nCino Inc
For the period ended Jan 31, 2025. Filed Apr 1, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 1, 2025
NCNO$22.47-2.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
- Financial Statements
See Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
- Financial Statement Schedules
The Financial Statement Schedules have been omitted because they are not required, not applicable, or the required information is included in the Consolidated Financial Statements or Notes thereto.
- Exhibits
The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibit · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 2.1+ | Agreement and Plan of Merger, dated as of November 16, 2021, by and among nCino, Inc., Penny HoldCo, Inc., Dollar Merger Sub, Inc., Penny Merger Sub, LLC, SimpleNexus, LLC, Insight Venture Partners, LLC, and the other parties thereto | 8-K | 001-39380 | 2.1 | November 17, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K12B | 001-41211 | 3.1 | January 10, 2022 |
| 3.2 | Amended and Restated Bylaws | 8-K | 001-41211 | 3.1 | November 29, 2022 |
| 3.3 | Second Amended and Restated Certificate of Incorporation | 8-K | 001-41211 | 3.1 | June 24, 2024 |
| 4.1 | Form of Common Stock Certificate | 10-K | 001-41211 | 4.1 | March 31, 2022 |
| 4.2 | First Amended and Restated Investors’ Rights Agreement, dated February 12, 2015, as amended, among nCino, Inc. and certain holders of its capital stock. | S-1 | 333-239335 | 4.2 | June 22, 2020 |
| 4.3 | First Amendment to First Amended and Restated Investors’ Rights Agreement, dated May 25, 2016, among nCino, Inc. and certain holders of its capital stock. | S-1/A | 333-239335 | 4.3 | July 6, 2020 |
| 4.4 | Second Amendment to First Amended and Restated Investors’ Rights Agreement, dated November 23, 2016, among nCino, Inc. and certain holders of its capital stock. | S-1/A | 333-239335 | 4.4 | July 6, 2020 |
| 4.5 | Third Amendment to First Amended and Restated Investors’ Rights Agreement, dated July 31, 2017, among nCino, Inc. and certain holders of its capital stock. | S-1/A | 333-239335 | 4.5 | July 6, 2020 |
| 4.6 | Fourth Amendment to First Amended and Restated Investors’ Rights Agreement, dated January 16, 2018, among nCino, Inc. and certain holders of its capital stock. | S-1/A | 333-239335 | 4.6 | July 6, 2020 |
| 4.7 | Fifth Amendment to First Amended and Restated Investors’ Rights Agreement, dated July 12, 2018, among nCino, Inc. and certain holders of its capital stock. | S-1/A | 333-239335 | 4.7 | July 6, 2020 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibit · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 4.8 | Sixth Amendment to First Amended and Restated Investors’ Rights Agreement, dated September 16, 2019, among nCino, Inc. and certain holders of its capital stock. | S-1/A | 333-239335 | 4.8 | July 6, 2020 |
| 4.9 | Seventh Amendment to First Amended and Restated Investors’ Rights Agreement, dated September 30, 2019, among nCino, Inc. and certain holders of its capital stock. | S-1/A | 333-239335 | 4.9 | July 6, 2020 |
| 4.10 | Assignment and Assumption Agreement, dated January 7, 2022, by and among nCino, Inc. and nCino OpCo, Inc., with respect to the First Amended and Restated Investors’ Rights Agreement, dated as of February 12, 2015, by and among nCino, Inc. and certain Investors | 8-K12B | 001-41211 | 4.1 | January 10, 2022 |
| 4.11 | Description of Capital Stock | 10-K | 001-41211 | 4.11 | March 28, 2023 |
| 10.1† | nCino, Inc. 2014 Omnibus Stock Ownership and Long Term Incentive Plan and related form agreements. | S-1 | 333-239335 | 10.1 | June 22, 2020 |
| 10.2† | nCino, Inc. 2019 Amended and Restated Equity Incentive Plan and related form agreements. | S-1/A | 333-239335 | 10.2 | July 6, 2020 |
| 10.3† | nCino, Inc. Employee Stock Purchase Plan. | S-1/A | 333-239335 | 10.3 | July 6, 2020 |
| 10.4† | Amended and Restated Employment Agreement with Pierre Naudé. | S-1/A | 333-239335 | 10.4 | July 6, 2020 |
| 10.5† | Amended and Restated Employment Agreement with Joshua Glover. | S-1/A | 333-239335 | 10.6 | July 6, 2020 |
| 10.6† | Amended and Restated Employment Agreement with Gregory D. Orenstein | 10-K | 001-41211 | 10.7 | March 28, 2023 |
| 10.7† | Employment Agreement with April Rieger | 10-K | 001-41211 | 10.8 | March 28, 2023 |
| 10.8† | Employment Agreement with Matthew Hansen | 10-K | 001-41211 | 10.9 | March 28, 2023 |
| 10.9† | Form of Indemnification Agreement entered into by and between nCino, Inc. and its directors and executive officers. | S-1/A | 333-239335 | 10.8 | July 6, 2020 |
| 10.10† | Form of Assignment and Assumption Agreement entered into by and among nCino OpCo, Inc., nCino, Inc., and its directors and executive officers relating to each applicable Indemnification Agreement | 10-K | 001-41211 | 10.9 | March 31, 2022 |
| 10.11† | Form of Assignment and Assumption Agreement entered into by and among nCino OpCo, Inc., nCino, Inc., and its executive officers relating to each applicable Executive Employment Agreement | 10-K | 001-41211 | 10.10 | March 31, 2022 |
| 10.12++ | Partner Application Distribution Agreement by and between Salesforce and the Company, dated June 19, 2020, as amended. | S-1 | 333-239335 | 10.7 | June 22, 2020 |
| 10.13 | Office Lease by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated November 29, 2020. | 8-K | 001-39380 | 10.1 | December 2, 2020 |
| 10.14 | Amendment to Office Lease by and between Wilmington Investors LLC and nCino, Inc., dated November 25, 2020 | 8-K | 001-39380 | 10.2 | December 2, 2020 |
| 10.15 | Agreement Regarding Exercise and Assignment of Purchase Option among nCino, Inc. and Cloud Real Estate Holdings, LLC, dated November 29, 2020 | 8-K | 001-39380 | 10.3 | December 2, 2020 |
| 10.16 | First Amendment to Office Lease by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated January 27, 2021 | 10-K | 001-39380 | 10.12 | March 31, 2021 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibit | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 10.17 | Lease by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated April 5, 2021 | 8-K | 001-39380 | 10.1 | April 7, 2021 | |
| 10.18 | Second Amendment to Office Lease by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated April 5, 2021 | 10-Q | 001-39380 | 10.1 | June 2, 2021 | |
| 10.19+ | Restrictive Covenant Agreement, dated as of November 16, 2021, by and among nCino, Inc. and the Insight Parties thereto | 8-K | 001-39380 | 10.1 | November 17, 2021 | |
| 10.20++ | Parking Deck Rent Adjustment Notice | 10-Q | 001-39380 | 10.2 | December 1, 2021 | |
| 10.21 | Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated February 11, 2022 | 8-K | 001-41211 | 10.1 | February 14, 2022 | |
| 10.22 | New Building Completion Notice | 10-Q | 001-41211 | 10.1 | November 30, 2022 | |
| 10.23 | First Amendment to Office Lease (New Building) by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated March 20, 2023 | 10-K | 001-41211 | 10.25 | March 28, 2023 | |
| 10.24 | Third Amendment to Office Lease (Existing Building) by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated March 20, 2023 | 10-K | 001-41211 | 10.26 | March 28, 2023 | |
| 10.25++ | Amendment to Partner Application Distribution Agreement by and between Salesforce and the Company, dated December 20, 2023 | 10-K | 001-41211 | 10.25 | March 26, 2024 | |
| 10.26 | First Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated February 9, 2024 | 8-K | 001-41211 | 10.1 | February 13, 2024 | |
| 10.27 | Second Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated March 17, 2024 | 8-K | 001-41211 | 10.1 | March 18, 2024 | |
| 10.28† | Independent Contractor Agreement with Joshua Glover | 10-Q | 001-41211 | 10.3 | May 29, 2024 | |
| 10.29† | Amended and Restated Employment Agreement with Sean Desmond | 10-Q | 001-41211 | 10.4 | May 29, 2024 | |
| 10.30 | Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated October 28, 2024 | 8-K | 001-41211 | 10.1 | October 30, 2024 | |
| 10.31† | Amended and Restated Employment Agreement, Naudé | 8-K | 001-41211 | 10.1 | December 19, 2024 | |
| 10.32† | Amended and Restated Employment Agreement, Orenstein | 8-K | 001-41211 | 10.2 | December 19, 2024 | |
| 10.33† | Amended and Restated Employment Agreement, Desmond | 8-K | 001-41211 | 10.3 | December 19, 2024 | |
| 10.34† | Amended and Restated Employment Agreement, by and between nCino OpCo, Inc. and Sean Desmond, entered into and effective February 1, 2025 | 8-K | 001-41211 | 10.1 | February 3, 2025 | |
| 10.35† | Letter Agreement, by and between nCino, Inc. and Pierre Naudé entered into February 1, 2025 | 8-K | 001-41211 | 10.2 | February 3, 2025 | |
| 10.36 | Cooperation Agreement, dated February 9, 2025, by and between nCino, Inc. and HMI Capital Management, L.P. | 8-K | 001-41211 | 10.1 | February 10, 2025 | |
| 19.1 | nCino, Inc. Insider Trading Policy | X | ||||
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibit | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 21.1 · List of subsidiaries of nCino, Inc. · X | ||||||
| 23.1 · Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm · X | ||||||
| 31.1 · Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 31.2 · Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 32.1* · Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 32.2* · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 97.1 | nCino, Inc. Policy on Recoupment of Incentive Compensation | 10-K | 001-41211 | 97.1 | March 26, 2024 | |
| 101.INS | Inline XBRL Instance Document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Extension Definition | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||
| + | Certain schedules and exhibits to this agreement have been omitted pursuant to Items 601(a)(5) of Regulation S-K, and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request. | |||||
| † | Management contract, compensatory plan or arrangement. | |||||
| ++ | Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. | |||||
| * | The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates by reference. | |||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.