nCino, Inc. 10-Q

Item 1. Financial Statements nCino, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) January 31, 2026 July 31, 2026 (Unaudited) Assets Current assets Cash and cash equivalents (VIE: $ 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 $ 1,922 at January 31, 2026 and July 31, 2026, respectively 166,540 122,365 Costs capitalized to obtain revenue contracts, current portion, net 17,211 16,935 Prepaid expenses and other current assets 21,378 20,311 Total current assets 293,503 242,901 Property and equipment, net 75,607 73,636 Operating lease right-of-use assets, net 12,687 11,627 Costs capitalized to obtain revenue contracts, noncurrent, net 30,735 29,870 Goodwill 1,077,947 1,075,770 Intangible assets, net 135,658 117,392 Investments 7,262 7,262 Long-term prepaid expenses and other assets 14,707 13,295 Total assets $ 1,648,106 $ 1,571,753 Liabilities, redeemable non-controlling interest, and stockholders’ equity Current liabilities Accounts payable $ 14,521 $ 14,840 Accrued expenses and other current liabilities 64,372 39,215 Deferred revenue, current portion 210,552 218,810 Debt, current portion, net — 9,803 Financing obligations, current portion 818 393 Operating lease liabilities, current portion 4,229 3,695 Total current liabilities 294,492 286,756 Operating lease liabilities, noncurrent 9,748 9,001 Deferred income taxes, noncurrent 7,020 8,014 Deferred revenue, noncurrent 170 3,106 Debt, noncurrent, net 213,500 265,557 Financing obligations, noncurrent 50,400 50,178 Other long-term liabilities 4,124 3,905 Total liabilities 579,454 626,517 Commitments and contingencies (Note 11) Redeemable non-controlling interest (Note 2) 12,737 15,404 Stockholders’ equity Preferred stock, $ 0.001 par value; 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 July 31, 2026; 118,868,921 and 120,921,732 shares issued; 113,904,867 and 105,129,104 outstanding at January 31, 2026 and July 31, 2026, respectively 59 60 Treasury stock, at cost; 4,964,054 and 15,792,628 shares at January 31, 2026 and July 31, 2026, respectively ( 125,600 ) ( 301,916 ) Additional paid-in capital 1,550,187 1,584,093 Accumulated other comprehensive income 7,042 3,340 Accumulated deficit ( 375,773 ) ( 355,745 ) Total stockholders’ equity 1,055,915 929,832 Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 1,648,106 $ 1,571,753 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 1 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited) Three Months Ended July 31, Six Months Ended July 31, 2025 2026 2025 2026 Revenues Subscription $ 130,752 $ 143,462 $ 256,340 $ 284,391 Professional services and other 18,063 17,539 36,612 36,024 Total revenues 148,815 161,001 292,952 320,415 Cost of revenues Subscription 37,992 39,927 74,117 79,171 Professional services and other 22,698 20,303 44,268 39,535 Total cost of revenues 60,690 60,230 118,385 118,706 Gross profit 88,125 100,771 174,567 201,709 Operating expenses Sales and marketing 37,265 36,948 70,236 70,673 Research and development 34,667 31,030 68,008 59,895 General and administrative 25,489 19,179 47,132 36,408 Total operating expenses 97,421 87,157 185,376 166,976 Income (loss) from operations ( 9,296 ) 13,614 ( 10,809 ) 34,733 Non-operating income (expense) Interest income 513 274 930 640 Interest expense ( 4,444 ) ( 5,214 ) ( 8,894 ) ( 9,695 ) Other income (expense), net 717 ( 750 ) 16,814 ( 1,083 ) 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 (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) 1,612 603 1,991 1,306 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 Diluted $ ( 0.13 ) $ 0.05 $ ( 0.08 ) $ 0.18 Weighted average number of common shares outstanding: Basic 115,256,497 104,885,480 114,657,339 104,350,762 Diluted 115,256,497 105,361,192 114,657,339 105,066,581 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 2 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) (Unaudited) 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 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 (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 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 3 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) (Unaudited) Three Months Ended July 31, 2025 Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other 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 Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total 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 . 4 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) (Unaudited) Six Months Ended July 31, 2025 Common Stock Treasury Stock Additional Paid-in 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 Exercise of stock options 247,346 — — — 1,294 — — 1,294 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 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 Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Shares Amount Shares Amount Balance, January 31, 2026 118,868,921 $ 59 4,964,054 $ ( 125,600 ) $ 1,550,187 $ 7,042 $ ( 375,773 ) $ 1,055,915 Exercise of stock options 147,225 — — — 1,162 — — 1,162 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 ) Stock-based compensation — — — — 31,906 — — 31,906 Other comprehensive loss — — — — — ( 3,702 ) — ( 3,702 ) Net income attributable to nCino, Inc., including adjustment to redeemable non-controlling interest — — — — ( 1,306 ) — 20,028 18,722 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 . 5 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended July 31, 2025 2026 Cash flows from operating activities 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 (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 Non-cash operating lease costs 2,273 1,818 Amortization of costs capitalized to obtain revenue contracts 7,230 9,276 Amortization of debt issuance costs 144 209 Stock-based compensation 34,430 31,906 Change in fair value of contingent consideration 300 300 Deferred income taxes 4,003 1,329 Provision for bad debt 153 193 Net foreign currency losses (gains) ( 14,018 ) 238 Gains on investments ( 1,652 ) — Loss on disposal of long-lived assets 463 91 Change in operating assets and liabilities: Accounts receivable 51,837 42,920 Costs capitalized to obtain revenue contracts ( 6,639 ) ( 8,357 ) Prepaid expenses and other assets 1,629 1,600 Accounts payable 660 336 Accrued expenses and other liabilities ( 16,368 ) ( 17,942 ) Deferred revenue ( 3,411 ) 11,996 Operating lease liabilities ( 2,606 ) ( 2,019 ) Other long term liabilities ( 77 ) 182 Net cash provided by operating activities 72,056 115,604 Cash flows from investing activities Acquisition of business, net of cash acquired ( 50,263 ) — Purchases of property and equipment ( 6,866 ) ( 809 ) Sale of investment 3,684 — Net cash used in investing activities ( 53,445 ) ( 809 ) Cash flows from financing activities Repurchases of common stock ( 60,598 ) ( 175,659 ) Proceeds from borrowings on revolving credit facility 102,500 15,000 Payments on revolving credit facility ( 65,000 ) ( 150,000 ) Proceeds from term loan, net of debt issuance costs — 199,294 Payments on term loan — ( 2,500 ) 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 — ( 8,100 ) 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 (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 Cash, cash equivalents, and restricted cash, end of period $ 123,223 $ 83,604 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents nCino, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) (Unaudited) Six Months Ended July 31, 2025 2026 Reconciliation of cash, cash equivalents, and restricted cash, end of period: Cash and cash equivalents $ 122,935 $ 83,290 Restricted cash included in prepaid expenses and other current assets 132 314 Restricted cash included in long-term prepaid expenses and other assets 156 — Total cash, cash equivalents, and restricted cash, end of period $ 123,223 $ 83,604 Supplemental disclosure of cash flow information Cash paid for interest $ 8,257 $ 9,241 Cash paid for taxes, net of refunds 2,360 3,207 Supplemental disclosure of noncash investing and financing activities Fair value of contingent consideration in connection with business acquisition in accrued expenses and other current liabilities $ 8,100 $ — Measurement period adjustments relating to business acquisitions 10,413 147 Noncash consideration in connection with business acquisition for settlement of a preexisting contract 1,354 — Excise tax on repurchases of common stock — 1,160 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 7 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 1. Summary of Business and Significant Accounting Policies Description of Business: 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. Fiscal Year End: The Company’s fiscal year ends on January 31. 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 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. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026. The unaudited condensed consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries, as well as a variable interest entity (“VIE”) in which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive 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: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a VIE. nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. 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. 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. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the unaudited condensed consolidated balance sheets. See Note 2 “Variable Interest Entity and Redeemable Non-Controlling Interest” for additional information regarding the Company’s variable interest. Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. 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. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in capital. These interests are presented on the unaudited condensed consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.” 8 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; fair value of contingent consideration; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. Concentration of Credit Risk and Significant Customers: 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 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 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 July 31, 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 in prepaid expenses and other current assets at July 31, 2026. Allowances: 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. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary. The Company records the allowance against bad debt expense through the unaudited condensed consolidated statements of operations, included in general and administrative expenses, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the unaudited condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows: 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 Charged to (recovery of) bad debt expense ( 49 ) 247 153 193 Charged to deferred revenue — 12 20 — Write-offs and other 28 ( 1,069 ) ( 156 ) ( 1,069 ) Translation adjustments — ( 7 ) 2 ( 27 ) Balance, end of period $ 1,248 $ 1,922 $ 1,248 $ 1,922 Investments : The Company’s investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative. The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative. Gains or losses resulting from observable price changes are recognized currently in Other income (expense), net on the Company’s unaudited condensed consolidated statements of operations. The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable. 9 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Foreign Currency: The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into United States (“U.S.”) dollars are recorded as a separate component on the unaudited condensed consolidated statements of comprehensive income recorded in the foreign currency translation line item. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in Other income (expense), net in the unaudited condensed consolidated statements of operations and were $ 0.7 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: In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The guidance includes amendments that provide a practical expedient for measuring credit losses on current accounts receivable and current contract assets under ASC 606 - Revenue from Contracts with Customers. The ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods, on a prospective basis. The Company adopted the new guidance effective February 1, 2026 on a prospective basis and elected the practical expedient to estimate expected credit losses based on actual uncollected amounts. There was no material impact to the Company's consolidated financial statements as of the adoption date. Recent Accounting Pronouncements Not Yet Adopted: In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The guidance includes amendments to require public companies to provide additional disclosure about certain costs and expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes certain aspects of the accounting for, and disclosure of, internal-use software costs. The ASU removes all references to software development project stages so that the guidance is neutral to different software development methods and clarifies the threshold entities apply to begin capitalizing costs. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): 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. ASU 2025-11 does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 with the option to apply the guidance prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements. Note 2. Variable Interest Entity and Redeemable Non-Controlling Interest 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. In October 2019, the Company initially contributed $ 4.7 million in cash in exchange for 51 % of the outstanding common stock of nCino K.K. In October 2023, the Company made a further investment in nCino K.K. of $ 1.0 million that, including additional investments in nCino K.K. of $ 1.0 million by existing third-party investors in October 2023, maintained the Company’s ownership of 51 %. As of July 31, 2026, the Company controls a majority of the outstanding common stock in nCino K.K. 10 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. 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 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 (loss) attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest) ( 74 ) 714 2 1,361 Foreign currency translation 11 — ( 6 ) — Adjustment to redeemable non-controlling interest 1,612 603 1,991 1,306 Stock-based compensation expense (1) 67 — 72 — Balance, end of period $ 10,345 $ 15,404 $ 10,345 $ 15,404 (1) nCino K.K. stock options granted in accordance with nCino K.K.’s equity incentive plan. Note 3. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. 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 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 July 31, 2026 and indicates the fair value hierarchy of the valuation: 11 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Fair value measurements on a recurring basis as of January 31, 2026 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 10,588 $ — $ — Time deposits (included in prepaid expenses and other current assets) 142 — — Time deposits (included in long-term prepaid expenses and other assets) 169 — — Total assets $ 10,899 $ — $ — Liabilities: Contingent consideration (included in accrued expenses and other current liabilities) $ — $ — $ 9,700 Total liabilities $ — $ — $ 9,700 Fair value measurements on a recurring basis as of July 31, 2026 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 23,746 $ — $ — Time deposits (included in prepaid expenses and other current assets) 314 — — Total assets $ 24,060 $ — $ — 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: Six Months Ended July 31, 2025 2026 Balance, beginning of period $ — $ 9,700 Contingent consideration in connection with business acquisition 8,100 — Changes in fair value 300 300 Payment of contingent consideration — ( 10,000 ) Balance, end of period $ 8,400 $ — The contingent consideration consists of the potential earn-out payment related to the Company’s acquisition of Alphapack, Co. dba Sandbox Banking (“Sandbox Banking”) on February 7, 2025, and has a maximum potential payment of $ 10.0 million. The fair value of the contingent consideration was determined using a probability-weighted discounted cash flow model. Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones. This contingent liability was classified as Level 3 within the fair value hierarchy. Changes in fair values of contingent consideration are recognized in general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations. 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 12 Table of Contents nCino, Inc. 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 six months ended July 31, 2025 and 2026, respectively. Note 4. Revenues Disaggregation of Revenue Disaggregated revenues by source and geographic region were as follows: Three Months Ended July 31, Six Months Ended July 31, 2025 2026 2025 2026 United States 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 Revenue 115,307 124,610 227,857 247,617 International Subscription 27,415 30,888 53,279 62,147 Professional services and other 6,093 5,503 11,816 10,651 Total International Revenue 33,508 36,391 65,095 72,798 Total Revenue $ 148,815 $ 161,001 $ 292,952 $ 320,415 Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different from the region of the customer. Contract Amounts Accounts Receivable Accounts receivable, less allowance for doubtful accounts, 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 Unbilled accounts receivable 28,131 19,933 Allowance for doubtful accounts ( 2,825 ) ( 1,922 ) Other accounts receivable 1,505 1,913 Total accounts receivable, net $ 166,540 $ 122,365 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 six months ended July 31, 2026, $ 170.2 million of revenues were recognized out of the deferred revenue balance as of January 31, 2026. 13 Table of Contents nCino, Inc. 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. Note 5. Balance Sheet Components Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: As of January 31, 2026 As of July 31, 2026 Prepaid expenses $ 19,246 $ 16,335 Other current assets 2,132 3,976 Prepaid expenses and other current assets $ 21,378 $ 20,311 Property and equipment, net Property and equipment, net consisted of the following: As of January 31, 2026 As of July 31, 2026 Furniture and fixtures $ 11,862 $ 11,268 Computers and equipment 6,646 6,864 Buildings and land 56,379 56,379 Leasehold improvements 30,536 30,261 Total property and equipment, gross 105,423 104,772 Less: 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 July 31, Six Months Ended July 31, 2025 2026 2025 2026 Cost of subscription revenues $ 118 $ 87 $ 226 $ 179 Cost of professional services and other revenues 339 302 684 611 Sales and marketing 306 308 616 615 Research and development 518 436 1,090 877 General and administrative 180 142 361 283 Total depreciation expense $ 1,461 $ 1,275 $ 2,977 $ 2,565 14 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: As of January 31, 2026 As of July 31, 2026 Accrued compensation and benefits $ 24,797 $ 11,213 Accrued expenses 15,567 13,233 Purchase consideration deferred payment 14,308 14,769 Contingent consideration liability 9,700 — Accrued expenses and other current liabilities $ 64,372 $ 39,215 Note 6. Business Combinations Sandbox Banking On February 7, 2025 (the “Sandbox Acquisition Date”), the Company acquired the outstanding equity interests of Sandbox Banking, a digital transformation leader serving the financial services industry. The Company acquired Sandbox Banking to strengthen the Company’s ability to enhance data connectivity. The Company has included the financial results of Sandbox Banking in the unaudited condensed consolidated statements of operations from the Sandbox Acquisition Date. Transaction costs associated with the Sandbox Banking acquisition were approximately $ 1.4 million and were recorded in general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations. The Sandbox Acquisition Date fair value of the consideration transferred is as follows: Fair Value Cash consideration (net of working capital adjustments) $ 53,488 Noncash consideration for settlement of preexisting contract 1,354 Contingent consideration 8,100 $ 62,942 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 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 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. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606. 15 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The following table summarizes the fair values of assets acquired and liabilities assumed as of the Sandbox Acquisition Date: Fair Value Cash and cash equivalents $ 3,330 Accounts receivable 1,020 Other current and noncurrent assets 106 Intangible assets 13,400 Goodwill 53,977 Accounts payable, accrued expenses, and other liabilities, current and noncurrent ( 774 ) Deferred revenue, current and noncurrent ( 4,950 ) Deferred income taxes ( 3,167 ) Net assets acquired $ 62,942 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. The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Sandbox Acquisition Date: Fair Value Useful Life Trade name $ 400 1 year Customer relationships 8,500 10 years Developed technology 4,500 5 years Total intangible assets subject to amortization $ 13,400 Developed technology represents the fair value of Sandbox Banking’s technology, customer relationships represent the fair value of the underlying relationships with Sandbox Banking’s customers, and trade name represents the fair value of Sandbox Banking’s company name. Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce. The goodwill is not deductible for tax purposes. The Company has not disclosed pro-forma revenue and earnings attributable to Sandbox Banking as they did not have a material effect on the Company’s consolidated financial statements. Note 7. Goodwill and Intangible Assets Goodwill The change in the carrying amounts of goodwill was as follows: Balance, January 31, 2026 $ 1,077,947 Measurement period adjustments 147 Translation adjustments ( 2,324 ) Balance, July 31, 2026 $ 1,075,770 16 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Intangible assets Intangible assets, net are as follows: As of January 31, 2026 As of July 31, 2026 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Developed technology $ 102,443 $ ( 70,334 ) $ 32,109 $ 102,274 $ ( 80,520 ) $ 21,754 Customer relationships 151,399 ( 48,095 ) 103,304 150,746 ( 55,289 ) 95,457 Trademarks and trade name 1,999 ( 1,991 ) 8 400 ( 400 ) — Other 1,369 ( 1,132 ) 237 450 ( 269 ) 181 $ 257,210 $ ( 121,552 ) $ 135,658 $ 253,870 $ ( 136,478 ) $ 117,392 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 July 31, Six Months Ended July 31, 2025 2026 2025 2026 Cost of subscription revenues $ 5,115 $ 5,112 $ 10,190 $ 10,225 Cost of professional services and other revenues 83 — 165 — Sales and marketing 4,043 3,669 8,075 7,349 Total amortization expense $ 9,241 $ 8,781 $ 18,430 $ 17,574 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 Fiscal 2029 19,541 Fiscal 2030 17,213 Fiscal 2031 14,592 Thereafter 29,876 $ 117,392 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. Note 8. Stockholders’ Equity and Stock-Based Compensation Stock Repurchase Programs In March 2025, our Board of Directors authorized a stock repurchase program of up to $ 100.0 million of our outstanding common stock (the “March 2025 Stock Repurchase Program”) which was completed in the third quarter of fiscal 2026. In December 2025, our Board of Directors authorized another stock repurchase program of 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. The Company may also, from time to time, enter into 17 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, price, timing, and manner of any repurchases will be determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The stock repurchase 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 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. $ 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 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 Average price per share (1) $ 26.89 $ 17.40 $ 23.53 $ 16.16 Aggregate purchase price (1) $ 19,995 $ 81,872 $ 60,546 $ 174,979 (1) Excludes transaction costs and excise tax associated with the repurchases. 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 six months ended July 31, 2026 was as follows: Number of Shares Weighted Average Exercise Price Outstanding, January 31, 2026 480,641 $ 8.06 Expired or forfeited ( 5,125 ) 15.48 Exercised ( 147,225 ) 7.98 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 18 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Restricted Stock Units RSU activity during the six months ended July 31, 2026 was as follows: Number of Shares Weighted Average Grant Date Fair Value Non-vested, January 31, 2026 6,425,128 $ 28.01 Granted 4,801,785 18.24 Vested ( 1,751,258 ) 29.07 Forfeited ( 529,320 ) 26.65 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. Employee Stock Purchase Plan The first offering period for the Employee Stock Purchase Plan (“ESPP”) began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods begin each year on January 1 and July 1. 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, 2025 2026 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 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 Cost of professional services and other revenues 3,315 3,276 6,069 5,900 Sales and marketing 3,746 4,097 6,674 7,258 Research and development 3,685 4,262 7,800 7,331 General and administrative 7,040 5,670 12,393 10,065 Total stock-based compensation expense $ 18,616 $ 18,002 $ 34,430 $ 31,906 19 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 9. Leases Operating Leases The Company leases its facilities and a portion of its equipment under various non-cancelable agreements, which expire at various times through December 2034, some of which include options to extend for up to one year . The components of lease expense were as follows: Three Months Ended July 31, Six Months Ended July 31, 2025 2026 2025 2026 Operating lease expense $ 1,412 $ 1,125 $ 2,822 $ 2,251 Variable lease expense 653 656 1,295 1,012 Short-term lease expense 75 26 127 58 Sublease income ( 87 ) — ( 174 ) — Total lease expense $ 2,053 $ 1,807 $ 4,070 $ 3,321 Supplemental cash flow information related to operating leases was as follows: Six Months Ended July 31, 2025 2026 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 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 six months) $ 2,309 Fiscal 2028 2,716 Fiscal 2029 1,983 Fiscal 2030 1,500 Fiscal 2031 624 Thereafter 6,835 Total lease payments 15,967 Less: imputed interest ( 3,271 ) Total lease obligations 12,696 Less: current obligations ( 3,695 ) Long-term lease obligations $ 9,001 20 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) Note 10. Debt 2024 Credit Agreement 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. as administrative agent (the “Agent”). The 2024 Credit Agreement includes a senior secured revolving credit facility of up to $ 250.0 million (the “2024 Credit Facility”) with a maturity date of October 28, 2029. The 2024 Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $ 45.0 million. 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 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. The Term Loan may be voluntarily prepaid at any time without penalty; however, any repaid amounts may not be reborrowed. The Term Loan is subject to the same interest rate terms, guarantee structure, collateral provisions, and financial covenants as the 2024 Credit Facility, as described below. Borrowings under the 2024 Credit Facility and Term Loan bear interest, at the Borrower’s option, at: (i) a base rate equal to the greatest of (a) the Agent’s “prime rate,” (b) the federal funds rate plus 0.50 %, and (c) the Term SOFR rate plus 1.00 % (provided that the base rate shall not be less than 0.00 %), plus a margin of 1.00 %; or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00 %), plus a margin of 2.00 %, in each case with such margin subject to step-ups based on certain leverage ratios. The Company is also required to pay an unused commitment fee to the Lenders of 0.25 % of the average daily unutilized commitments (with step-ups based on certain leverage ratios) for the 2024 Credit Facility. The Company must also pay customary letter of credit fees. 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. The financial covenants require the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated Total Leverage Ratio not in excess of 4.00 :1.00 as of the end of any fiscal quarter, and (ii) a Consolidated Interest Coverage Ratio not less than 3.00 :1.00 as of the end of any fiscal quarter, in each case, commencing with the fiscal quarter ended January 31, 2025. The 2024 Credit Facility 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. 21 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The following table summarizes outstanding debt balances: As of January 31, 2026 As of July 31, 2026 Borrowings under revolving credit facility $ 213,500 $ 78,500 Term loan facility — 197,500 Less: Debt issuance costs (1) — ( 640 ) Total debt, net of debt issuance costs $ 213,500 $ 275,360 Debt, current portion, net $ — $ 9,803 Debt, noncurrent, net 213,500 265,557 Total debt $ 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 expenses and other assets. 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, 2026 Fiscal Year Ending Fiscal 2027 (remaining six months) $ 5,000 Fiscal 2028 10,000 Fiscal 2029 10,000 Fiscal 2030 251,000 Total $ 276,000 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. Note 11. Commitments and Contingencies In addition to the operating lease commitments described in Note 9 “Leases,” the Company has additional contractual commitments as described further below. Purchase Commitments The Company’s purchase commitments consist of non-cancelable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business. Financing Obligations 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. 22 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (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 July 31, 2026 are as follows: Purchase commitments Financing obligations - leased facility Fiscal 2027 (remaining six months) $ 44,169 $ 1,883 Fiscal 2028 81,179 4,363 Fiscal 2029 2,663 4,136 Fiscal 2030 220 — Fiscal 2031 — — Thereafter — — Total $ 128,231 $ 10,382 Residual financing obligations and assets 48,053 Less: amount representing interest ( 7,864 ) Financing obligations $ 50,571 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 In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. The Company has not accrued any material liabilities related to such obligations in the accompanying unaudited condensed consolidated financial statements. Legal Proceedings 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 management believes are likely to have a material adverse effect on the Company. Other Commitments and Contingencies The Company may be subject to audits related to its non-income taxes by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Company accrues for any assessments if deemed probable and estimable. Note 12. 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 (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. There is no difference between the basic and diluted net income (loss) per share when there is a net loss because inclusion of potentially issuable shares would be anti-dilutive. 23 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The components of basic and diluted net income (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: Numerator Net income (loss) attributable to nCino, Inc. $ ( 15,257 ) $ 5,081 $ ( 9,695 ) $ 18,722 Denominator Weighted-average common shares outstanding, basic 115,256,497 104,885,480 114,657,339 104,350,762 Basic net income (loss) per share attributable to nCino, Inc. $ ( 0.13 ) $ 0.05 $ ( 0.08 ) $ 0.18 Three Months Ended July 31, Six Months Ended July 31, 2025 2026 2025 2026 Diluted net income (loss) per share: Numerator Net income (loss) attributable to nCino, Inc. $ ( 15,257 ) $ 5,081 $ ( 9,695 ) $ 18,722 Denominator Weighted-average common shares outstanding, basic 115,256,497 104,885,480 114,657,339 104,350,762 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 (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 (loss) per share computation because the effect would have been anti-dilutive: Six Months Ended July 31, 2025 2026 Stock options issued and outstanding 562,629 10,382 Non-vested RSUs issued and outstanding 6,951,460 8,156,784 Shares issuable pursuant to the ESPP 89,919 94,022 Note 13. Segment Information The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews financial information on a consolidated basis. The Company brings together people and data to enable financial institutions to enhance strategic decision-making, risk management, and customer satisfaction through the selection of intelligent solutions provided by the nCino Platform. As such, the Company has one operating and reportable segment. The CODM uses consolidated net income (loss) in deciding how to make operating decisions, allocate resources, and assess performance, including whether to reinvest profits into the segment or other parts of the entity, such as for acquisitions. 24 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) The following table presents selected financial information that is provided to our CODM: Three Months Ended July 31, Six Months Ended July 31, 2025 2026 2025 2026 Revenues $ 148,815 $ 161,001 $ 292,952 $ 320,415 Less: Adjusted cost of revenues (1) 50,129 51,145 99,249 101,229 Adjusted sales and marketing expense (2) 28,093 29,182 53,769 56,066 Adjusted research and development expense (3) 26,590 26,504 55,726 51,942 Adjusted general and administrative expense (4) 13,993 13,340 29,368 25,837 Interest income ( 513 ) ( 274 ) ( 930 ) ( 640 ) Interest expense 4,444 5,214 8,894 9,695 Other (income) expense, net (5) ( 717 ) 750 ( 16,814 ) 1,083 Other segment items (6) 39,306 27,216 65,649 50,608 Income tax provision 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. (2) Sales and marketing expense, net in the consolidated statements of operations, adjusted to exclude amortization of intangible assets, stock-based compensation expense, transaction-related expenses, and restructuring and related charges, if any. (3) Research and development expense, net in the consolidated statements of operations, adjusted to exclude stock-based compensation expense, transaction-related expenses, and restructuring and related charges, if any. (4) General and administrative expense, net in the consolidated statements of operations, adjusted to exclude stock-based compensation expense, transaction-related expenses, certain litigation expenses, and restructuring and related charges, if any. (5) Beginning in the first quarter of fiscal 2027, other (income) expense, net in the consolidated statements of operations, adjusted to not exclude intercompany foreign currency exchange gains or losses from the remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity. Prior period amounts were recast to conform to the current presentation. (6) Other segment items are the adjustments described in the notes above. Revenues by geographic region were as follows: Three Months Ended July 31, Six Months Ended July 31, 2025 2026 2025 2026 United States $ 115,307 $ 124,610 $ 227,857 $ 247,617 United Kingdom 18,951 17,584 36,874 35,476 Other 14,557 18,807 28,221 37,322 $ 148,815 $ 161,001 $ 292,952 $ 320,415 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 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. 25 Table of Contents nCino, Inc. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts and unless otherwise indicated) 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, 2026 United States $ 70,013 $ 67,978 United Kingdom 16,587 15,514 Other 1,694 1,771 $ 88,294 $ 85,263 Note 14. 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 $ 861 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. Note 15. Subsequent Event 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. 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 26 Table of Contents nCino, Inc. 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. 27 Table of Contents