nCino, Inc.
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Item 1. Business
Overview
As employees at financial institutions (“FIs”) do their daily work and serve their clients, they often face inefficiencies from disparate systems, broken workflows, manual processes, and the inability to utilize their data effectively. This negatively impacts risk management, decision making, and the experiences of bankers and their clients. FIs need a unified platform that helps them reengineer every experience, from managing complex credit portfolios to streamlining account onboarding and loan origination.
nCino helps FIs of all sizes optimize their operations by embedding banking intelligence directly into the tools FI employees already use. nCino's data foundation, which was developed from the workflows, decisions, and outcomes of financial institutions, enables our platform to deliver artificial intelligence (“AI”)-driven capabilities across our solutions. With the nCino Platform, FIs can:
•Operate More Intelligently. AI is reshaping the financial services industry, and nCino is helping FIs navigate the change effectively. We embed banking-specific intelligence directly into every stage of the customer lifecycle, turning our deep data foundation into actionable insights, automated workflows, and smarter decision-making across the nCino Platform.
•Improve Efficiency. nCino customers leverage the platform’s capabilities to drive process efficiency by connecting previously disjointed functions, breaking down internal silos, and infusing intelligent automation into key workflows across multiple lines of business.
•Elevate Employee and Client Experiences. The nCino Platform’s automation, workflow, and digitization capabilities work invisibly in the background to help eliminate redundant efforts, freeing FI employees to focus on relationships rather than transactions. This creates what nCino calls a Dual Workforce, where technology handles the burdensome workflows and amplifies human capabilities.
•Manage Risk and Compliance Continuously Rather Than Reactively. The nCino Platform can help FIs reduce regulatory, credit, and operational risk through intelligent workflows, data reporting, standardized risk modeling, and real-time reporting. Because the nCino Platform is highly configurable, it can adapt as regulations and the FI’s risk requirements evolve.
Our Journey
nCino was originally founded in a bank to improve that institution’s operations and client service. Its founders quickly realized that virtually all banks and credit unions faced the same core problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce. nCino was spun out as a separate company in late 2011 to help more institutions solve these challenges using cloud-based technology.
We initially focused on developing the nCino Platform to transform commercial and small business lending for community and regional banks in the U.S. We scaled the platform to enterprise banks in the U.S. in 2014, and then internationally in 2017. We have subsequently expanded across North America, Europe, the Middle East, Japan, and Asia-Pacific (“APAC”).
Over the years, we have built and enhanced our products to ensure innovation and seamless integration across key solution lines of commercial, small business, and consumer banking including mortgage. We have strategically built and acquired technology, including SimpleNexus, DocFox, FullCircl, ILT, Visible Equity, FinSuite, and Sandbox Banking, to significantly augment the nCino Platform’s capabilities for mortgage lending, onboarding, account opening, indirect auto lending, and advanced analytics and AI.
This approach has allowed us to create a unified platform of best-in-class intelligent solutions, underpinned by our rich data foundation, enabling FIs to replace multiple legacy systems, connect their operations, and streamline workflows and processes across various business lines to achieve desired impacts and process improvements.
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How the nCino Platform Works
nCino offers a trusted platform of best-in-class, intelligent solutions that unites people and data to help FIs enhance strategic decision-making, improve risk management, and elevate customer satisfaction. By integrating AI and actionable insights into the platform, nCino helps institutions consolidate legacy systems while creating experiences tailored to their specific needs. With the flexibility to select and implement either multiple solutions simultaneously or one at a time, institutions have the autonomy to design their experience with an agile platform that scales with their needs and provides integrated functionality with every new product or feature added.
Once implemented, the nCino Platform becomes embedded in our customers’ business processes, enabling mission-critical workflows across the institution and allowing our customers to serve their clients anytime, anywhere, from any internet-enabled device.
The nCino Platform combines industry, customer, and process data with advanced analytics and AI—including explainable AI, predictive capabilities, and generative AI—to deliver intelligent solutions that drive real business outcomes. With intelligence embedded across the platform, nCino empowers institutions with intelligence-driven automation to optimize operations, enhance decision-making, and enrich banker and client experiences for accelerated growth and increased profitability. From automated document processing and real-time risk assessment to personalized insights and compliance monitoring, our intelligence capabilities work to amplify human capabilities and enable bankers to focus on decision-making and relationship building.
Fundamental elements of the nCino Platform are built on Salesforce (the “Salesforce Platform”), which allows the Company to focus product development efforts on building deep vertical functionality specifically for FIs, while leveraging Salesforce’s global infrastructure, reliability, and scalability. In addition, nCino leverages Amazon Web Services (“AWS”) as a cloud infrastructure layer, providing the data architecture necessary to deliver transformative intelligence capabilities at scale.
nCino has evolved from being a single product workflow solution to a global data and intelligence leader offering a platform of best-in-class, intelligent solutions. As a result, we have shifted from a seat-based pricing model to a value-based pricing framework where the subscription fees we charge align with the assets of the line(s) of business supported by nCino. This structure enables us to embed and monetize intelligence across all our solutions, aligning our revenues to the value of the nCino Platform and encouraging customer growth as nCino creates greater efficiencies and competitive advantages for the FIs that use our solutions.
Solutions on the nCino Platform
The nCino Platform is embedded with data and AI that help FIs digitize and reengineer business processes across multiple lines of business from commercial, consumer and small business banking to mortgage lending to boost efficiencies across the full customer lifecycle.
•Onboarding. nCino's onboarding streamlines and enhances the customer onboarding process for FIs through a unified, digital platform. It supports both credit and non-credit onboarding, commercial account opening, and enterprise-level onboarding, offering features like automation, centralized data, and compliance tools (CDD/KYC). The platform eliminates manual processes, accelerates account opening, and provides a 360-degree customer view, ensuring transparency and efficiency. With intelligent document management, seamless integrations, and personalized customer experiences, nCino helps institutions boost customer satisfaction, operational efficiency, and revenue growth while helping to maintain compliance and reducing errors.
•Account Opening. nCino's account opening capabilities are designed to provide a seamless, fast, and user-friendly experience for both consumers and small businesses. The Deposit Account Opening (DAO) solution allows customers to open accounts in minutes, whether online or in-branch, with a multi-channel approach that provides data continuity. Key features include automated identity verification, helping to maintain compliance with KYC/AML regulations, and partnerships with companies like Plaid and Alloy to streamline authentication and reduce fraud. The solution also integrates digital customer service options, such as chat, audio, and video, to enhance engagement and reduce abandonment rates.
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•Lending. nCino provides a comprehensive loan origination platform for commercial, consumer, small business, and mortgage lending, that streamlines processes and enhances customer experiences. Our Commercial Loan Origination System automates the entire loan lifecycle, improving collaboration, compliance, and efficiency. The Consumer Lending solution, offers an omnichannel solution with automated credit decisioning and integrations to reduce cycle times. The Small Business Loan Origination solution leverages automation and machine learning to simplify applications and accelerate approvals, while the mortgage solution unifies the home buying process, reducing closing times. These capabilities enhance operational efficiency, help ensure compliance, and deliver seamless, customer-centric experiences.
•Credit Monitoring. nCino's credit monitoring solution empowers FIs to efficiently manage credit risks, monitor performance, and uncover growth opportunities through a unified, data-driven platform. The solution centralizes data, automates workflows, and provides real-time insights to enhance decision-making and operational efficiency. Key features include continuous credit monitoring, risk analysis, and profitability optimization, supported by tools like automated spreading and commercial pricing. nCino's Portfolio Analytics solution offers customizable dashboards to track loan, deposit, and application data, helping to ensure compliance with regulations like Current Expected Credit Losses (“CECL”) and Fair Lending. By integrating front, middle, and back-office processes, nCino enhances transparency, reduces manual tasks, and supports proactive risk management, enabling institutions to adapt to market changes and drive strategic growth.
•Integration & Intelligence. nCino's Intelligence and Integration capabilities enable financial institutions to connect disparate technology systems, derive actionable insights from operational data, and apply purpose-built artificial intelligence across every stage of the banking lifecycle, transforming raw data into intelligence and intelligence into action.
Artificial intelligence is embedded throughout the nCino Platform in three forms: generative AI that augments banker workflows and automates content-intensive tasks; predictive AI that surfaces risk and performance insights; and agentic AI that automates multi-step workflows through role-based digital agents. These capabilities are designed to improve operational efficiency, support regulatory compliance, and enable financial institutions to deliver faster, more informed banking experiences.
A data and analytics layer aggregates customer, process, and industry data from financial institutions globally, transforming that data into peer benchmarking intelligence that identifies performance gaps, supports workflow optimization, and provides unified operational visibility across lines of business, including in post-merger environments.
nCino’s purpose-built integration platform as a service ("iPaaS") connects core banking systems, fintech applications, and third-party services through open application programming interfaces ("APIs") and a comprehensive partner marketplace, enabling financial institutions to reduce integration costs, accelerate technology partnerships, and expand platform capabilities without replacing existing infrastructure.
Every solution sits within the nCino Platform, organizing unified data, seamless workflows, and embedded intelligence to transform operational execution into strategic value creation. FIs can redirect resources from manual processes to high-value client relationships that drive sustainable growth, all while maintaining regulatory compliance, managing risk intelligently, and delivering superior experiences across every customer touchpoint.
Our Customers
As a pioneer in cloud banking, we have developed trusted relationships and a reputation for successfully implementing our solutions with FIs of all sizes in multiple geographies. Our diverse customer base ranges from global FIs, such as Wells Fargo, Bank of America, Barclays, Santander, and TD Bank; to enterprise banks, such as Truist Bank and U.S. Bank; to regional and community banks, like WaFd Bank, Northern Bank, and Eastern Bank; to credit unions, such as Navy Federal Credit Union, Marine Credit Union, Credit Union 1, and Conexus Credit Union; to new market entrants, such as challenger banks like Recognise Bank and Judo Bank; to independent mortgage banks like Synergy One Lending and Fairway
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Independent Mortgage Corporation. These institutions represent a cross-section of FIs across asset classes and geographies, and each of these customers represents a substantial level of Annual Contract Value (“ACV”) in its respective category.
We ended fiscal 2026 with over 2,700 customers, of which approximately 1,500 were depository financial institutions. Of our total customers, 620 generated more than $100,000 in subscription revenues, 114 generated more than $1.0 million, and 14 generated more than $5.0 million. No single customer represented more than 10% of total revenues in fiscal 2026.
How nCino Will Grow
We intend to continue growing our business by executing on the following strategies:
•Expand Within and Across Our Existing Customers. We believe there is a significant opportunity to further expand within our existing customer base both vertically within and horizontally across business lines. Our customer expansion opportunities are now further enhanced with our focus on embedding AI capabilities within our Platform to further enhance efficiency and mitigate risk. In addition, nCino transitioned to an asset-based pricing strategy which we began implementing in fiscal 2025 whereby our subscription revenues from existing customers will continue to grow with their portfolio assets and AI capability consumption, which should also simplify the buying experience for our customers.
•Expand Our Customer Base. We believe the global market for an intelligent banking platform is large and underserved. The number of FIs needing to replace legacy point products with modern technology while facing increased consumer demand for digital services has increased substantially, and we believe there is a significant opportunity to deliver our solutions and expand our customer base to FIs of all sizes and complexities around the world. Currently deployed in over 25 countries, we have made significant investments to expand our presence in EMEA and APAC. We promote sales in North America out of our offices in the U.S. and Canada, in APAC out of our offices in Australia, New Zealand, and Japan, and in EMEA out of our offices in the UK, South Africa, and Spain.
•Continue Strengthening and Extending Our Product Functionality. We invested 21.4% of our revenues back into research and development in fiscal 2026, and we expect to continue to invest in fiscal 2027 to further extend the breadth and depth of the nCino Platform. Current plans direct that investment across nCino’s solution lines and geographies and aim to enrich experiences and drive additional efficiencies into financial processes that are foundationally underpinned by the nCino Platform. These plans include embedding more agentic workflows and tailored intelligence across our platform, enabling FIs to augment human-in-the-loop processes and automate routine, time-consuming tasks through practical AI deployment.
•Foster and Grow Our Technology and Consulting Partner Ecosystem
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and related notes and other financial information included in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Our fiscal year ends on January 31 of each year and references in this Annual Report on Form 10-K to a fiscal year mean the year in which that fiscal year ends. For example, references in this Annual Report on Form 10-K to “fiscal 2026” refer to the fiscal year ended January 31, 2026.
The following section of this Form 10-K discusses our financial condition and results of operations for fiscal 2026 and 2025 and year-to-year comparisons between fiscal 2026 and fiscal 2025. Discussions of fiscal 2024 items and year-to-year comparisons between fiscal 2025 and fiscal 2024 that are not included in this Form 10-K can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on April 1, 2025.
Overview
As employees at financial institutions do their daily work and serve their clients, they often face inefficiencies from disparate systems, broken workflows, manual processes, and the inability to utilize their data effectively. This negatively impacts risk management, decision making, and the experiences of bankers and their clients. FIs need a unified platform that helps them reengineer every experience, from managing complex credit portfolios to streamlining account onboarding and loan origination.
nCino helps FIs of all sizes optimize their operations by embedding banking intelligence directly into the tools FI employees already use. nCino’s data foundation, which was developed from the workflows, decisions, and outcomes of financial institutions, enables our platform to deliver AI-driven capabilities across our solutions. With the nCino Platform, FIs can:
•operate more intelligently,
•improve efficiency,
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•elevate employee and client experiences, and
•manage risk and compliance continuously rather than reactively.
nCino was originally founded in a bank to improve that institution’s operations and client service. Its founders quickly realized that virtually all banks and credit unions faced the same core problems—cumbersome legacy technology, fragmented data, disconnected business functions, and a disengaged workforce. nCino was spun out as a separate company in late 2011 to help more institutions solve these challenges using cloud-based technology.
We initially focused on developing the nCino Platform to transform commercial and small business lending for community and regional banks in the U.S. We scaled the platform to enterprise banks in the U.S. in 2014, and then internationally in 2017. We have subsequently expanded across North America, Europe, the Middle East, Japan, and APAC.
Over the years, we’ve built and enhanced our products to ensure innovation and seamless integration across key solution lines of commercial, small business and consumer banking including mortgage. We have strategically built and acquired technology, including SimpleNexus, DocFox, FullCircl, ILT, Visible Equity, FinSuite, and Sandbox Banking, to significantly augment the nCino Platform’s capabilities for mortgage lending, onboarding, account opening, indirect auto lending, and advanced analytics and AI. This approach has allowed us to create a unified platform of best-in-class intelligent solutions, underpinned by our rich data foundation, enabling FIs to replace multiple legacy systems, connect their operations, and streamline workflows and processes across various business lines to achieve desired impacts and process improvements.
We generally offer the nCino Platform on a subscription basis pursuant to non-cancelable multi-year contracts that are typically three to five years in duration. nCino has evolved from a single product workflow solution to a platform of best-in-class, intelligent solutions. Our Intelligent Solution Framework pricing model helps ensure the value-based positioning and pricing of our products and creates an opportunity to embed intelligence into all our solutions.
We sell our solutions directly through our business development managers, account executives, field sales engineers, and customer success managers. Our sales efforts in the U.S. are organized around FIs based on size, whereas internationally, we focus our sales efforts by geography. As of January 31, 2026, we had 185 sales and sales support personnel in the U.S. and 131 sales and support personnel in offices outside the U.S.
To help customers go live with our solutions, we offer professional services including configuration and implementation, training, and advisory services. For enterprise FIs, we generally work with SI partners such as Accenture, Deloitte, and PwC for the delivery of professional services for the nCino Platform. For regional FIs, we work with SIs such as West Monroe Partners, and for community banks, we work with SIs or perform configuration and implementation ourselves. We expect enterprise FIs to make up a greater proportion of our nCino Platform sales.
Our total revenues were $476.5 million, $540.7 million, and $594.8 million for fiscal 2024, 2025, and 2026, respectively, representing an 11.7% compound annual growth rate. Our subscription revenues were $409.5 million, $469.2 million, and $523.1 million for fiscal 2024, 2025, and 2026, representing a 13.0% compound annual growth rate. We recorded net income (loss) attributable to nCino in fiscal 2024, 2025, and 2026 of $(42.3) million, $(37.9) million, and $5.2 million, respectively. For fiscal 2026, our total subscription revenues include $17.3 million of inorganic revenues not present in comparative prior periods, consisting of FullCircl for the first three quarters of fiscal 2026 and Sandbox Banking following its acquisition on February 7, 2025 (the “Sandbox Acquisition Date”). We have included the financial results of Sandbox Banking in the consolidated financial statements from the Sandbox Acquisition Date. For fiscal 2026, our financial results also include the operating results of our fiscal 2025 acquisitions of DocFox, ILT, and FullCircl from their acquisition dates of March 20, 2024 (the “DocFox Acquisition Date”), April 1, 2024 (the “ILT Acquisition Date”), and November 5, 2024 (the “FullCircl Acquisition Date”), respectively.
Significant Events in Fiscal 2026
Effective February 1, 2025, Pierre Naudé retired as the Company’s Chairman and Chief Executive Officer and Sean Desmond was appointed to succeed Mr. Naudé as the Company’s new President and Chief Executive Officer and as a member of the Company’s Board of Directors. On the same date, Mr. Naudé was appointed Executive Chairman of the Board. On February 1, 2026, Mr. Naudé transitioned to serving as a non-employee director and Chairman of the Board.
On the Sandbox Acquisition Date, we acquired Alphapack, Co. dba Sandbox Banking (“Sandbox Banking”), a digital transformation leader serving the financial services industry, for an aggregate purchase price of $62.9 million, inclusive
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of an additional earn-out opportunity of up to $10.0 million. This acquisition strengthens our ability to enhance data connectivity and streamline operations for banks and credit unions through an industry-leading iPaaS solution for a more intelligent and harmonious technology platform. See Note 6 “Business Combinations” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
In March 2025, our Board of Directors authorized a stock repurchase program of up to $100.0 million of our outstanding common stock (the “March 2025 Stock Repurchase Program”) which we completed in the third quarter of fiscal 2026. In December 2025, our Board of Directors authorized the December 2025 Stock Repurchase Program of up to $100.0 million of our outstanding common stock pursuant to which we repurchased 1.0 million shares of our outstanding common stock for $25.0 million, excluding transaction costs and excise tax associated with the repurchases, in fiscal 2026. As of January 31, 2026, $75.0 million remained available for future repurchases under the December 2025 Stock Repurchase Program. To date we have not repurchased any shares in fiscal 2027. See Note 8 “Stockholders’ Equity and Stock-Based Compensation” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
We funded the purchase of Sandbox Banking and our purchases under the Stock Repurchase Programs primarily through borrowings under our credit facility.
On May 27, 2025, we announced a workforce reduction of approximately 7% and office space reductions in certain markets (collectively, the “2026 Restructuring Plan”) in furtherance of our efforts to improve operational efficiencies. We incurred charges of $10.1 million for the year ended January 31, 2026, in connection with the 2026 Restructuring Plan. See Note 16 “Restructuring” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Factors Affecting Our Operating Results
Market Adoption of Our Solution. Our future growth depends on our ability to expand our reach to new FI customers and increase adoption with existing customers as they broaden their use of our solutions within and across lines of business. Our success in growing our customer base and expanding adoption of our solutions by existing customers requires a focused direct sales engagement and the ability to convince key decision makers at FIs to replace legacy third-party point solutions or internally developed software with our solutions. Our ability to successfully implement our asset-based pricing model, which we began implementing in fiscal 2025, and our success in implementing AI capabilities in ways that our customers perceive as adding value, will also be key drivers. In addition, growing our customer base will require us to increasingly penetrate markets outside the U.S., which accounted for 22.1% of total revenues for fiscal 2026. For new customers, our sales cycles are typically lengthy, generally ranging from six to nine months for smaller FIs to 12 to 18 months or more for larger FIs. Key to landing new customers is our ability to successfully take our existing customers live and help them achieve measurable returns on their investment, thereby turning them into referenceable accounts. If we are unable to successfully address the foregoing challenges, our ability to grow our business and sustain profitability will be adversely affected, which may in turn reduce the value of our common stock.
Mix of Subscription and Professional Services Revenues. The initial deployment of our solutions by our customers requires a period of implementation and configuration services that typically average less than six months, but may extend beyond twelve months depending on scope. As a result, during the initial go-live period for a customer on the nCino Platform, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas over time, revenues from established customers are more heavily weighted to subscriptions. While professional services revenues will fluctuate as a percentage of total revenues, we expect subscription revenues will continue to make up an increasing proportion of our total revenues.
Subscription Revenue Net Retention Rate. We believe that our ability to retain and grow subscription revenues from our existing customers over time strengthens the stability and predictability of our revenue base and is reflective of both the adoption curve of customers and the value we deliver to them. We assess our performance in this area using a metric we refer to as subscription revenue net retention rate. We calculate our subscription revenue net retention rate as total subscription revenues in a fiscal year from customers who contributed subscription revenues in the prior fiscal year, expressed as a percentage of total subscription revenues for the prior fiscal year. In accordance with this definition, subscription revenues from customers obtained through an acquisition will first be included in the calculation in the fiscal year subsequent to such
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acquisition, for the periods they were a customer of nCino. Our subscription revenue net retention rate provides insight into the impact on current year subscription revenues of:
•the number and timing of new customers, subscription fees to be charged existing customers in successive years, and phased activation of seats purchased by them in prior years, which activation schedules can span several fiscal years for larger contracts;
•expanding adoption of our solutions by our existing customers during the current year; and
•customer attrition.
For fiscal 2024, 2025, and 2026, we had subscription revenue net retention rates of 116%, 110%, and 110%, respectively. Historically, the number of new customers in prior years and the associated phased activation schedules for such customer were a significant driver of changes in our subscription revenue net retention rate. Upon transitioning to asset-based pricing, growth in FI assets supported by nCino, the timing of deal signatures in current and comparative periods, and the degree to which customers expand or contract their commitments upon renewal will be more significant drivers of changes in subscription revenue net retention rate. Our use of subscription revenue net retention rate has limitations as an analytical tool, and investors should not consider it in isolation. Other companies in adjacent markets may calculate subscription revenue net retention rates or similar metrics differently, which reduces its usefulness as a comparative measure.
ACV Net Retention Rate. A key element of our growth strategy is to expand our deployed footprint with a customer after initial adoption. Our customers typically purchase the nCino Platform for a defined line of business or to support a specific use case and, once deployed, we seek to convince the customer to adopt our solutions within and across additional lines of business. To date, we have been successful in executing our land and expand strategy as a result of the ability of our solutions to streamline workflow, generate meaningful insights for operational improvement, and help drive improved bottom line results. Our historical net retention rates may not be predictive of future results. If our customers do not continue to see the ability of our solutions to generate return on investment relative to other available solutions or at all, ACV net retention rates could suffer and our operating results could be adversely affected.
We believe our ACV net retention rate over the long term illustrates our success in executing our land and expand strategy, as it demonstrates growing adoption by existing customers, including price increases but net of attrition. We define ACV net retention rate as total ACV at the end of a fiscal year from customers with ACV as of the end of the prior fiscal year, expressed as a percentage of ACV as of the end of the prior fiscal year, converted to U.S. dollars with foreign exchange rates in effect as of the end of the applicable period. We define ACV as the highest annualized subscription fee obligation under customer contracts in effect at the end of the reporting period. ACV net retention rate can occasionally moderate from one period to the next, from customer attrition for example. Our ACV net retention rate was 102%, 106%, and 112% for fiscal 2024, 2025, and 2026, respectively. In fiscal 2025, the increase in our ACV net retention rate was attributable to increased ACV from customers who expanded their adoption of our solutions, offset in part due to a decline in ACV from customers adversely affected by an increase in mortgage rates. In fiscal 2026, the increase in our ACV net retention rate was attributable to increased ACV from customers who expanded their adoption of our solutions including nCino’s AI capabilities.
Macroeconomic Environment. We are currently operating in a fluctuating interest rate environment with inflationary pressures. These fluctuations have had an impact on the real estate market in the U.S. and specifically, the demand for mortgages and mortgage-related products and services, which has had a negative impact on our U.S. mortgage business.
We will continue to monitor the impact the macroeconomic environment may have on our business.
Continued Investment in Innovation and Growth. We have made substantial investments in product development, sales and marketing, and strategic acquisitions since our inception to achieve a leadership position in our market and grow our revenues and customer base. We intend to continue to increase our investment in product development in the coming years to maintain and build on this advantage. We also intend to invest in sales and marketing both in the U.S. and internationally to further grow our business. To capitalize on the market opportunity we see ahead of us, we expect to continue to optimize our operating plans for revenue growth and profitability.
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Components of Results of Operations
Revenues
We derive our revenues from subscription and professional services and other revenues.
Subscription Revenues. Our subscription revenues consist principally of fees from customers for accessing our solutions and maintenance and support services that we generally offer under non-cancellable multi-year contracts, which are typically three to five years in length. Specifically, we offer:
•Client onboarding, loan origination, and deposit account opening solutions targeted at a FI’s commercial, small business, and retail lines of business, as well as Banking Advisor and other ancillary products, for which we generally charge on a per seat basis or based upon the asset size of the customer. As we continue transitioning to our asset-based pricing model, we expect the number of customers we charge based on asset size will increase considerably.
•Through our U.S. mortgage business, a digital homeownership solution uniting people, systems, and stages of the mortgage process into a seamless end-to-end journey for which we generally charge on a per seat or anticipated lending volume basis.
•Maintenance and support services as well as internal-use or “sandbox” development licenses, for which we generally charge as a percentage of the related subscription fees.
Our subscription revenues are generally recognized ratably over the term of the contract beginning upon activation. For new customers, we typically activate all seats at inception of the agreement with stated price increases at specified intervals over the contract term. In these arrangements, the aggregate license fees over the contract term are recognized as revenue in equal amounts annually over the term. We may also activate a portion of seats at inception of the agreement, with the balance of seats activated at contractually specified points in time thereafter. Both approaches pattern the amount of our invoicing to customers after their expected rate of implementation and adoption. Where seats are activated in stages, we charge subscription fees from the date of activation through the anniversary of the initial activation date, and annually thereafter. Subscription fees are generally billed annually in advance while subscription fees for U.S. mortgage are generally billed monthly. Maintenance and support fees, as well as development licenses, are provided over the same periods as the related subscriptions, so fees are invoiced and revenues are recognized over the same periods. Subscription fees invoiced are recorded as deferred revenue pending recognition as revenues. In certain cases, we are authorized to resell access to Salesforce’s CRM solution along with the nCino Platform. When we resell such access, we charge a higher subscription price and remit a higher subscription fee to Salesforce for these subscriptions.
Professional Services and Other Revenues. Professional services and other revenues consist of fees for implementation and configuration assistance, training, and advisory services. For enterprise and larger regional FIs, we generally work with SI partners to provide the majority of implementation services for the nCino Platform, for which these SI partners bill our customers directly. We have historically delivered professional services ourselves for community banks, smaller credit unions, and our U.S. mortgage business. Revenues for implementation, training, and advisory services are generally recognized on a proportional performance basis, based on labor hours incurred relative to total budgeted hours. To date, our losses on professional services contracts have not been material. During the initial go-live period for a customer on the nCino Platform, professional services revenues generally make up a substantial portion of our revenues from that customer, whereas over time, revenues from established customers are more heavily weighted to subscriptions. While professional services revenues will fluctuate as a percentage of total revenues in the future and tend to be higher in periods of faster growth, over time we expect to see subscription revenues make up an increasing proportion of our total revenues.
Cost of Revenues and Gross Margin
Cost of Subscription Revenues. Cost of subscription revenues consists of fees paid to Salesforce for access to the Salesforce Platform, including Salesforce’s hosting infrastructure and data center operations, along with certain integration fees paid to other third parties. When we resell access to Salesforce’s CRM solution, cost of subscription revenues also includes the subscription fees we remit to Salesforce for providing such access. We also incur costs associated with access to other platforms. In addition, cost of subscription revenues includes personnel-related costs associated with delivering maintenance and support services, including salaries, benefits and stock-based compensation expense, travel and related costs, amortization of acquired developed technology, and allocated overhead. Our subscription gross margin will vary from period to period based
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on the relative mix of revenues from our solutions, including the resale of Salesforce's CRM solution, and the utilization of support personnel. We expect the cost of subscription revenues will continue to increase in absolute dollars as we grow our business.
Cost of Professional Services and Other Revenues. Cost of professional services and other revenues consists primarily of personnel-related costs associated with delivery of these services, including salaries, benefits and stock-based compensation expense, travel and related costs, and allocated overhead. The cost of providing professional services is significantly higher as a percentage of the related revenues than for our subscription services due to direct labor costs. The cost of professional services revenues increases in absolute dollars as we have added new customer subscriptions that require professional services and built out our international professional services capabilities. Realized effective billing and utilization rates drive fluctuations in our professional services and other gross margin on a period-to-period basis.
Operating Expenses
Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs of our sales and marketing employees, including salaries, sales commissions and incentives, benefits and stock-based compensation expense, travel and related costs. We capitalize incremental costs incurred to obtain contracts, primarily consisting of sales commissions, and subsequently amortize these costs over the expected period of benefit, which we have determined to be approximately four to five years. Sales and marketing expenses also include outside consulting fees, marketing programs, including lead generation, costs of our annual user conference, advertising, trade shows and other event expenses, amortization of intangible assets, and allocated overhead. We expect sales and marketing expenses to decrease as a percentage of revenues as we leverage investments made to date.
Research and Development. Research and development expenses consist primarily of salaries, benefits and stock-based compensation associated with our engineering, product and quality assurance personnel, as well as allocated overhead. Research and development expenses also include the cost of third-party contractors. Research and development costs are expensed as incurred. We expect research and development costs will decrease as a percentage of revenues as we leverage the investments we have made to date.
General and Administrative. General and administrative expenses consist primarily of salaries, benefits and stock-based compensation associated with our executive, finance, legal, human resources, information technology, compliance and other administrative personnel. General and administrative expenses also include accounting, auditing and legal professional services fees, travel and other corporate-related expenses, changes in fair value of contingent consideration, and allocated overhead, as well as transaction-related expenses, such as legal and other professional services fees. We expect general and administrative expenses will decrease as a percentage of revenues as we leverage the investments we have made to date.
Non-Operating Income (Expense)
Interest Income. Interest income consists primarily of interest earned on our cash and cash equivalents.
Interest Expense. Interest expense consists primarily of interest related to our financing obligations along with interest expense on borrowings, commitment fees, and amortization of debt issuance costs associated with our secured revolving credit facility. Also included is interest expense accretion for a deferred payment on the acquisition of FullCircl.
Other Income (Expense), Net. Other income (expense), net consists primarily of foreign currency gains and losses, the majority of which is due to the remeasurement of intercompany loans that are denominated in currencies other than the underlying functional currency of the applicable entity.
Income Tax Provision (Benefit). Income tax provision (benefit) consists of federal and state income taxes in the U.S. and income taxes in foreign jurisdictions.
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Results of Operations
The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this Annual Report on Form 10-K. The following tables present our selected consolidated statements of operations data for fiscal 2024, 2025, and 2026 in both dollars and as a percentage of total revenues, except as noted.
| Fiscal Year Ended January 31, | |||||||||||||||||
| ($ in thousands, except share and per share amounts) | 2024 | 2025(1) | 2026(2) | ||||||||||||||
Revenues: | |||||||||||||||||
Subscription revenues | $ | 409,479 | $ | 469,168 | $ | 523,134 | |||||||||||
Professional services and other revenues | 67,064 | 71,489 | 71,647 | ||||||||||||||
| Total revenues | 476,543 | 540,657 | 594,781 | ||||||||||||||
Cost of revenues: | |||||||||||||||||
| Cost of subscription revenues | 120,861 | 134,932 | 149,562 | ||||||||||||||
| Cost of professional services and other revenues | 70,609 | 80,937 | 85,050 | ||||||||||||||
| Total cost of revenues | 191,470 | 215,869 | 234,612 | ||||||||||||||
| Gross profit | 285,073 | 324,788 | 360,169 | ||||||||||||||
Operating expenses: | |||||||||||||||||
| Sales and marketing | 130,547 | 123,231 | 136,560 | ||||||||||||||
| Research and development | 117,311 | 129,422 | 127,528 | ||||||||||||||
| General and administrative | 76,727 | 90,266 | 92,354 | ||||||||||||||
| Total operating expenses | 324,585 | 342,919 | 356,442 | ||||||||||||||
| Income (loss) from operations | (39,512) | (18,131) | 3,727 | ||||||||||||||
Non-operating income (expense): | |||||||||||||||||
| Interest income | 2,567 | 1,761 | 1,429 | ||||||||||||||
| Interest expense | (4,135) | (8,763) | (17,457) | ||||||||||||||
| Other income (expense), net | (856) | (10,427) | 19,008 | ||||||||||||||
| Income (loss) before income taxes | (41,936) | (35,560) | 6,707 | ||||||||||||||
| Income tax provision (benefit) | 1,590 | (2,511) | (2,996) | ||||||||||||||
| Net income (loss) | (43,526) | (33,049) | 9,703 | ||||||||||||||
| Net income (loss) attributable to redeemable non-controlling interest | (1,109) | (472) | 141 | ||||||||||||||
| Adjustment attributable to redeemable non-controlling interest | (71) | 5,301 | 4,382 | ||||||||||||||
| Net income (loss) attributable to nCino, Inc. | $ | (42,346) | $ | (37,878) | $ | 5,180 | |||||||||||
(1 ) Includes the operating results of DocFox, ILT, and FullCircl from the DocFox Acquisition Date, the ILT Acquisition Date, and FullCircl Acquisition Date, see Note 6 “Business Combinations” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
(2 ) Includes the operating results of Sandbox Banking from the Sandbox Acquisition Date, see Note 6 “Business Combinations” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
43
The Company recognized stock-based compensation expense as follows:
| Fiscal Year Ended January 31, | |||||||||||||||||
| ($ in thousands) | 2024 | 2025 | 2026 | ||||||||||||||
| Cost of subscription revenues | $ | 1,847 | $ | 2,891 | $ | 3,123 | |||||||||||
| Cost of professional services and other revenues | 9,369 | 11,977 | 12,373 | ||||||||||||||
| Sales and marketing | 15,417 | 17,016 | 14,307 | ||||||||||||||
| Research and development | 15,942 | 17,416 | 15,835 | ||||||||||||||
| General and administrative | 15,460 | 22,292 | 28,246 | ||||||||||||||
| Total stock-based compensation expense | $ | 58,035 | $ | 71,592 | $ | 73,884 | |||||||||||
The Company recognized amortization expense for intangible assets as follows:
| Fiscal Year Ended January 31, | |||||||||||||||||
| ($ in thousands) | 2024 | 2025 | 2026 | ||||||||||||||
| Cost of subscription revenues | $ | 16,306 | $ | 17,784 | $ | 20,412 | |||||||||||
| Cost of professional services and other revenues | 330 | 330 | 165 | ||||||||||||||
| Sales and marketing | 20,590 | 11,979 | 15,882 | ||||||||||||||
| Total amortization expense | $ | 37,226 | $ | 30,093 | $ | 36,459 | |||||||||||
| Fiscal Year Ended January 31, | |||||||||||||||||
| 2024 | 2025 | 2026 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Subscription revenues | 85.9 | % | 86.8 | % | 88.0 | % | |||||||||||
| Professional services and other revenues | 14.1 | 13.2 | 12.0 | ||||||||||||||
| Total revenues | 100.0 | 100.0 | 100.0 | ||||||||||||||
Cost of revenues (percentage shown in comparison to related revenues): | |||||||||||||||||
| Cost of subscription revenues | 29.5 | 28.8 | 28.6 | ||||||||||||||
| Cost of professional services and other revenues | 105.3 | 113.2 | 118.7 | ||||||||||||||
| Total cost of revenues | 40.2 | 39.9 | 39.4 | ||||||||||||||
| Gross profit | 59.8 | 60.1 | 60.6 | ||||||||||||||
| Operating expenses: | |||||||||||||||||
| Sales and marketing | 27.4 | 22.8 | 23.0 | ||||||||||||||
| Research and development | 24.6 | 23.9 | 21.4 | ||||||||||||||
| General and administrative | 16.1 | 16.7 | 15.5 | ||||||||||||||
| Total operating expenses | 68.1 | 63.4 | 59.9 | ||||||||||||||
| Income (loss) from operations | (8.3) | (3.3) | 0.7 | ||||||||||||||
| Non-operating income (expense): | |||||||||||||||||
| Interest income | 0.5 | 0.3 | 0.2 | ||||||||||||||
| Interest expense | (0.9) | (1.6) | (2.9) | ||||||||||||||
| Other income (expense), net | (0.2) | (1.9) | 3.2 | ||||||||||||||
| Income (loss) before income taxes | (8.9) | (6.5) | 1.2 | ||||||||||||||
| Income tax provision (benefit) | 0.3 | (0.5) | (0.5) | ||||||||||||||
| Net income (loss) | (9.2) | % | (6.0) | % | 1.7 | % | |||||||||||
44
Comparison of the Fiscal Years Ended January 31, 2025 and 2026
Revenues
| Fiscal Year Ended January 31, | |||||||||||||||||||||||
| ($ in thousands) | 2025 | 2026 | |||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Subscription revenues | $ | 469,168 | 86.8 | % | $ | 523,134 | 88.0 | % | |||||||||||||||
| Professional services and other revenues | 71,489 | 13.2 | 71,647 | 12.0 | |||||||||||||||||||
| Total revenues | $ | 540,657 | 100.0 | % | $ | 594,781 | 100.0 | % | |||||||||||||||
Subscription Revenues
Subscription revenues increased $54.0 million for fiscal 2026 compared to fiscal 2025, primarily attributable to growth from existing customers within and across lines of business, initial revenues from customers who did not contribute to subscription revenues during the prior period, and acquisitions. Of the increase, 87.8% was attributable to increased revenues from existing customers as customers expanded their use and adoption of our solutions, and 12.2% was attributable to initial revenues from customers who did not contribute to subscription revenues during the prior period. Subscription revenues were 88.0% of total revenues for fiscal 2026 compared to 86.8% of total revenues for fiscal 2025, primarily due to growth in our installed base.
Professional Services and Other Revenues
Professional services and other revenues were essentially flat for fiscal 2026 compared to fiscal 2025, primarily attributable to the mix of solutions being implemented.
Cost of Revenues and Gross Margin
| Fiscal Year Ended January 31, | |||||||||||||||||||||||
| ($ in thousands) | 2025 | 2026 | |||||||||||||||||||||
| Cost of revenues (percentage shown in comparison to related revenues): | |||||||||||||||||||||||
| Cost of subscription revenues | $ | 134,932 | 28.8 | % | $ | 149,562 | 28.6 | % | |||||||||||||||
| Cost of professional services and other revenues | 80,937 | 113.2 | 85,050 | 118.7 | |||||||||||||||||||
| Total cost of revenues | $ | 215,869 | 39.9 | $ | 234,612 | 39.4 | |||||||||||||||||
| Gross profit | $ | 324,788 | 60.1 | % | $ | 360,169 | 60.6 | % | |||||||||||||||
Cost of Subscription Revenues
Cost of subscription revenues increased $14.6 million for fiscal 2026, generating a gross margin of 71.4% compared to a gross margin of 71.2% for fiscal 2025.
The increase primarily consisted of:
•$9.5 million increase in third party data costs,
•$2.8 million increase in allocated overhead, inclusive of a $2.6 million increase in amortization expense related to acquired intangibles,
•$1.2 million increase in costs related to Salesforce user fees as we continued to add new customers and sell additional functionality to existing customers,
•$0.9 million increase in personnel costs, including $0.4 million in severance charges under the 2026 Restructuring Plan and compensation increases, and
•a $0.2 million increase in stock-based compensation expense.
45
Cost of Professional Services and Other Revenues
Cost of professional services and other revenues increased $4.1 million for fiscal 2026, generating a gross margin of (18.7)% compared to a gross margin of (13.2)% for fiscal 2025, primarily attributable to strategic investments in expanding our professional service capabilities, coupled with lower effective billing and utilization rates.
The increase primarily consisted of:
•$2.8 million increase in personnel costs, primarily due to an increase in average headcount during the year due to acquisitions, compensation increases, and $0.5 million severance charges under the 2026 Restructuring Plan,
•$1.2 million increase in allocated overhead primarily attributable to internal investments in AI technology, and
•a $0.4 million increase in stock-based compensation expense.
Operating Expenses
| Fiscal Year Ended January 31, | |||||||||||||||||||||||
| ($ in thousands) | 2025 | 2026 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | $ | 123,231 | 22.8 | % | $ | 136,560 | 23.0 | % | |||||||||||||||
| Research and development | 129,422 | 23.9 | 127,528 | 21.4 | |||||||||||||||||||
| General and administrative | 90,266 | 16.7 | 92,354 | 15.5 | |||||||||||||||||||
| Total operating expenses | 342,919 | 63.4 | 356,442 | 59.9 | |||||||||||||||||||
| Income (loss) from operations | $ | (18,131) | (3.3) | % | $ | 3,727 | 0.7 | % | |||||||||||||||
Sales and Marketing
Sales and marketing expenses increased $13.3 million for fiscal 2026 compared to fiscal 2025, primarily attributable to:
•$5.0 million increase in allocated overhead, inclusive of a $3.9 million increase in amortization expenses for acquired intangible assets,
•$7.4 million increase in personnel costs, primarily driven by increased commissions for higher bookings and compensation increases, inclusive of $1.3 million in severance charges under the 2026 Restructuring Plan,
•$3.5 million increase in marketing costs,
•$0.5 million increase for sales-related travel costs,
•partially offset by a $2.7 million decrease in stock-based compensation expense, and
•a $0.4 million decrease in third-party professional fees.
Our sales and marketing headcount decreased by 22, fiscal year 2026 over fiscal year 2025, primarily attributable to the 2026 Restructuring Plan.
Research and Development
Research and development expenses decreased $1.9 million for fiscal 2026 compared to fiscal 2025, primarily attributable to:
•$1.9 million decrease in third-party professional fees,
46
•$1.6 million decrease in stock-based compensation expense,
•personnel costs were flat, driven by $3.7 million in severance charges under the 2026 Restructuring Plan which were offset by lower costs from reduced headcount, and
•partially offset by a $1.6 million increase in allocated overhead primarily attributable to internal investments in AI technology.
Our research and development headcount decreased by 53, fiscal year 2026 over fiscal year 2025, primarily attributable to the 2026 Restructuring Plan.
General and Administrative
General and administrative expenses increased $2.1 million for fiscal 2026 compared to fiscal 2025, primarily attributable to:
•$6.0 million increase in non-cash stock-based compensation expense primarily due to modifications of equity awards for our Chairman transition,
•$2.3 million increase in restructuring costs for exit costs and asset write-offs associated with the 2026 Restructuring Plan,
•$1.6 million increase in the fair value of contingent consideration,
•$1.6 million increase in bad debt expense,
•$0.2 million increase in personnel costs, driven by $1.1 million in severance charges under the 2026 Restructuring Plan, partially offset by lower costs from reduced headcount,
•partially offset by an $8.7 million decrease in third-party professional fees, mostly attributable to a decrease in transaction-related expenses and professional fees, and
•a $0.9 million decrease in allocated overhead and other general and administrative costs.
Our general and administrative headcount decreased by 18, fiscal year 2026 over fiscal year 2025, primarily attributable to the 2026 Restructuring Plan.
Non-Operating Income (Expense)
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-05-05 | Desmond Sean | CEO & President | Sell | -16,589 | $18.04 | -$299,266 |
| 2026-05-05 | Sellers Jeanette | SVP of Accounting | Sell | -3,695 | $18.04 | -$66,658 |
| 2026-05-04 | Naude Pierre | Director | Sell | -35,650 | $18.02 | -$642,235 |
| 2026-05-04 | Sellers Jeanette | SVP of Accounting | Sell | -1,486 | $18.02 | -$26,770 |
| 2026-05-04 | Orenstein Gregory | CFO & Treasurer | Sell | -14,650 | $18.02 | -$263,920 |
| 2026-05-04 | Rieger April | Chief Lgl. & Admin Ofc., Sec | Sell | -9,693 | $18.02 | -$174,619 |
| 2026-05-04 | Desmond Sean | CEO & President | Sell | -22,073 | $18.02 | -$397,645 |
| 2026-04-14 | Sellers Jeanette | SVP of Accounting | Sell | -1,873 | $17.55 | -$32,862 |
| 2026-04-06 | Desmond Sean | CEO & President | Sell | -15,440 | $17.06 | -$263,406 |
| 2026-04-02 | Desmond Sean | CEO & President | Sell | -5,747 | $16.75 | -$96,285 |
| 2026-04-02 | Naude Pierre | Director | Sell | -22,700 | $16.75 | -$380,316 |
| 2026-04-02 | Orenstein Gregory | CFO & Treasurer | Sell | -8,840 | $16.75 | -$148,105 |
| 2026-04-02 | Rieger April | Chief Lgl. & Admin Ofc., Sec | Sell | -5,747 | $16.75 | -$96,285 |
| 2026-04-02 | Sellers Jeanette | SVP of Accounting | Sell | -735 | $16.75 | -$12,314 |
Source: SEC Form 4 filings.
Next expected filings
- ~2026-05-27 10-Q expected by 2026-06-07 (in 2 days)
- ~2026-08-25 10-Q expected by 2026-09-05 (in 92 days)
- ~2026-12-02 10-Q expected by 2026-12-13 (in 191 days)
- ~2027-03-30 10-K expected by 2027-03-31 (in 309 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-05-08 DEF 14A Proxy Statement
- 2026-04-28 PRE 14A Preliminary Proxy Statement
- 2026-03-31 10-K Annual Report
- 2026-03-31 8-K Material Agreement Entered; Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-12-08 8-K Other Events; Financial Statements and Exhibits
- 2025-12-03 10-Q Quarterly Report
- 2025-12-03 8-K Earnings Release; Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-08-26 10-Q Quarterly Report
- 2025-08-26 8-K Earnings Release; Financial Statements and Exhibits
- 2025-05-28 10-Q Quarterly Report
- 2025-05-28 8-K Earnings Release; Financial Statements and Exhibits
- 2025-05-27 8-K Costs Associated with Exit
- 2025-05-20 8-K/A Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-05-20 8-K Completion of Acquisition/Disposition; Financial Statements and Exhibits
- 2025-04-01 10-K Annual Report