NCNO / nCino, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

nCino Reports Second Quarter Fiscal Year 2026 Financial Results •Total Revenues of $148.8M, up 12% year-over-year •Subscription Revenues of $130.8M, up 15% year-over-year

Exhibit 99.1 nCino Reports Second Quarter Fiscal Year 2026 Financial Results •Total Revenues of $148.8M, up 12% year-over-year •Subscription Revenues of $130.8M, up 15% year-over-year WILMINGTON, N.C., August 26, 2025 - nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced financial results for the second quarter of fiscal year 2026, ende

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): August 26, 2025 nCino, Inc. (Exac

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): August 26, 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

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NCINO, INC., a Delaware corporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NCINO, INC., a Delaware corporation nCino, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. The original name of the Corporation was Penny HoldCo, Inc. The Corporation’s original certificate of incorporation was filed with the office of the Secreta

Submission of Matters to a Vote of Security Holders

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): June 18, 2025 nCino, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41211 87-4154342 (State or other jurisdiction of incorporation) (Commission file number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Amended and Restated Employment Agreement with April Rieger

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), by and between nCino OpCo, Inc., a Delaware corporation (the "Company"), and April Rieger ("You" or "Your") (each, a "Party" and collectively, the "Parties"), is entered into and effective as of December 19, 2024 (the "Effective Date"). WHEREAS, You are an employee of the Company; and WHEREAS, the P

nCino Reports First Quarter Fiscal Year 2026 Financial Results •Total Revenues of $144.1M, up 13% year-over-year •Subscription Revenues of $125.6M, up 14% year-over-year

Exhibit 99.1 nCino Reports First Quarter Fiscal Year 2026 Financial Results •Total Revenues of $144.1M, up 13% year-over-year •Subscription Revenues of $125.6M, up 14% year-over-year WILMINGTON, N.C., May 28, 2025 - nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced financial results for the first quarter of fiscal year 2026, ended Apr

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 28, 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 in

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): May 27, 2025 nCino, Inc. (Exact n

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): May 27, 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 in

T U E S D AY M AY 2 0 , 2 0 2 5 This presentation contains forward-looking statements about nCino's financial and operating results, which include statements regarding nCino’s first quarter fiscal 2026 financial results, future performance, outlook,

T U E S D AY M AY 2 0 , 2 0 2 5 This presentation contains forward-looking statements about nCino's financial and operating results, which include statements regarding nCino’s first quarter fiscal 2026 financial results, future performance, outlook, guidance, the assumptions underlying those statements, the benefits from the use of nCino’s solutions, our strategies, and general business conditions.

nCino Announces Preliminary First Quarter Fiscal Year 2026 Financial Results Exceed Top End of Guidance

Exhibit 99.1 nCino Announces Preliminary First Quarter Fiscal Year 2026 Financial Results Exceed Top End of Guidance WILMINGTON, NC, May 20, 2025 - nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced that preliminary financial results for its first quarter ended April 30, 2025, exceed the top end of previously disclosed financial guidan

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 20, 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 in

nCino Announces Preliminary First Quarter Fiscal Year 2026 Financial Results Exceed Top End of Guidance

Exhibit 99.1 nCino Announces Preliminary First Quarter Fiscal Year 2026 Financial Results Exceed Top End of Guidance WILMINGTON, NC, May 20, 2025 - nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced that preliminary financial results for its first quarter ended April 30, 2025, exceed the top end of previously disclosed financial guidan

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 20, 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

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NCINO, INC., a Delaware corporation

Exhibit A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NCINO, INC., a Delaware corporation nCino, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A.  The original name of the Corporation was Penny HoldCo, Inc. The Corporation’s original certificate of incorporation was filed with the office of the Secretar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Ch ec k the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NCINO, INC., a Delaware corporation

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NCINO, INC., a Delaware corporation nCino, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A.  The original name of the Corporation was Penny HoldCo, Inc. The Corporation’s original certificate of incorporation was filed with the office of the Secretary of State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.

nCino, Inc. Insider Trading Policy

EX-19.1 2 exhibit191ncinoinsidertrad.htm EX-19.1 Exhibit 19.1 NCINO, INC. INSIDER TRADING AND CONFIDENTIALITY POLICY As adopted by the Board of Directors, effective March 19, 2024 This Policy confirms procedures that employees and directors of nCino, Inc. (“nCino” or the “Company”) must follow. Introduction Federal and state securities laws prohibit the purchase or sale of the securities of nCino

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) nCino, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.0005 per share Rule

nCino Announces Stock Repurchase Program

Exhibit 99.3 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 autho

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 i

List of subsidiaries of nCino, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation or Organization Artesian Solutions Ltd United Kingdom Compliance Solutions Holding, Inc. United States (Delaware) DocFox Africa (Pty) Ltd. South Africa DocFox, Inc. United States (Delaware) DueDil Ltd United Kingdom FinSuite Pty Ltd Australia FullCircl Ltd United Kingdom nCino APAC Pty Ltd Australi

As filed with the Securities and Exchange Commission on April 1, 2025

As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41211 nCino, I

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 Fisca

Exhibit 99.1 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 lea

• • • 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 • • • • • • • • • • • •

• • • 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 • • • • • • • • • • • •

nCino Appoints New Board Member

Exhibit 99.1 nCino Appoints New Board Member Wilmington, N.C. – February 10, 2025 - nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced that it has appointed Justin Nyweide to its Board of Directors, effective immediately. Mr. Nyweide will serve on the Board's Audit Committee. Justin has over two decades of experience investing in and p

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 9, 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 Employe

Cooperation Agreement, dated February 9, 2025, by and between nCino, Inc. and HMI Capital Management, L.P.

Exhibit 10.1 COOPERATION AGREEMENT This cooperation agreement (this “Agreement”) is made and entered into as of February 9, 2025, by and between nCino, Inc., a Delaware corporation (the “Company”), on the one hand, and HMI Capital Management, L.P. (collectively with its Affiliates, “HMI”), a Delaware limited partnership, on the other hand. The Company and HMI are each herein referred to as a “part

nCino Announces Appointment of Sean Desmond as President and Chief Executive Officer Pierre Naudé Appointed Executive Chairman of the Board

Exhibit 99.1 nCino Announces Appointment of Sean Desmond as President and Chief Executive Officer Pierre Naudé Appointed Executive Chairman of the Board Wilmington, N.C. – February 3, 2025 - nCino, Inc. (NASDAQ: NCNO), the leading provider of intelligent, best-in-class banking solutions, today announced the appointment of Sean Desmond as President and Chief Executive Officer and as a member of the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 31, 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 Employe

Amended and Restated Employment Agreement, by and between nCino OpCo, Inc. and Sean Desmond, entered into and effective February 1, 2025

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), by and between nCino OpCo, Inc., a Delaware corporation (the "Company"), and Sean Desmond ("You" or "Your") (each, a "Party" and collectively, the "Parties"), is entered into and effective as of February 1, 2025 (the "Effective Date"). WHEREAS, You are an employee of the Company

Letter Agreement, by and between nCino, Inc. and Pierre Naudé entered into February 1,

Exhibit 10.2 February 1, 2025 Mr. Pierre Naudé 6770 Parker Farm Drive Wilmington, NC 28405 Dear Pierre: On behalf of nCino, Inc. (the “Company”) and its Board of Directors (the “Board”), I want to thank you for your many years of service to the Company, during which you have demonstrated remarkable leadership and have made immeasurable contributions to the Company. We appreciate your willingness t

Amended and Restated Employment Agreement,

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), by and between nCino OpCo, Inc., a Delaware corporation (the "Company"), and Pierre Naudé ("You" or "Your") (each, a "Party" and collectively, the "Parties"), is entered into and effective as of December 19, 2024 (the "Effective Date"). WHEREAS, You are an employee of the Company; and WHEREAS, the P

Amended and Restated Employment Agreement, Desmond

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), by and between nCino OpCo, Inc., a Delaware corporation (the "Company"), and Sean Desmond ("You" or "Your") (each, a "Party" and collectively, the "Parties"), is entered into and effective as of December 19, 2024 (the "Effective Date"). WHEREAS, You are an employee of the Company; and WHEREAS, the P

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 18, 2024 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 Employ

Amended and Restated Employment Agreement, Orenstein

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), by and between nCino OpCo, Inc., a Delaware corporation (the "Company"), and Gregory Orenstein ("You" or "Your") (each, a "Party" and collectively, the "Parties"), is entered into and effective as of December 19, 2024 (the "Effective Date"). WHEREAS, You are an employee of the Company; and WHEREAS,

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SCHEDULE 13D/A, AMENDMENT #12 Activist Investment

SC 13D/A 1 i82516443.htm SCHEDULE 13D/A, AMENDMENT #12 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 4, 2024 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 Emplo

•Correcting Guidance for Fiscal Year 2025 Non-GAAP net income attributable to nCino per diluted share •Total Revenues of $138.8M, up 14% year-over-year •Subscription Revenues of $119.9M, up 14% year-over-year •GAAP Operating Margin of (1)%, up ~1,000

Exhibit 99.1 Correction to Press Release Announcing nCino's Third Quarter Fiscal Year 2025 Financial Results •Correcting Guidance for Fiscal Year 2025 Non-GAAP net income attributable to nCino per diluted share •Total Revenues of $138.8M, up 14% year-over-year •Subscription Revenues of $119.9M, up 14% year-over-year •GAAP Operating Margin of (1)%, up ~1,000 basis points year-over-year •Non-GAAP Op

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 4, 2024 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 Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

nCino Reports Third Quarter Fiscal Year 2025 Financial Results •Total Revenues of $138.8M, up 14% year-over-year •Subscription Revenues of $119.9M, up 14% year-over-year •GAAP Operating Margin of (1)%, up ~1,000 basis points year-over-year •Non-GAAP

Exhibit 99.1 nCino Reports Third Quarter Fiscal Year 2025 Financial Results •Total Revenues of $138.8M, up 14% year-over-year •Subscription Revenues of $119.9M, up 14% year-over-year •GAAP Operating Margin of (1)%, up ~1,000 basis points year-over-year •Non-GAAP Operating Margin of 20%, up ~350 basis points year-over-year WILMINGTON, N.C., December 4, 2024 - nCino, Inc. (NASDAQ: NCNO), the leading

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): October 28, 2024 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 Employe

Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated October 28, 2024

Execution Version Exhibit 10.1 Published Deal CUSIP Number: 63948AAA8 Published Revolver CUSIP Number: 63948AAB6 CREDIT AGREEMENT Dated as of October 28, 2024 among NCINO OPCO, INC., as the Borrower, NCINO, INC. AND CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and THE LENDERS PARTY HERETO BOFA SECURITI

nCino Signs Definitive Agreement to Acquire FullCircl nCino and FullCircl offering for commercial banks in the UK and across the European Continent creates an end-to-end client lifecycle management experience with integrated acquisition, onboarding,

Exhibit 99.1 nCino Signs Definitive Agreement to Acquire FullCircl nCino and FullCircl offering for commercial banks in the UK and across the European Continent creates an end-to-end client lifecycle management experience with integrated acquisition, onboarding, KYB, KYC, and rules-based monitoring WILMINGTON, N.C. and LONDON - October 30, 2024 - nCino, Inc. (NASDAQ: NCNO), the leading provider of

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-3011exhibit99.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2426586d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 Avenue of th

NCNO / nCino, Inc. / HMI Capital Management, L.P. - NCINO, INC. Activist Investment

SC 13D 1 p24-3011sc13d.htm NCINO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 nCino, Inc. (Name of Issuer) Common Stock, $0.0005 par value (Title of Class of Securities) 63947X101 (CUSIP Number) HMI Capital Management, L.P. 555 California Street, Suite 4900 San Francisco, CA 94104 (415) 391-9500 (Name, Address and Telephone

POWER OF ATTORNEY For Executing Forms 3, 4, 5, and 144 and Schedules 13D and Schedule 13G

EX-24.1 3 p24-3011exhibit24.htm POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY For Executing Forms 3, 4, 5, and 144 and Schedules 13D and Schedule 13G The undersigned hereby appoints Lusine Moshkounian, as his or its true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, and

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2426537d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 Avenue of th

Other Events

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): September 12, 2024 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 Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

nCino Reports Second Quarter Fiscal Year 2025 Financial Results •Total Revenues of $132.4M, up 13% year-over-year •Subscription Revenues of $113.9M, up 14% year-over-year •GAAP Operating Margin of (6)%, up ~650 basis points year-over-year •Non-GAAP O

Exhibit 99.1 nCino Reports Second Quarter Fiscal Year 2025 Financial Results •Total Revenues of $132.4M, up 13% year-over-year •Subscription Revenues of $113.9M, up 14% year-over-year •GAAP Operating Margin of (6)%, up ~650 basis points year-over-year •Non-GAAP Operating Margin of 15%, up ~500 basis points year-over-year WILMINGTON, N.C., August 27, 2024 - nCino, Inc. (NASDAQ: NCNO), a pioneer in

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 27, 2024 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

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SCHEDULE 13D/A, AMENDMENT #9 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 Avenue of the Americas, 36th Floor New York, NY 10036 (

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SCHEDULE 13D/A, AMENDMENT #8 Activist Investment

SC 13D/A 1 i77238050.htm SCHEDULE 13D/A, AMENDMENT #8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 A

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SCHEDULE 13D/A, AMENDMENT #7 Activist Investment

SC 13D/A 1 i77238050.htm SCHEDULE 13D/A, AMENDMENT #7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 A

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2419508d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 Avenue of the

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 Avenue of the Americas, 36th Floor New York, NY 10036 (

Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NCINO, INC., a Delaware corporation nCino, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A.  The original name of the Corporation was Penny HoldCo, Inc. The Corporation’s original certificate of incorporation was filed with the office of the Secret

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 20, 2024 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 i

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SCHEDULE 13D/A, AMENDMENT #4 Activist Investment

SC 13D/A 1 i75481953.htm SCHEDULE 13D/A, AMENDMENT #4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 A

Independent Contractor Agreement with Joshua Glover

Exhibit 10.3 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (this “Agreement”) sets forth the terms and conditions between nCino OpCo, Inc., its subsidiaries and affiliated companies (hereinafter, the “Company”) and Josh Glover (the “Contractor”), concerning certain professional services to be rendered to the Company as specified below. 1.SERVICES. Contractor will perform s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Amended and Restated Employment

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), by and between nCino OpCo, Inc., a Delaware corporation (the "Company"), and Sean Desmond ("You" or "Your") (each, a "Party" and collectively, the "Parties"), is entered into and effective as of April 11, 2024 (the "Effective Date"). WHEREAS, You are an employee of the Company; WHEREAS, the Parties

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): May 29, 2024 nCino, Inc. (Exact n

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): May 29, 2024 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 in

nCino Reports First Quarter Fiscal Year 2025 Financial Results •Total Revenues of $128.1M, up 13% year-over-year •Subscription Revenues of $110.4M, up 13% year-over-year •GAAP Operating Margin of (3)%, up ~500 basis points year-over-year •Non-GAAP Op

Exhibit 99.1 nCino Reports First Quarter Fiscal Year 2025 Financial Results •Total Revenues of $128.1M, up 13% year-over-year •Subscription Revenues of $110.4M, up 13% year-over-year •GAAP Operating Margin of (3)%, up ~500 basis points year-over-year •Non-GAAP Operating Margin of 19%, up ~900 basis points year-over-year WILMINGTON, N.C., May 29, 2024 - nCino, Inc. (NASDAQ: NCNO), a pioneer in clou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NCINO, INC., a Delaware corporation

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NCINO, INC., a Delaware corporation nCino, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A.  The original name of the Corporation was Penny HoldCo, Inc. The Corporation’s original certificate of incorporation was filed with the office of the Secretary of State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NCINO, INC., a Delaware corporation

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NCINO, INC., a Delaware corporation nCino, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A.  The original name of the Corporation was Penny HoldCo, Inc. The Corporation’s original certificate of incorporation was filed with the office of the Secretary of State

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SCHEDULE 13D/A, AMENDMENT #3 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Managing Director and Chief Compliance Officer Insight Partners 1114 Avenue of the Americas, 36th Floor New York, NY 10036 (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 26, 2024 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

NCNO / nCino, Inc. / Insight Venture Partners X, L.P. - SCHEDULE 13D/A, AMENDMENT #2 Activist Investment

SC 13D/A 1 i72923926.htm SCHEDULE 13D/A, AMENDMENT #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Deputy General Counsel and Chief Compliance Officer Insight Partners 1

As filed with the Securities and Exchange Commission on March 26, 2024

As filed with the Securities and Exchange Commission on March 26, 2024 Registration No.

Amendment to Partner Application Distribution Agreement by and between Salesforce and the Company, dated December 20, 2023

Exhibit 10.25 ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted. AMENDMENT 8 [form version 2021-11-22] SIGNATURE PAGE Agreement Name and Date Partner Application Distribution Agreement, effe

List of subsidiaries of nCino, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation or Organization nCino OpCo, Inc. United States (Delaware) nCino APAC Pty Ltd Australia FinSuite Pty Ltd Australia nCino New Zealand Limited New Zealand nCino Canada, Inc. Canada nCino Global Ltd United Kingdom nCino France France nCino Germany GmbH Germany nCino Spain S.L. Spain nCino K.K. Japan nC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41211 nCino, I

nCino, Inc. Policy on Recoupment of Incentive Compensation

Exhibit 97.1 NCINO, INC. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of nCino, Inc. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 22, 2024 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

nCino Reports Fourth Quarter and Fiscal Year 2024 Financial Results Q4 Total Revenues of $123.7M, up 13% year-over-year Fiscal Year 2024 Total Revenues of $476.5M, up 17% year-over-year Q4 Subscription Revenues of $107.5M, up 16% year-over-year Fisca

Exhibit 99.1 nCino Reports Fourth Quarter and Fiscal Year 2024 Financial Results Q4 Total Revenues of $123.7M, up 13% year-over-year Fiscal Year 2024 Total Revenues of $476.5M, up 17% year-over-year Q4 Subscription Revenues of $107.5M, up 16% year-over-year Fiscal Year 2024 Subscription Revenues of $409.5M, up 19% year-over-year Company Announces Chief Revenue Officer Transition WILMINGTON, N.C.,

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) nCino, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Equity (3) Common Stock, par value $0.0005 per s

March 26, 2024 Fourth Quarter Fiscal Year 2024 This presentation contains forward-looking statements about nCino's financial and operating results, which include statements regarding nCino’s future performance, outlook, guidance, the assumptions unde

March 26, 2024 Fourth Quarter Fiscal Year 2024 This presentation contains forward-looking statements about nCino's financial and operating results, which include statements regarding nCino’s future performance, outlook, guidance, the assumptions underlying those statements, the benefits from the use of nCino’s solutions, our strategies, and general business conditions.

Second Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated March 17, 2024

Exhibit 10.1 SECOND AMENDMENT THIS SECOND AMENDMENT (this “Amendment”) dated as of March 17, 2024 to the Credit Agreement referenced below is by and among NCINO OPCO INC., a Delaware corporation (the “Borrower”), NCINO, INC., a Delaware corporation (“Holdings”), the other Guarantors identified on the signature pages hereto and Bank of America, N.A. as Lender (the “Lender”). W I T N E S S E T H WHE

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): March 17, 2024 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

nCino to Acquire DocFox Joint capabilities will simplify, automate, and drive efficiency across the onboarding and account opening experience for commercial and business banking Expands nCino’s solution to help financial institutions unify processes

Exhibit 99.1 nCino to Acquire DocFox Joint capabilities will simplify, automate, and drive efficiency across the onboarding and account opening experience for commercial and business banking Expands nCino’s solution to help financial institutions unify processes and serve clients end-to-end on a single platform WILMINGTON, N.C. - March 18, 2024 - nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud bank

US63947X1019 / nCino, Inc. / Dragoneer Investment Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d791331dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * nCino, Inc. (Name of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securities) 63947X101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the app

NCNO / nCino, Inc. / HMI Capital Management, L.P. Passive Investment

SC 13G/A 1 ncno13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.3)* nCino, Inc (Name of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securities) 63947U107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

US63947X1019 / nCino, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01521-ncinoinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: nCino Inc Title of Class of Securities: Common Stock CUSIP Number: 63947X101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursua

First Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated February 9, 2024

Exhibit 10.1 Execution Version FIRST AMENDMENT THIS FIRST AMENDMENT (this “Amendment”) dated as of February 9, 2024 to the Credit Agreement referenced below is by and among NCINO OPCO INC., a Delaware corporation (the “Borrower”), NCINO, INC., a Delaware corporation (“Holdings”), the other Guarantors identified on the signature pages hereto and Bank of America, N.A. as Lender (the “Lender”). W I T

US63947X1019 / nCino, Inc. / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G 1 fp0086862-38sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. n/a)* nCino, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63947X101 (CUSIP Number) December 31, 2023 (Date

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 9, 2024 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 Employe

nCino and Salesforce Expand Strategic Partnership to Further Modernize the Financial Services Industry Leaders in cloud innovation reinforce alliance to provide best-in-class solutions to the financial services industry by extending successful partne

nCino and Salesforce Expand Strategic Partnership to Further Modernize the Financial Services Industry Leaders in cloud innovation reinforce alliance to provide best-in-class solutions to the financial services industry by extending successful partnership to 2031 Updated commercial terms expected to improve nCino’s subscription gross margins Wilmington, N.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 20, 2023 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 Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 29, 2023 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 Employ

nCino Reports Third Quarter Fiscal Year 2024 Financial Results •Total Revenues of $121.9M, up 16% year-over-year •Subscription Revenues of $104.8M, up 19% year-over-year •GAAP Operating Margin of (11)%, up 700 basis points year-over-year •Non-GAAP Op

Exhibit 99.1 nCino Reports Third Quarter Fiscal Year 2024 Financial Results •Total Revenues of $121.9M, up 16% year-over-year •Subscription Revenues of $104.8M, up 19% year-over-year •GAAP Operating Margin of (11)%, up 700 basis points year-over-year •Non-GAAP Operating Margin of 17%, up 1,400 basis points year-over-year WILMINGTON, N.C., November 29, 2023 - nCino, Inc. (NASDAQ: NCNO), a pioneer i

US63947X1019 / nCino, Inc. / Insight Venture Partners X, L.P. - SCHEDULE 13D/A, AMENDMENT #1 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Deputy General Counsel and Chief Compliance Officer Insight Partners 1114 Avenue of the Americas, 36th Floor New York, NY 10

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 29, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

nCino Reports Second Quarter Fiscal Year 2024 Financial Results •Total Revenues of $117.2M, up 18% year-over-year •Subscription Revenues of $99.9M, up 18% year-over-year

Exhibit 99.1 nCino Reports Second Quarter Fiscal Year 2024 Financial Results •Total Revenues of $117.2M, up 18% year-over-year •Subscription Revenues of $99.9M, up 18% year-over-year WILMINGTON, N.C., August 29, 2023 - nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud banking for the global financial services industry, today announced financial results for the second quarter of fiscal year 2024, ende

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): June 22, 2023 nCino, Inc. (Exact

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): June 22, 2023 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 i

nCino Reports First Quarter Fiscal Year 2024 Financial Results •Total Revenues of $113.7M, up 21% year-over-year •Subscription Revenues of $97.3M, up 23% year-over-year •Cash from Operating Activities of $31.3M and GAAP Loss from Operations of $(8.6)

Exhibit 99.1 nCino Reports First Quarter Fiscal Year 2024 Financial Results •Total Revenues of $113.7M, up 21% year-over-year •Subscription Revenues of $97.3M, up 23% year-over-year •Cash from Operating Activities of $31.3M and GAAP Loss from Operations of $(8.6)M •Company Achieves Record Free Cash Flow of $29.7M and Record Non-GAAP Operating Income of $10.9M WILMINGTON, N.C., May 31, 2023 - nCino

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

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): May 31, 2023 nCino, Inc. (Exact n

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): May 31, 2023 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 in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit te d by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.

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): May 1, 2023 nCino, Inc. (Exact na

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): May 1, 2023 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 inc

As filed with the Securities and Exchange Commission on March 28, 2023

As filed with the Securities and Exchange Commission on March 28, 2023 Registration No.

Third Amendment to Office Lease (Existing Building) by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated March 20, 2023

Exhibit 10.26 THIRD AMENDMENT TO OFFICE LEASE THIS THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into effective as of March 20, 2023 (the “Amendment Date”) by and between Cloud Real Estate Holdings, LLC, a North Carolina limited liability company (“Landlord”), and nCino, Inc., a Delaware corporation (“Tenant”), upon the terms and conditions hereinafter set forth. Recitals A.Landlor

List of subsidiaries of nCino, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation or Organization nCino OpCo, Inc. United States (Delaware) nCino APAC Pty Ltd Australia FinSuite Pty Ltd Australia nCino New Zealand Limited New Zealand nCino Canada, Inc. Canada nCino Global Ltd United Kingdom nCino France France nCino Germany GmbH Germany nCino Spain S.L. Spain nCino K.K. Japan nC

nCino Reports Fourth Quarter and Fiscal Year 2023 Financial Results Q4 Total Revenues of $109.2M, up 46% year-over-year, Fiscal Year 2023 Total Revenues of $408.3M, up 49% year-over-year; Q4 Subscription Revenues of $92.8M, up 48% year-over-year, Fis

Exhibit 99.1 nCino Reports Fourth Quarter and Fiscal Year 2023 Financial Results Q4 Total Revenues of $109.2M, up 46% year-over-year, Fiscal Year 2023 Total Revenues of $408.3M, up 49% year-over-year; Q4 Subscription Revenues of $92.8M, up 48% year-over-year, Fiscal Year 2023 Subscription Revenues of $344.8M, up 53% year-over-year; Company Achieves Second Consecutive Quarter of Positive Non-GAAP O

Employment Agreement with April Rieger

Exhibit 10.8 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), by and between nCino, Inc., a Delaware corporation (the “Company”), and April Rieger (“You” or “Your”) (each, a “Party” and collectively, the “Parties”), is entered into and effective as of September 1, 2021 (the “Effective Date”). WHEREAS, You are an employee of the Company; WHEREAS, the Parties de

First Amendment to Office Lease (New Building) by and between nCino, Inc. and Cloud Real Estate Holdings, LLC, dated March 20, 2023

Exhibit 10.25 FIRST AMENDMENT TO OFFICE LEASE THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is entered into effective as of March 20, 2023 (the “Amendment Date”) by and between Cloud Real Estate Holdings, LLC, a North Carolina limited liability company (“Landlord”), and nCino, Inc., a Delaware corporation (“Tenant”), upon the terms and conditions hereinafter set forth. Recitals A.Landlor

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): March 28, 2023 nCino, Inc. (Exact

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): March 28, 2023 nCino, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41211 87-4154342 (State or other jurisdiction of (Commission file number) (I.R.S. Employ

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) nCino, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Equity (3) Common Stock, par value $0.0005 per s

Employment Agreement with Matthew Hansen

Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between SimpleNexus, LLC, a Utah limited liability company (the “Company”) and a wholly owned, indirect subsidiary of nCino, Inc., a Delaware corporation (the “Parent”), and Matt Hansen (“You” or “Your”) (each, a “Party” and collectively, the “Parties”), is entered into and effective as of January 7, 2022 (the “E

Description of Capital Stock

Exhibit 4.11 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) is a summary and does not purport to be complete. The terms “nCino”, “we”, “our” and “us” as used herein refer to nCino,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41211 nCino, I

Amended and Restated Employment Agreement with Gregory D. Orenstein

Exhibit 10.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), by and between nCino, Inc., a Delaware corporation (the "Company"), and Gregory D. Orenstein ("You" or "Your") (each, a "Party" and collectively, the "Parties"), is entered into and effective as of July 6, 2020 (the "Effective Date"). WHEREAS, You are an employee of the Company;

4Q FY23 Subscription Revenues (includes $16M from SimpleNexus) 4Q FY23 Total Revenues (includes $17M from SimpleNexus) Revenue: $109M Growth Rate: 46% FY2023 Total Revenues (includes $65M from SimpleNexus) Revenue: $408M Growth Rate: 49% FY2023 Subsc

a4qfiscal2023earningspre 4Q FY23 Subscription Revenues (includes $16M from SimpleNexus) 4Q FY23 Total Revenues (includes $17M from SimpleNexus) Revenue: $109M Growth Rate: 46% FY2023 Total Revenues (includes $65M from SimpleNexus) Revenue: $408M Growth Rate: 49% FY2023 Subscription Revenues (includes $60M from SimpleNexus) Revenue: $93M Growth Rate: 48% Revenue: $345M Growth Rate: 53% 4Q FY23 Non-

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): March 13, 2023 nCino, Inc. (Exact

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): March 13, 2023 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

US63947X1019 / nCino, Inc. / STAD MARC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * nCino, Inc. (Name of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securities) 63947X101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

NCNO / nCino, Inc. / HMI Capital Management, L.P. Passive Investment

SC 13G/A 1 ncno13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* nCino, Inc (Name of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securities) 63947U107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0005 per share, of nCino, Inc. and further agree that this Joint Filing Agreement sha

Other Events

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): February 8, 2023 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 Employe

US63947X1019 / nCino, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: nCino Inc. Title of Class of Securities: Common Stock CUSIP Number: 63947X101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 17, 2023 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 Emplo

Separation and Release Agreement, dated January 19, 2023, by and among David Rudow and nCino, Inc.

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is hereby made and entered into this 19th day of January, 2023, by and between nCino OpCo, Inc., a Delaware corporation, on behalf of itself and its Affiliates (collectively, the “Company”), and the undersigned employee, referred to in this Agreement as “you.” “Affiliate” means any entity that con

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

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): January 17, 2023 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 Employe

nCino Announces Chief Financial Officer Transition Company Reaffirms Q4 and Full Fiscal Year 2023 Financial Guidance

Exhibit 99.1 nCino Announces Chief Financial Officer Transition Company Reaffirms Q4 and Full Fiscal Year 2023 Financial Guidance WILMINGTON, N.C., January 18, 2023 - nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud banking and digital transformation solutions for the global financial services industry, today announced the appointment of Greg Orenstein as nCino’s Chief Financial Officer. Orenstein w

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 30, 2022 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 Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

nCino Reports Third Quarter Fiscal Year 2023 Financial Results •Total Revenues of $105.3M, up 50% year-over-year •Subscription Revenues of $88.3M, up 55% year-over-year •Organic Subscription Revenues of $72.9M, up 28% year-over-year

Exhibit 99.1 nCino Reports Third Quarter Fiscal Year 2023 Financial Results ?Total Revenues of $105.3M, up 50% year-over-year ?Subscription Revenues of $88.3M, up 55% year-over-year ?Organic Subscription Revenues of $72.9M, up 28% year-over-year WILMINGTON, N.C., November 30, 2022 - nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud banking and digital transformation solutions for the global financial

New Building Completion Notice

Exhibit 10.1 ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. ?[***]? indicates that information has been redacted. Cloud Real Estate Holdings, LLC October 26, 2022 To: Pierre Naud? & Katie Smith, nCino, Inc. Re: Notice of New Building Comple

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): November 22, 2022 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 Employ

Amended and Restated Bylaws

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF NCINO, INC. (hereinafter called the ?Corporation?) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the bo

nCino Appoints New Board Member Co-founder and former CEO of Global Data Consortium, Bill Spruill, joins nCino's Board of Directors

Exhibit 99.1 News Release nCino Appoints New Board Member Co-founder and former CEO of Global Data Consortium, Bill Spruill, joins nCino's Board of Directors WILMINGTON, N.C., NOVEMBER 29, 2022 - nCino (NASDAQ: NCNO), a pioneer in cloud banking and digital transformation solutions for the global financial services industry, today announced that it has appointed William (Bill) Spruill to its Board

nCino Reports Second Quarter Fiscal Year 2023 Financial Results •Total Revenues of $99.6M, up 50% year-over-year •Subscription Revenues of $84.4M, up 57% year-over-year •Organic Subscription Revenues of $69.4M, up 29% year-over-year

Exhibit 99.1 nCino Reports Second Quarter Fiscal Year 2023 Financial Results ?Total Revenues of $99.6M, up 50% year-over-year ?Subscription Revenues of $84.4M, up 57% year-over-year ?Organic Subscription Revenues of $69.4M, up 29% year-over-year WILMINGTON, N.C., September 1, 2022 - nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud banking and digital transformation solutions for the global financial

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 1, 2022 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 Employ

Submission of Matters to a Vote of Security Holders

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): June 23, 2022 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 i

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): June 1, 2022 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 in

nCino Reports First Quarter Fiscal Year 2023 Financial Results •Total Revenues of $94.2M, up 51% year-over-year •Subscription Revenues of $79.2M, up 55% year-over-year •Organic Subscription Revenues of $65.6M, up 29% year-over-year

Exhibit 99.1 nCino Reports First Quarter Fiscal Year 2023 Financial Results ?Total Revenues of $94.2M, up 51% year-over-year ?Subscription Revenues of $79.2M, up 55% year-over-year ?Organic Subscription Revenues of $65.6M, up 29% year-over-year WILMINGTON, N.C., June 1, 2022 - nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud banking and digital transformation solutions for the global financial servi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 d341189ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) nCino, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Equity (3) Common Stock, par value $0.0005 per s

As filed with the Securities and Exchange Commission on March 31, 2022

S-8 1 forms-8registrationofcommo.htm S-8 As filed with the Securities and Exchange Commission on March 31, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 nCino, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 87-4154342 (State or Other Jurisdiction of Incorporat

Form of Common Stock Certificate

exhibit41ncinoincstockce Exhibit 4.1 The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a

List of subsidiaries of nCino, Inc.

EX-21.1 6 exhibit211fy202210k.htm EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation or Organization nCino OpCo, Inc. United States (Delaware) nCino APAC Pty Ltd Australia FinSuite Pty Ltd Australia nCino New Zealand Limited New Zealand nCino Canada, Inc. Canada nCino Global Ltd United Kingdom nCino France France nCino Germany GmbH Germany

Description of Capital Stock

Exhibit 4.11 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) is a summary and does not purport to be complete. The terms “nCino”, “we”, “our” and “us” as used herein refer to nCino,

March 31, 2022 Cautionary Note Regarding Forward-Looking Statements, Disclaimers and Financial Measures This presentation contains forward-looking statements about nCino’s financial and operating results, including statements regarding nCino’s future

March 31, 2022 Cautionary Note Regarding Forward-Looking Statements, Disclaimers and Financial Measures This presentation contains forward-looking statements about nCino?s financial and operating results, including statements regarding nCino?s future performance and outlook, the assumptions underlying those statements, the benefits from the use of nCino?s solutions, our strategies, and general business conditions.

Form of Assignment and Assumption Agreement entered into by and among nCino OpCo, Inc., nCino, Inc., and its directors and executive officers relating to each applicable Indemnification Agreement

Exhibit 10.9 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of , 2022, is made by and between nCino OpCo, Inc., a Delaware corporation (formerly known as nCino, Inc.) (“Assignor”), nCino, Inc., a Delaware corporation (formerly known as Penny HoldCo, Inc.) (“Assignee”) and (the “Beneficiary”). Assignor, Assignee and Beneficiary are

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41211 nCino, I

Fourth Quarter, Fiscal 2022 March 31, 2022 Cautionary Note Regarding Forward-Looking Statements, Disclaimers and Financial Measures This presentation contains forward-looking statements about nCino’s financial and operating results, including stateme

Fourth Quarter, Fiscal 2022 March 31, 2022 Cautionary Note Regarding Forward-Looking Statements, Disclaimers and Financial Measures This presentation contains forward-looking statements about nCino?s financial and operating results, including statements regarding nCino?s future performance and outlook, the assumptions underlying those statements, the benefits from the use of nCino?s solutions, our strategies, and general business conditions.

Form of Assignment and Assumption Agreement entered into by and among nCino OpCo, Inc., nCino, Inc., and its executive officers relating to each applicable Executive Employment Agreement

Exhibit 10.10 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of , 2022, is made by and between nCino OpCo, Inc., a Delaware corporation (formerly known as nCino, Inc.) (“Assignor”), nCino, Inc., a Delaware corporation (formerly known as Penny HoldCo, Inc.) (“Assignee”) and (the “Beneficiary”). Assignor, Assignee and Beneficiary are

nCino Reports Fourth Quarter and Fiscal Year 2022 Financial Results Fiscal Year 2022 Total Revenues of $273.9M, up 34% year-over-year; Q4 Total Revenues of $75.0M, up 32% year-over-year Fiscal Year 2022 Subscription Revenues of $224.9M, up 38% year-o

EX-99.1 2 fourthquarterearningspress.htm EX-99.1 Exhibit 99.1 nCino Reports Fourth Quarter and Fiscal Year 2022 Financial Results Fiscal Year 2022 Total Revenues of $273.9M, up 34% year-over-year; Q4 Total Revenues of $75.0M, up 32% year-over-year Fiscal Year 2022 Subscription Revenues of $224.9M, up 38% year-over-year; Q4 Subscription Revenues of $62.8M, up 40% year-over-year Fiscal Year 2023 Tot

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2022 nCino, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41211 87-4154342 (State or other jurisdiction of (Commission file number) (I.R.S. Employ

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 11, 2022 nCino, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41211 87-4154342 (State or other jurisdiction of incorporation or organization) (Comm

Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated February 11, 2022

Exhibit 10.1 CREDIT AGREEMENT Dated as of February 11, 2022 among NCINO OPCO, INC., as the Borrower, NCINO, INC. AND CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as the Guarantors, and BANK OF AMERICA, N.A., as the Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 23 1.03 Accounting Terms 24 1.04 Rounding 24 1.05 Times o

NCNO / nCino, Inc. / HMI Capital Management, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* nCino, Inc (Name of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securities) 63947U107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

DE:6NCA / Ncino Inc. / SALESFORCE.COM, INC. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2 ? Exit Filing)* nCino, Inc. (Name of Issuer) Common stock, par value $0.0005 per share (Title of Class of Securities) 63947X101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

NCNO / nCino, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: nCino Inc. Title of Class of Securities: Common Stock CUSIP Number: 63947U107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b) ??Rule 13d-1(c

Insight Venture Partners X, L.P. - SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 nCino, Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of Securities) 63947X101 (CUSIP Number) Andrew Prodromos Deputy General Counsel and Chief Compliance Officer Insight Partners 1114 Avenue of the Americas, 36th Floor New York, NY 10036 (212) 230-9200

JOINT FILING AGREEMENT

EX-7.1 2 i49224869b.htm JOINT FILING AGREEMENT Exhibit 7.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Assignment and Assumption Agreement, dated January 7, 2022, by and among nCino, Inc. and nCino OpCo, Inc., with respect to the First Amended and Restated Investors’ Rights Agreement, dated as of February 12, 2015, by and among nCino, Inc. and certain Investors

EX-4.1 4 d246602dex41.htm EX-4.1 Exhibit 4.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of January 7, 2022, is made by and between nCino OpCo, Inc., a Delaware corporation (formerly known as nCino, Inc.) (“Assignor”), and nCino, Inc., a Delaware corporation (formerly known as Penny HoldCo, Inc.) (“Assignee”). Assignor and Assignee are

As filed with the Securities and Exchange Commission on January 10, 2022

Table of Contents As filed with the Securities and Exchange Commission on January 10, 2022 Registration No.

Amended and Restated Bylaws of the Company, effective as of January 7, 2022.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NCINO, INC. (hereinafter called the ?Corporation?) (effective as of January 7, 2022) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be desi

Amended and Restated Bylaws of the Company, effective as of January 7, 2022.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NCINO, INC. (hereinafter called the ?Corporation?) (effective as of January 7, 2022) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be desi

Amended and Restated Certificate of Incorporation of the Company, effective as of January 7, 2022.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENNY HOLDCO, INC., a Delaware corporation Penny HoldCo, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: A. The name of the Corporation is Penny HoldCo, Inc. The Corporation?s original certificate of incorporation was filed with the office of the Sec

Press release of nCino, Inc. dated January 10, 2022 (furnished and not filed)

Exhibit 99.1 News Release nCino Completes Acquisition of SimpleNexus Extends cloud-based platform with leading homeownership point-of-sale and mobile-first capabilities WILMINGTON, N.C. ? Jan. 10, 2022 ? nCino, Inc. (NASDAQ: NCNO), a pioneer in cloud banking and digital transformation solutions for the global financial services industry, today announced that it has completed its acquisition of Sim

As filed with the Securities and Exchange Commission on January 10, 2022

As filed with the Securities and Exchange Commission on January 10, 2022 Registration Nos.

As filed with the Securities and Exchange Commission on January 10, 2022

As filed with the Securities and Exchange Commission on January 10, 2022 Registration Nos.

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): January 7, 2022 nCino, Inc. (Exac

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): January 7, 2022 nCino, Inc. (Exact name of registrant as specified in its charter) Delaware 87-4154342 (State or other jurisdiction of incorporation) (Commission file number) (IRS Emp

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENNY HOLDCO, INC., a Delaware corporation Penny HoldCo, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: A. The name of the Corporation is Penny HoldCo, Inc. The Corporation?s original certificate of incorporation was filed with the office of the Sec

Amended and Restated Bylaws

EX-3.2 3 d246602dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NCINO, INC. (hereinafter called the “Corporation”) (effective as of January 7, 2022) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation for the election of directors or for any other purpose shall be held at such time and place, either within or without the St

Amended and Restated Certificate of Incorporation of the Company, effective as of January 7, 2022.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PENNY HOLDCO, INC., a Delaware corporation Penny HoldCo, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: A. The name of the Corporation is Penny HoldCo, Inc. The Corporation?s original certificate of incorporation was filed with the office of the Sec