nCino, Inc.

Previous wording

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 harness and utilize data effectively. This negatively impacts risk management, decision making, and the experiences of bankers and their clients.

Current wording

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.

Previous wording

nCino was originally founded in a bank to improve that institution’s operations and client service. After realizing that virtually all banks and credit unions face the same problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce which made it difficult to maintain relevancy in their clients’ lives— nCino was spun out as a separate company in late 2011 to help more institutions solve these challenges using cloud-based technology.

Current wording

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.

Previous wording

nCino’s approach to market expansion includes strategically building products and acquiring technology to continue to fulfill a platform vision. Over the years, we built and enhanced products internally to ensure innovation and seamless integration across key solution lines of commercial, small business, and consumer banking. Through the strategic acquisitions of SimpleNexus, DocFox, FullCircl, ILT, Visible Equity, FinSuite and most recently, Sandbox Banking, we significantly augmented nCino’s Platform 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, enabling FIs to replace multiple legacy systems, connect their operations, and streamline workflows and processes across various business lines to achieve desired impact and process improvement.

Current wording

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.

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 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.

Current wording

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.

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 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.

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 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.

Previous 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.

Current wording

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.

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 22.1% 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.

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 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.

Previous wording

•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 to implement our new pricing model, we expect the number of customers we charge based on asset size will increase considerably.

Current wording

•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.

Previous wording

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. 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 our invoicing after the customer’s 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.

Current wording

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.

Previous wording

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 as a function of the utilization of support personnel and the extent to which we recognize subscription revenues from the resale of Salesforce’s CRM solution.

Current wording

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 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.

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 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.

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 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.

Previous wording

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 acquisition-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.

Current wording

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.

Previous wording

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.

Current wording

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

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 nine months ended October 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 months ended April 30, 2025 and 2026 in both dollars and as a percentage of total revenues, except as noted.

Previous wording

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

Current wording

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

Previous 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.

Current wording

Subscription revenues increased $15.3 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period, and growth from existing customers within and across lines of business. Of the increase, 72.6% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 27.4% was attributable to initial revenues from customers who did not contribute to subscription revenues during the three months ended April 30, 2025. Subscription revenues were 88.4% of total revenues for the three months ended April 30, 2026 compared to 87.1% of total revenues for the three months ended April 30, 2025, primarily due to growth in our installed base.

Previous 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.

Current wording

Professional services and other revenues were essentially flat for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to the mix of solutions being implemented.

Previous 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.

Current wording

• $2.1 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers, and

Previous 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.

Current wording

•a $1.1 million increase in third party data costs.

Previous 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.

Current wording

Cost of professional services and other revenues decreased $2.3 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, generating a gross margin for professional services and other revenues of (16.3)% and (4.0)% for the three months ended April 30, 2025 and 2026, respectively. The increase in our professional services and other gross margin for the three months ended April 30, 2026 was primarily attributable to a decrease in headcount, coupled with higher effective billing and utilization rates.

Previous wording

General and administrative expenses decreased $3.8 million for the three months ended October 31, 2025 compared to the three months ended October 31, 2024, primarily attributable to a decrease of $3.3 million in third-party professional fees, mostly attributable to a decrease in acquisition related expenses and professional fees and a decrease of $0.4 million in personnel costs due to the headcount decrease in connection with the Restructuring Plan, inclusive of a $0.4 million increase in stock-based compensation expense.

Current wording

•$1.3 million decrease in third-party professional fees, mostly attributable to a decrease in transaction-related expenses and professional fees,

Previous 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.

Current wording

Interest income decreased $0.1 million for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, primarily attributable to balance and rate fluctuations of our accounts earning interest. Interest expense was flat for the three months ended April 30, 2026 compared to the three months ended April 30, 2025. The decrease of $16.4 million in other income (expense), net for the three months ended April 30, 2026 compared to the three months ended April 30, 2025, was primarily attributable to the settlement of certain intercompany loans and transactions in fiscal 2026 that were denominated in currencies other than the underlying functional currency of the applicable entity.

Previous 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.

Current wording

Income tax provision was $4.5 million for the three months ended April 30, 2025, compared to a provision of $1.7 million for the three months ended April 30, 2026, and resulted in an effective tax rate of 43.0% and 10.1%, respectively. The change in the effective tax rate for the three months ended April 30, 2025 compared to the effective tax rate for the three months ended April 30, 2026 was primarily due to changes in our valuation allowance and profitability.

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 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.

Current wording

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.

Previous wording

Stock-Based Compensation Expense. 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.

Current wording

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.

Previous wording

Acquisition Related Expenses. nCino excludes expenses related to acquisitions as they limit comparability of operating results with prior periods. Acquisition-related expenses, include but are not limited to, costs incurred from third-party professional services firms in connection with business combination, 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.

Current wording

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.

Previous 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.

Current wording

As of April 30, 2026, we had $102.8 million in cash and cash equivalents. We have a history of losses, and while we have achieved profitability in certain periods, our accumulated deficit is $361.4 million as of April 30, 2026. Our historical net losses have been driven by our investments in developing the nCino Platform and scaling our sales and marketing organization and finance and administrative functions to support our rapid growth.

Previous wording

To date, we have funded our capital needs through issuances of common stock including our initial public offering in July 2020, operating cash flows, 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.

Current wording

To date, we have funded our capital needs through operating cash flows, issuances of common stock including our initial public offering in July 2020, our revolving credit facility and term loan. To further our operational initiatives, in March 2026, we entered into an amendment to the 2024 Credit Agreement for an incremental term loan of $200.0 million. 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. 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.

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 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.

Current wording

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.

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 “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.

Current wording

During the three months ended April 30, 2026, we repurchased 6.1 million shares of our outstanding common stock for $110.5 million (inclusive of $16.9 million in treasury stock not yet settled) under the December 2025 Stock Repurchase Program and the March 2026 Stock Repurchase Program. As of April 30, 2026, $65.0 million remained available for future repurchases under the December 2025 Stock Repurchase Program. 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.

Previous wording

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 part of our joint venture obligations, we made an additional cash capital contribution of $1.0 million to nCino K.K. during the third quarter of fiscal 2024. As of January 31, 2025 and October 31, 2025, the redeemable non-controlling interest was $8.3 million and $12.4 million, respectively.

Current wording

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, 2026 and April 30, 2026, the redeemable non-controlling interest was $12.7 million and $14.1 million, respectively.

Previous wording

Summary Cash Flow information for the nine months ended October 31, 2024 and 2025 are set forth below:

Current wording

Summary Cash Flow information for the three months ended April 30, 2025 and 2026 are set forth below:

Previous wording

The $65.2 million provided by operating activities in the nine months ended October 31, 2024 reflects our net loss of $17.5 million, offset by $88.7 million in non-cash charges and $6.0 million used in changes in working capital accounts. Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, partially offset by deferred income taxes and foreign currency gains related to intercompany loans and transactions. Cash generated by working capital accounts was principally a function of a $41.6 million decrease in deferred revenue, due to the timing of billings and revenue recognition, an increase of $13.2 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $2.9 million decrease in operating lease liabilities, and a $0.1 million decrease in accrued expenses and other liabilities. The cash generated by working capital accounts was partially offset by a $50.2 million decrease in accounts receivable due to timing of billings and collections from customers, a $1.0 million increase in other long term liabilities, $0.7 million decrease in prepaid expenses and other assets, and a $0.1 million increase in accounts payable.

Current wording

The $81.4 million provided by operating activities in the three months ended April 30, 2026 reflects our net income of $15.0 million, $30.2 million in net non-cash charges, and $36.3 million generated by changes in working capital accounts. Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, non-cash operating lease costs, change in fair value of contingent consideration, foreign currency losses related to remeasurement of intercompany loans and transactions, deferred income taxes, and amortization of debt issuance costs, partially offset by recovery of bad debt. Cash generated by working capital accounts was principally a function of a $41.2 million decrease in accounts receivable due to the timing of billings and collections from customers, a $14.9 million increase in deferred revenue due to the timing of billings and revenue recognition, and a $1.2 million increase in accounts payable. The cash generated by working capital accounts was partially offset by a $15.3 million decrease in accrued expenses and other liabilities primarily due to the payment of bonuses and commissions, an increase of $3.4 million of capitalized costs to obtain revenue contracts, a $1.4 million increase in prepaid expenses, and a $1.0 million decrease in operating lease liabilities.

Previous wording

The $77.1 million provided by operating activities in the nine months ended October 31, 2025 reflects our net income of $0.9 million, offset by $86.8 million in net non-cash charges and $10.6 million used in changes in working capital accounts. Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, deferred income taxes, non-cash operating lease costs, loss on disposal of long-lived assets, change in fair value of contingent consideration, provision for bad debt, and amortization of debt issuance costs, partially offset by foreign currency gains related to remeasurement of intercompany loans and transactions and gains on investments. Cash used in working capital accounts was principally a function of a $46.1 million decrease in deferred revenue due to the timing of billings and revenue recognition, a $12.8 million decrease in accrued expenses and other liabilities primarily due to the payment of bonuses and commissions, an increase of $12.4 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, a $3.1 million decrease in operating lease liabilities, and a $0.9 million decrease in accounts payable. The cash used in working capital accounts was partially offset by $63.1 million decrease in accounts receivable due to the timing of billings and collections from customers, and a $1.5 million decrease in prepaid expenses.

Current wording

The $54.3 million provided by operating activities in the three months ended April 30, 2025 reflects our net income of $6.0 million, $19.1 million in net non-cash charges and $29.2 million generated by changes in working capital accounts. Non-cash charges primarily consisted of stock-based compensation, depreciation and amortization, amortization of costs capitalized to obtain revenue contracts, deferred income taxes, non-cash operating lease costs, provision for bad debt, and change in fair value of contingent consideration, partially offset by deferred income taxes and foreign currency gains related to remeasurement of intercompany loans and transactions and gains on investments. Cash generated by working capital accounts was principally a function of a $45.7 million decrease in accounts receivable due to the timings of billings and collections from customers, $5.2 million increase in deferred revenue, due to the timing of billings and revenue recognition, and a $0.5 million increase in accounts payable. The cash generated by working capital accounts was partially offset by a $15.8 million decrease in accrued expenses and other liabilities primarily due to the payout of bonuses and commission, an increase of $3.2 million of capitalized costs to obtain revenue contracts, which consisted primarily of sales commissions, and a $1.5 million increase in prepaid expenses and other assets and a $1.3 million decrease in operating lease liabilities.

Previous wording

The $53.6 million used in investing activities in the nine months ended October 31, 2025 was comprised of $50.3 million used for the acquisition of Sandbox, $7.0 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 $92.8 million used in investing activities in the nine months ended October 31, 2024 was comprised of $90.8 million used for the acquisition of DocFox and ILT, $1.5 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business, and $0.5 million for an asset acquisition.

Current wording

The $0.6 million used in investing activities in the three months ended April 30, 2026 was comprised of $0.6 million for the purchase of property and equipment and leasehold improvements. The $48.3 million used in investing activities in the three months ended April 30, 2025 was comprised of $50.3 million used for the acquisition of Sandbox Banking and $1.7 million for the purchase of property and equipment and leasehold improvements to support the expansion of our business. The cash used in investing activities was partially offset by proceeds from the sale of an investment of $3.7 million.

Previous wording

The $59.8 million used in financing activities in the nine months ended October 31, 2025 was comprised principally of repurchases of our common stock of $100.1 million, payments of $65.0 million on our credit facility, and principal payments of $1.2 million on financing obligations. The cash used in financing activities was offset by $102.5 million proceeds from borrowings on our credit facility to fund the acquisition of Sandbox Banking and to make repurchases of our common stock under the stock repurchase program, $2.4 million of proceeds from stock issuances under the employee stock purchase plan, and $1.6 million of proceeds from the exercise of stock options. The $168.4 million provided by financing activities in the nine months ended October 31, 2024 was comprised principally of payments of $241.0 million of borrowings on the 2022 and 2024 Credit Facility to fund the acquisition of DocFox and FullCircl, $2.5 million of proceeds from stock issuances under the employee stock purchase plan, and $2.2 million 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 2022 credit facility, payments of debt issuance costs of $1.4 million, and principal payments of $0.9 million on financing obligations.

Current wording

The $65.9 million used in financing activities in the three months ended April 30, 2026 was comprised principally of payments of $150.0 million on our credit facility, repurchases of our common stock of $110.1 million, payment of contingent consideration of $5.3 million, and principal payments of $0.3 million on financing obligations. The cash used in financing activities was offset by $199.3 million proceeds from borrowings on our term loan, net of debt issuance costs to pay down a portion of our revolving credit facility and make repurchases of our common stock under stock repurchase programs, and $0.5 million of proceeds from the exercise of stock options. The $2.3 million provided by financing activities in the three months ended April 30, 2025 was comprised principally of $102.5 million proceeds from borrowings on our credit facility, to fund the acquisition of Sandbox Banking and to make repurchases of our common stock under the stock repurchase program, and $0.7 million of proceeds from the exercise of stock options. The cash provided by financing activities was offset by payments of

Previous wording

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 Credit Facility. See Note 6 “Business Combinations,” Note 9 “Leases,” Note 10 “Revolving Credit Facility,” and Note 11 “Commitments and Contingencies” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

Current wording

Our estimated future obligations principally consist of leases related to our facilities, purchase obligations related primarily to licenses and hosting services, financing obligations for leases for which we are considered the owners for accounting purposes, acquisition liabilities, the 2024 Credit Facility, and the Term Loan. See Note 6 “Business Combinations,” Note 9 “Leases,” Note 10 “Debt,” and Note 11 “Commitments and Contingencies” of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.