nCino, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The following table summarizes the stock repurchase activity for the three months ended July 31, 2026 (in thousands, except share and per share data):

(1)In December 2025, our Board of Directors authorized, and on December 8, 2025, the Company announced a stock repurchase program of up to $100.0 million of our outstanding common stock. In March 2026, our Board of Directors separately authorized, and on March 31, 2026, the Company entered into an ASR agreement with Wells Fargo Bank, N.A., for $100.0 million of our outstanding common stock. Upon payment of the aggregate purchase price of $100.0 million, we received initial delivery of 5,547,850 shares of our common stock, representing approximately 80% of the aggregate purchase price, based on an initial price of $14.98 per share. On June 2, 2026, upon final settlement of the ASR agreement, we received 487,675 additional shares (which are included in the table above) of our common stock based on a daily volume-weighted average price of $16.57 during the term of the ASR agreement. See Note 8 “Stockholders’ Equity and Stock-Based Compensation” of the notes to our unaudited condensed consolidated financial statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q for additional information.

(2) The average price per share excludes transaction costs and excise tax associated with the repurchases.