What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-25 compared with 2026-05-27 · 144 added, 96 removed, 311 unchanged (44% of the section changed)

5 unchanged sentences

Our fiscal year ends on January 31 of each year and references in this Quarterly Report on Form 10-Q to a fiscal year mean the year in which that fiscal year ends.

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

For example, references in this Quarterly Report on Form 10-Q to “fiscal 2027” refer to the fiscal year ending 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 utilize their data effectively.

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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.

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

With the nCino Platform, FIs can:

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

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

As of July 31, 2026, we had 184 sales and sales support personnel in the U.S.

and 132 sales and support personnel in offices outside the U.S.

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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.

The initial delivery of shares for the full purchase price of $100.0 million represented approximately 80% of the aggregate purchase price, based on an initial price of $14.98 per share.

On June 2, 2026, upon final settlement of the ASR agreement we received additional shares of our common stock based on a price of $16.57 per share.

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.

For the three months ended July 31, 2025 and 2026, our total revenues were $148.8 million and $161.0 million, respectively, representing an 8.2% increase.

For the three months ended July 31, 2025 and 2026, our subscription revenues were $130.8 million and $143.5 million, respectively, representing a 9.7% increase.

We recorded net income attributable to nCino, Inc.

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.

of $5.1 million for the three months ended July 31, 2026, compared to a net loss attributable to nCino, Inc.

of $15.3 million for the three months ended July 31, 2025.

For the six months ended July 31, 2025 and 2026, our total revenues were $293.0 million and $320.4 million, respectively, representing a 9.4% increase.

For the six months ended July 31, 2025 and 2026, our subscription revenues were $256.3 million and $284.4 million, respectively, representing a 10.9% increase.

We recorded net income attributable to nCino, Inc.

of $18.7 million for the six months ended July 31, 2026, compared to a net loss attributable to nCino, Inc.

of $9.7 million for the six months ended July 31, 2025.

Factors Affecting Our Operating Results

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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.

In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 22.6% of total revenues for the three months ended July 31, 2026 and 22.7% for the six months ended July 31, 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.

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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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Subscription Revenues .

Our subscription revenues consist principally of fees from customers for accessing our solutions and maintenance and support services that we generally offer under non-cancellable multi-year contracts, which are typically three to five years in length.

Our subscription revenues consist principally of fees from customers for accessing our solutions and maintenance and support services that we generally offer under non-cancelable multi-year contracts, which are typically three to five years in length.

Specifically, we offer:

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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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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 to five years.

We capitalize incremental costs incurred to obtain revenue 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 to five years.

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.

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Interest Expense.

Interest expense consists primarily of interest related to our financing obligations along with interest expense on borrowings, commitment fees, and amortization of debt issuance costs associated with our secured revolving credit facility.

Interest expense consists primarily of interest related to our financing obligations along with interest expense on our debt, commitment fees, and amortization of debt issuance costs.

Also included is interest expense accretion for a deferred payment on the acquisition of FullCircl.

Other Income (Expense), Net.

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.

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

Income Tax Provision.

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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 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,

The following tables present our selected unaudited condensed consolidated statements of operations data for the three and six months ended July 31, 2025 and 2026 in both dollars and as a percentage of total revenues, except as noted.

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

($ in thousands)

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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 76 647

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

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

Adjustment attributable to redeemable non-controlling interest 1,612 603 1,991 1,306

Net income attributable to nCino, Inc.

Net income (loss) attributable to nCino, Inc.

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

The Company recognized stock-based compensation expense as follows:

Three Months Ended April 30,

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

($ in thousands) 2025 2026 2025 2026

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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,

($ in thousands) 2025 2026 2025 2026

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

Three Months Ended April 30,

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

2025 2026 2025 2026

Subscription revenues 87.9 % 89.1 % 87.5 % 88.8 %

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Other income (expense), net 0.5 (0.5) 5.7 (0.3)

Income before income taxes 7.4 10.4

Income (loss) before income taxes (8.4) 5.0 (0.7) 7.7

Income tax provision 0.8 0.9 2.0 1.0

Net income 4.3 % 9.3 %

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

Three Months Ended April 30,

Net income (loss) (9.2) % 4.1 % (2.7) % 6.7 %

Comparison of the Three and Six Months Ended July 31, 2025 and 2026

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

($ in thousands) 2025 2026 2025 2026

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Subscription Revenues

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.

Subscription revenues increased $12.7 million for the three months ended July 31, 2026 compared to the three months ended July 31, 2025, primarily attributable to growth from existing customers within and across lines of business, and revenues from customers that began contributing to subscription revenues after July 31, 2025.

Of the increase, 65.9% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 34.1% was attributable to revenues from customers that began contributing to subscription revenues after July 31, 2025.

Subscription revenues were 89.1% of total revenues for the three months ended July 31, 2026 compared to 87.9% of total revenues for the three months ended July 31, 2025, primarily due to growth in our installed base.

Subscription revenues increased $28.1 million for the six months ended July 31, 2026 compared to the six months ended July 31, 2025, primarily attributable to growth from existing customers within and across lines of business, and revenues from customers that began contributing to subscription revenues after July 31, 2025.

Of the increase, 71.0% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 29.0% was attributable to revenues from customers that began contributing to subscription revenues after July 31, 2025.

Subscription revenues were 88.8% of total revenues for the six months ended July 31, 2026 compared to 87.5% of total revenues for the six months ended July 31, 2025, primarily due to growth in our installed base.

Professional Services and Other Revenues

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.

Professional services and other revenues decreased $0.5 million and $0.6 million for the three and six months ended July 31, 2026 compared to the three and six months ended July 31, 2025, respectively, primarily attributable to the mix of solutions being implemented.

Cost of Revenues and Gross Margin

Three Months Ended April 30,

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

($ in thousands) 2025 2026 2025 2026

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Cost of Subscription Revenues

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

Cost of subscription revenues increased $1.9 million for the three months ended July 31, 2026 compared to the three months ended July 31, 2025, generating a gross margin for subscription revenues of 70.9% and 72.2% for the three months ended July 31, 2025 and 2026, respectively.

Cost of subscription revenues increased $5.1 million for the six months ended July 31, 2026 compared to the six months ended July 31, 2025, generating a gross margin for subscription revenues of 71.1% and 72.2% for the six months ended July 31, 2025 and 2026, respectively.

The increase for the three months ended July 31, 2026 primarily consisted of:

• a $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;

• a $1.4 million increase in third-party data costs,

• partially offset by a $1.5 million decrease in personnel costs primarily attributable to lower headcount following our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs.

The increase for the six months ended July 31, 2026 primarily consisted of:

• a $4.2 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers;

• a $2.5 million increase in third-party data costs,

• partially offset by a $1.7 million decrease in personnel costs primarily attributable to lower headcount following our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs.

Cost of Professional Services and Other Revenues

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

Cost of professional services and other revenues decreased $2.4 million for the three months ended July 31, 2026 compared to the three months ended July 31, 2025, generating a gross margin for professional services and other revenues of (25.7)% and (15.8)% for the three months ended July 31, 2025 and 2026, respectively.

Cost of professional services and other revenues decreased $4.7 million for the six months ended July 31, 2026 compared to the six months ended July 31, 2025, generating a gross margin for professional services and other revenues of (20.9)% and (9.7)% for the six months ended July 31, 2025 and 2026, respectively.

The increase in our professional services and other gross margin for the three and six months ended July 31, 2026 was primarily attributable to a decrease in headcount, coupled with higher effective billing and utilization rates.

The decrease for the three months ended July 31, 2026 primarily consisted of:

• a $1.8 million decrease in personnel costs primarily attributable to lower headcount following our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs;

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

• a $0.4 million decrease in allocated overhead.

The decrease for the six months ended July 31, 2026 primarily consisted of:

• a $3.7 million decrease in personnel costs primarily attributable to lower headcount following our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs;

• a $0.8 million decrease for third-party costs of professional services;

• a $0.3 million decrease in allocated overhead.

Operating Expenses

Three Months Ended April 30,

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

($ in thousands) 2025 2026 2025 2026

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Sales and Marketing

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

Sales and marketing expenses decreased $0.3 million for the three months ended July 31, 2026 compared to the three months ended July 31, 2025, and increased $0.4 million for the six months ended July 31, 2026 compared to the six months ended July 31, 2025.

The decrease for the three months ended July 31, 2026 primarily consisted of:

• a $0.6 million decrease in amortization expense, primarily attributable to intangible assets that became fully amortized;

• a $0.5 million net decrease in personnel costs, consisting of a $1.5 million decrease primarily attributable to our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs, partially offset by a $1.0 million increase in capitalized commission amortization expense;

partially offset by:

• a $0.4 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.

• a $0.4 million increase in sales-related travel costs.

The increase for the six months ended July 31, 2026 primarily consisted of:

• a $0.6 million increase in stock-based compensation expense;

• personnel costs were flat due to a $2.0 million decrease primarily attributable to our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs, offset by a $2.0 million increase in capitalized commission amortization expense,

• a $0.5 million increase in sales-related travel costs;

• partially offset by a $0.7 million decrease in amortization expense, primarily attributable to intangible assets that became fully amortized.

Sales and marketing headcount increased by 13 from July 31, 2025 to July 31, 2026.

Research and Development

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,

Research and development expenses decreased $3.6 million for the three months ended July 31, 2026 compared to the three months ended July 31, 2025, and decreased $8.1 million for the six months ended July 31, 2026 compared to the six months ended July 31, 2025.

The decrease for the three months ended July 31, 2026 primarily consisted of:

• a $4.4 million decrease in personnel costs primarily attributable to lower headcount following our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs;

partially offset by:

• a $0.6 million increase in stock-based compensation expense;

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

The decrease for the six months ended July 31, 2026 primarily consisted of:

• an $8.4 million decrease in personnel costs primarily attributable to lower headcount following our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs;

• a $0.5 million decrease in stock-based compensation expense;

• partially offset by a $0.8 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.

Research and development headcount decreased by 9 from July 31, 2025 to July 31, 2026.

General and Administrative

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

General and administrative expenses decreased $6.3 million for the three months ended July 31, 2026 compared to the three months ended July 31, 2025, and decreased $10.7 million for the six months ended July 31, 2026 compared to the six months ended July 31, 2025.

The decrease for the three months ended July 31, 2026 primarily consisted of:

• a $2.4 million decrease in allocated overhead and other general and administrative costs, primarily attributable to a decrease in exit costs and asset write-offs from our restructuring in the second quarter of fiscal 2026;

• a $1.7 million decrease in personnel costs primarily attributable to lower headcount following our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs;

• a $1.4 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.

• a $0.6 million decrease in third-party professional fees, mostly attributable to a decrease in transaction-related expenses and professional fees.

The decrease for the six months ended July 31, 2026 primarily consisted of:

• a $3.5 million decrease in allocated overhead and other general and administrative costs, primarily attributable to a decrease in exit costs and asset write-offs from our restructuring in the second quarter of fiscal 2026;

• a $2.8 million decrease in personnel costs primarily attributable to lower headcount following our second quarter fiscal 2026 workforce reduction and the non-recurrence of the associated restructuring costs;

• a $2.3 million decrease in stock-based compensation expense;

• a $1.9 million decrease in third-party professional fees, mostly attributable to a decrease in transaction-related expenses and professional fees.

General and administrative headcount decreased by 3 from July 31, 2025 to July 31, 2026.

Non-Operating Income (Expense)

Three Months Ended April 30,

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

($ in thousands) 2025 2026 2025 2026

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Other income (expense), net 717 0.5 (750) (0.5) 16,814 5.7 (1,083) (0.3)

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.

Interest income decreased $0.2 million for the three months ended July 31, 2026 compared to the three months ended July 31, 2025, primarily attributable to balance and rate fluctuations of our accounts earning interest.

Interest expense increased $0.8 million for the three months ended July 31, 2026 compared to the three months ended July 31, 2025 due to our outstanding borrowings on our revolving credit facility and term loan.

The decrease of $1.5 million in other income (expense), net for the three months ended July 31, 2026 compared to the three months ended July 31, 2025, was primarily attributable to certain intercompany loans and transactions in fiscal 2026 that were denominated in currencies other than the underlying functional currency of the applicable entity.

Interest income decreased $0.3 million for the six months ended July 31, 2026 compared to the six months ended July 31, 2025, primarily attributable to balance and rate fluctuations of our accounts earning interest.

Interest expense increased $0.8 million for the six months ended July 31, 2026 compared to the six months ended July 31, 2025, due to our outstanding borrowings on our revolving credit facility and term loan.

The decrease of $17.9 million in other income (expense), net for the six months ended July 31, 2026 compared to the six months ended July 31, 2025, 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

Three Months Ended April 30,

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

($ in thousands) 2025 2026 2025 2026

Income tax provision $ 1,209 0.8 % $ 1,526 0.9 % $ 5,743 2.0 % $ 3,206 1.0 %

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.

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

Income tax provision was $1.2 million for the three months ended July 31, 2025, compared to a provision of $1.5 million for the three months ended July 31, 2026, and resulted in an effective tax rate of (9.7)% and 19.3%, respectively.

Income tax provision was $5.7 million for the six months ended July 31, 2025 compared to an income tax provision of $3.2 million for the six months ended July 31, 2026, and resulted in an effective tax rate of (293.1)% and 13.0%, respectively.

The change in the effective tax rate for the six months ended July 31, 2025 compared to the effective tax rate for the six months ended July 31, 2026 was primarily due to changes in our valuation allowance and profitability.

We continue to maintain a valuation allowance against our deferred tax assets at both January 31, 2026 and July 31, 2026 in several jurisdictions, including the U.S.

We intend to maintain a valuation allowance on the deferred tax assets in these jurisdictions until, based on the weight of all available evidence, we conclude all or a portion thereof is more-likely-than-not to be realized.

We believe it is reasonably possible within the next 12 months that there will be sufficient positive evidence to reach a conclusion that some or all of the U.S.

valuation allowance will no longer be needed.

Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which the release is recorded.

Non-GAAP Financial Measure

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We believe that this non-GAAP financial measure helps us to identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of the non-GAAP financial measure.

Accordingly, we believe that this financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business and provides useful information to investors and others in understanding and evaluating our operating results, and enhancing the overall understanding of our past performance and future prospects.

Although the calculation of non-GAAP financial measures may vary from company to company, our detailed presentation may facilitate analysis and comparison of our operating results by management and investors with other peer companies, many of which use a similar non-GAAP financial measure to supplement their GAAP results in their public disclosures.

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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 April 30,

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

($ in thousands) 2025 2026 2025 2026

3 unchanged sentences

Transaction-related expenses 1,384 433 2,724 1,128

Restructuring and related charges 10,065 — 10,065 —

Total adjustments 39,306 27,216 65,649 50,608

1 unchanged sentence

Liquidity and Capital Resources

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.

As of July 31, 2026, we had $83.3 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 $355.7 million as of July 31, 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.

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.

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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.

We are currently in compliance with all covenants, have used borrowing capacity of $78.5 million and have an outstanding letter of credit for $0.1 million to secure leased office space under our $250.0 million revolving credit facility.

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.

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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 March 2026, our Board of Directors authorized the ASR of up to $100.0 million of our outstanding common stock which was finalized on June 2, 2026.

During the six months ended July 31, 2026, we repurchased 10.8 million shares of our outstanding common stock for $175.7 million including costs and excise taxes under the December 2025 Stock Repurchase Program and the ASR.

As of July 31, 2026, $0.02 million remained available for future repurchases under the December 2025 Stock Repurchase Program.

In August 2026, our Board of Directors authorized an additional stock repurchase program of up to $100.0 million of our outstanding common stock.

See Note 15 “Subsequent Event” 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.

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 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,

As of January 31, 2026 and July 31, 2026, the redeemable non-controlling interest was $12.7 million and $15.4 million, respectively.

Summary Cash Flow information for the six months ended July 31, 2025 and 2026 is set forth below:

Six Months Ended July 31,

($ in thousands) 2025 2026

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Net cash used in investing activities (53,445) (809)

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

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

Net Cash Provided by Operating Activities

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.

The $115.6 million provided by operating activities in the six months ended July 31, 2026 reflects our net income of $21.4 million, $65.5 million in net non-cash charges, and $28.7 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, deferred income taxes, change in fair value of contingent consideration, foreign currency losses, amortization of debt issuance costs, provision for bad debt, and losses on the disposal of property and equipment.

Cash generated by working capital accounts was principally a function of a $42.9 million decrease in accounts receivable due to the timing of billings and collections from customers, a $12.0 million increase in deferred revenue due to the timing of billings and revenue recognition, a $1.6 million decrease in prepaid expenses, and a $0.3 million increase in accounts payable.

The cash generated by working capital accounts was partially offset by a $17.9 million decrease in accrued expenses and other liabilities primarily due to the payment of bonuses and commissions and contingent consideration, an increase of $8.4 million of capitalized costs to obtain revenue contracts which consisted primarily of sales commissions, and a $2.0 million decrease in operating lease liabilities.

The $72.1 million provided by operating activities in the six months ended July 31, 2025 reflects our net loss of $7.7 million, offset by $54.7 million in net non-cash charges and $25.0 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, 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 generated by working capital accounts was principally a function of a $51.8 million decrease in accounts receivable due to the timings of billings and collections from customers, a $1.6 million decrease in prepaid expenses and other assets, and a $0.7 million increase in accounts payable.

The cash generated by working capital accounts was partially offset by a $16.4 million decrease in accrued expenses and other liabilities primarily due to the payout of bonuses and commission, an

increase of $6.6 million of capitalized costs to obtain revenue contracts which consisted primarily of sales commissions, a $3.4 million decrease in deferred revenue, due to the timing of billings and revenue recognition, and a $2.6 million decrease in operating lease liabilities.

Net Cash Used in Investing Activities

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 $0.8 million used in investing activities in the six months ended July 31, 2026 was for the purchase of property and equipment and leasehold improvements.

The $53.4 million used in investing activities in the six months ended July 31, 2025 was comprised of $50.3 million used for the acquisition of Sandbox Banking and $6.9 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.

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 $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 $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.

Net Cash Used in Financing Activities

The $119.3 million used in financing activities in the six months ended July 31, 2026 was comprised principally of repurchases of our common stock of $175.7 million, payments of $150.0 million on our credit facility, payment of contingent consideration of $8.1 million, payments of $2.5 million on our term loan, and principal payments of $0.6 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, $15.0 million of proceeds from borrowings on our credit facility, $2.1 million of proceeds from stock issuances under the employee stock purchase plan, and $1.2 million of proceeds from the exercise of stock options.

The $20.2 million used in financing activities in the six months ended July 31, 2025 was comprised principally of payments of $65.0 million on our credit facility, repurchases of our common stock of $60.6 million, and principal payments of $0.8 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 a stock repurchase program, $2.4 million of proceeds from stock issuances under the employee stock purchase plan, and $1.3 million of proceeds from the exercise of stock options.

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, the 2024 Credit Facility, and the Term Loan.

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.

See Note 5 “Balance Sheet Components,” 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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What changed 10-Q

Item 2. Management’s Discussion and Analysis