Financial Analysis

Business Combinations DocFox, Inc. (DocFox) On March 20, 2024 (the DocFox Acquisition Date), the Company acquired the outstanding equity interests of DocFox, which provides a solution to automate onboarding experiences for commercial and business banking. The Company acquired DocFox for its complementary product set, which helps simplify and automate the onboarding and account opening process. The Company has included the financial results of DocFox in the unaudited condensed consolidated statements of operations from the DocFox Acquisition Date. Including the $2.0 million in post combination expense referenced below, transaction costs associated with the DocFox acquisition were approximately $3.9 million and were recorded in general and administrative expenses. The Company paid a total of $74.3 million in cash as of the DocFox Acquisition Date. Included in the total cash paid was $6.2 million for DocFox common stock options that were cash settled on the DocFox Acquisition Date. The $6.2 million fair value of the DocFox common stock options was allocated between consideration transferred and post combination expense in the amounts of $4.2 million and $2.0 million, respectively. As there was no future service requirement due to accelerated vesting of these options, the entire $2.0 million, included within general and administrative expenses, was recorded as transaction cost immediately following the acquisition and not in consideration transferred. The estimated fair value of …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies In addition to the operating lease commitments described in Note 9 Leases, the Company has additional contractual commitments as described further below. Purchase Commitments The Companys purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business. Financing Obligations The Companys financing obligations consist of leases for the Companys headquarters and parking deck in which the Company is deemed the owner of for accounting purposes. The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised. Purchase commitments and future minimum lease payments required under financing obligations as of October 31, 2025 is as follows: Purchase commitments Financing obligations - leased facility Fiscal 2026 (remaining three months) $ 22,098 $ 1,169 Fiscal 2027 85,298 3,958 Fiscal 2028 77,042 Fiscal 2029 896 Fiscal 2030 Thereafter Total $ 185,334 $ 5,127 Residual financing obligations and assets 49,617 Less: amount representing interest (3,137) Financing obligations $ 51,607 A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations. The weighted-average discount rate for the Companys financing obligations as of October 31, 2025 was 5.7%. Indemnification In the ordinary course of business, the Company generally inclu …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Revolving Credit Facility On February 11, 2022, the Company entered into a Credit Agreement (the 2022 Credit Agreement), by and among the Company, nCino OpCo (the Borrower), certain subsidiaries of the Company as guarantors, and Bank of America, N.A. as lender (the Lender), pursuant to which the Lender provided to the Borrower a senior secured revolving credit facility of up to $50.0 million (the 2022 Credit Facility). The 2022 Credit Facility included borrowing capacity available for letters of credit subject to a sublimit of $7.5 million. Any issuance of letters of credit would have reduced the amount available under the 2022 Credit Facility. The Company was also required to maintain at least $5.0 million of the Companys cash and/or marketable securities with the Lender. On February 9, 2024, the Company entered into a First Amendment to extend the existing maturity date of the 2022 Credit Facility provided for under the 2022 Credit Agreement to February 11, 2025. On March 17, 2024, the Company entered into the Second Amendment which increased our borrowing availability to $100.0 million and extended the existing maturity date of the 2022 Credit Facility to March 17, 2029. Borrowings under the 2022 Credit Facility accrued interest, at the Borrowers option, at: (i) a base rate equal to the greatest of (a) the Lenders prime rate, (b) the federal funds rate plus 0.50%, and (c) the Term SOFR rate plus 1.00% (provided that the base rate shall not be less than 0.00%), plus a margi …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs which are supported by little or no market activity. The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2025 and October 31, 2025 because of the relatively short duration of these instruments. The carrying amount of any outstanding borrowings on the Companys revolving credit facility approximates fair value due to the variable interest rates of the borrowings. The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table summarizes the Companys financial assets measured at fair value as of January 31, 2025 and October 31, 2025 and indicates the fair value hierarchy of the valuation: Fair value measurements on a recurring basis as of January 31, 2025 Level 1 Level 2 Level 3 Assets: Money market accounts (included in cash and cash equivalents) $ 38,841 $ $ Time depos …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets Goodwill The change in the carrying amounts of goodwill was as follows: Balance, January 31, 2025 $ 1,019,375 Acquisitions 53,830 Measurement period adjustments (10,413) Translation adjustments 8,360 Balance, October 31, 2025 $ 1,071,152 Intangible assets Intangible assets, net are as follows: As of January 31, 2025 As of October 31, 2025 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Developed technology $ 97,029 $ (49,819) $ 47,210 $ 102,053 $ (65,135) $ 36,918 Customer relationships 139,315 (33,315) 106,000 149,788 (44,240) 105,548 Trademarks and trade name 1,461 (615) 846 1,938 (1,830) 108 Other 1,369 (854) 515 1,369 (1,102) 267 $ 239,174 $ (84,603) $ 154,571 $ 255,148 $ (112,307) $ 142,841 The Company recognized amortization expense for intangible assets as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Cost of subscription revenues $ 4,404 $ 5,111 $ 12,926 $ 15,301 Cost of professional services and other revenues 82 247 165 Sales and marketing 2,871 4,040 8,215 12,115 Total amortization expense $ 7,357 $ 9,151 $ 21,388 $ 27,581 The expected future amortization expense for intangible assets as of October 31, 2025 is as follows: Fiscal 2026 (remaining three months) $ 8,850 Fiscal 2027 33,968 Fiscal 2028 19,501 Fiscal 2029 19,401 Fiscal 2030 17,085 Thereafter 44,036 $ 142,841 The expected amortization expense is an estimate, actual …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Leases Operating Leases The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through December 2034, some of which include options to extend for up to one year. See Note 15 Restructuring regarding lease terminations in connection with the Restructuring Plan. The components of lease expense were as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Operating lease expense $ 1,418 $ 1,094 $ 4,144 $ 3,916 Variable lease expense 657 704 1,927 1,999 Short-term lease expense 41 58 189 185 Sublease income (232) (232) (174) Total lease expense $ 1,884 $ 1,856 $ 6,028 $ 5,926 Supplemental cash flow information related to operating leases were as follows: Nine Months Ended October 31, 2024 2025 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,236 $ 3,927 Operating lease right-of-use assets obtained in exchange for operating lease liabilities 810 1,533 Operating lease right-of-use assets and operating lease liabilities reductions related to operating lease terminations or modifications 1,947 2,102 The weighted-average remaining lease term and weighted-average discount rate for the Companys operating lease liabilities as of October 31, 2025 were 7.02 years and 6.8%, respectively. Future minimum lease payments as of October 31, 2025 were as follows: Operating Leases Fiscal 2026 (remaining three months) $ 1,187 Fiscal 2027 4,358 Fisca …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Not Yet Adopted: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance includes amendments to enhance existing income tax disclosure requirements, primarily related to the rate reconciliation and income taxes paid disclosures. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply the ASU retrospectively. Early adoption is permitted. The Company expects to adopt 2023-09 in its consolidated financial statements for the fiscal year ended January 31, 2026. The adoption will require certain additional disclosures in the notes to the Companys consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The guidance includes amendments to require public companies to provide additional disclosure about certain costs and expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Companys consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related-Party Transactions On November 1, 2022, the Companys wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) (Zest AI), a private company, and is included in investments on the Companys consolidated balance sheets for $2.5 million as of January 31, 2025, and on the unaudited condensed consolidated balance sheets for $0.0 million as of October 31, 2025. The investment was considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company as of November 1, 2022, owned greater than ten percent of Zest AI. During the first quarter of fiscal year 2026, we sold all our shares in Zest AI and recorded a realized gain of $1.2 million. At the time of this transaction, Zest AI was no longer considered a related party. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Restructuring In the second quarter of fiscal 2026, the Company announced a workforce reduction of approximately 7% and office space reductions in certain markets (collectively, the Restructuring Plan) in furtherance of its efforts to improve operational efficiencies. The Company substantially completed the Restructuring Plan during the second quarter of fiscal 2026. An additional $0.1 million was recorded in the third quarter, and the Company expects to finalize the process in fiscal 2026, subject to local law and consultation requirements. Our restructuring costs consist primarily of severance and termination benefits, exit costs and asset write-offs. Severance costs generally include severance payments, out placement services, health insurance coverage and employer tax liabilities. Exit costs primarily consist of lease exit and contract termination costs. Lease termination costs include $1.7 million in lease termination payments, offset by a $0.6 million gain to derecognize the operating lease right-of-use assets and operating lease liabilities. The Companys restructuring charges for the nine months ended October 31, 2025 were as follows: Severance Costs Exit Costs Asset Write-offs Total Cost of subscription revenues $ 426 $ 53 $ 17 $ 496 Cost of professional services and other revenues 537 139 46 722 Sales and marketing 1,288 128 42 1,458 Research and development 3,732 221 73 4,026 General and administrative 1,080 1,192 1,155 3,427 Total restructuring charges $ 7,063 $ 1, …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenues Disaggregation of Revenue Disaggregated revenues by source and geographic region were as follows: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 United States Subscriptions - non-mortgage $ 76,272 $ 84,483 $ 225,011 $ 247,721 Subscriptions - mortgage 20,639 21,060 55,478 60,883 Professional services and other 12,280 13,061 35,868 37,857 Total United States 109,191 118,604 316,357 346,461 International Subscriptions 22,983 27,868 63,722 81,147 Professional services and other 6,623 5,691 19,208 17,507 Total International 29,606 33,559 82,930 98,654 Total Revenue $ 138,797 $ 152,163 $ 399,287 $ 445,115 Revenues by geography are determined based on the region of the Companys contracting entity, which may be different than the region of the customer. During the fourth quarter of fiscal year 2025, the Company changed the presentation of disaggregated revenues from a classification primarily based on geographic region to a classification to include sources by geographic region. The prior period presentation of disaggregated revenues has been reclassified to conform with the current period presentation. Contract Amounts Accounts Receivable Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2025 and October 31, 2025: As of January 31, 2025 As of October 31, 2025 Trade accounts receivable $ 122,394 $ 64,411 Unbilled accounts receivable 23,662 22,494 Allowance for doubtful accounts (1,229) (1,245) Other a …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information The Companys chief operating decision maker (CODM) is the Companys Chief Executive Officer, who reviews financial information on a consolidated basis. The Company brings together people and data to enable financial institutions to enhance strategic decision-making, risk management, and customer satisfaction through the selection of intelligent solutions provided by the nCino Platform as a SaaS company. As such, the Company has one operating and reportable segment. The CODM uses consolidated net income (loss) in deciding how to make operating decisions, allocate resources, and assess performance, including whether to reinvest profits into the existing business or to use in other ways, such as for acquisitions. The following table presents selected financial information that is provided to our CODM: Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Revenues $ 138,797 $ 152,163 $ 399,287 $ 445,115 Less: Adjusted cost of revenues (1) 45,586 49,332 134,896 148,581 Adjusted sales and marketing expense (1) 22,464 24,984 68,738 78,753 Adjusted research and development expense (1) 28,831 25,211 83,571 80,937 Adjusted general and administrative expense (1) 13,874 12,777 40,297 42,145 Interest income (482) (339) (1,408) (1,269) Interest expense 1,653 4,335 4,965 13,229 Adjusted other (income) expense, net (2) 208 (21) 236 (1,885) Other segment items (3) 28,226 27,964 84,104 78,663 Income tax provision (benefit) 2,589 (695) 1,360 5,048 N …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Stockholders Equity Stock Repurchase Program 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). The Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transaction, or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, price, timing, and manner of any repurchases will be determined at the Companys discretion, subject to general market conditions, as well as the Companys management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The Stock 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. The following table summarizes the stock repurchase activity under the Companys Stock Repurchase Program (in thousands, except share and per share data): Three Months Ended October 31, Nine Months Ended October 31, 2024 2025 2024 2025 Total number of shares repurchased 1,423,701 3,996,483 Average price per share (1) $ $ 2 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing