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nCino, Inc. (NCNO)

CIK: 0001902733. SIC: 7372 Services-Prepackaged Software. Latest 10-K as of: 2026-03-31.

SIC breadcrumb: Services > Business Services > SIC 7372 Services-Prepackaged Software

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1902733. Latest filing source: 0001902733-26-000022.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue594,781,000USD20262026-03-31
Net income5,180,000USD20262026-03-31
Assets1,648,106,000USD20262026-03-31

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001902733.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2020202120222023202420252026
Revenue138,180,000204,293,000273,865,000408,315,000476,543,000540,657,000594,781,000
Net income-27,594,000-40,536,000-49,446,000-102,720,000-42,346,000-37,878,0005,180,000
Operating income-28,170,000-42,608,000-71,357,000-94,013,000-39,512,000-18,131,0003,727,000
Gross profit74,110,000116,158,000162,452,000238,709,000285,073,000324,788,000360,169,000
Diluted EPS-0.35-0.46-0.51-0.93-0.38-0.330.05
Operating cash flow-8,998,0009,222,000-19,229,000-15,381,00057,285,00055,199,00090,065,000
Capital expenditures5,760,0004,338,0005,463,00018,338,0003,515,0001,816,0007,501,000
Share buybacks0.000.00125,097,000
Assets563,401,0001,301,014,0001,327,269,0001,340,430,0001,610,381,0001,648,106,000
Liabilities134,431,000230,507,000299,602,000287,826,000512,783,000579,454,000
Stockholders' equity167,273,000425,179,0001,067,625,0001,024,078,0001,049,176,0001,089,312,0001,055,915,000
Cash and cash equivalents91,184,000371,425,00088,014,00082,036,000112,085,000120,928,00088,374,000
Free cash flow-14,758,0004,884,000-24,692,000-33,719,00053,770,00053,383,00082,564,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2020202120222023202420252026
Net margin-19.97%-19.84%-18.05%-25.16%-8.89%-7.01%0.87%
Operating margin-20.39%-20.86%-26.06%-23.02%-8.29%-3.35%0.63%
Return on equity-16.50%-9.53%-4.63%-10.03%-4.04%-3.48%0.49%
Return on assets-7.19%-3.80%-7.74%-3.16%-2.35%0.31%
Liabilities / equity0.320.220.290.270.470.55
Current ratio3.821.051.011.171.201.00

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001902733.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2023-Q22022-07-31-0.25reported discrete quarter
2023-Q32022-10-31-0.21reported discrete quarter
2024-Q12023-04-30-0.10reported discrete quarter
2024-Q22023-07-31117,236,000-15,884,000-0.14reported discrete quarter
2024-Q32023-10-31121,942,000-16,379,000-0.15reported discrete quarter
2024-Q42024-01-31123,693,0001,160,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-04-30128,087,000-2,976,000-0.03reported discrete quarter
2025-Q22024-07-31132,403,000-11,040,000-0.10reported discrete quarter
2025-Q32024-10-31138,797,000-5,252,000-0.05reported discrete quarter
2025-Q42025-01-31141,370,000-18,610,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-04-30144,137,0005,562,0000.05reported discrete quarter
2026-Q22025-07-31148,815,000-15,257,000-0.13reported discrete quarter
2026-Q32025-10-31152,163,0006,539,0000.06reported discrete quarter
2026-Q42026-01-31149,666,0008,336,000derived Q4 = FY annual - nine-month YTD
2027-Q12026-04-30159,414,00013,641,0000.12reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001902733-26-000066.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-27. Report date: 2026-04-30.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial information included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the SEC on March 31, 2026. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K, particularly in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. 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.

Overview

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. This negatively impacts risk management, decision making, and the experiences of bankers and their clients. Financial Institutions (“FIs”) need a unified platform that helps them reengineer every experience, from managing complex credit portfolios to streamlining account onboarding and loan origination.

nCino helps FIs of all sizes optimize their operations by embedding banking intelligence directly into the tools FI employees already use. nCino's data foundation, which was developed from the workflows, decisions, and outcomes of FIs, enables our platform to deliver AI-driven capabilities across our solutions. With the nCino Platform, FIs can:

•operate more intelligently,

•improve efficiency,

•elevate employee and client experiences, and

•manage risk and compliance continuously rather than reactively.

nCino was originally founded in a bank to improve that institution’s operations and client service. Its founders quickly realized that virtually all banks and credit unions faced the same core problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce. nCino was spun out as a separate company in late 2011 to help more institutions solve these challenges using cloud-based technology.

We initially focused on developing the nCino Platform to transform commercial and small business lending for community and regional banks in the U.S. We scaled the platform to enterprise banks in the U.S. in 2014, and then internationally in 2017. We have subsequently expanded across North America, Europe, the Middle East, Japan and Asia-Pacific (“APAC”).

Over the years, we've built and enhanced our products to ensure innovation and seamless integration across key solution lines of commercial, small business, and consumer banking, including mortgage. We have strategically built and acquired technology, including SimpleNexus, DocFox, FullCircl, ILT, Visible Equity, FinSuite, and Sandbox Banking, to significantly augment the capabilities of the nCino Platform for mortgage lending, onboarding, account opening, indirect auto lending, and advanced analytics and AI. This approach has allowed us to create a unified platform of best-in-class intelligent solutions, underpinned by our rich data foundation, enabling FIs to replace multiple legacy systems, connect their operations, and streamline workflows and processes across various business lines to achieve desired impacts and process improvements.

We generally offer the nCino Platform on a subscription basis pursuant to non-cancelable multi-year contracts that are typically three to five years in duration. nCino has evolved from a single product workflow solution to a platform of best-in-class, intelligent solutions. Our Intelligent Solution Framework pricing model helps ensure the value-based positioning and pricing of our products and creates an opportunity to embed intelligence into all our solutions.

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We sell our solutions directly through our business development managers, account executives, field sales engineers, and customer success managers. Our sales efforts in the U.S. 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. and 125 sales and support personnel in offices outside the U.S.

To help customers go live with our solutions, we offer professional services including configuration and implementation, training, and advisory services. For enterprise FIs, we generally work with system integration (“SI”) partners such as Accenture, Deloitte, and PwC for the delivery of professional services for the nCino Platform. For regional FIs, we work with SIs such as West Monroe Partners, and for community banks, we work with SIs or perform configuration and implementation ourselves. We expect enterprise FIs to make up a greater proportion of our nCino Platform sales.

Current Events

On March 30, 2026, the Company entered into an Incremental Facility Amendment (the “First Amendment”) to the 2024 Credit Agreement. Pursuant to the First Amendment, the Lenders provided to nCino OpCo, Inc. (the “Borrower”) a senior secured incremental term loan of $200.0 million (the “Term Loan”), which matures on October 28, 2029. The Term Loan requires scheduled quarterly principal payments of $2.5 million, with the remaining balance due at maturity. The Term Loan may be voluntarily prepaid at any time without penalty; however, any repaid amounts may not be reborrowed. The interest rate terms, guarantee structure, collateral provisions, and financial covenants applicable to the Term Loan are consistent with those governing the 2024 Credit Facility. The proceeds were used to reduce a portion of the outstanding balance on our revolving credit facility and to finance an accelerated share repurchase program discussed below. See Note 10 “Debt” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

On March 31, 2026, the Company entered into an Accelerated Share Repurchase (“ASR”) agreement with Wells Fargo Bank, N.A., authorized by the Board of Directors, for $100.0 million. The initial delivery of shares for the full purchase price of $100.0 million represented approximately 80% of the total shares to be repurchased. The final number of shares to be repurchased will be determined generally by the volume-weighted average price of nCino's common stock during the term of the transaction, less a discount and subject to adjustments. Final settlement is expected to occur in the second quarter of fiscal 2027. See Note 8 “Stockholders’ Equity and Stock-Based Compensation” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

For the three months ended April 30, 2025 and 2026, our total revenues were $144.1 million and $159.4 million, respectively, representing a 10.6% increase. For the three months ended April 30, 2025 and 2026, our subscription revenues were $125.6 million and $140.9 million, respectively, representing a 12.2% increase. We recorded net income attributable to nCino, Inc. of $13.6 million for the three months ended April 30, 2026, compared to a net income attributable to nCino, Inc. of $5.6 million for the three months ended April 30, 2025.

Factors Affecting Our Operating Results

Market Adoption of Our Solution. Our future growth depends on our ability to expand our reach to new FI customers and increase adoption with existing customers as they broaden their use of our solutions within and across lines of business. Our success in growing our customer base and expanding adoption of our solutions by existing customers requires a focused direct sales engagement and the ability to convince key decision makers at FIs to replace legacy third-party point solutions or internally developed software with our solutions. Our ability to successfully implement our asset-based pricing model, which we began implementing in fiscal 2025, and our success in implementing AI capabilities in ways that our customers perceive as adding value, will also be key drivers. In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 22.8% of total revenues for the three months ended April 30, 2026. For new customers, our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs to 12 to 18 months or more for larger FIs. Key to landing new customers is our ability to successfully take our existing customers live and help them achieve measurable returns on their investment, thereby turning them into referenceable accounts. If we are unable to successfully address the foregoing challenges, our ability to grow our business and sustain profitability will be adversely affected, which may in turn reduce the value of our common stock.

Mix of Subscription and Professional Services Revenues. The initial deployment of our solutions by our customers requires a period of implementation and configuration services that typically average less than six months, but may extend beyond twelve months, depending on scope. As a result, during the initial go-live period for a customer on the nCino Platform, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas

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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.

Macroeconomic Environment. We are currently operating in a fluctuating interest rate environment with inflationary pressures. These fluctuations have had an impact on the real estate market in the U.S. and specifically, the demand for mortgages and mortgage-related products and services, which has had a negative impact on our U.S. mortgage business.

We will continue to monitor the impact the macroeconomic environment may have on our business.

Continued Investment in Innovation and Growth. We have made substantial investments in product development, sales and marketing, and strategic acquisitions since our inception to achieve a leadership position in our market and grow our revenues and customer base. We intend to continue to increase our investment in product development in the coming years to maintain and build on this advantage. We also intend to invest in sales and marketing both in the U.S. and internationally to further grow our business. To capitalize on the market opportunity we see ahead of us, we expect to continue to optimize our operating plans for revenue growth and profitability.

Components of Results of Operations

Revenues

We derive our revenues from subscription and professional services and other revenues.

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. Specifically, we offer:

•Cl

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-03-31. Report date: 2026-01-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and related notes and other financial information included in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Our fiscal year ends on January 31 of each year and references in this Annual Report on Form 10-K to a fiscal year mean the year in which that fiscal year ends. For example, references in this Annual Report on Form 10-K to “fiscal 2026” refer to the fiscal year ended January 31, 2026.

The following section of this Form 10-K discusses our financial condition and results of operations for fiscal 2026 and 2025 and year-to-year comparisons between fiscal 2026 and fiscal 2025. Discussions of fiscal 2024 items and year-to-year comparisons between fiscal 2025 and fiscal 2024 that are not included in this Form 10-K can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on April 1, 2025.

Overview

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. This negatively impacts risk management, decision making, and the experiences of bankers and their clients. FIs need a unified platform that helps them reengineer every experience, from managing complex credit portfolios to streamlining account onboarding and loan origination.

nCino helps FIs of all sizes optimize their operations by embedding banking intelligence directly into the tools FI employees already use. nCino’s data foundation, which was developed from the workflows, decisions, and outcomes of financial institutions, enables our platform to deliver AI-driven capabilities across our solutions. With the nCino Platform, FIs can:

•operate more intelligently,

•improve efficiency,

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•elevate employee and client experiences, and

•manage risk and compliance continuously rather than reactively.

nCino was originally founded in a bank to improve that institution’s operations and client service. Its founders quickly realized that virtually all banks and credit unions faced the same core problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce. nCino was spun out as a separate company in late 2011 to help more institutions solve these challenges using cloud-based technology.

We initially focused on developing the nCino Platform to transform commercial and small business lending for community and regional banks in the U.S. We scaled the platform to enterprise banks in the U.S. in 2014, and then internationally in 2017. We have subsequently expanded across North America, Europe, the Middle East, Japan, and APAC.

Over the years, we’ve built and enhanced our products to ensure innovation and seamless integration across key solution lines of commercial, small business and consumer banking including mortgage. We have strategically built and acquired technology, including SimpleNexus, DocFox, FullCircl, ILT, Visible Equity, FinSuite, and Sandbox Banking, to significantly augment the nCino Platform’s capabilities for mortgage lending, onboarding, account opening, indirect auto lending, and advanced analytics and AI. This approach has allowed us to create a unified platform of best-in-class intelligent solutions, underpinned by our rich data foundation, enabling FIs to replace multiple legacy systems, connect their operations, and streamline workflows and processes across various business lines to achieve desired impacts and process improvements.

We generally offer the nCino Platform on a subscription basis pursuant to non-cancelable multi-year contracts that are typically three to five years in duration. nCino has evolved from a single product workflow solution to a platform of best-in-class, intelligent solutions. Our Intelligent Solution Framework pricing model helps ensure the value-based positioning and pricing of our products and creates an opportunity to embed intelligence into all our solutions.

We sell our solutions directly through our business development managers, account executives, field sales engineers, and customer success managers. Our sales efforts in the U.S. are organized around FIs based on size, whereas internationally, we focus our sales efforts by geography. As of January 31, 2026, we had 185 sales and sales support personnel in the U.S. and 131 sales and support personnel in offices outside the U.S.

To help customers go live with our solutions, we offer professional services including configuration and implementation, training, and advisory services. For enterprise FIs, we generally work with SI partners such as Accenture, Deloitte, and PwC for the delivery of professional services for the nCino Platform. For regional FIs, we work with SIs such as West Monroe Partners, and for community banks, we work with SIs or perform configuration and implementation ourselves. We expect enterprise FIs to make up a greater proportion of our nCino Platform sales.

Our total revenues were $476.5 million, $540.7 million, and $594.8 million for fiscal 2024, 2025, and 2026, respectively, representing an 11.7% compound annual growth rate. Our subscription revenues were $409.5 million, $469.2 million, and $523.1 million for fiscal 2024, 2025, and 2026, representing a 13.0% compound annual growth rate. We recorded net income (loss) attributable to nCino in fiscal 2024, 2025, and 2026 of $(42.3) million, $(37.9) million, and $5.2 million, respectively. For fiscal 2026, our total subscription revenues include $17.3 million of inorganic revenues not present in comparative prior periods, consisting of FullCircl for the first three quarters of fiscal 2026 and Sandbox Banking following its acquisition on February 7, 2025 (the “Sandbox Acquisition Date”). We have included the financial results of Sandbox Banking in the consolidated financial statements from the Sandbox Acquisition Date. For fiscal 2026, our financial results also include the operating results of our fiscal 2025 acquisitions of DocFox, ILT, and FullCircl from their acquisition dates of March 20, 2024 (the “DocFox Acquisition Date”), April 1, 2024 (the “ILT Acquisition Date”), and November 5, 2024 (the “FullCircl Acquisition Date”), respectively.

Significant Events in Fiscal 2026

Effective February 1, 2025, Pierre Naudé retired as the Company’s Chairman and Chief Executive Officer and Sean Desmond was appointed to succeed Mr. Naudé as the Company’s new President and Chief Executive Officer and as a member of the Company’s Board of Directors. On the same date, Mr. Naudé was appointed Executive Chairman of the Board. On February 1, 2026, Mr. Naudé transitioned to serving as a non-employee director and Chairman of the Board.

On the Sandbox Acquisition Date, we acquired Alphapack, Co. dba Sandbox Banking (“Sandbox Banking”), a digital transformation leader serving the financial services industry, for an aggregate purchase price of $62.9 million, inclusive

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of an additional earn-out opportunity of up to $10.0 million. This acquisition strengthens our ability to enhance data connectivity and streamline operations for banks and credit unions through an industry-leading iPaaS solution for a more intelligent and harmonious technology platform. See Note 6 “Business Combinations” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

In March 2025, our Board of Directors authorized a stock repurchase program of up to $100.0 million of our outstanding common stock (the “March 2025 Stock Repurchase Program”) which we completed in the third quarter of fiscal 2026. In December 2025, our Board of Directors authorized the December 2025 Stock Repurchase Program of up to $100.0 million of our outstanding common stock pursuant to which we repurchased 1.0 million shares of our outstanding common stock for $25.0 million, excluding transaction costs and excise tax associated with the repurchases, in fiscal 2026. As of January 31, 2026, $75.0 million remained available for future repurchases under the December 2025 Stock Repurchase Program. To date we have not repurchased any shares in fiscal 2027. See Note 8 “Stockholders’ Equity and Stock-Based Compensation” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

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

On May 27, 2025, we announced a workforce reduction of approximately 7% and office space reductions in certain markets (collectively, the “2026 Restructuring Plan”) in furtherance of our efforts to improve operational efficiencies. We incurred charges of $10.1 million for the year ended January 31, 2026, in connection with the 2026 Restructuring Plan. See Note 16 “Restructuring” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Factors Affecting Our Operating Results

Market Adoption of Our Solution. Our future growth depends on our ability to expand our reach to new FI customers and increase adoption with existing customers as they broaden their use of our solutions within and across lines of business. Our success in growing our customer base and expanding adoption of our solutions by existing customers requires a focused direct sales engagement and the ability to convince key decision makers at FIs to replace legacy third-party point solutions or internally developed software with our solutions. Our ability to successfully implement our 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 22.1% of total revenues for fiscal 2026. For new customers, our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs to 12 to 18 months or more for larger FIs. Key to landing new customers is our ability to successfully take our existing customers live and help them achieve measurable returns on their investment, thereby turning them into referenceable accounts. If we are unable to successfully address the foregoing challenges, our ability to grow our business and sustain profitability will be adversely affected, which may in turn reduce the value of our common stock.

Mix of Subscription and Professional Services Revenues. The initial deployment of our solutions by our customers requires a period of implementation and configuration services that typically average less than six months, but may extend beyond twelve months depending on scope. As a result, during the initial go-live period for a customer on the nCino Platform, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas over time, revenues from established customers are more heavily weighted to subscriptions. 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.

Subscription Revenue Net Retention Rate. We believe that our ability to retain and grow subscription revenues from our existing customers over time strengthens the stability and predictability of our revenue base and is reflective of both the adoption curve of customers and the value we deliver to them. We assess our performance in this area using a metric we refer to as subscription revenue net retention rate. We calculate our subscription revenue net retention rate as total subscription revenues in a fiscal year from customers who contributed subscription revenues in the prior fiscal year, expressed as a percentage of total subscription revenues for the prior fiscal year. In accordance with this definition, subscription revenues from customers obtained through an acquisition will first be included in the calculation in the fiscal year subsequent to such

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acquisition, for the periods they were a customer of nCino. Our subscription revenue net retention rate provides insight into the impact on current year subscription revenues of:

•the number and timing of new customers, subscription fees to be charged existing customers in successive years, and phased activation of seats purchased by them in prior years, which activation schedules can span several fiscal years for larger contracts;

•expanding adoption of our solutions by our existing customers during the current year; and

•customer attrition.

For fiscal 2024, 2025, and 2026, we had subscription revenue net retention rates of 116%, 110%, and 110%, respectively. Historically, the number of new customers in prior years and the associated phased activation schedules for such customer were a significant driver of changes in our subscription revenue net retention rate. Upon transitioning to asset-based pricing, growth in FI assets supported by nCino, the timing of deal signatures in current and comparative periods, and the degree to which customers expand or contract their commitments upon renewal will be more significant drivers of changes in subscription revenue net retention rate. Our use of subscription revenue net retention rate has limitations as an analytical tool, and investors should not consider it in isolation. Other companies in adjacent markets may calculate subscription revenue net retention rates or similar metrics differently, which reduces its usefulness as a comparative measure.

ACV Net Retention Rate. A key element of our growth strategy is to expand our deployed footprint with a customer after initial adoption. Our customers typically purchase the nCino Platform for a defined line of business or to support a specific use case and, once deployed, we seek to convince the customer to adopt our solutions within and across additional lines of business. To date, we have been successful in executing our land and expand strategy as a result of the ability of our solutions to streamline workflow, generate meaningful insights for operational improvement, and help drive improved bottom line results. Our historical net retention rates may not be predictive of future results. If our customers do not continue to see the ability of our solutions to generate return on investment relative to other available solutions or at all, ACV net retention rates could suffer and our operating results could be adversely affected.

We believe our ACV net retention rate over the long term illustrates our success in executing our land and expand strategy, as it demonstrates growing adoption by existing customers, including price increases but net of attrition. We define ACV net retention rate as total ACV at the end of a fiscal year from customers with ACV as of the end of the prior fiscal year, expressed as a percentage of ACV as of the end of the prior fiscal year, converted to U.S. dollars with foreign exchange rates in effect as of the end of the applicable period. We define ACV as the highest annualized subscription fee obligation under customer contracts in effect at the end of the reporting period. ACV net retention rate can occasionally moderate from one period to the next, from customer attrition for example. Our ACV net retention rate was 102%, 106%, and 112% for fiscal 2024, 2025, and 2026, respectively. In fiscal 2025, the increase in our ACV net retention rate was attributable to increased ACV from customers who expanded their adoption of our solutions, offset in part due to a decline in ACV from customers adversely affected by an increase in mortgage rates. In fiscal 2026, the increase in our ACV net retention rate was attributable to increased ACV from customers who expanded their adoption of our solutions including nCino’s AI capabilities.

Macroeconomic Environment. We are currently operating in a fluctuating interest rate environment with inflationary pressures. These fluctuations have had an impact on the real estate market in the U.S. and specifically, the demand for mortgages and mortgage-related products and services, which has had a negative impact on our U.S. mortgage business.

We will continue to monitor the impact the macroeconomic environment may have on our business.

Continued Investment in Innovation and Growth. We have made substantial investments in product development, sales and marketing, and strategic acquisitions since our inception to achieve a leadership position in our market and grow our revenues and customer base. We intend to continue to increase our investment in product development in the coming years to maintain and build on this advantage. We also intend to invest in sales and marketing both in the U.S. and internationally to further grow our business. To capitalize on the market opportunity we see ahead of us, we expect to continue to optimize our operating plans for revenue growth and profitability.

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Components of Results of Operations

Revenues

We derive our revenues from subscription and professional services and other revenues.

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. Specifically, we offer:

•Client onboarding, loan origination, and deposit account opening solutions targeted at a FI’s commercial, small business, and retail lines of business, as well as Banking Advisor and other ancillary products, for which we generally charge on a per seat basis or based upon the asset size of the customer. As we continue transitioning to our asset-based pricing model, we expect the number of customers we charge based on asset size will increase considerably.

•Through our U.S. mortgage business, a digital homeownership solution uniting people, systems, and stages of the mortgage process into a seamless end-to-end journey for which we generally charge on a per seat or anticipated lending volume basis.

•Maintenance and support services as well as internal-use or “sandbox” development licenses, for which we generally charge as a percentage of the related subscription fees.

Our subscription revenues are generally recognized ratably over the term of the contract beginning upon activation. For new customers, we typically activate all seats at inception of the agreement with stated price increases at specified intervals over the contract term. In these arrangements, the aggregate license fees over the contract term are recognized as revenue in equal amounts annually over the term. We may also activate a portion of seats at inception of the agreement, with the balance of seats activated at contractually specified points in time thereafter. Both approaches pattern the amount of our invoicing to customers after their expected rate of implementation and adoption. Where seats are activated in stages, we charge subscription fees from the date of activation through the anniversary of the initial activation date, and annually thereafter. Subscription fees are generally billed annually in advance while subscription fees for U.S. mortgage are generally billed monthly. Maintenance and support fees, as well as development licenses, are provided over the same periods as the related subscriptions, so fees are invoiced and revenues are recognized over the same periods. Subscription fees invoiced are recorded as deferred revenue pending recognition as revenues. In certain cases, we are authorized to resell access to Salesforce’s CRM solution along with the nCino Platform. When we resell such access, we charge a higher subscription price and remit a higher subscription fee to Salesforce for these subscriptions.

Professional Services and Other Revenues. Professional services and other revenues consist of fees for implementation and configuration assistance, training, and advisory services. 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. mortgage business. Revenues for implementation, training, and advisory services are generally recognized on a proportional performance basis, based on labor hours incurred relative to total budgeted hours. To date, our losses on professional services contracts have not been material. 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 in the future and tend to be higher in periods of faster growth, over time we expect to see subscription revenues make up an increasing proportion of our total revenues.

Cost of Revenues and Gross Margin

Cost of Subscription Revenues. Cost of subscription revenues consists of fees paid to Salesforce for access to the Salesforce Platform, including Salesforce’s hosting infrastructure and data center operations, along with certain integration fees paid to other third parties. When we resell access to Salesforce’s CRM solution, cost of subscription revenues also includes the subscription fees we remit to Salesforce for providing such access. We also incur costs associated with access to other platforms. In addition, cost of subscription revenues includes personnel-related costs associated with delivering maintenance and support services, including salaries, benefits and stock-based compensation expense, travel and related costs, amortization of acquired developed technology, and allocated overhead. Our subscription gross margin will vary from period to period based

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on the relative mix of revenues from our solutions, including the resale of Salesforce's CRM solution, and the utilization of support personnel. We expect the cost of subscription revenues will continue to increase in absolute dollars as we grow our business.

Cost of Professional Services and Other Revenues. Cost of professional services and other revenues consists primarily of personnel-related costs associated with delivery of these services, including salaries, benefits and stock-based compensation expense, travel and related costs, and allocated overhead. The cost of providing professional services is significantly higher as a percentage of the related revenues than for our subscription services due to direct labor costs. The cost of professional services revenues increases in absolute dollars as we have added new customer subscriptions that require professional services and built out our international professional services capabilities. Realized effective billing and utilization rates drive fluctuations in our professional services and other gross margin on a period-to-period basis.

Operating Expenses

Sales and Marketing. 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. Sales and marketing expenses also include outside consulting fees, marketing programs, including lead generation, costs of our annual user conference, advertising, trade shows and other event expenses, amortization of intangible assets, and allocated overhead. We expect sales and marketing expenses to decrease as a percentage of revenues as we leverage investments made to date.

Research and Development. Research and development expenses consist primarily of salaries, benefits and stock-based compensation associated with our engineering, product and quality assurance personnel, as well as allocated overhead. Research and development expenses also include the cost of third-party contractors. Research and development costs are expensed as incurred. We expect research and development costs will decrease as a percentage of revenues as we leverage the investments we have made to date.

General and Administrative. General and administrative expenses consist primarily of salaries, benefits and stock-based compensation associated with our executive, finance, legal, human resources, information technology, compliance and other administrative personnel. General and administrative expenses also include accounting, auditing and legal professional services fees, travel and other corporate-related expenses, changes in fair value of contingent consideration, and allocated overhead, as well as transaction-related expenses, such as legal and other professional services fees. We expect general and administrative expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.

Non-Operating Income (Expense)

Interest Income. Interest income consists primarily of interest earned on our cash and cash equivalents.

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. 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.

Income Tax Provision (Benefit). Income tax provision (benefit) consists of federal and state income taxes in the U.S. and income taxes in foreign jurisdictions.

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Results of Operations

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Annual Report on Form 10-K. The following tables present our selected consolidated statements of operations data for fiscal 2024, 2025, and 2026 in both dollars and as a percentage of total revenues, except as noted.

Fiscal Year Ended January 31,

($ in thousands, except share and per share amounts)

2024

2025(1)

2026(2)

Revenues:

Subscription revenues

$

409,479 

$

469,168 

$

523,134 

Professional services and other revenues

67,064 

71,489 

71,647 

Total revenues

476,543 

540,657 

594,781 

Cost of revenues:

Cost of subscription revenues

120,861 

134,932 

149,562 

Cost of professional services and other revenues

70,609 

80,937 

85,050 

Total cost of revenues

191,470 

215,869 

234,612 

Gross profit

285,073 

324,788 

360,169 

Operating expenses:

Sales and marketing

130,547 

123,231 

136,560 

Research and development

117,311 

129,422 

127,528 

General and administrative

76,727 

90,266 

92,354 

Total operating expenses

324,585 

342,919 

356,442 

Income (loss) from operations

(39,512)

(18,131)

3,727 

Non-operating income (expense):

Interest income

2,567 

1,761 

1,429 

Interest expense

(4,135)

(8,763)

(17,457)

Other income (expense), net

(856)

(10,427)

19,008 

Income (loss) before income taxes

(41,936)

(35,560)

6,707 

Income tax provision (benefit)

1,590 

(2,511)

(2,996)

Net income (loss)

(43,526)

(33,049)

9,703 

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

(1,109)

(472)

141 

Adjustment attributable to redeemable non-controlling interest

(71)

5,301 

4,382 

Net income (loss) attributable to nCino, Inc.

$

(42,346)

$

(37,878)

$

5,180 

(1 ) Includes the operating results of DocFox, ILT, and FullCircl from the DocFox Acquisition Date, the ILT Acquisition Date, and FullCircl Acquisition Date, see Note 6 “Business Combinations” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

(2 ) Includes the operating results of Sandbox Banking from the Sandbox Acquisition Date, see Note 6 “Business Combinations” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

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The Company recognized stock-based compensation expense as follows:

Fiscal Year Ended January 31,

($ in thousands)

2024

2025

2026

Cost of subscription revenues

$

1,847 

$

2,891 

$

3,123 

Cost of professional services and other revenues

9,369 

11,977 

12,373 

Sales and marketing

15,417 

17,016 

14,307 

Research and development

15,942 

17,416 

15,835 

General and administrative

15,460 

22,292 

28,246 

Total stock-based compensation expense

$

58,035 

$

71,592 

$

73,884 

The Company recognized amortization expense for intangible assets as follows:

Fiscal Year Ended January 31,

($ in thousands)

2024

2025

2026

Cost of subscription revenues

$

16,306 

$

17,784 

$

20,412 

Cost of professional services and other revenues

330 

330 

165 

Sales and marketing

20,590 

11,979 

15,882 

Total amortization expense

$

37,226 

$

30,093 

$

36,459 

Fiscal Year Ended January 31,

2024

2025

2026

Revenues:

Subscription revenues

85.9 

%

86.8 

%

88.0 

%

Professional services and other revenues

14.1 

13.2 

12.0 

Total revenues

100.0 

100.0 

100.0 

Cost of revenues (percentage shown in comparison to related revenues):

Cost of subscription revenues

29.5 

28.8 

28.6 

Cost of professional services and other revenues

105.3 

113.2 

118.7 

Total cost of revenues

40.2 

39.9 

39.4 

Gross profit

59.8 

60.1 

60.6 

Operating expenses:

Sales and marketing

27.4 

22.8 

23.0 

Research and development

24.6 

23.9 

21.4 

General and administrative

16.1 

16.7 

15.5 

Total operating expenses

68.1 

63.4 

59.9 

Income (loss) from operations

(8.3)

(3.3)

0.7 

Non-operating income (expense):

Interest income

0.5 

0.3 

0.2 

Interest expense

(0.9)

(1.6)

(2.9)

Other income (expense), net

(0.2)

(1.9)

3.2 

Income (loss) before income taxes

(8.9)

(6.5)

1.2 

Income tax provision (benefit)

0.3 

(0.5)

(0.5)

Net income (loss)

(9.2)

%

(6.0)

%

1.7 

%

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Comparison of the Fiscal Years Ended January 31, 2025 and 2026

Revenues

Fiscal Year Ended January 31,

($ in thousands)

2025

2026

Revenues:

Subscription revenues

$

469,168 

86.8 

%

$

523,134 

88.0 

%

Professional services and other revenues

71,489 

13.2 

71,647 

12.0 

Total revenues

$

540,657 

100.0 

%

$

594,781 

100.0 

%

Subscription Revenues

Subscription revenues increased $54.0 million for fiscal 2026 compared to fiscal 2025, primarily attributable to growth from existing customers within and across lines of business, initial revenues from customers who did not contribute to subscription revenues during the prior period, and acquisitions. Of the increase, 87.8% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 12.2% was attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period. Subscription revenues were 88.0% of total revenues for fiscal 2026 compared to 86.8% of total revenues for fiscal 2025, primarily due to growth in our installed base.

Professional Services and Other Revenues

Professional services and other revenues were essentially flat for fiscal 2026 compared to fiscal 2025, primarily attributable to the mix of solutions being implemented.

Cost of Revenues and Gross Margin

Fiscal Year Ended January 31,

($ in thousands)

2025

2026

Cost of revenues (percentage shown in comparison to related revenues):

Cost of subscription revenues

$

134,932 

28.8 

%

$

149,562 

28.6 

%

Cost of professional services and other revenues

80,937 

113.2 

85,050 

118.7 

Total cost of revenues

$

215,869 

39.9 

$

234,612 

39.4 

Gross profit

$

324,788 

60.1 

%

$

360,169 

60.6 

%

Cost of Subscription Revenues

Cost of subscription revenues increased $14.6 million for fiscal 2026, generating a gross margin of 71.4% compared to a gross margin of 71.2% for fiscal 2025.

The increase primarily consisted of:

•$9.5 million increase in third party data costs,

•$2.8 million increase in allocated overhead, inclusive of a $2.6 million increase in amortization expense related to acquired intangibles,

•$1.2 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers,

•$0.9 million increase in personnel costs, including $0.4 million in severance charges under the 2026 Restructuring Plan and compensation increases, and

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

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Cost of Professional Services and Other Revenues

Cost of professional services and other revenues increased $4.1 million for fiscal 2026, generating a gross margin of (18.7)% compared to a gross margin of (13.2)% for fiscal 2025, primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

The increase primarily consisted of:

•$2.8 million increase in personnel costs, primarily due to an increase in average headcount during the year due to acquisitions, compensation increases, and $0.5 million severance charges under the 2026 Restructuring Plan,

•$1.2 million increase in allocated overhead primarily attributable to internal investments in AI technology, and

•a $0.4 million increase in stock-based compensation expense.

Operating Expenses

Fiscal Year Ended January 31,

($ in thousands)

2025

2026

Operating expenses:

Sales and marketing

$

123,231 

22.8 

%

$

136,560 

23.0 

%

Research and development

129,422 

23.9 

127,528 

21.4 

General and administrative

90,266 

16.7 

92,354 

15.5 

Total operating expenses

342,919 

63.4 

356,442 

59.9 

Income (loss) from operations

$

(18,131)

(3.3)

%

$

3,727 

0.7 

%

Sales and Marketing

Sales and marketing expenses increased $13.3 million for fiscal 2026 compared to fiscal 2025, primarily attributable to:

•$5.0 million increase in allocated overhead, inclusive of a $3.9 million increase in amortization expenses for acquired intangible assets,

•$7.4 million increase in personnel costs, primarily driven by increased commissions for higher bookings and compensation increases, inclusive of $1.3 million in severance charges under the 2026 Restructuring Plan,

•$3.5 million increase in marketing costs,

•$0.5 million increase for sales-related travel costs,

•partially offset by a $2.7 million decrease in stock-based compensation expense, and

•a $0.4 million decrease in third-party professional fees.

Our sales and marketing headcount decreased by 22, fiscal year 2026 over fiscal year 2025, primarily attributable to the 2026 Restructuring Plan.

Research and Development

Research and development expenses decreased $1.9 million for fiscal 2026 compared to fiscal 2025, primarily attributable to:

•$1.9 million decrease in third-party professional fees,

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•$1.6 million decrease in stock-based compensation expense,

•personnel costs were flat, driven by $3.7 million in severance charges under the 2026 Restructuring Plan which were offset by lower costs from reduced headcount, and

•partially offset by a $1.6 million increase in allocated overhead primarily attributable to internal investments in AI technology.

Our research and development headcount decreased by 53, fiscal year 2026 over fiscal year 2025, primarily attributable to the 2026 Restructuring Plan.

General and Administrative

General and administrative expenses increased $2.1 million for fiscal 2026 compared to fiscal 2025, primarily attributable to:

•$6.0 million increase in non-cash stock-based compensation expense primarily due to modifications of equity awards for our Chairman transition,

•$2.3 million increase in restructuring costs for exit costs and asset write-offs associated with the 2026 Restructuring Plan,

•$1.6 million increase in the fair value of contingent consideration,

•$1.6 million increase in bad debt expense,

•$0.2 million increase in personnel costs, driven by $1.1 million in severance charges under the 2026 Restructuring Plan, partially offset by lower costs from reduced headcount,

•partially offset by an $8.7 million decrease in third-party professional fees, mostly attributable to a decrease in transaction-related expenses and professional fees, and

•a $0.9 million decrease in allocated overhead and other general and administrative costs.

Our general and administrative headcount decreased by 18, fiscal year 2026 over fiscal year 2025, primarily attributable to the 2026 Restructuring Plan.

Non-Operating Income (Expense)

Fiscal Year Ended January 31,

($ in thousands)

2025

2026

Interest income

$

1,761 

0.3 

%

$

1,429 

0.2 

%

Interest expense

(8,763)

(1.6)

(17,457)

(2.9)

Other income (expense), net

(10,427)

(1.9)

19,008 

3.2 

Interest income decreased $0.3 million for fiscal 2026 compared to fiscal 2025, primarily attributable to balance and rate fluctuations of our accounts earning interest. Interest expense increased $8.7 million for fiscal 2026 compared to fiscal 2025, due to borrowing on our revolving credit facility. The increase of $29.4 million in other income (expense), net was primarily driven by intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Income Tax Benefit

Fiscal Year Ended January 31,

($ in thousands)

2025

2026

Income tax benefit

$

(2,511)

(0.5)

%

$

(2,996)

(0.5)

%

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Income tax benefit was $3.0 million for fiscal 2026 compared to $2.5 million for fiscal 2025 and resulted in an effective tax rate of (44.7)% compared to 7.1% in the prior fiscal year.

See Note 9 “Income Taxes” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further details on the components of income tax and a reconciliation of the U.S. federal statutory rate to the effective tax rate.

We continue to maintain a valuation allowance against our deferred tax assets in several jurisdictions, including the U.S. and U.K. Management determines when a valuation allowance should be recorded, utilizing significant judgment and the use of estimates. Through acquisitions, the Company recorded a net U.S. deferred tax liability mostly related to identifiable intangible assets, reducing the valuation allowance in the United States by $2.0 million. Additionally, the Company reduced the valuation allowance in the U.K. by $2.8 million due to the ability to utilize acquired deferred tax attributes as part of corporate reorganizations related to foreign acquisitions during the Company’s fiscal 2026.

Comparison of the Fiscal Years Ended January 31, 2024 and 2025

For a discussion of our results of operations for the fiscal year ended January 31, 2025 compared to the fiscal year ended January 31, 2024, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on April 1, 2025.

Non-GAAP Financial Measure

In addition to providing financial measurements based on GAAP, we provide non-GAAP operating income as an additional financial metric that is not prepared in accordance with GAAP (“non-GAAP”). Our calculation of non-GAAP operating income is described below. Management uses this non-GAAP financial measure, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, and to evaluate our financial performance. 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.

Non-GAAP operating income. Non-GAAP operating income is defined as Income (loss) from operations as reported in our consolidated statements of operations excluding the following items:

Amortization of Purchased Intangibles. nCino incurs amortization expense for purchased intangible assets in connection with certain mergers and acquisitions. Because these costs have already been incurred, cannot be recovered, are non-cash, and are affected by the inherent subjective nature of purchase price allocations, nCino excludes these expenses for our internal management reporting processes. nCino’s management also finds it useful to exclude these charges when assessing the appropriate level of various operating expenses and resource allocations when budgeting, planning and forecasting future periods. Although nCino excludes amortization expense for purchased intangibles from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

Stock-Based Compensation Expenses. nCino excludes stock-based compensation expenses primarily because they are non-cash expenses that nCino excludes from our internal management reporting processes. nCino’s management also finds it useful to exclude these expenses when they assess the appropriate level of various operating expenses and resource allocations when budgeting, planning and forecasting future periods. Moreover, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use, nCino believes excluding stock-based compensation expenses allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies.

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Transaction-Related Expenses. nCino excludes expenses related to mergers and acquisitions or divestitures as they limit comparability of operating results with prior periods. Transaction-related expenses include, but are not limited to, costs incurred from third-party professional services firms, change in fair value of contingent consideration, and one-time integration activities. We believe these costs are non-recurring in nature and outside the ordinary course of business.

Litigation Expenses. nCino excludes fees and expenses related to certain litigation expenses incurred from legal matters outside the ordinary course of our business as we believe their exclusion from non-GAAP operating expenses will facilitate a more meaningful explanation of operating results and comparisons with prior period results.

Restructuring Costs. nCino excludes costs incurred related to bespoke restructuring plans and other one-time costs, if any, that are fundamentally different in strategic nature and frequency from ongoing initiatives. We believe excluding these costs facilitates a more consistent comparison of operating performance over time. See Note 16 “Restructuring” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information on the charges related to the restructuring.

This non-GAAP financial measure does not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP. There are limitations in the use of non-GAAP measures because they do not include all of the expenses that must be included under GAAP and because they involve the exercise of judgment concerning exclusions of items from the comparable non-GAAP financial measure. In addition, other companies may use other measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

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:

Fiscal Year Ended January 31,

($ in thousands)

2024

2025

2026

GAAP income (loss) from operations

$

(39,512)

$

(18,131)

$

3,727 

Adjustments

Amortization of intangible assets

37,226 

30,093 

36,459 

Stock-based compensation expense

58,035 

71,592 

73,884 

Transaction-related expenses

878 

12,245 

5,264 

Litigation expenses(1)

4,525 

366 

— 

Restructuring and related charges

627 

— 

10,077 

Total adjustments

101,291 

114,296 

125,684 

Non-GAAP operating income

$

61,779 

$

96,165 

$

129,411 

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

Liquidity and Capital Resources

As of January 31, 2026, we had $88.4 million in cash and cash equivalents, and an accumulated deficit of $375.8 million. Our net losses have been driven by our investments in developing the nCino Platform and scaling our sales and marketing organization and finance and administrative functions to support our rapid growth.

To date, we have funded our capital needs through operating cash flows, issuances of common stock including our initial public offering in July 2020, and our revolving line of credit. We generally bill and collect from our customers annually in advance. Our billings are subject to seasonality, with billings in the first and fourth quarters of our fiscal year substantially higher than in the second and third quarters. Because we recognize revenues ratably, our deferred revenue balance mirrors the seasonality of our billings.

As of January 31, 2026, we had $213.5 million outstanding, borrowing availability of $36.5 million, and no letters of credit issued under our 2024 Credit Facility, and we were in compliance with all covenants thereunder. During fiscal 2026, we had net borrowings of $47.5 million under the 2024 Credit Facility to fund the acquisition of Sandbox Banking and

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repurchase shares of our common stock. As of January 31, 2026, the applicable interest rate under the 2024 Credit Facility was 5.68%. See Note 12 “Revolving Credit Facility” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.

We believe that current cash and cash equivalents as well as borrowings available under the 2024 Credit Facility will be sufficient to fund our operations and capital requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts to enhance the nCino Platform and introduce new solutions, market acceptance of our solutions, the continued expansion of our sales and marketing activities, capital expenditure requirements, repurchases of our common stock, and any potential future acquisitions. We may from time to time seek to raise additional capital to support our growth. Any equity financing we may undertake could be dilutive to our existing stockholders, and any debt financing we may undertake could require debt service and financial and operational covenants that could adversely affect our business. There is no assurance we would be able to obtain future financing on acceptable terms or at all.

Subsequent to January 31, 2026, we entered into an Incremental Facility Amendment to the 2024 Credit Agreement for a senior secured incremental term loan of $200.0 million. The proceeds will be used to reduce a portion of the outstanding balance on our revolving credit facility and to finance an accelerated share repurchase program discussed below. See Note 18 “Subsequent Events” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.

Stock Repurchase Programs

In March 2025, our Board of Directors authorized the March 2025 Stock Repurchase Program of up to $100.0 million of our outstanding common stock. As of January 31, 2026, we had completed the March 2025 Stock Repurchase Program.

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. As of January 31, 2026, $75.0 million remains available for future repurchases under the Stock Repurchase Program.

During the fiscal year ended January 31, 2026, we repurchased an aggregate of 5.0 million shares of our outstanding common stock for $125.0 million under our repurchase programs, excluding transaction costs and excise tax associated with the repurchases.

The volume, price, timing, and manner of repurchases were determined at our discretion, subject to general market conditions, as well as our management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. See Note 8 “Stockholders’ Equity and Stock-Based Compensation” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.

Subsequent to January 31, 2026, we entered into an additional $100.0 million share repurchase program to be completed under an accelerated share repurchase program effective March 31, 2026. See Note 18 “Subsequent Events” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.

nCino K.K.

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. We have consolidated the results of operations and financial condition of nCino K.K. since its inception. Pursuant to an agreement with the holders of the non-controlling interest in nCino K.K., beginning in 2027, we may redeem the non-controlling interest, or be required to redeem such interest by the holders thereof, 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 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, 2025 and 2026, the redeemable non-controlling interest was $8.3 million and $12.7 million, respectively.

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Cash Flows

Summary Cash Flow information for fiscal 2024, 2025, and 2026 is set forth below.

Fiscal Year Ended January 31,

($ in thousands)

2024

2025

2026

Net cash provided by operating activities

$

57,285 

$

55,199 

$

90,065 

Net cash used in investing activities

(6,328)

(219,177)

(54,080)

Net cash provided by (used in) financing activities

(21,113)

170,478 

(73,032)

Net Cash Provided by Operating Activities

The $90.1 million of net cash provided by operating activities in fiscal 2026 reflects our net income of $9.7 million, $34.8 million of cash used in working capital accounts, and net adjustments on $115.1 million in non-cash charges. 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, provision for bad debt, change in fair value of contingent consideration, loss on disposal of long-lived assets, partially offset by foreign currency gains related to intercompany loans and transactions, deferred income taxes, and gains on investments. Cash used in working capital accounts was principally a function of a $25.1 million increase of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, $16.2 million increase in accounts receivable due to the timing of billings and collections from customers, $4.1 million decrease in operating lease liabilities, and $2.1 million decrease in accrued expenses and other current liabilities. Cash used in working capital accounts was partially offset by a $10.9 million increase in deferred revenue, as we continued to expand our customer base and renewed existing customers, $1.1 million increase in accounts payable, $0.6 million increase in other long-term liabilities, and $0.2 million decrease in prepaid expenses and other assets.

The $55.2 million of net cash provided by operating activities in fiscal 2025 reflects our net loss of $33.0 million and $38.5 million used in working capital accounts, offset by $126.7 million in non-cash charges. Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, foreign currency losses related to intercompany loans and transactions, deferred income taxes, and non-cash operating lease costs. Cash used in working capital accounts was principally a function of a $31.4 million increase in accounts receivable due to the timing of billings and collections from customers, an increase of $21.5 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $7.1 million increase in prepaid expenses and other assets, a decrease of $3.8 million in operating lease liabilities, and a $0.2 million decrease in accounts payable. The cash used in working capital accounts was partially offset by a $13.8 million increase in deferred revenue, as we expanded our customer base and renewed existing customers, a $10.2 million increase in accrued expenses and other current liabilities primarily due to acquisition costs and compensation, and a $1.4 million increase in other long-term liabilities.

Net Cash Used in Investing Activities

The $54.1 million of net cash used in investing activities in fiscal 2026 was comprised of $50.3 million used for the acquisition of Sandbox Banking, $7.5 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business primarily for one of our international offices, partially offset by proceeds from the sale of an investment of $3.7 million. The $219.2 million of net cash used in investing activities in fiscal 2025 was comprised of $216.9 million used for the acquisition of DocFox, ILT, and FullCircl, $1.8 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business, and $0.5 million for the acquisition of certain technology.

Net Cash Provided by (Used in) Financing Activities

The $73.0 million of net cash used in financing activities in fiscal 2026 was comprised principally of repurchases of our common stock of $125.1 million, payments of $65.0 million on our credit facility, and principal payments of $1.6 million on financing obligations. The cash used in financing activities was partially offset by $112.5 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 programs, $4.2 million of proceeds from stock issuances under the employee stock purchase plan, and $2.0 million of proceeds from the exercise of stock options. The $170.5 million of net cash provided by financing activities in fiscal 2025 was comprised principally of $241.0 million proceeds from borrowings on the credit facilities to fund the acquisitions of DocFox and FullCircl, $4.5 million of proceeds from stock issuances under the employee stock purchase plan, and $2.8 million

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of proceeds from the exercise of stock options. The cash provided by financing activities was partially offset by payments of $75.0 million on the credit facility, payments of debt issuance costs of $1.5 million, and principal payments of $1.3 million on financing obligations.

Contractual Obligations and Commitments

Our estimated future obligations principally consist of leases related to our facilities, purchase obligations related primarily to licenses and hosting services, financing obligations for leases for which we are considered the owners for accounting purposes, acquisition liabilities, and the 2024 Credit Facility. See Note 6 “Business Combinations,” Note 11 “Leases,” Note 12 “Revolving Credit Facility,” and Note 13 “Commitments and Contingencies” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for more information.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be significant.

We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. See Note 1 “Summary of Business and Significant Accounting Policies” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, for a description of our other significant accounting policies. The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Revenue Recognition

We derive our revenues from subscriptions and professional services. We recognize revenues when a contract exists between the Company and a customer and upon transfer of control of promised products or services to such customer in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of subscriptions and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscriptions, services and support, accounted for as a single performance obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.

We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenues when, or as, the Company satisfies a performance obligation.

Subscription Revenues

Subscription revenues primarily consist of fees for providing customers access to our solutions, with routine customer support and maintenance related to email and phone support, bug fixes and unspecified software updates and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer, which we believe best reflects the

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manner in which our customers utilize our subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time and, as a result, are accounted for as a service contract. Generally, our subscription contracts are three to five years in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. U.S. mortgage contracts are generally billed monthly. Subscription arrangements that are cancelable generally have penalty clauses.

Professional Services and Other Revenues

Professional services and other revenues primarily consist of fees for deployment, configuration, and optimization services, as well as training. The majority of our professional services contracts revenues are recognized over time based on a proportional performance methodology which utilizes input methods. Professional services contracts are billed on a time and materials or fixed fee basis.

Contracts with Multiple Performance Obligations

Most of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical sales, and contract prices. As our go-to-market strategies evolve, we may modify its pricing practices in the future, which could result in changes to SSP.

Given the variability of pricing, we use a range of SSP. We determine the SSP range using information that may include market conditions or other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of products and services by customer size.

Remaining performance obligations (“RPOs”) represent contracted revenues that have not yet been recognized, including deferred revenue and unbilled amounts that we expect will be recognized as revenues in future periods. Our reported RPO balance is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. Because we often enter into large, multi-year contracts and the timing of renewal of these contracts varies by customer, our reported RPOs may fluctuate significantly from period to period, and we do not believe this measure is a useful gauge of our future performance. For these reasons, we do not use RPOs as a tool for managing our business.

Business Combinations

We use our best estimates and assumptions to assign fair value to tangible and intangible assets acquired and liabilities assumed at the acquisition date. We determine the fair value of intangible assets acquired in consultation with third-party valuation advisors. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. The determination of fair value requires management to make significant estimates, particularly with respect to intangible assets. These estimates can include, but are not limited to:

•future expected cash flows from subscription contracts and acquired developed technologies;

•historical and expected customer attrition rates and anticipated growth in revenue from acquired customers;

•royalty rates applied to acquired developed technology platforms and other intangible assets;

•assumptions about the period of time and intended use of acquired intangible assets;

•discount rates; and

•uncertain tax positions and tax related valuation allowances.

While we use our best estimates and assumptions, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the fair value of assets acquired or

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liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets have different lives.

Contingent consideration arising from business combinations is recorded at fair value as a liability on the acquisition date and remeasured at each reporting date until the contingency is resolved. We estimate the fair value of any contingent consideration using Level 3 unobservable inputs. Our estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and can involve significant judgments by management. Changes in fair value are recognized in general and administrative expenses on the Company’s consolidated statements of operations.

Income Taxes

Accrued income taxes are reported as a component of either prepaid expenses and other current assets or accrued expenses and other current liabilities, as appropriate, in our consolidated balance sheets and reflect our estimate of income taxes to be paid or received.

Deferred income taxes represent the amount of future income taxes to be paid or refunded and are accounted for using the asset and liability method. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. We recognize deferred tax assets for temporary deductible differences and deferred tax liabilities for temporary taxable differences. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards.

A valuation allowance is provided against a deferred tax asset when we determine that it is more likely than not that all, or a portion of, the balance will not be realized. This requires management to utilize significant judgment and the use of estimates. Any realization of the Company’s deferred tax assets is based upon the evaluation of four sources of taxable income: the future reversals of taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years, and tax-planning strategies. At January 31, 2026, we determined that it is more likely than not that the majority of our deferred tax assets will not be realized and as such, recorded a valuation allowance of $151.7 million against our deferred tax assets of $225.8 million as of that date.

The Company is subject to income tax in the U.S., multiple state and local jurisdictions and various foreign countries. The tax laws and regulations in each jurisdiction may be interpreted differently in certain situations, which could result in differing financial results. The Company is required to exercise judgment regarding the application of these tax laws and regulations. Through this judgment process, the Company will evaluate and recognize any tax liabilities related to any income tax uncertainties. Due to the complexity of any uncertainty, the ultimate resolution may result in a remittance that is different from the current estimate of any tax liabilities.

Recent Accounting Pronouncements

See Note 1 “Summary of Business and Significant Accounting Policies” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, if applicable.