were as follows:

As of January 31, 2026 As of April 30,

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

As of January 31, 2026 As of July 31,

United States $ 70,013 $ 67,978

2 unchanged sentences

$ 88,294 $ 85,263

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 “2026 Restructuring Plan”) in furtherance of its efforts to improve operational efficiencies.

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

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

Severance costs generally included severance payments, outplacement services, health insurance coverage and employer tax liabilities.

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

The Company’s restructuring charges for the six months ended July 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 1,213 128 42 1,383

Research and development 3,732 221 73 4,026

General and administrative 1,092 1,191 1,155 3,438

Total restructuring charges $ 7,000 $ 1,732 $ 1,333 $ 10,065

For the three and six months ended July 31, 2026, there were no restructuring charges.

The activity of the 2026 Restructuring Plan liabilities was as follows:

Balance at January 31, 2026

Cash payments ( 245 )

Balance at July 31, 2026 $ 616

2026 Restructuring Plan liabilities are included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheets as of July 31, 2026.

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.

In August 2026, our Board of Directors authorized a stock repurchase program to acquire up to $ 100.0 million of the Company's common stock.

Under the stock repurchase program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

investment opportunities, regulatory requirements and other factors.

The 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 nCino’s Board of Directors.

The stock repurchase program will be funded using existing cash and cash equivalents, credit facility capacity and/or future cash flows.

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