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0001902733FALSE00019027332025-04-012025-04-01

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): April 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 April 1, 2025, nCino, Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended January 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 7.01    Regulation FD Disclosure.
On April 1, 2025, the Company posted an investor presentation to its website at www.ncino.com (the “Investor Presentation”). A copy of the Investor Presentation is furnished herewith as Exhibits 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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. By furnishing the information contained in the Investor Presentation, the Company makes no admission as to the materiality of any information in the Investor Presentation that is required to be disclosed solely by reason of Regulation FD.
Item 8.01    Stock Repurchase Plan.
On April 1, 2025, the Company issued a press release announcing that its board of directors authorized a stock repurchase program to acquire up to $100,000,000 of the Company's outstanding common stock. The Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, 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 Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The repurchase program does not obligate the Company to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of nCino’s Board of Directors. A copy of the press release is furnished herewith as Exhibit 99.3 to the Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
99.2
99.3
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: April 1, 2025 By: /s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer

EX-99.1 2 fourthquarterearningspress.htm EX-99.1 Document
Exhibit 99.1
ncinologoa.jpg

nCino Reports Fourth Quarter and Fiscal Year 2025 Financial Results
Q4 Total Revenues of $141.4M, up 14% year-over-year
Fiscal Year 2025 Total Revenues of $540.7M, up 13% year-over-year
Q4 Subscription Revenues of $125.0M, up 16% year-over-year
Fiscal Year 2025 Subscription Revenues of $469.2M, up 15% year-over-year


WILMINGTON, N.C., April 1, 2025 -- nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced financial results for the fourth quarter and fiscal year 2025, ended January 31, 2025.
"We ended the year strong, with meaningful year-over-year subscription revenues and ACV growth, while continuing to realize efficiencies across our operations," said Sean Desmond, Chief Executive Officer at nCino. "With AI embedded across our onboarding, account opening, lending and portfolio management offerings that span commercial, consumer, small business and mortgage lines of business globally, nCino is uniquely positioned to seize the vertical AI market opportunity as we continue the journey of delivering long-term value to our stakeholders.”

“Reflecting confidence in our strategy and commitment to allocating capital where it can generate stockholder value, we are pleased to announce our Board of Directors has authorized a Stock Repurchase Program whereby nCino may repurchase up to $100,000,000 of nCino’s outstanding common stock,” said Greg Orenstein, Chief Financial Officer at nCino.

Fourth Quarter Fiscal 2025 Financial Highlights
•Revenues: Total revenues for the fourth quarter of fiscal 2025 were $141.4 million, a 14% increase from $123.7 million in the fourth quarter of fiscal 2024. Subscription revenues for the fourth quarter were $125.0 million, up from $107.5 million one year ago, an increase of 16%.
•Income (Loss) from Operations: GAAP loss from operations in the fourth quarter of fiscal 2025 was $(5.7) million compared to $(3.2) million in the same quarter of fiscal 2024. Non-GAAP operating income in the fourth quarter was $24.4 million compared to $19.3 million in the fourth quarter of fiscal 2024, an increase of 26%.
•Net Income (Loss) Attributable to nCino: GAAP net loss attributable to nCino in the fourth quarter of fiscal 2025 was $(18.6) million compared to GAAP net income attributable to nCino of $1.2 million in the fourth quarter of fiscal 2024. Non-GAAP net income attributable to nCino in the fourth quarter was $13.9 million compared to $23.8 million in the fourth quarter of fiscal 2024. Non-GAAP net income attributable to nCino in the fourth quarter was impacted by approximately $(10.3) million due to non-operating, predominantly non-cash foreign currency fluctuations on intercompany loans.






•Net Income (Loss) Attributable to nCino per Share: GAAP net loss attributable to nCino in the fourth quarter of fiscal 2025 was $(0.16) per basic and diluted share compared to GAAP net income attributable to nCino per diluted share of $0.01 in the fourth quarter of fiscal 2024. Non-GAAP net income attributable to nCino in the fourth quarter was $0.12 per diluted share compared to $0.21 per diluted share in the fourth quarter of fiscal 2024. Non-GAAP net income attributable to nCino per diluted share in the fourth quarter was impacted by $(0.09) due to non-operating, predominantly non-cash foreign currency fluctuations on intercompany loans.
•Cash: As of of January 31, 2025, cash, cash equivalents, and restricted cash were $121.3 million and $166.0 million was outstanding under nCino's revolving credit facility.

Full Year Fiscal 2025 Financial Highlights
•Revenues: Total revenues for fiscal 2025 were $540.7 million, a 13% increase from $476.5 million in fiscal 2024. Subscription revenues for fiscal 2025 were $469.2 million, up from $409.5 million in fiscal 2024, an increase of 15%.
•Income (Loss) from Operations: GAAP loss from operations for fiscal year 2025 was $(18.1) million compared to $(39.5) million in fiscal 2024. Non-GAAP operating income for fiscal 2025 was $96.2 million compared to $61.8 million in fiscal 2024, an increase of 56%.
•Net Income (Loss) Attributable to nCino: GAAP net loss attributable to nCino for fiscal 2025 was $(37.9) million compared to $(42.3) million in fiscal 2024. Non-GAAP net income attributable to nCino for fiscal 2025 was $76.1 million compared to $58.0 million in fiscal 2024. Non-GAAP net income attributable to nCino was impacted by approximately $(10.5) million in fiscal 2025 due to non-operating, predominantly non-cash foreign currency fluctuations on intercompany loans.
•Net Income (Loss) Attributable to nCino per Share: GAAP net loss attributable to nCino for fiscal 2025 was $(0.33) per basic and diluted share compared to $(0.38) per basic and diluted share in fiscal 2024. Non-GAAP net income attributable to nCino for fiscal 2025 was $0.65 per diluted share compared to a $0.50 per diluted share in fiscal 2024. Non-GAAP net income attributable to nCino per diluted share was impacted by $(0.09) in fiscal 2025 due to non-operating, predominantly non-cash foreign currency fluctuations on intercompany loans.
•Annual Contract Value (ACV): On a reported basis, ACV as of January 31, 2025, was $516.4 million, an increase of 13% year over year, or 8% on an organic basis. On a constant currency basis, ACV increased 14% year over year, or 9% on an organic basis. nCino defines ACV as the highest annualized subscription fee obligation under customer contracts in effect at the end of the reporting period, converted to USD with foreign exchange rates in effect as of the end of the applicable period.

Stock Repurchase Program
•nCino's Board of Directors authorized a Stock Repurchase Program under which the Company may repurchase up to $100,000,000 (One-Hundred Million Dollars) of the Company’s outstanding common stock.







Recent Business Highlights
•Announced Appointment of Sean Desmond as President and CEO: Sean Desmond announced as President & CEO and member of the Company's Board of Directors. Desmond succeeds Pierre Naudé, who becomes Executive Chairman.
•Acquired Sandbox Banking: The acquisition strengthens nCino's ability to enhance data connectivity and streamline operations for banks and credit unions through an industry-leading Integration Platform as a Service (iPaaS) solution for a more intelligent and harmonious technology platform.     
•Selected by a Top-50 Bank in the U.S. for Consumer Lending: A top-50 U.S. bank by assets expanded their use of nCino to include Consumer Lending, Automated Spreading, and Banking Advisor.
•Expanded Relationship with Top-4 Bank in the U.S. with Banking Advisor: A top-4 U.S. bank by assets adopted Banking Advisor to build on automation and efficiencies already achieved with nCino.
•Signed first customer in the Czech Republic: Československá obchodní banka (CSOB) selected the nCino Platform to digitize and streamline its Commercial & SME Lending operations.

Financial Outlook
nCino is providing guidance for its first quarter ending April 30, 2025, as follows:
•Total revenues between $138.75 million and $140.75 million.
•Subscription revenues between $121.75 million and $123.75 million.
•Non-GAAP operating income between $22.5 million and $24.5 million.
•Non-GAAP net income attributable to nCino per diluted share of $0.15 to $0.16.

nCino is providing guidance for its fiscal year 2026 ending January 31, 2026, as follows:
•Total revenues between $574.5 million and $578.5 million.
•Subscription revenues between $503.0 million and $507.0 million.
•Non-GAAP operating income between $107.0 million and $111.0 million.
•Non-GAAP net income attributable to nCino per diluted share of $0.66 to $0.69.
•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.

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.







Additional risks and uncertainties that could affect nCino’s business and financial results are included in our reports filed with the U.S. Securities and Exchange Commission (available on our web site at www.ncino.com or the SEC's web site at www.sec.gov). Further information on potential risks that could affect actual results will be included in other filings nCino makes with the SEC from time to time.


nCino, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
January 31, 2024 January 31, 2025
Assets
Current assets
Cash and cash equivalents $ 112,085  $ 120,928 
Accounts receivable, net
112,975  146,787 
Costs capitalized to obtain revenue contracts, current portion, net 10,544  13,462 
Prepaid expenses and other current assets 15,171  21,072 
Total current assets 250,775  302,249 
Property and equipment, net 79,145  74,953 
Operating lease right-of-use assets, net 19,261  16,026 
Costs capitalized to obtain revenue contracts, noncurrent, net 17,425  23,735 
Goodwill 838,869  1,019,375 
Intangible assets, net 115,572  154,571 
Investments 9,294  9,294 
Long-term prepaid expenses and other assets 10,089  10,178 
Total assets $ 1,340,430  $ 1,610,381 
Liabilities, redeemable non-controlling interest, and stockholders’ equity
Current liabilities
Accounts payable $ 11,842  $ 13,640 
Accrued compensation and benefits 16,283  23,626 
Accrued expenses and other current liabilities 10,847  16,239 
Deferred revenue 170,941  191,174 
Financing obligations, current portion 1,474  1,680 
Operating lease liabilities, current portion 3,649  5,153 
Total current liabilities 215,036  251,512 
Operating lease liabilities, noncurrent 16,423  12,819 
Deferred income taxes, noncurrent 3,687  13,851 
Deferred revenue, noncurrent —  269 
Revolving credit facility, noncurrent —  166,000 
Financing obligations, noncurrent 52,680  51,172 
Other long-term liabilities —  17,160 
Total liabilities 287,826  512,783 
Commitments and contingencies
Redeemable non-controlling interest 3,428  8,286 
Stockholders’ equity
Common stock 57  58 
Additional paid-in capital 1,400,881  1,474,413 
Accumulated other comprehensive income 996  176 
Accumulated deficit (352,758) (385,335)
Total stockholders’ equity 1,049,176  1,089,312 
Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 1,340,430  $ 1,610,381 


nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended January 31, Fiscal Year Ended January 31,
2024 2025 2024 2025
Revenues
Subscription $ 107,483  $ 124,957  $ 409,479  $ 469,168 
Professional services and other 16,210  16,413  67,064  71,489 
Total revenues 123,693  141,370  476,543  540,657 
Cost of revenues
Subscription 31,380  36,016  120,861  134,932 
Professional services and other 17,830  20,997  70,609  80,937 
Total cost of revenues 49,210  57,013  191,470  215,869 
Gross profit 74,483  84,357  285,073  324,788 
Gross margin % 60  % 60  % 60  % 60  %
Operating expenses
Sales and marketing 29,996  33,744  130,547  123,231 
Research and development 30,184  32,131  117,311  129,422 
General and administrative 17,488  24,220  76,727  90,266 
Total operating expenses 77,668  90,095  324,585  342,919 
Loss from operations (3,185) (5,738) (39,512) (18,131)
Non-operating income (expense)
Interest income 510  353  2,567  1,761 
Interest expense (858) (3,798) (4,135) (8,763)
Other income (expense), net 1,777  (10,265) (856) (10,427)
Loss before income taxes (1,756) (19,448) (41,936) (35,560)
Income tax provision (benefit) (3,130) (3,871) 1,590  (2,511)
Net income (loss) 1,374  (15,577) (43,526) (33,049)
Net loss attributable to redeemable non-controlling interest (241) (63) (1,109) (472)
Adjustment attributable to redeemable non-controlling interest 455  3,096  (71) 5,301 
Net income (loss) attributable to nCino, Inc. $ 1,160  $ (18,610) $ (42,346) $ (37,878)
Net income (loss) per share attributable to nCino, Inc.:
Basic $ 0.01  $ (0.16) $ (0.38) $ (0.33)
Diluted $ 0.01  $ (0.16) $ (0.38) $ (0.33)
Weighted average number of common shares outstanding:
Basic 113,263,176  115,826,652  112,672,397  115,162,175 
Diluted 115,782,532  115,826,652  112,672,397  115,162,175 


nCino, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Fiscal Year Ended January 31,
2024 2025
Cash flows from operating activities
Net loss attributable to nCino, Inc. $ (42,346) $ (37,878)
Net loss and adjustment attributable to redeemable non-controlling interest (1,180) 4,829 
Net loss (43,526) (33,049)
Adjustments to reconcile net loss to net cash provided by activities:
Depreciation and amortization 45,264  36,345 
Non-cash operating lease costs 4,534  4,960 
Amortization of costs capitalized to obtain revenue contracts 9,934  12,003 
Amortization of debt issuance costs 184  131 
Stock-based compensation 58,035  71,592 
Deferred income taxes (2,340) (7,118)
Provision for bad debt 1,081  85 
Net foreign currency losses 670  8,675 
Unrealized gain on investment (263) — 
Loss on disposal of long-lived assets 150  35 
Change in operating assets and liabilities:
Accounts receivable (14,325) (31,389)
Costs capitalized to obtain revenue contracts (10,348) (21,453)
Prepaid expenses and other assets 1,872  (7,060)
Accounts payable 525  (190)
Accrued expenses and other current liabilities (5,981) 10,165 
Deferred revenue 15,902  13,807 
Operating lease liabilities (4,083) (3,785)
Other long-term liabilities —  1,445 
Net cash provided by operating activities 57,285  55,199 
Cash flows from investing activities
Acquisition of business, net of cash acquired —  (216,911)
Acquisition of assets (356) (450)
Purchases of property and equipment (3,515) (1,816)
Proceeds from sale of property and equipment 43  — 
Purchase of investments (2,500) — 
Net cash used in investing activities (6,328) (219,177)
Cash flows from financing activities
Investment from redeemable non-controlling interest 983  — 
Proceeds from borrowings on revolving credit facility —  241,000 
Payments on revolving credit facility (30,000) (75,000)
Payments of debt issuance costs —  (1,484)
Exercise of stock options 4,469  2,796 
Stock issuance under the employee stock purchase plan 4,661  4,468 
Principal payments on financing obligations (1,226) (1,302)
Net cash provided by (used in) financing activities (21,113) 170,478 
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash 182  (2,677)
Net increase in cash, cash equivalents, and restricted cash 30,026  3,823 
Cash, cash equivalents, and restricted cash, beginning of period 87,418  117,444 
Cash, cash equivalents, and restricted cash, end of period $ 117,444  $ 121,267 
Reconciliation of cash, cash equivalents, and restricted cash, end of period:
Cash and cash equivalents $ 112,085  $ 120,928 
Restricted cash included in long-term prepaid expenses and other assets 5,359  339 
Total cash, cash equivalents, and restricted cash, end of period $ 117,444  $ 121,267 



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 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 are presented in Stock-Based Compensation Expenses.




•Tax (Benefit) Provision Related to Acquisitions. Upon certain acquisitions, nCino reduced the valuation allowance against U.S. deferred tax assets, resulting in a one-time tax benefit recorded in Income tax (benefit) provision. We believe that the exclusion of this benefit 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.

•Intercompany Foreign Currency Exchange Gain/Loss. Beginning with the first quarter of fiscal 2026, nCino adjusts for foreign currency exchange gains and losses due to intercompany loans that are denominated in currencies other than the underlying functional currency of the applicable entity.

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 January 31, Fiscal Year Ended January 31,
2024 2025 2024 2025
GAAP total revenues $ 123,693  $ 141,370  $ 476,543  $ 540,657 
GAAP cost of subscription revenues $ 31,380  $ 36,016  $ 120,861  $ 134,932 
Amortization expense - developed technology (3,875) (4,858) (16,306) (17,784)
Stock-based compensation (533) (803) (1,847) (2,891)
Restructuring charges1
—  —  (51) — 
Non-GAAP cost of subscription revenues $ 26,972  $ 30,355  $ 102,657  $ 114,257 
GAAP cost of professional services and other revenues $ 17,830  $ 20,997  $ 70,609  $ 80,937 
Amortization expense - other (83) (83) (330) (330)
Stock-based compensation (2,709) (3,278) (9,369) (11,977)
Restructuring charges1
—  —  (118) — 
Non-GAAP cost of professional services and other revenues $ 15,038  $ 17,636  $ 60,792  $ 68,630 
GAAP gross profit $ 74,483  $ 84,357  $ 285,073  $ 324,788 
Amortization expense - developed technology 3,875  4,858  16,306  17,784 
Amortization expense - other 83  83  330  330 
Stock-based compensation 3,242  4,081  11,216  14,868 
Restructuring charges1
—  —  169  — 
Non-GAAP gross profit $ 81,683  $ 93,379  $ 313,094  $ 357,770 
The following table sets forth reconciling items as a percentage of total revenue for the periods presented.2
GAAP gross margin % 60  % 60  % 60  % 60  %
Amortization expense - developed technology
Amortization expense - other —  —  —  — 
Stock-based compensation
Restructuring charges1
—  —  —  — 
Non-GAAP gross margin % 66  % 66  % 66  % 66  %
GAAP sales & marketing expense $ 29,996  $ 33,744  $ 130,547  $ 123,231 
Amortization expense - customer relationships (2,167) (3,367) (8,669) (11,256)
Amortization expense - trade name —  (369) (11,921) (623)
Amortization expense - other —  (28) —  (100)
Acquisition-related expenses —  (46) —  (46)
Stock-based compensation (4,223) (4,482) (15,417) (17,016)
Restructuring charges1
—  —  (100) — 
Non-GAAP sales & marketing expense $ 23,606  $ 25,452  $ 94,440  $ 94,190 
GAAP research & development expense $ 30,184  $ 32,131  $ 117,311  $ 129,422 
Stock-based compensation (4,277) (3,696) (15,942) (17,416)
Acquisition-related expenses —  (896) —  (896)
Restructuring charges1
—  —  (352) — 


nCino, Inc.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands, except share and per share data)
(Unaudited)

Three Months Ended January 31, Fiscal Year Ended January 31,
2024 2025 2024 2025
Non-GAAP research & development expense $ 25,907  $ 27,539  $ 101,017  $ 111,110 
GAAP general & administrative expense $ 17,488  $ 24,220  $ 76,727  $ 90,266 
Stock-based compensation (4,324) (6,318) (15,460) (22,292)
Acquisition-related expenses (244) (1,893) (878) (11,303)
Litigation expenses (23) (1) (4,525) (366)
Restructuring charges1
—  —  (6) — 
Non-GAAP general & administrative expense $ 12,897  $ 16,008  $ 55,858  $ 56,305 
GAAP loss from operations $ (3,185) $ (5,738) $ (39,512) $ (18,131)
Amortization of intangible assets 6,125  8,705  37,226  30,093 
Stock-based compensation 16,066  18,577  58,035  71,592 
Acquisition-related expenses 244  2,835  878  12,245 
Litigation expenses 23  4,525  366 
Restructuring charges1
—  —  627  — 
Non-GAAP operating income $ 19,273  $ 24,380  $ 61,779  $ 96,165 
The following table sets forth reconciling items as a percentage of total revenue for the periods presented.2
GAAP operating margin % (3) % (4) % (8) % (3) %
Amortization of intangible assets
Stock-based compensation 13  13  12  13 
Acquisition-related expenses —  — 
Litigation expenses —  —  — 
Restructuring charges1
—  —  —  — 
Non-GAAP operating margin % 16  % 17  % 13  % 18  %
GAAP net income (loss) attributable to nCino, Inc. $ 1,160  $ (18,610) $ (42,346) $ (37,878)
Amortization of intangible assets 6,125  8,705  37,226  30,093 
Stock-based compensation 16,066  18,577  58,035  71,592 
Acquisition-related expenses 244  2,835  878  12,245 
Litigation expenses 23  4,525  366 
Restructuring charges1
—  —  627  — 
Tax (benefit) provision related to acquisitions —  24  —  (3,585)
Income tax effect on non-GAAP adjustments (269) (770) (885) (2,014)
Adjustment attributable to redeemable non-controlling interest 455  3,096  (71) 5,301 
Non-GAAP net income attributable to nCino, Inc. $ 23,804  $ 13,858  $ 57,989  $ 76,120 
Basic GAAP net income (loss) attributable to nCino, Inc. per share $ 0.01  $ (0.16) $ (0.38) $ (0.33)
Weighted-average shares used to compute basic GAAP net income (loss) attributable to nCino, Inc. per share 113,263,176  115,826,652  112,672,397  115,162,175 


nCino, Inc.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (CONTINUED)
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended January 31, Fiscal Year Ended January 31,
2024 2025 2024 2025
Diluted GAAP net income (loss) attributable to nCino, Inc. per share $ 0.01  $ (0.16) $ (0.38) $ (0.33)
Weighted-average shares used to compute diluted GAAP net income (loss) attributable to nCino, Inc. per share 115,782,532  115,826,652  112,672,397  115,162,175 
Basic non-GAAP net income attributable to nCino, Inc. per share $ 0.21  $ 0.12  $ 0.51  $ 0.66 
Weighted-average shares used to compute basic non-GAAP net income attributable to nCino, Inc. per share 113,263,176  115,826,652  112,672,397  115,162,175 
Diluted non-GAAP net income attributable to nCino, Inc. per share $ 0.21  $ 0.12  $ 0.50  $ 0.65 
Weighted-average shares used to compute diluted non-GAAP net income attributable to nCino, Inc. per share 115,782,532  118,596,052  114,916,521  117,311,913 
Free cash flow
Net cash provided by (used in) operating activities $ 8,148  $ (10,019) $ 57,285  $ 55,199 
Purchases of property and equipment (432) (350) (3,515) (1,816)
Free cash flow $ 7,716  $ (10,369) $ 53,770  $ 53,383 
Principal payments on financing obligations3
(338) (386) (1,226) (1,302)
Free cash flow less principal payments on financing obligation $ 7,378  $ (10,755) $ 52,544  $ 52,081 
1Stock-based compensation benefit related to restructuring is included in Stock-based compensation.
2Columns may not foot due to rounding.
3These amounts represent the non-interest component of payments towards financing obligations for facilities.


CONTACTS
INVESTOR CONTACT
Harrison Masters
nCino
+1 910.734.7743
Harrison.masters@ncino.com
MEDIA CONTACT
Natalia Moose
nCino
Natalia.moose@ncino.com

EX-99.2 3 fourthquarterfiscal2025e.htm EX-99.2 fourthquarterfiscal2025e








• • •


 




Y/Y Subscription Revenues Growth: 16% Subscription % of Total 84% 86% 87% 87% 88%


 












S&M % of revenues R&D % of revenues G&A % of revenues


 




























• • • • • • • • • • • •


 
















EX-99.3 4 stockrepurchasepressreleas.htm EX-99.3 Document
Exhibit 99.3
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nCino Announces Stock Repurchase Program
WILMINGTON, N.C., April 1, 2025 -- nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced that its Board of Directors has authorized a Stock Repurchase Program under which the Company may repurchase up to $100,000,000 of the Company’s outstanding common stock.
“Our stock repurchase authorization reflects the Board’s confidence in our long-term strategy and belief that repurchasing shares of nCino common stock at present valuations is a very attractive use of the Company’s capital,” said Sean Desmond, Chief Executive Officer, nCino. “We are confident in our ability to generate increasing amounts of free cash flow and are committed to continue to strategically deploy capital where we believe it can generate stockholder value.”
Under the repurchase program, the Company may make repurchases, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, 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 Company’s discretion, subject to general market conditions, as well as the Company’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The repurchase program does not obligate the Company to repurchase any specific amount of common stock, has no time limit, and may be modified, suspended, or discontinued at any time without notice at the discretion of nCino’s Board of Directors. The Company currently expects to fund the repurchase program from existing cash and cash equivalents, credit facility capacity and/or future cash flows.
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.


Exhibit 99.3
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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.
Additional risks and uncertainties that could affect nCino’s business and financial results are included in our reports filed with the U.S. Securities and Exchange Commission (available on our web site at www.ncino.com or the SEC's web site at www.sec.gov). Further information on potential risks that could affect actual results will be included in other filings nCino makes with the SEC from time to time.