8-K
nCino, Inc. (NCNO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 1, 2025
nCino, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41211 | 87-4154342 |
|---|---|---|
| (State or other jurisdiction of | (Commission file number) | (IRS Employer |
| incorporation) | Identification No.) |
6770 Parker Farm Drive
Wilmington, North Carolina 28405
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, Including Area Code: (888) 676-2466
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0005 per share | NCNO | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On December 3, 2025, nCino, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended October 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Andy Yasutake and Diego Dugatkin to, and Resignation of Jeff Horing from, the Board of Directors
On December 1, 2025, the Board of Directors of the Company (the “Board”) increased the size of the Board from eight (8) to nine (9) directors and appointed Andy Yasutake and Diego Dugatkin as new members of the Board, effective immediately, filling the vacancies created by (i) the resignation of Jeff Horing immediately prior to such appointment and (ii) the increase to the Board size. Mr. Horing’s resignation was not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. Mr. Yasutake will serve as a Class II director with a term expiring at the Company’s 2028 annual meeting of stockholders, and Mr. Dugatkin will serve as a Class III directors with a term expiring at the Company’s 2026 annual meeting of stockholders, or until each of his successor has been elected and qualified or his earlier death, resignation of removal.
Mr. Yasutake is a technology executive with over 26 years leading global product, technology, and operations. He serves as Senior Vice President, Global Head of Strategic Growth, Ventures & AI at Edgevana and as advisor and limited partner at 007 Venture Partners. Mr. Yasutake previously worked at Airbnb, LinkedIn and eBay. He began his career as an analyst and consultant after graduating with a degree in Psychology and Information Systems from the University of Southern California.
Mr. Dugatkin serves as the Chief Product Officer at Box and as a board member of Freepik, a technology company specializing in AI tools for creating and editing audiovisual content. Mr. Dugatkin previously held a variety of senior product management positions with Adobe, Switchfly, Conviva and Ixia. Mr. Dugatkin holds a Master of Science and Ph.D. in Electrical Engineering from the California Institute of Technology.
Neither Mr. Yasutake nor Mr. Dugatkin have been appointed to any committee of the Board.
There is no arrangement or understanding between the Company and each of Messrs. Yasutake or Dugatkin pursuant to which they were appointed to the Board, and there have been no related party transactions between the Company and each of Messrs. Yasutake or Dugatkin that would be reportable under Item 404(a) of Regulation S-K. Messrs. Dugatkin and Yasutake will each receive compensation consistent with the Company’s compensation program for non-employee directors, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on May 9, 2025 (the “2025 Proxy Statement”). Messrs. Yasutake and Dugatkin will also each enter into the Company’s standard form of indemnification agreement, which has been previously filed with the SEC.
Transition of Executive Chairman to Non-Employee Chairman
As previously disclosed on the Company’s Form 8-K filed with the SEC on February 3, 2025, in connection with Pierre Naudé’s appointment as Executive Chairman of the Company, Mr. Naudé entered into a letter agreement providing for an initial term expiring on February 1, 2026. Upon the expiration of such initial term, Mr. Naudé will transition to serving as a non-employee director and Chairman beginning on February 1, 2026. Mr. Naudé will receive compensation consistent with the Company’s compensation program for non-employee directors, as described in the Company’s 2025 Proxy Statement.
Item 7.01 Regulation FD Disclosure.
On December 3, 2025, the Company issued a press release announcing the appointment of Messrs. Yasutake and Dugatkin to its Board, the resignation of Mr. Horing from its Board and the transition of Mr. Naudé from Executive Chairman to a non-employee director and Chairman of the Board, as described above under Item 5.02, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K and the accompanying Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of nCino, Inc. dated December 3, 2025 (furnished and not filed). |
| 99.2 | Press release of nCino, Inc. dated December 3, 2025 (furnished and not filed) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| nCino, Inc. | |||
|---|---|---|---|
| Date: December 3, 2025 | By: | /s/ Gregory D. Orenstein | |
| Gregory D. Orenstein | |||
| Chief Financial Officer & Treasurer |
Document
Exhibit 99.1
nCino Reports Third Quarter Fiscal Year 2026 Financial Results
•Total Revenues of $152.2M, up 10% year-over-year
•Subscription Revenues of $133.4M, up 11% year-over-year
•GAAP Operating Margin of 8%, up over 800 basis points year-over-year
•Non-GAAP Operating Margin of 26%, up 600 basis points year-over-year
WILMINGTON, N.C., December 3, 2025 -- nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced financial results for the third quarter of fiscal year 2026, ended October 31, 2025.
"I'm extremely proud of our team's strong execution in the third quarter, delivering results that exceeded expectations while advancing our AI leadership position," said Sean Desmond, CEO at nCino. "The momentum we're seeing across customer segments, geographies, and products reinforces our conviction in both our fiscal 2026 goals and the journey ahead for nCino. As we rapidly expand our AI capabilities and introduce Digital Partners trained on an industry leading data set, we're not just providing tools—we're delivering a comprehensive AI strategy that financial institutions can trust and deploy with confidence."
Financial Highlights
•Revenues: Total revenues for the third quarter of fiscal 2026 were $152.2 million, a 10% increase from $138.8 million in the third quarter of fiscal 2025. Subscription revenues for the third quarter were $133.4 million, up from $119.9 million one year ago, an increase of 11%.
•Income (Loss) from Operations: GAAP income (loss) from operations in the third quarter of fiscal 2026 was $11.7 million compared to $(0.8) million in the same quarter of fiscal 2025. Non-GAAP operating income in the third quarter of fiscal 2026 was $39.9 million compared to $28.0 million in the third quarter of fiscal 2025, an increase of 42%.
•Net Income (Loss) Attributable to nCino: GAAP net income (loss) attributable to nCino in the third quarter of fiscal 2026 was $6.5 million compared to $(5.3) million in the third quarter of fiscal 2025. Non-GAAP net income attributable to nCino in the third quarter of fiscal 2026 was $35.8 million compared to $24.1 million in the third quarter of fiscal 2025, an increase of 49%.
•Net Income (Loss) Attributable to nCino per Share: GAAP net income (loss) attributable to nCino in the third quarter of fiscal 2026 was $0.06 per diluted share compared to $(0.05) per basic and diluted share in the third quarter of fiscal 2025. Non-GAAP net income attributable to nCino in the third quarter of fiscal 2026 was $0.31 per diluted share compared to $0.20 per diluted share in the third quarter of fiscal 2025, an increase of 51%.
•Cash: Cash, cash equivalents, and restricted cash were $87.9 million as of October 31, 2025, and $203.5 million was outstanding under the Company's revolving credit facility. In the third quarter ended October 31, 2025, nCino repurchased approximately 1.4 million shares of the Company's outstanding common stock at an average share price of $27.71 for total consideration of approximately $39.7 million.
Recent Business Highlights
•Signed Regional Bank in Japan for Mortgage Lending: A Japanese bank with over $80 billion in assets is nCino's newest customer in the region.
•Integration Gateway Goes Global: nCino Integration Gateway demonstrates global applicability in expansion agreement with a $90 billion bank in the Czech Republic.
•Secured Significant Expansion Agreements: Two top-50 banks in the U.S., each with over $50 billion in assets, expanded their nCino commercial lending commitments by more than 30% and 60%, respectively, to support broader commercial lending operations.
•Top Home Builder Signs for nCino Mortgage: The lending division of a top home builder chose nCino Mortgage to deliver an exceptional mortgage lending experience for homebuyers.
•Launched Digital Partners: Announced first role-based AI agents trained on the complexities of rich financial services data-informed by nCino's more than thirteen years of industry expertise and one of the most comprehensive perspectives in financial technology.
•Completed Stock Repurchase Program: Completed its $100 million Stock Repurchase Program announced on April 1, 2025, having repurchased a total of approximately 4.0 million shares at an average price of $25.02 per share.
Financial Outlook
nCino is providing guidance for its fourth quarter ending January 31, 2026, as follows:
•Total revenues between $146.75 million and $148.25 million.
•Subscription revenues between $130.75 million and $132.25 million.
•Non-GAAP operating income between $32.5 million and $33.5 million.
•Non-GAAP net income attributable to nCino per diluted share of $0.21 to $0.22.
nCino is providing guidance for its fiscal year 2026 ending January 31, 2026, as follows:
•Total revenues between $591.9 million and $593.4 million.
•Subscription revenues between $520.5 million and $522.0 million.
•Non-GAAP operating income between $127.2 million and $128.2 million.
•Non-GAAP net income attributable to nCino per diluted share of $0.90 to $0.91.
•Annual Contract Value (ACV) between $564 million and $567 million.
Conference Call
nCino will host a conference call at 4:30 p.m. ET today to discuss its financial results and outlook. The conference call will be available via live webcast and replay at the Investor Relations section of nCino’s website: https://investor.ncino.com/news-events/events-and-presentations.
About nCino
nCino (NASDAQ: NCNO) is powering a new era in financial services. The Company was founded to help financial institutions digitize and reengineer business processes to boost efficiencies and create better banking experiences. With over 2,700 customers worldwide - including community banks, credit unions, independent mortgage banks, and the largest financial entities globally - nCino offers a trusted platform of best-in-class, intelligent solutions. By integrating artificial intelligence and actionable insights into its platform, nCino is helping financial institutions consolidate legacy systems to enhance strategic decision-making, improve risk management, and elevate customer satisfaction by cohesively bringing together people, AI and data. For more information, visit
www.ncino.com
.
INVESTOR CONTACT
Harrison Masters
Harrison.masters@ncino.com
MEDIA CONTACT
press@ncino.com
Forward-Looking Statements: This press release contains forward-looking statements about nCino's financial and operating results, which include statements regarding nCino’s future performance, outlook, guidance, the benefits from the use of nCino’s solutions, our strategies, and general business conditions. Forward-looking statements generally include actions, events, results, strategies and expectations and are often identifiable by use of the words “aim,” “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “might,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “strive,” “will,” or “would” or similar expressions and the negatives thereof. Any forward-looking statements contained in this press release are based upon nCino’s historical performance and its current plans, estimates, and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent nCino’s expectations as of the date of this press release. Subsequent events may cause these expectations to change and, except as may be required by law, nCino does not undertake any obligation to update or revise these forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially including, but not limited to risks associated with (i) adverse changes in the financial services industry, including as a result of customer consolidation or bank failures; (ii) adverse changes in economic, regulatory, or market conditions, including as a direct or indirect consequence of higher interest rates; (iii) risks associated with acquisitions we have completed or may undertake, (iv) breaches in our security measures or unauthorized access to our customers’ or their clients' data; (v) the accuracy of management’s assumptions and estimates; (vi) our ability to attract new customers and succeed in having current customers expand their use of our solution, including in connection with our migration to an asset-based pricing model; (vii) competitive factors, including pricing pressures and migration to asset-based pricing, consolidation among competitors, entry of new competitors, the launch of new products and marketing initiatives by our competitors, and difficulty securing rights to access or integrate with third party products or data used by our customers; (viii) the rate of adoption of our newer solutions and the results of our efforts to sustain or expand the use and adoption of our more established solutions; (ix) fluctuation of our results of operations, which may make period-to-period comparisons less meaningful; (x) our ability to manage our growth effectively
including expanding outside of the United States; (xi) adverse changes in our relationship with Salesforce; (xii) our ability to successfully acquire new companies and/or integrate acquisitions into our existing organization; (xiii) the loss of one or more customers, particularly any of our larger customers, or a reduction in the number of users our customers purchase access and use rights for; (xiv) system unavailability, system performance problems, or loss of data due to disruptions or other problems with our computing infrastructure or the infrastructure we rely on that is operated by third parties; (xv) our ability to maintain our corporate culture and attract and retain highly skilled employees; and (xvi) the outcome and impact of legal proceedings and related fees and expenses.
nCino, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| January 31, 2025 | October 31, 2025 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 120,928 | $ | 87,590 |
| Accounts receivable, net | 146,787 | 86,948 | ||
| Costs capitalized to obtain revenue contracts, current portion, net | 13,462 | 14,942 | ||
| Prepaid expenses and other current assets | 21,072 | 19,742 | ||
| Total current assets | 302,249 | 209,222 | ||
| Property and equipment, net | 74,953 | 76,335 | ||
| Operating lease right-of-use assets, net | 16,026 | 12,926 | ||
| Costs capitalized to obtain revenue contracts, noncurrent, net | 23,735 | 24,051 | ||
| Goodwill | 1,019,375 | 1,071,152 | ||
| Intangible assets, net | 154,571 | 142,841 | ||
| Investments | 9,294 | 7,262 | ||
| Long-term prepaid expenses and other assets | 10,178 | 17,385 | ||
| Total assets | $ | 1,610,381 | $ | 1,561,174 |
| Liabilities, redeemable non-controlling interest, and stockholders’ equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 13,640 | $ | 12,527 |
| Accrued expenses and other current liabilities | 39,865 | 37,536 | ||
| Deferred revenue, current portion | 191,174 | 152,065 | ||
| Financing obligations, current portion | 1,680 | 1,831 | ||
| Operating lease liabilities, current portion | 5,153 | 4,124 | ||
| Total current liabilities | 251,512 | 208,083 | ||
| Operating lease liabilities, noncurrent | 12,819 | 10,140 | ||
| Deferred income taxes, noncurrent | 13,851 | 18,016 | ||
| Deferred revenue, noncurrent | 269 | 121 | ||
| Revolving credit facility, noncurrent | 166,000 | 203,500 | ||
| Financing obligations, noncurrent | 51,172 | 49,776 | ||
| Other long-term liabilities | 17,160 | 17,615 | ||
| Total liabilities | 512,783 | 507,251 | ||
| Commitments and contingencies | ||||
| Redeemable non-controlling interest | 8,286 | 12,435 | ||
| Stockholders’ equity | ||||
| Common stock | 58 | 59 | ||
| Treasury stock, at cost | — | (100,343) | ||
| Additional paid-in capital | 1,474,413 | 1,526,923 | ||
| Accumulated other comprehensive income (loss) | 176 | (760) | ||
| Accumulated deficit | (385,335) | (384,391) | ||
| Total stockholders’ equity | 1,089,312 | 1,041,488 | ||
| Total liabilities, redeemable non-controlling interest, and stockholders’ equity | $ | 1,610,381 | $ | 1,561,174 |
nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended October 31, | Nine Months Ended October 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||||||
| Revenues | ||||||||||||
| Subscription | $ | 119,894 | $ | 133,411 | $ | 344,211 | $ | 389,751 | ||||
| Professional services and other | 18,903 | 18,752 | 55,076 | 55,364 | ||||||||
| Total revenues | 138,797 | 152,163 | 399,287 | 445,115 | ||||||||
| Cost of revenues | ||||||||||||
| Subscription | 33,769 | 37,426 | 98,916 | 111,543 | ||||||||
| Professional services and other | 19,976 | 21,051 | 59,940 | 65,319 | ||||||||
| Total cost of revenues | 53,745 | 58,477 | 158,856 | 176,862 | ||||||||
| Gross profit | 85,052 | 93,686 | 240,431 | 268,253 | ||||||||
| Gross margin % | 61 | % | 62 | % | 60 | % | 60 | % | ||||
| Operating expenses | ||||||||||||
| Sales and marketing | 29,729 | 33,107 | 89,487 | 103,343 | ||||||||
| Research and development | 33,039 | 29,541 | 97,291 | 97,549 | ||||||||
| General and administrative | 23,108 | 19,322 | 66,046 | 66,454 | ||||||||
| Total operating expenses | 85,876 | 81,970 | 252,824 | 267,346 | ||||||||
| Income (loss) from operations | (824) | 11,716 | (12,393) | 907 | ||||||||
| Non-operating income (expense) | ||||||||||||
| Interest income | 482 | 339 | 1,408 | 1,269 | ||||||||
| Interest expense | (1,653) | (4,335) | (4,965) | (13,229) | ||||||||
| Other income (expense), net | 432 | 200 | (162) | 17,014 | ||||||||
| Income (loss) before income taxes | (1,563) | 7,920 | (16,112) | 5,961 | ||||||||
| Income tax provision (benefit) | 2,589 | (695) | 1,360 | 5,048 | ||||||||
| Net income (loss) | (4,152) | 8,615 | (17,472) | 913 | ||||||||
| Net loss attributable to redeemable non-controlling interest | (186) | (33) | (409) | (31) | ||||||||
| Adjustment attributable to redeemable non-controlling interest | 1,286 | 2,109 | 2,205 | 4,100 | ||||||||
| Net income (loss) attributable to nCino, Inc. | $ | (5,252) | $ | 6,539 | $ | (19,268) | $ | (3,156) | ||||
| Net income (loss) per share attributable to nCino, Inc.: | ||||||||||||
| Basic | $ | (0.05) | $ | 0.06 | $ | (0.17) | $ | (0.03) | ||||
| Diluted | $ | (0.05) | $ | 0.06 | $ | (0.17) | $ | (0.03) | ||||
| Weighted average number of common shares outstanding: | ||||||||||||
| Basic | 115,611,833 | 114,407,430 | 114,970,622 | 113,594,540 | ||||||||
| Diluted | 115,611,833 | 115,830,218 | 114,970,622 | 113,594,540 |
nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended October 31, | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| Cash flows from operating activities | ||||
| Net loss attributable to nCino, Inc. | $ | (19,268) | $ | (3,156) |
| Net loss and adjustment attributable to redeemable non-controlling interest | 1,796 | 4,069 | ||
| Net income (loss) | (17,472) | 913 | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
| Depreciation and amortization | 26,132 | 31,998 | ||
| Non-cash operating lease costs | 3,844 | 3,123 | ||
| Amortization of costs capitalized to obtain revenue contracts | 8,724 | 11,024 | ||
| Amortization of debt issuance costs | 60 | 215 | ||
| Stock-based compensation | 53,015 | 52,681 | ||
| Change in fair value of contingent consideration | — | 400 | ||
| Deferred income taxes | (2,496) | 2,579 | ||
| Provision for bad debt | 25 | 150 | ||
| Net foreign currency gains | (658) | (14,178) | ||
| Gains on investments | — | (1,652) | ||
| Loss on disposal of long-lived assets | 35 | 463 | ||
| Change in operating assets and liabilities: | ||||
| Accounts receivable | 50,184 | 63,080 | ||
| Costs capitalized to obtain revenue contracts | (13,199) | (12,445) | ||
| Prepaid expenses and other assets | 656 | 1,482 | ||
| Accounts payable | 55 | (897) | ||
| Accrued expenses and other liabilities | (148) | (12,807) | ||
| Deferred revenue | (41,604) | (46,066) | ||
| Operating lease liabilities | (2,936) | (3,134) | ||
| Other long term liabilities | 1,001 | 198 | ||
| Net cash provided by operating activities | 65,218 | 77,127 | ||
| Cash flows from investing activities | ||||
| Acquisition of business, net of cash acquired | (90,839) | (50,263) | ||
| Acquisition of assets | (450) | — | ||
| Purchases of property and equipment | (1,466) | (7,040) | ||
| Sale of investment | — | 3,684 | ||
| Net cash used in investing activities | (92,755) | (53,619) | ||
| Cash flows from financing activities | ||||
| Repurchases of common stock | — | (100,080) | ||
| Proceeds from borrowings on revolving credit facility | 241,000 | 102,500 | ||
| Payments on revolving credit facility | (75,000) | (65,000) | ||
| Payments of debt issuance costs | (1,382) | — | ||
| Exercise of stock options | 2,223 | 1,566 | ||
| Stock issuance under the employee stock purchase plan | 2,514 | 2,444 | ||
| Principal payments on financing obligations | (916) | (1,245) | ||
| Net cash provided by (used in) financing activities | 168,439 | (59,815) | ||
| Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash | (93) | 2,922 | ||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 140,809 | (33,385) | ||
| Cash, cash equivalents, and restricted cash, beginning of period | 117,444 | 121,267 | ||
| Cash, cash equivalents, and restricted cash, end of period | $ | 258,253 | $ | 87,882 |
nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Reconciliation of cash, cash equivalents, and restricted cash, end of period: | ||||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 257,894 | $ | 87,590 |
| Restricted cash included in prepaid expenses and other current assets | — | 134 | ||
| Restricted cash included in long-term prepaid expenses and other assets | 359 | 158 | ||
| Total cash, cash equivalents, and restricted cash, end of period | $ | 258,253 | $ | 87,882 |
Non-GAAP Financial Measures
In nCino’s public disclosures, nCino has provided non-GAAP measures, which are measurements of financial performance that have not been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. In addition to its GAAP measures, nCino uses these non-GAAP financial measures internally for budgeting and resource allocation purposes and in analyzing our financial results. For the reasons set forth below, nCino believes that excluding the following items provides information that is helpful in understanding our operating results, evaluating our future prospects, comparing our financial results across accounting periods, and comparing our financial results to our peers, many of which provide similar non-GAAP financial measures.
•Amortization of Purchased Intangibles. nCino incurs amortization expense for purchased intangible assets in connection with certain mergers and acquisitions. Because these costs have already been incurred, cannot be recovered, are non-cash, and are affected by the inherent subjective nature of purchase price allocations, nCino excludes these expenses for our internal management reporting processes. nCino’s management also finds it useful to exclude these charges when assessing the appropriate level of various operating expenses and resource allocations when budgeting, planning and forecasting future periods. Although nCino excludes amortization expense for purchased intangibles from these non-GAAP measures, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.
•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.
•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 and one-time integration activities. We believe these costs are non-recurring in nature and outside the ordinary course of business.
•Litigation Expenses. nCino excludes fees and expenses related to litigation expenses incurred from legal matters outside the ordinary course of our business as we believe their exclusion from non-GAAP operating expenses will facilitate a more meaningful explanation of operating results and comparisons with prior period results.
•Restructuring Costs. nCino excludes costs incurred related to bespoke restructuring plans and other one-time costs, if any, that are fundamentally different in strategic nature and frequency from ongoing initiatives. We believe excluding these costs facilitates a more consistent comparison of operating performance over time. Adjustments to stock-based compensation in connection with restructuring events, if any, are presented in Stock-Based Compensation Expenses.
•Intercompany Foreign Currency Exchange Gains/Losses. Beginning with the first quarter of fiscal 2026, nCino adjusts for foreign currency exchange gains and losses primarily from the remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity. We believe foreign currency gains and losses on intercompany loans and transactions is not indicative of our results and business outlook. Prior period amounts have been recast to reflect this change.
•Tax (Benefit) Provision Related to Acquisitions. Upon certain acquisitions, nCino may adjust the valuation allowance against deferred tax assets, resulting in a one-time tax benefit or provision recorded in income tax (benefit) provision. We believe that the exclusion of this benefit or provision from our non-GAAP net loss attributable to nCino and non-GAAP net loss attributable to nCino per share provides a more direct comparison to all periods presented.
•Income Tax Effect on Non-GAAP Adjustments. The income tax effects are related to the imputed tax impact on the difference between GAAP and non-GAAP costs and expenses.
•Adjustment to Redeemable Non-Controlling Interest. nCino adjusts the value of redeemable non-controlling interest of its joint venture nCino K.K. in accordance with the operating agreement for that entity. nCino believes investors benefit from an understanding of the company’s operating results absent the effect of this adjustment, and for comparability, has reconciled this adjustment for previously reported non-GAAP results.
There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures provided by other companies. The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon our reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by nCino’s management about which items are adjusted to calculate its non-GAAP financial measures. nCino compensates for these limitations by analyzing current and future results on a GAAP basis as well as a non-GAAP basis and also by providing GAAP measures in its public disclosures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. nCino encourages investors and others to review our financial information in its entirety, not to rely on any single financial measure to evaluate our business, and to view our non-GAAP financial measures in conjunction with the most directly comparable GAAP financial measures. A reconciliation of GAAP to the non-GAAP financial measures has been provided in the tables below.
nCino, Inc.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended October 31, | Nine Months Ended October 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||||||
| GAAP total revenues | $ | 138,797 | $ | 152,163 | $ | 399,287 | $ | 445,115 | ||||
| GAAP cost of subscription revenues | $ | 33,769 | $ | 37,426 | $ | 98,916 | $ | 111,543 | ||||
| Amortization expense - developed technology | (4,404) | (5,111) | (12,926) | (15,301) | ||||||||
| Stock-based compensation | (733) | (804) | (2,088) | (2,298) | ||||||||
| Restructuring charges | — | — | — | (496) | ||||||||
| Non-GAAP cost of subscription revenues | $ | 28,632 | $ | 31,511 | $ | 83,902 | $ | 93,448 | ||||
| GAAP cost of professional services and other revenues | $ | 19,976 | $ | 21,051 | $ | 59,940 | $ | 65,319 | ||||
| Amortization expense - other | (82) | — | (247) | (165) | ||||||||
| Stock-based compensation | (2,940) | (3,230) | (8,699) | (9,299) | ||||||||
| Restructuring charges | — | — | — | (722) | ||||||||
| Non-GAAP cost of professional services and other revenues | $ | 16,954 | $ | 17,821 | $ | 50,994 | $ | 55,133 | ||||
| GAAP gross profit | $ | 85,052 | $ | 93,686 | $ | 240,431 | $ | 268,253 | ||||
| Amortization expense - developed technology | 4,404 | 5,111 | 12,926 | 15,301 | ||||||||
| Amortization expense - other | 82 | — | 247 | 165 | ||||||||
| Stock-based compensation | 3,673 | 4,034 | 10,787 | 11,597 | ||||||||
| Restructuring charges | — | — | — | 1,218 | ||||||||
| Non-GAAP gross profit | $ | 93,211 | $ | 102,831 | $ | 264,391 | $ | 296,534 | ||||
| The following table sets forth reconciling items as a percentage of total revenue for the periods presented.1 | ||||||||||||
| GAAP gross margin % | 61 | % | 62 | % | 60 | % | 60 | % | ||||
| Amortization expense - developed technology | 3 | 3 | 3 | 3 | ||||||||
| Amortization expense - other | — | — | — | — | ||||||||
| Stock-based compensation | 3 | 3 | 3 | 3 | ||||||||
| Restructuring charges | — | — | — | — | ||||||||
| Non-GAAP gross margin % | 67 | % | 68 | % | 66 | % | 67 | % | ||||
| GAAP sales & marketing expense | $ | 29,729 | $ | 33,107 | $ | 89,487 | $ | 103,343 | ||||
| Amortization expense - customer relationships | (2,736) | (3,629) | (7,889) | (10,840) | ||||||||
| Amortization expense - trade name | (107) | (383) | (254) | (1,191) | ||||||||
| Amortization expense - other | (28) | (28) | (72) | (84) | ||||||||
| Stock-based compensation | (4,394) | (4,008) | (12,534) | (10,682) | ||||||||
| Acquisition-related expenses | — | — | — | (335) | ||||||||
| Restructuring charges | — | (75) | — | (1,458) | ||||||||
| Non-GAAP sales & marketing expense | $ | 22,464 | $ | 24,984 | $ | 68,738 | $ | 78,753 | ||||
| GAAP research & development expense | $ | 33,039 | $ | 29,541 | $ | 97,291 | $ | 97,549 | ||||
| Stock-based compensation | (4,208) | (4,096) | (13,720) | (11,896) | ||||||||
| Acquisition-related expenses | — | (234) | — | (690) | ||||||||
| Restructuring charges | — | — | — | (4,026) | ||||||||
| Non-GAAP research & development expense | $ | 28,831 | $ | 25,211 | $ | 83,571 | $ | 80,937 |
nCino, Inc.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended October 31, | Nine Months Ended October 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||||||
| GAAP general & administrative expense | $ | 23,108 | $ | 19,322 | $ | 66,046 | $ | 66,454 | ||||
| Stock-based compensation | (5,696) | (6,113) | (15,974) | (18,506) | ||||||||
| Acquisition-related expenses | (3,423) | (443) | (9,410) | (2,376) | ||||||||
| Litigation expenses | (115) | — | (365) | — | ||||||||
| Restructuring charges | — | 11 | — | (3,427) | ||||||||
| Non-GAAP general & administrative expense | $ | 13,874 | $ | 12,777 | $ | 40,297 | $ | 42,145 | ||||
| GAAP income (loss) from operations | $ | (824) | $ | 11,716 | $ | (12,393) | $ | 907 | ||||
| Amortization of intangible assets | 7,357 | 9,151 | 21,388 | 27,581 | ||||||||
| Stock-based compensation | 17,971 | 18,251 | 53,015 | 52,681 | ||||||||
| Acquisition-related expenses | 3,423 | 677 | 9,410 | 3,401 | ||||||||
| Litigation expenses | 115 | — | 365 | — | ||||||||
| Restructuring charges | — | 64 | — | 10,129 | ||||||||
| Non-GAAP operating income | $ | 28,042 | $ | 39,859 | $ | 71,785 | $ | 94,699 | ||||
| The following table sets forth reconciling items as a percentage of total revenue for the periods presented.1 | ||||||||||||
| GAAP operating margin % | (1) | % | 8 | % | (3) | % | — | % | ||||
| Amortization of intangible assets | 5 | 6 | 5 | 6 | ||||||||
| Stock-based compensation | 13 | 12 | 13 | 12 | ||||||||
| Acquisition-related expenses | 2 | — | 2 | 1 | ||||||||
| Litigation expenses | — | — | — | — | ||||||||
| Restructuring charges | — | — | — | 2 | ||||||||
| Non-GAAP operating margin % | 20 | % | 26 | % | 18 | % | 21 | % | ||||
| GAAP net income (loss) attributable to nCino, Inc. | $ | (5,252) | $ | 6,539 | $ | (19,268) | $ | (3,156) | ||||
| Amortization of intangible assets | 7,357 | 9,151 | 21,388 | 27,581 | ||||||||
| Stock-based compensation | 17,971 | 18,251 | 53,015 | 52,681 | ||||||||
| Acquisition-related expenses | 3,423 | 677 | 9,410 | 3,401 | ||||||||
| Litigation expenses | 115 | — | 365 | — | ||||||||
| Restructuring charges | — | 64 | — | 10,129 | ||||||||
| Intercompany foreign currency exchange (gain)/loss2 | (640) | (179) | (74) | (15,129) | ||||||||
| Tax provision (benefit) related to acquisition | — | — | (3,609) | 553 | ||||||||
| Income tax effect on non-GAAP adjustments3 | (198) | (847) | (961) | (314) | ||||||||
| Adjustment attributable to redeemable non-controlling interest | 1,286 | 2,109 | 2,205 | 4,100 | ||||||||
| Non-GAAP net income attributable to nCino, Inc. | $ | 24,062 | $ | 35,765 | $ | 62,471 | $ | 79,846 |
nCino, Inc.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended October 31, | Nine Months Ended October 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||
| Basic GAAP net income (loss) attributable to nCino, Inc. per share | $ | (0.05) | $ | 0.06 | $ | (0.17) | $ | (0.03) |
| Weighted-average shares used to compute basic GAAP net income (loss) attributable to nCino, Inc. per share | 115,611,833 | 114,407,430 | 114,970,622 | 113,594,540 | ||||
| Diluted GAAP net income (loss) attributable to nCino, Inc. per share | $ | (0.05) | $ | 0.06 | $ | (0.17) | $ | (0.03) |
| Weighted-average shares used to compute diluted GAAP net income (loss) attributable to nCino, Inc. per share | 115,611,833 | 115,830,218 | 114,970,622 | 113,594,540 | ||||
| Basic non-GAAP net income attributable to nCino, Inc. per share | $ | 0.21 | $ | 0.31 | $ | 0.54 | $ | 0.70 |
| Weighted-average shares used to compute basic non-GAAP net income attributable to nCino, Inc. per share | 115,611,833 | 114,407,430 | 114,970,622 | 113,594,540 | ||||
| Diluted non-GAAP net income attributable to nCino, Inc. per share | $ | 0.20 | $ | 0.31 | $ | 0.53 | $ | 0.69 |
| Weighted-average shares used to compute diluted non-GAAP net income attributable to nCino, Inc. per share | 117,416,473 | 115,830,218 | 116,913,806 | 115,102,962 | ||||
| Free cash flow | ||||||||
| Net cash provided by operating activities | $ | 5,777 | $ | 5,071 | $ | 65,218 | $ | 77,127 |
| Purchases of property and equipment | (680) | (174) | (1,466) | (7,040) | ||||
| Free cash flow | $ | 5,097 | $ | 4,897 | $ | 63,752 | $ | 70,087 |
| Principal payments on financing obligations4 | (194) | (421) | (916) | (1,245) | ||||
| Free cash flow less principal payments on financing obligations | $ | 4,903 | $ | 4,476 | $ | 62,836 | $ | 68,842 |
1Columns may not foot due to rounding.
2Effective the beginning of our first quarter for fiscal year 2026, we are excluding intercompany foreign currency exchange gains and losses from the remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity. Prior period amounts have been recast to reflect this change.
3Income tax adjustments for prior periods have been recast related to excluding intercompany foreign currency exchange gains and losses related to intercompany loans and transactions from the remeasurement of intercompany loans and transactions that are denominated in currencies other than the underlying functional currency of the applicable entity as stated in the note above.
4These amounts represent the non-interest component of payments towards financing obligations for facilities.
Document
Exhibit 99.2
nCino Appoints Two New Independent Board Members
Technology executives Andy Yasutake and Diego Dugatkin bring deep AI product innovation and expertise to nCino's Board of Directors
WILMINGTON, NC, December 3, 2025 – nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced that it has appointed Andy Yasutake and Diego Dugatkin to nCino's Board of Directors (“Board”).
"We are very pleased to welcome Andy and Diego to the nCino board," said Sean Desmond, chief executive officer at nCino. "As we advance our vision of intelligent solutions that transform how financial institutions operate globally, Andy and Diego enhance our board’s expertise in AI and product innovation. Andy's leadership in AI and platform innovation at scale, combined with Diego's proven ability to build disruptive products that create market value, will be incredibly valuable as we develop the next generation of intelligent banking solutions. As the worldwide leader in AI banking, these appointments strengthen the balance of technical and functional expertise across the board, driving our thought leadership position for years to come. Their insights will accelerate our digital workforce capabilities and ensure we continue to deliver the most advanced technology to our financial services clients worldwide."
Andy Yasutake is a visionary technology executive with proven experience leading global product, technology, operations, and growth teams at industry-defining companies. Currently serving as senior vice president, global head of strategic growth, ventures & AI at Edgevana, Andy is responsible for all global AI capabilities and technologies, driving innovation at the intersection of distributed infrastructure, Web3, and AI technologies. Throughout his career leading global technology platforms with Airbnb and LinkedIn, Andy has demonstrated deep expertise in building and deploying scalable customer experience architectures, enterprise technology solutions, and data-driven operational strategies that transform how organizations serve millions of users globally. His leadership combines deep technical acumen with a strategic vision for leveraging emerging technologies to create competitive differentiation and operational excellence.
Diego Dugatkin is chief product officer of Box and brings extensive executive and operations experience spanning product management, product definition and development, strategic partnerships, marketing, mergers and acquisitions, and global business development. Throughout his career across some of the largest horizontal platforms globally, like Adobe, Diego has demonstrated a unique ability to identify market opportunities and assemble high-performing teams that deliver innovative solutions. Diego brings a proven track record of creating, building, launching, and developing new products and services that create value through transformative technologies, including artificial intelligence and machine learning. His expertise spans leading AI-powered
product innovation initiatives that drive growth and competitive advantage for organizations navigating rapidly evolving technology landscapes, with a focus on strategic innovation and market expansion.
These Board appointments come as Jeffrey Horing, managing director at Insight Partners, steps down from nCino's Board. “On behalf of the Board, I want to thank Jeff for his tremendous contributions to nCino,” said Pierre Naudé, Executive Chairman of the Board. “Jeff’s knowledge, experience and support have been instrumental in nCino’s growth and success, and we are grateful for his contributions and guidance over the past ten years.”
nCino also announced that upon the expiration of the initial one-year term of Mr. Naudé’s appointment as Executive Chairman of the Board on February 1, 2026, Mr. Naudé will transition from serving as Executive Chairman of the Board to serving as a non-employee director and Chairman of the Board.
Yasutake and Dugatkin join Pierre Naudé, Executive Chairman of the Board; Sean Desmond, CEO of nCino; Justin Nyweide, Lead Independent Director of the Board; Pamela Kilday, former head of operations of Truist Financial; Jon Doyle, senior managing principal and head of the financial services group at Piper Sandler; William Ruh, president of Cairn Capital Management; and William Spruill, co-founder and former CEO of Global Data Consortium, on nCino's Board.
About nCino
nCino (NASDAQ: NCNO) is powering a new era in financial services. The Company was founded to help financial institutions digitize and reengineer business processes to boost efficiencies and create better banking experiences. With over 2,700 customers worldwide - including community banks, credit unions, independent mortgage banks, and the largest financial entities globally - nCino offers a trusted platform of best-in-class, intelligent solutions. By integrating artificial intelligence and actionable insights into its platform, nCino is helping financial institutions consolidate legacy systems to enhance strategic decision-making, improve risk management, and elevate customer satisfaction by cohesively bringing together people, AI and data. For more information, visit www.ncino.com.
Investor Contact
investor@ncino.com
Media Contact
Mara D’Auria
press@ncino.com
Forward-Looking Statements: This press release contains forward-looking statements about nCino's financial and operating results, which include statements regarding nCino’s future performance, outlook, guidance, the benefits from the use of nCino’s solutions, our strategies, and general business conditions. Forward-looking statements generally include actions, events, results, strategies and expectations and are often identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions and the negatives thereof. Any forward-looking statements contained in this press release are based upon nCino’s historical performance and its current plans, estimates, and expectations and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent nCino’s expectations as of the date of this press release. Subsequent events may cause these expectations to change and, except as may be required by law, nCino does not undertake any obligation to update or revise these forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially including, but not limited to risks associated with (i) adverse changes in the financial services industry, including as a result of customer consolidation or bank failures; (ii) adverse changes in economic, regulatory, or market conditions, including as a direct or indirect consequence of higher interest rates; (iii) risks associated with acquisitions we undertake, (iv) breaches in our security measures or unauthorized access to our customers’ or their clients' data; (v) the accuracy of management’s assumptions and estimates; (vi) our ability to attract new customers and succeed in having current customers expand their use of our solution, including in connection with our migration to an asset-based pricing model; (vii) competitive factors, including pricing pressures and migration to asset-based pricing, consolidation among competitors, entry of new competitors, the launch of new products and marketing initiatives by our competitors, and difficulty securing rights to access or integrate with third party products or data used by our customers; (viii) the rate of adoption of our newer solutions and the results of our efforts to sustain or expand the use and adoption of our more established solutions; (ix) fluctuation of our results of operations, which may make period-to-period comparisons
less meaningful; (x) our ability to manage our growth effectively including expanding outside of the United States; (xi) adverse changes in our relationship with Salesforce; (xii) our ability to successfully acquire new companies and/or integrate acquisitions into our existing organization; (xiii) the loss of one or more customers, particularly any of our larger customers, or a reduction in the number of users our customers purchase access and use rights for; (xiv) system unavailability, system performance problems, or loss of data due to disruptions or other problems with our computing infrastructure or the infrastructure we rely on that is operated by third parties; (xv) our ability to maintain our corporate culture and attract and retain highly skilled employees; and (xvi) the outcome and impact of legal proceedings and related fees and expenses.