nCino, Inc.

Previous wording

The following discussion of our financial condition and results of operations should be read together 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, 2025 filed with the SEC on April 1, 2025. 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 2026" refer to the fiscal year ended January 31, 2026.

Current wording

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, 2025 filed with the SEC on April 1, 2025. 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 2026" refer to the fiscal year ended January 31, 2026.

Previous wording

We generally offer the nCino Platform on a subscription basis pursuant to non-cancellable multi-year contracts that are typically three to five years in duration. nCino has evolved from being a single product workflow solution to offering a platform of best-in-class, intelligent solutions. Our new 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. Starting in fiscal 2025, by moving away from a seat-based pricing model to pricing directly correlated to the FI's assets, transaction or processing volumes, we began to more directly align our revenues to the usefulness the nCino Platform provides as nCino creates efficiencies for our customers.

Current wording

We generally offer the nCino Platform on a subscription basis pursuant to non-cancellable 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 new 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. Starting in fiscal 2025, by moving away from a seat-based pricing model to pricing directly correlated to the FI’s assets, transaction or processing volumes, we began to more directly align our revenues to the usefulness the nCino Platform provides as nCino creates efficiencies for our customers.

Previous wording

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 July 31, 2025, we had 177 sales and sales support personnel in the U.S. and 126 sales and support personnel in offices outside the U.S.

Current wording

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 October 31, 2025, we had 182 sales and sales support personnel in the U.S. and 133 sales and support personnel in offices outside the U.S.

Previous wording

In March 2025, our Board of Directors authorized a stock repurchase program of up to $100.0 million of our outstanding common stock. During the three and six months ended July 31, 2025, we repurchased 0.7 million and 2.6 million shares of our outstanding common stock for $20.0 million and $60.5 million, respectively, excluding transaction costs and excise tax associated with the repurchases, if any. As of July 31, 2025, $39.5 million remained available for future repurchases under the share repurchase program. See Note 8 "Stockholders' Equity" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

Current wording

In March 2025, our Board of Directors authorized a stock repurchase program of up to $100.0 million of our outstanding common stock (the “Stock Repurchase Program”). During the three and nine months ended October 31, 2025, we repurchased 1.4 million and 4.0 million shares of our outstanding common stock for $39.5 million and $100.0 million, respectively, excluding transaction costs and excise tax associated with the repurchases. As of October 31, 2025, no amounts remain available for future repurchases under the Stock Repurchase Program. See Note 8 “Stockholders’ Equity” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

Previous wording

We funded the purchase of Sandbox Banking and our share repurchases primarily through borrowings under our credit facility.

Current wording

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

Previous wording

On May 27, 2025, we announced the “Restructuring Plan” in furtherance of our efforts to improve operational efficiencies. We incurred charges in the second quarter of our fiscal 2026 of $10.1 million in connection with the Restructuring Plan. See Note 15 "Restructuring" of the notes to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Current wording

On May 27, 2025, we announced the Restructuring Plan in furtherance of our efforts to improve operational efficiencies. We incurred charges of $10.1 million for the nine months ended October 31, 2025 in connection with the Restructuring Plan. See Note 15 “Restructuring” 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.

Previous wording

For the three months ended July 31, 2024 and 2025, our total revenues were $132.4 million and $148.8 million, respectively, representing a 12.4% increase. For the three months ended July 31, 2024 and 2025, our subscription revenues were $113.9 million and $130.8 million, respectively, representing a 14.8% increase. We recorded net loss attributable to nCino, Inc. of $15.3 million for the three months ended July 31, 2025, compared to a net loss attributable to nCino, Inc. of $11.0 million for the three months ended July 31, 2024. For the six months ended July 31, 2024 and 2025, our total revenues were $260.5 million and $293.0 million, respectively, representing a 12.5% increase. For the six months ended July 31, 2024 and 2025, our subscription revenues were $224.3 million and $256.3 million, respectively, representing a 14.3% increase. We recorded net loss attributable to nCino, Inc. of $9.7 million for the six months ended July 31, 2025, compared to a net loss attributable to nCino, Inc. of $14.0 million for the six months ended July 31, 2024. Our total subscription revenues include an aggregate of $5.5 million from FullCircl and Sandbox Banking for the three months ended July 31, and $10.9 million for the six months ended July 31, 2025. We have included the financial results of Sandbox Banking in the unaudited condensed 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, April 1, 2024, and November 5, 2024, respectively.

Current wording

For the three months ended October 31, 2024 and 2025, our total revenues were $138.8 million and $152.2 million, respectively, representing a 9.6% increase. For the three months ended October 31, 2024 and 2025, our subscription revenues were $119.9 million and $133.4 million, respectively, representing an 11.3% increase. We recorded net income attributable to nCino, Inc. of $6.5 million for the three months ended October 31, 2025, compared to a net loss attributable to nCino, Inc. of $5.3 million for the three months ended October 31, 2024. For the nine months ended October 31, 2024 and 2025, our total revenues were $399.3 million and $445.1 million, respectively, representing an 11.5% increase. For the nine months ended October 31, 2024 and 2025, our subscription revenues were $344.2 million and $389.8 million, respectively, representing a 13.2% increase. We recorded net loss attributable to nCino, Inc. of $3.2 million for the nine months ended October 31, 2025, compared to net loss attributable to nCino, Inc. of $19.3 million for the nine months ended October 31, 2024. Our total subscription revenues include an aggregate of $5.2 million from FullCircl and Sandbox Banking for the three months ended October 31, 2025 and $16.1 million for the nine months ended October 31, 2025. We have included the financial results of Sandbox Banking in the unaudited condensed 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, April 1, 2024, and November 5, 2024, respectively.

Previous wording

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 new asset-based pricing model that formally started in fiscal 2025 will also be a key driver. In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 22.5% of total revenues for the three months ended July 31, 2025 and 22.2% for the six months ended July 31, 2025. For new customers, our sales cycles are typically lengthy, generally ranging from 6 to 9 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 achieve profitability will be adversely affected, which may in turn reduce the value of our common stock.

Current wording

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 new asset-based pricing model that formally started in fiscal 2025 will also be a key driver. 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 the three months ended October 31, 2025 and 22.2% for the nine months ended October 31, 2025. 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 achieve profitability will be adversely affected, which may in turn reduce the value of our common stock.

Previous wording

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 years. Sales and marketing expenses also include outside consulting fees, marketing programs, including lead generation, costs of our annual user conference, advertising, trade shows, other event expenses, amortization of intangible assets, and allocated overhead. We expect sales and marketing expenses to increase as a percentage of revenues as we expand more into credit unions in the U.S. and on the European continent.

Current wording

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 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 increase as a percentage of revenues as we expand more into credit unions in the U.S. and on the European continent.

Previous wording

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q. The following tables present our selected unaudited condensed consolidated statements of operations data for three and six months ended July 31, 2024 and 2025 in both dollars and as a percentage of total revenues, except as noted.

Current wording

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q. The following tables present our selected unaudited condensed consolidated statements of operations data for three and nine months ended October 31, 2024 and 2025 in both dollars and as a percentage of total revenues, except as noted.

Previous wording

1 Includes the operating results of DocFox, ILT, FullCircl and Sandbox Banking from the DocFox Acquisition Date, the ILT Acquisition Date, FullCircl Acquisition Date and the Sandbox Acquisition Date, respectively, see Note 6 "Business Combinations" of the notes to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Current wording

(1) Includes the operating results of DocFox, ILT, FullCircl and Sandbox Banking from the DocFox Acquisition Date, the ILT Acquisition Date, FullCircl Acquisition Date and the Sandbox Acquisition Date, respectively, see Note 6 “Business Combinations” 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.

Previous wording

Comparison of the Three and Six Months Ended July 31, 2024 and 2025

Current wording

Comparison of the Three and Nine Months Ended October 31, 2024 and 2025

Previous wording

Subscription revenues increased $16.8 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business. Of the increase, 51.7% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 48.3% was attributable to initial revenues from customers who did not contribute to subscription revenues during the three months ended July 31, 2024. Subscription revenues were 87.9% of total revenues for the three months ended July 31, 2025 compared to 86.0% of total revenues for the three months ended July 31, 2024, primarily due to growth in our installed base.

Current wording

Subscription revenues increased $13.5 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business. Of the increase, 48.0% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 52.0% was attributable to initial revenues from customers who did not contribute to subscription revenues during the three months ended October 31, 2024. Subscription revenues were 87.7% of total revenues for the three months ended October 31, 2025 compared to 86.4% of total revenues for the three months ended October 31, 2024, primarily due to growth in our installed base.

Previous wording

Subscription revenues increased $32.0 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business. Of the increase, 51.1% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 48.9% was attributable to initial revenues from customers who did not contribute to subscription revenues during the six months ended July 31, 2024. Subscription revenues were 87.5% of total revenues for the six months ended July 31, 2025 compared to 86.1% of total revenues for the six months ended July 31, 2024, primarily due to growth in our installed base.

Current wording

Subscription revenues increased $45.5 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business. Of the increase, 57.7% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 42.3% was attributable to initial revenues from customers who did not contribute to subscription revenues during the nine months ended October 31, 2024. Subscription revenues were 87.6% of total revenues for the nine months ended October 31, 2025 compared to 86.2% of total revenues for the nine months ended October 31, 2024, primarily due to growth in our installed base.

Previous wording

Professional services and other revenues decreased $(0.4) million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to the mix of solutions being implemented and certain markets yielding lower effective bill rates.

Current wording

Professional services and other revenues decreased $0.2 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to the mix of solutions being implemented and certain markets yielding lower effective bill rates.

Previous wording

Professional services and other revenues increased $0.4 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to the mix of solutions being implemented.

Current wording

Professional services and other revenues increased $0.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to the mix of solutions being implemented.

Previous wording

70.7% for the three months ended July 31, 2024. The dollar increase was primarily attributable to a $2.4 million increase in other data costs and a $0.4 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers. The increase in cost of subscription revenues also included a $1.1 million increase in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan and compensation increases. The increase in cost of subscription revenues also included a $0.7 million increase in amortization expense related to acquired intangible assets. We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Platform grows.

Current wording

Cost of subscription revenues increased $3.7 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, generating a gross margin for subscription revenues of 71.9% and 71.8% for the three months ended October 31, 2025 and 2024, respectively. The dollar increase was primarily attributable to a $2.5 million increase in other data costs and a $0.5 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers. The increase also included a $0.7 million increase in amortization expense related to acquired intangible assets. We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Platform grows.

Previous wording

Cost of subscription revenues increased $9.0 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, generating a gross margin for subscription revenues of 71.1% compared to a gross margin of 71.0% for the six months ended July 31, 2024. The dollar increase was primarily attributable to a $5.5 million increase in other data costs and a $0.4 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers. The increase in cost of subscription revenues also included an increase of $1.7 million in amortization expense related to acquired intangible assets, as well as a $1.3 million increase in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan and compensation increases. We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Platform grows.

Current wording

Cost of subscription revenues increased $12.6 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, generating a gross margin for subscription revenues of 71.4% compared to a gross margin of 71.3% for the nine months ended October 31, 2024. The dollar increase was primarily attributable to a $8.0 million increase in other data costs and a $0.9 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers. The increase also included a $2.4 million increase in amortization expense related to acquired intangible assets, as well as a $1.1 million increase in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan and compensation increases. We expect the cost of subscription revenues will continue to increase in absolute dollars as the number of users of the nCino Platform grows.

Previous wording

Cost of professional services and other revenues increased $2.1 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, generating a gross margin for professional services and other revenues of (25.7)% compared to a gross margin of (11.2)% for the three months ended July 31, 2024. For the three months ended July 31, 2025, personnel costs increased $1.8 million for professional services compared to the three months ended July 31, 2024, primarily attributable to increased headcount from acquisitions and restructuring costs incurred in connection with the Restructuring Plan. The increase in cost of professional services and other revenues also included a $0.5 million increase in allocated overhead primarily attributable to internal investments in AI technology. The decrease in our professional services and other gross margin for the three months ended July 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Current wording

Cost of professional services and other revenues increased $1.1 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, generating a gross margin for professional services and other revenues of (12.3)% compared to a gross margin of (5.7)% for the three months ended October 31, 2024. For the three months ended October 31, 2025, personnel costs, including stock-based compensation expense, increased $1.0 million compared to the three months ended October 31, 2024, primarily attributable to compensation increases. The increase also included a $0.3 million increase in allocated overhead primarily attributable to internal investments in AI technology. The decrease in our professional services and other gross margin for the three months ended October 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Previous wording

Cost of professional services and other revenues increased $4.3 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, generating a gross margin for professional services and other revenues of (20.9)% compared to a gross margin of (10.5)% for the six months ended July 31, 2024. For the six months ended July 31, 2025, personnel costs, including stock-based compensation expense, increased $3.4 million for professional services compared to the six months ended July 31, 2024, mainly from an increase in headcount primarily due to acquisitions and restructuring costs incurred in connection with the Restructuring Plan. The increase in cost of professional services and other revenues also included a $0.7 million increase in allocated overhead primarily attributable to internal investments in AI technology, as well as a $0.4 million increase for third-party services costs. The decrease in our professional services and other gross margin for the six months ended July 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Current wording

Cost of professional services and other revenues increased $5.4 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, generating a gross margin for professional services and other revenues of (18.0)% compared to a gross margin of (8.8)% for the nine months ended October 31, 2024. For the nine months ended October 31, 2025, personnel costs, including stock-based compensation expense, increased $4.4 million compared to the nine months ended October 31, 2024, mainly from an increase in headcount primarily due to acquisitions and restructuring costs incurred in connection with the Restructuring Plan. The increase also included a $1.0 million increase in allocated overhead primarily attributable to internal investments in AI technology. The decrease in our professional services and other gross margin for the nine months ended October 31, 2025 was primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.

Previous wording

Sales and marketing expenses increased $5.6 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to an increase of $2.8 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, and restructuring costs incurred with the Restructuring Plan, partially offset by a decrease of $0.4 million in stock-based compensation expense. The increase in sales and marketing expenses also included an increase of $1.5 million in marketing costs, and a $1.5 million increase in allocated overhead, mostly attributable to a $1.2 million increase in amortization expenses for acquired intangible assets. The increase in sales and marketing expenses was also partially offset by a $0.3 million decrease in third-party professional fees.

Current wording

Sales and marketing expenses increased $3.4 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to an increase of $1.5 million in allocated overhead, inclusive of a $1.2 million increase in amortization expenses for acquired intangible assets. The increase in sales and marketing expenses also included an increase of $1.3 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, inclusive of a $0.4 million decrease in stock-based compensation expense. There was also a favorable prior year payroll tax adjustment in the amount of $0.5 million from certain of our foreign subsidiaries that did not recur in the current year in personnel costs. The increase in sales and marketing expenses also included $0.5 million in additional marketing costs.

Previous wording

Sales and marketing expenses increased $10.5 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to an increase of $5.0 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, and restructuring costs incurred in connection with the Restructuring Plan, as well as compensation increases, partially offset by a $1.5 million decrease in stock-based compensation expense. The increase in sales and marketing expenses also included an increase of $3.2 million in allocated overhead, mostly attributable to a $2.7 million increase in amortization expenses for acquired intangible assets, and a $2.5 million increase in in marketing costs. The increase in sales and marketing expenses was partially offset by a decrease of $0.4 million in third-party professional services.

Current wording

Sales and marketing expenses increased $13.9 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $6.3 million in personnel costs driven by an increase in headcount, mainly attributable to acquisitions, and restructuring costs incurred in connection with the Restructuring Plan, as well as compensation increases, inclusive of a $1.9 million decrease in stock-based compensation expense. There was also a favorable prior year payroll tax adjustment in the amount of $0.5 million from certain of our foreign subsidiaries that did not recur in the current year in personnel costs. The increase in sales and marketing expenses also included an increase of $4.7 million in allocated overhead, inclusive of a $3.9 million increase in amortization expenses for acquired intangible assets, a $3.0 million increase in marketing costs, and a $0.4 million increase in travel costs. The increase in sales and marketing expenses was partially offset by a decrease of $0.5 million in third-party professional services.

Previous wording

Sales and marketing headcount increased by 15 from July 31, 2024 to July 31, 2025, primarily attributable to acquisitions and net of restructuring. We expect sales and marketing expenses will increase as a percentage of total revenues as we expand into credit unions in the U.S. and on the European continent.

Current wording

Sales and marketing headcount increased by 18 from October 31, 2024 to October 31, 2025, primarily attributable to acquisitions and net of restructuring. We expect sales and marketing expenses will increase as a percentage of total revenues as we expand into credit unions in the U.S. and on the European continent.

Previous wording

Research and development expenses increased $3.8 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to an increase of $3.3 million in personnel costs, mostly attributable to restructuring costs incurred in connection with the Restructuring Plan, partially offset by a $1.7 million decrease in stock-based compensation expense. The increase in research and development also included an increase of $1.0 million in allocated overhead primarily attributable to internal investments in AI technology. The increase in research and development was partially offset by a decrease of $0.6 million in third-party professional fees.

Current wording

Research and development expenses decreased $3.5 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to a decrease of $2.7 million in personnel costs due to the headcount decrease in connection with the Restructuring Plan. The decrease in research and development also included a decrease of $1.0 million in third-party professional fees. The decrease in research and development was partially offset by an increase of $0.4 million in allocated overhead for internal investments in AI technology.

Previous wording

Research and development expenses increased $0.4 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to an increase of $0.8 million in allocated overhead for internal investments in AI technology. The increase in research and development also included an increase of $0.6 million in personnel costs due to restructuring costs incurred in connection with the Restructuring Plan, partially offset by a $1.6 million decrease in stock-based compensation expense. The increase in research and development was partially offset by a decrease of $0.8 million in third-party professional fees.

Current wording

Research and development expenses increased $0.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $1.4 million in allocated overhead primarily attributable to internal investments in AI technology. The increase also included a net increase of $0.6 million in personnel costs, comprised of $3.7 million in restructuring costs incurred in connection with the Restructuring Plan, offset by a $1.8 million decrease in stock-based compensation expense and $1.3 million due to headcount decrease in connection with the Restructuring Plan. The increase in research and development was partially offset by a decrease of $1.6 million in third-party professional fees.

Previous wording

Research and development headcount decreased by 33 from July 31, 2024 to July 31, 2025, primarily attributable to the Restructuring Plan. We expect research and development expenses will decrease as a percentage of total revenues as we leverage our existing technology investments.

Current wording

Research and development headcount decreased by 46 from October 31, 2024 to October 31, 2025, primarily attributable to the Restructuring Plan. We expect research and development expenses will decrease as a percentage of total revenues as we leverage our existing technology investments.

Previous wording

General and administrative expenses increased $4.2 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to an increase of $3.8 million in personnel costs, driven by $1.1 million in restructuring costs for severance incurred in connection with the Restructuring Plan and a $2.1 million increase in stock-based compensation expense. The increase in general and administrative expenses also included an increase of $2.3 million in restructuring costs for exit costs and asset write-offs associated with the Restructuring Plan, a $0.5 million increase in allocated overhead, and a $0.3 million increase in the fair value of contingent consideration. The increase in general and administrative spend was partially offset by a decrease of $2.9 million in third-party professional fees, mostly attributable to a decrease in acquisition related expenses and professional fees.

Current wording

General and administrative expenses increased $0.4 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to an increase of $3.4 million in personnel costs, inclusive of $1.1 million in restructuring costs for severance incurred in connection with the Restructuring Plan and a $2.5 million increase in stock-based compensation expense. The increase in general and administrative expenses also included an increase of $2.3 million in restructuring costs for exit costs and asset write-offs associated with the Restructuring Plan, a $0.5 million increase in allocated overhead, and a $0.4 million increase in the fair value of contingent consideration. The increase in general and administrative spend was partially offset by a decrease of $6.2 million in third-party professional fees, mostly attributable to a decrease in acquisition related expenses and professional fees.

Previous wording

General and administrative headcount decreased by 6 from July 31, 2024 to July 31, 2025, primarily attributable to the Restructuring Plan. We expect general and administrative expenses will decrease as a percentage of total revenues as we leverage operational efficiencies from our existing infrastructure.

Current wording

General and administrative headcount decreased by 15 from October 31, 2024 to October 31, 2025, primarily attributable to the Restructuring Plan. We expect general and administrative expenses will decrease as a percentage of total revenues as we leverage operational efficiencies from our existing infrastructure.

Previous wording

Interest income increased $0.2 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to balance and rate fluctuations of our accounts earning interest. Interest expense increased $2.6 million for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily attributable to borrowings on our revolving credit facility. The increase of $0.6 million in other income, net for the three months ended July 31, 2025 compared to the three months ended July 31, 2024, was primarily attributable to remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Current wording

Interest income decreased $0.1 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to balance and rate fluctuations of our accounts earning interest. Interest expense increased $2.7 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to borrowings on our revolving credit facility. The decrease of $0.2 million in other income (expense), net for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, was primarily attributable to remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Previous wording

Interest income was flat for the six months ended July 31, 2025 compared to the six months ended July 31, 2024. Interest expense increased $5.6 million for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, primarily attributable to borrowings on our revolving credit facility. The increase of $17.4 million in other income (expense), net for the six months ended July 31, 2025 compared to the six months ended July 31, 2024, was primarily attributable to intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Current wording

Interest income decreased $0.1 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to balance and rate fluctuations of our accounts earning interest. Interest expense increased $8.3 million for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, primarily attributable to borrowings on our revolving credit facility. The increase of $17.2 million in other income (expense), net for the nine months ended October 31, 2025 compared to the nine months ended October 31, 2024, was primarily attributable to intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity.

Previous wording

Income tax provision was $1.8 million for the three months ended July 31, 2024, compared to a provision of $1.2 million for the three months ended July 31, 2025, and resulted in an effective tax rate of (18.9)% and (9.7)%, respectively. Income tax benefit was $1.2 million for the six months ended July 31, 2024 compared to an income tax provision of $5.7 million for the six months ended July 31, 2025, and resulted in an effective tax rate of 8.4% and (293.1)%, respectively. The change in the effective tax rate for the six months ended July 31, 2024 compared to the effective tax rate for the six months ended July 31, 2025 was primarily attributable to changes in our valuation allowance and profitable foreign jurisdictions.

Current wording

Income tax provision was $2.6 million for the three months ended October 31, 2024, compared to a benefit of $0.7 million for the three months ended October 31, 2025, and resulted in an effective tax rate of (165.6)% and (8.7)%, respectively. Income tax provision was $1.4 million for the nine months ended October 31, 2024 compared to a provision of $5.0 million for the nine months ended October 31, 2025, and resulted in an effective tax rate of (8.4)% and 84.7%, respectively. The change in the effective tax rate for the nine months ended October 31, 2024 compared to the effective tax rate for the nine months ended October 31, 2025 was primarily due to changes in our valuation allowance and profitable foreign jurisdictions.

Previous wording

We continue to maintain a valuation allowance against our deferred tax assets in several jurisdictions, including the U.S. It is determined by management 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. The deferred tax liability recognized provides additional positive evidence that a portion of the Company's U.S. deferred tax are realizable. As a result, the Company reduced the historical valuation allowance in the U.S. by $2.0 million during the first quarter of the Company's fiscal 2026. The Company increased the valuation allowance in the United Kingdom by $2.5 million due to limitations on the ability to utilize acquired deferred tax attributes as part of corporate reorganizations related to foreign acquisitions during the second quarter of the Company's fiscal 2026.

Current wording

We continue to maintain a valuation allowance against our deferred tax assets in several jurisdictions, including the U.S. It is determined by management 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. The deferred tax liability recognized provides additional positive evidence that a portion of the Company’s U.S. deferred tax assets are realizable. As a result, the Company reduced the historical valuation allowance in the U.S. by $2.0 million during the first quarter of the Company’s fiscal 2026. The Company increased the valuation allowance in the United Kingdom by $2.5 million due to limitations on the ability to utilize acquired deferred tax attributes as part of corporate reorganizations related to foreign acquisitions during the second quarter of the Company’s fiscal 2026.

Previous wording

On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act was signed into law. This legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in the Company’s fiscal 2026, including the restoration of immediate expensing of domestic research and development expenditures, more favorable rules for determining limitations on deductions for interest expense, and reinstatement of accelerated fixed asset depreciation. These changes were reflected in the income tax provision for the period ending July 31, 2025 and did not result in material changes to the Company’s tax position. In addition, this could increase our operating cash flows in future periods through a reduction in cash remittances of U.S. federal and state income tax.

Current wording

On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act was signed into law. This legislation includes several changes to federal tax law that generally allows for more favorable deductibility of certain business expenses beginning in the Company’s fiscal 2026, including the restoration of immediate expensing of domestic research and development expenditures, more favorable rules for determining limitations on deductions for interest expense, and reinstatement of accelerated fixed asset depreciation. These changes were reflected in the income tax provision during the second quarter of the Company's fiscal 2026 and did not result in material changes to the Company’s tax position. In addition, this could increase our operating cash flows in future periods through a reduction in cash remittances of U.S. federal and state income tax.

Previous wording

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

Current wording

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

Previous wording

The following table reconciles non-GAAP operating income to loss from operations, the most directly comparable financial measure, calculated and presented in accordance with GAAP (in thousands):

Current wording

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:

Previous wording

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

Current wording

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

Previous wording

As of July 31, 2025, we had $122.9 million in cash and cash equivalents and an accumulated deficit of $393.0 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.

Current wording

As of October 31, 2025, we had $87.6 million in cash and cash equivalents and an accumulated deficit of $384.4 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.

Previous wording

As of July 31, 2025, the Company had $203.5 million outstanding and no letters of credit issued under the credit facility, was in compliance with all covenants, and had borrowing availability of $46.5 million. During the six months ended July 31, 2025, the Company had net borrowings of $37.5 million to fund the Sandbox Banking acquisition and repurchase shares of the Company's common stock. As of July 31, 2025, the applicable interest rate was 6.33%. See Note 10 "Revolving Credit Facility" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

Current wording

As of October 31, 2025, the Company had $203.5 million outstanding and no letters of credit issued under the credit facility, was in compliance with all covenants, and had borrowing availability of $46.5 million. During the nine months ended October 31, 2025, the Company had net borrowings of $37.5 million to fund the Sandbox Banking acquisition and repurchase shares of the Company’s common stock. As of October 31, 2025, the applicable interest rate was 6.16%. See Note 10 “Revolving Credit Facility” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

Previous wording

We believe that current cash and cash equivalents as well as borrowings available under the Credit Facility will be sufficient to fund our operations, capital requirements, and share repurchases 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, 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.

Current wording

We believe that current cash and cash equivalents as well as borrowings available under the Credit Facility will be sufficient to fund our operations, capital requirements, and stock repurchases 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, 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.

Previous wording

In March 2025, our Board of Directors authorized a stock repurchase program of up to $100.0 million of our outstanding common stock. The volume, price, timing, and manner of any repurchases will be determined at the Company's discretion, subject to general market conditions, as well as the Company's management of capital, general business conditions, other investment opportunities regulatory requirements and other factors. The repurchase program does not obligate the Company to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of our Board of Directors. During the six months ended July 31, 2025, we repurchased 2.6 million shares of our outstanding common stock for $60.5 million, excluding transaction costs and excise tax associated with the repurchases, if any. As of July 31, 2025, $39.5 million remained available for future repurchases under the share repurchase program. See Note 8 "Stockholders' Equity" of the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for more information.

Current wording

In March 2025, our Board of Directors authorized the Stock Repurchase Program of up to $100.0 million of our outstanding common stock. As of October 31, 2025 we had completed the repurchase authorization under the Stock Repurchase Program. The volume, price, timing, and manner of repurchases were determined at the Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities regulatory requirements and other factors. During the nine months ended October 31, 2025, we repurchased 4.0 million shares of our outstanding common stock for $100.0 million, excluding transaction costs and excise tax associated with the repurchases. As of October 31, 2025, no amounts remain available for future repurchases under the Stock Repurchase