0001902733FALSE00019027332025-01-312025-01-31

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)

Delaware001-4121187-4154342
(State or other jurisdiction of(Commission file number)(IRS Employer
incorporation)Identification No.)
6770 Parker Farm Drive
Wilmington, North Carolina 28405
(Address of Principal Executive Offices, Including Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 676-2466

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:    

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0005 per shareNCNOThe Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2025, the Board of Directors (the “Board”) of nCino, Inc. (the “Company”) appointed Sean Desmond, the Company’s Chief Product Officer, as the Company’s Chief Executive Officer, and appointed Pierre Naudé, the Company’s Chairman and Chief Executive Officer, as the Executive Chairman of the Board, both effective February 1, 2025. On the same date, Mr. Naudé determined to step down as the Company’s Chief Executive Officer, effective February 1, 2025. In addition, on January 31, 2025, the Board also approved an increase in the size of the Board from eight to nine directors, and appointed Mr. Desmond as a Class II Director, effective February 1, 2025. Mr. Desmond will stand for election as a director at the 2025 annual meeting of stockholders.

Mr. Desmond, 52, was appointed Chief Product Officer of the Company on May 1, 2024. He previously served as the Company’s Chief Customer Success Officer from July 2013 until May 1, 2024. Prior to joining the Company, Mr. Desmond held various leadership positions from February 1999 to June 2013 at Informatica, an enterprise cloud data management provider, most recently serving as Vice President, Global Delivery from January 2012 to June 2013. Prior to Informatica, Mr. Desmond served as a Business Analyst at Platinum Technologies (acquired by Computer Associates), a database management software company, from August 1996 to January 1999. Mr. Desmond holds a B.B.A. in Business Administration from James Madison University.

There are no arrangements or understandings between Mr. Desmond and any other persons pursuant to which he was selected as a director, and there are no family relationships between Mr. Desmond and any director or executive officer of the Company. Mr. Desmond has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Desmond will not serve on any committees of the Board or receive any directors’ fees.

Compensation Arrangement with Mr. Desmond

In connection with his appointment as the Company’s President and Chief Executive Officer, Mr. Desmond entered into an amended and restated employment agreement (the “Amended Desmond Agreement”) with the Company through its operating subsidiary, nCino OpCo, Inc. The Amended Desmond Agreement is generally consistent with Mr. Desmond’s existing employment agreement, except that the Amended Desmond Agreement provides for (i) an increase to Mr. Desmond’s annual base salary to $500,000; (ii) an increase to Mr. Desmond’s target annual bonus opportunity equal to 100% of his annual base salary, with the actual payment amount to be determined upon the satisfaction of goals and objectives established by the Compensation Committee of the Board, and subject to such other terms and conditions of the annual cash bonus program maintained for senior executive officers of the Company (the “Annual Incentive Program”); and (iii) an equity incentive opportunity with a target grant date fair value equal to $8.2 million for the Company’s fiscal year 2026. In addition, the Amended Desmond Agreement provides that, in the event that Mr. Desmond’s employment is terminated by the Company without “Cause” or by Mr. Desmond for “Good Reason” (each as defined in the Amended Desmond Agreement), in each case, prior to a “Change in Control” (as defined in the Amended Desmond Agreement) or more than 18 months following a Change in Control, then, among other things, Mr. Desmond’s outstanding equity awards will vest upon such termination to the extent that the normal vesting date for such awards would have occurred within 24 months of such termination of employment (increased from 12 months), subject to his execution and non-revocation of a release of claims in favor of the Company.

Compensation Arrangement with Mr. Naudé

In connection with his appointment as Executive Chairman of the Company, Mr. Naudé entered into a letter agreement with the Company (the “Naudé Letter Agreement”), which provides for an initial term expiring on February 1, 2026, which term will automatically renew for additional one-year increments until either party provides 30 days’ prior written notice of non-renewal to the other party. Pursuant to the Naudé Letter Agreement, while serving as Executive Chairman, Mr. Naudé will be eligible (i) to receive an annual base salary of $260,000, (ii) to participate in the Annual Incentive Program, with a target annual bonus opportunity of $260,000 for the Company’s fiscal year 2026, with the actual payment amount to be determined upon the satisfaction of goals and objectives established by the Compensation Committee of the Board, and subject to such other terms and conditions of the Annual Incentive Program, (iii) to participate in the equity incentive program maintained for senior executive officers of the Company, with a target equity incentive opportunity of $4 million for the Company’s fiscal year


2026; and (iv) except as otherwise described above, to continue receiving the compensation and benefits at the same level as he received immediately prior to February 1, 2025. In the event that Mr. Naudé’s service as Executive Chairman is terminated by the Board without “Cause” or by Mr. Naudé for “Good Reason” (each as defined in his Amended and Restated Employment Agreement, by and between Mr. Naudé and nCino OpCo, Inc., entered into and effective as of December 12, 2024) (the “Naudé Employment Agreement”)), then Mr. Naudé will be eligible for the severance benefits payable under the Naudé Employment Agreement in the event of such terminations of employment, but with such amounts adjusted to reflect his compensation at the time of such termination of employment. In addition, in the event that Mr. Naudé is requested to resign as a Board member prior to the conclusion of his current term on the Board, then upon his resignation from the Board, and subject to his execution and non-revocation of a release of claims in favor of the Company, Mr. Naudé’s outstanding and unvested equity awards will vest in full upon such resignation.

The foregoing description of the Amended Desmond Agreement and the Naudé Letter Agreement is qualified in its entirety by reference to such agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01    Regulation FD Disclosure.

The Company issued a press release, dated February 3, 2025, related to Mr. Desmond’s appointment as President and Chief Executive Officer and Mr. Naudé’s transition to Executive Chairman described above. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

nCino, Inc.
Date: February 3, 2025By:/s/ April Rieger
April Rieger
Chief Legal & Compliance Officer and Secretary


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; and

WHEREAS, the Parties desire to enter into this Agreement, as an amendment and restatement to the Amended and Restated Employment Agreement, effective as of December 19, 2024, between the Company and You (the "Prior Agreement"), to express the terms and conditions of Your continued employment with the Company (or any of its affiliates) as described herein.

NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, the Parties agree as follows:

1.    At-Will Employment. This Agreement does not create a contract for employment for a definite period or a contract for any particular benefits. Your employment with the Company shall be and remain at all times an at-will relationship. This means that at either Your option or the Company’s option, Your employment may be terminated at any time, with or without Cause, and with or without notice. The period from February 1, 2025 through the date of the termination of Your employment hereunder is referred to herein as the “Term.”

2.    Positions and Authority. Commencing on February 1, 2025, you shall serve as the Company’s Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”), and you shall be appointed a member of the Board to hold office until the Company’s 2025 Annual Meeting of Stockholders and, for the full term of Your employment as Chief Executive Officer, the Company shall cause You to be nominated for election as a member of the Board and use its best efforts to secure such election. You agree to serve in the officer positions referred to in this Section 2 and continue to serve as a director of the Company, if elected or reelected by the stockholders of the Company, and to perform diligently and to the best of Your abilities the duties and services pertaining to such offices as set forth in the Bylaws of the Company, as well as such additional duties and services appropriate to such offices that the Parties may agree upon from time to time. Your principal place of work shall continue to be located in Wilmington, North Carolina, subject to business travel as reasonably necessary in the performance of Your duties for the Company.

During the Term, You shall devote Your full business time and efforts to the business and affairs of the Company and its subsidiaries, provided that You shall be entitled to serve on civic, charitable, educational, religious, public interest or public service boards, and to manage Your personal and family investments, in each case, to the extent such activities do not materially interfere with the performance of Your duties and responsibilities hereunder. You shall not become a director of any for profit entity without first receiving the approval of the Nominating and Corporate Governance Committee of the Board.



3.    Compensation and Benefits.

    (a)    Base Salary. As compensation for Your performance of Your duties hereunder, the Company shall pay to You an initial Base Salary of $500,000.00 per year, payable in accordance with the normal payroll practices of the Company. The Base Salary shall be reviewed for increases but not decreases by the Compensation Committee of the Board (the “Compensation Committee”) in good faith, based upon the Company’s and Your performance and the Company’s pay philosophy, not less often than annually. The term “Base Salary” shall refer to the Base Salary as may be in effect from time to time.


    (b)    Annual Incentive Compensation. During the Term, You shall be eligible to participate in the annual cash bonus program maintained for senior executive officers of the Company (the “Annual Incentive Program”), with a target annual bonus opportunity equal to 100% of Base Salary. The annual bonus shall be reviewed for increases but not decreases by the Compensation Committee. The actual amount of the annual bonus earned by and payable to You for any year or portion of a year, as applicable, shall be determined upon the satisfaction of goals and objectives established by the Compensation Committee, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect from time to time. Each bonus paid under the Annual Incentive Program shall be paid to You no later than two and a half months following the fiscal year in which the bonus is earned. Except as provided in Section 4, Your right to a bonus under the Annual Incentive Program is subject to Your continued employment with the Company through the applicable payment date of the bonus.


    (c)    Equity Incentive Program. During the Term, You shall be eligible to participate in the equity incentive program maintained for senior executive officers of the Company (the “Equity Incentive Program”), with an Equity Incentive Program target opportunity and equity vehicles determined by the Compensation Committee for each year of participation thereunder; provided, that the target grant date fair value of your equity incentive opportunity under the Company’s Equity Incentive Program for the Company’s fiscal year 2026 shall be equal to $8,200,000 and shall be granted to you on May 1, 2025, provided that you are serving as the Company’s Chief Executive Officer as of such date and with such awards subject to the terms of the Company’s equity plan and the underlying equity award agreements approved by the Compensation Committee.


    (d)    Employee Benefits and Perquisites. During the Term, You shall be entitled to receive all benefits and perquisites of employment generally available to other members of the Company’s senior executive management, upon Your satisfaction of the eligibility or participation criteria therefor. The Company reserves the right to modify or terminate employee benefits and perquisites at its discretion.


    (e)    Business Expenses. Subject to Section 23, You shall be reimbursed for reasonable travel and other expenses incurred in the performance of Your duties on behalf of the



Company in a manner consistent with the Company’ s policies regarding such reimbursements, as may be in effect from time to time.

4.    Compensation Upon Termination. Subject to the terms and conditions of this Agreement:
    (a)    Death. If Your employment with the Company (or any of its affiliates) is terminated as a result of Your death, the Company shall pay Your estate, or as may be directed by the legal representatives of Your estate, (i) Your Base Salary due through the date of termination, and (ii) a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to executive officers of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned).

    (b)    Disability. If Your employment with the Company (or any of its affiliates) is terminated by the Company as a result of You being substantially unable to perform the essential functions of Your then-current position with the Company (or any of its affiliates) by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for three (3) consecutive months (provided that until such termination, You shall continue to receive Your then-current compensation and benefits, reduced by any benefits payable to You under any disability insurance policy or plan applicable You), the Company shall pay You (i) Your Base Salary due through the date of termination, and (ii) a pro rata portion of Your annual cash bonus for the fiscal year of termination, with such bonus based on actual performance results for the fiscal year of termination and pro-rated for the portion of the year during which You were employed by the Company and such bonus payable at the same time bonuses are paid to executive officers of the Company (but in any event no later than two and a half months following the fiscal year in which the bonus is earned); provided, that payments so made to You with respect to any period that You are substantially unable to perform the essential functions of Your then-current position with the Company (or any of its affiliates) by reason of illness, physical or mental illness or other similar incapacity shall be reduced by the sum of the amounts, if any, payable to You by reason of such disability, at or prior to the time of any such payment, under any disability insurance policy or benefit plan and which amounts have not previously been applied to reduce any such payment.

    (c)    Termination by the Company for Cause or by You without Good Reason. If the Company (or any of its affiliates) terminates Your employment for Cause or You terminate Your employment without Good Reason, the Company shall pay You Your Base Salary due through the date of termination and shall have no further obligations to You.

    (d)    Termination by the Company without Cause or by You with Good Reason Prior to a Change in Control or More Than Eighteen Months Following a Change in Control. If (i) the Company (or any of its affiliates) terminates Your employment without Cause, or (ii) You terminate Your employment for Good Reason, in either case, prior to a Change in Control or more than eighteen months following a Change in Control, then the Company shall:

            (A)    pay You (i) Your Base Salary due through the date of termination, (ii) an amount equal to one (1) times Your then-current annual Base Salary, such amount paid in



substantially equal installments as of the last day of each month during the twelve (12) month period commencing on Your date of termination (the "Severance Period"), with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date, and (iii) an amount equal to one (1) times Your target annual cash bonus for the fiscal year of termination (provided, that if Your termination occurs prior to the date on which Your target annual bonus is determined for the fiscal year of termination, Your target annual bonus shall be based on the target annual bonus established for the fiscal year preceding the fiscal year of termination), such amount paid in substantially equal installments as of the last day of each month during the Severance Period, with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date; provided, however, that if the conditions of Section 5 have not been met upon the date(s) that any payment is or payments are due pursuant to clauses (ii) and (iii) under this Section 4(d)(A), such payment(s) will not be made upon the date specified above, and such withheld payment(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement (but in any event no later than two and a half months following Your termination of employment, subject to Your compliance with Section 5).

            (B)    reimburse You, on a monthly basis, for any COBRA premiums You pay for You and any of Your dependents during the Severance Period (less the amount of any premium amount that would have been payable by You for such coverage, if any, if You had been actively employed by the Company), if and to the extent You and/or Your eligible dependents are entitled to and elect COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the date of termination, provided, however, that (i) notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply, (ii) payments pursuant to this Section 4(d)(B) shall cease earlier than the expiration of the Severance Period if You become eligible to receive health benefits pursuant to a plan maintained by a subsequent employer, including through a spouse’s employer, during such period, and You shall promptly notify the Company of Your becoming eligible for such coverage, (iii) amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to You or the Company under either Code §105(h) or the Patient Protection and Affordable Care Act of 2010 and (iv) if the conditions of Section 5 have not been met upon the date(s) that any reimbursement is or reimbursements are due pursuant to this Section 4(d)(B), such reimbursement(s) will not be made until the conditions of Section 5 have been met, and any such withheld reimbursement(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement (but in any event no later than two and a half months following Your termination of employment, subject to Your compliance with Section 5); and



            (C)    cause any then-outstanding equity awards with respect to the Company, including but not limited to, options to purchase common stock of the Company and restricted stock units, if any, then held by You to vest as of such date of termination to the extent that the normal vesting date for such awards would have occurred on or prior to the 24-month anniversary of such termination of employment; provided, however, if Your termination occurs before a Change in Control has occurred, any equity awards that do not vest pursuant to the foregoing, shall remain outstanding and be forfeited without consideration on the six (6) month anniversary of such termination unless a Change in Control occurs within such six (6) month period, in which case, such outstanding awards will be fully vested and exercisable immediately prior to such Change in Control (with You having ninety (90) days following such Change in Control to exercise such vested stock options if such options remain outstanding following such Change in Control).

(e) Termination by the Company without Cause or by You with Good Reason On or within Eighteen Months following a Change in Control. If (i) the Company (or any of its affiliates) terminates Your employment without Cause, or (ii) You terminate Your employment for Good Reason, in each case, on or prior to the eighteen month anniversary of a Change in Control (a "CIC Qualifying Termination"), then, in lieu of the benefits set forth in Section 4(d), the Company shall:

            (A)    pay You (i) Your Base Salary due through the date of termination, and (ii) an aggregate amount equal to one and a half (1.5) times the sum of (x) Your then-current annual Base Salary and (y) Your target annual cash bonus for the fiscal year of termination (provided, that if Your termination occurs prior to the date on which target annual bonuses are determined for the fiscal year of termination, Your target annual bonus shall be based on the target annual bonus established for the fiscal year preceding the fiscal year of termination), in a lump sum within sixty (60) days of Your date of termination; provided, however, (1) if the Change in Control is not a “change in control event” within the meaning of Section 409A or (2) a lump sum payment would otherwise not comply with or be exempt from Section 409A, then the amounts set forth in clause (ii) shall be paid to You in substantially equal installments as of the last day of each month during the eighteen (18) month period commencing on Your date of termination (the “CIC Severance Period”), with the first installment paid within sixty (60) days following Your termination of employment and such first installment including such amounts as would have otherwise been paid during the period beginning on the date of Your termination of employment and ending on such payment date; provided, however, that if the conditions of Section 5 have not been met upon the date(s) that any payment is or payments are due pursuant to clause (ii) under this Section 4(e)(A), such payment(s) will not be made upon the date specified above, and such withheld payment(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation &



Release Agreement (but in any event no later than two and a half months following Your termination of employment, subject to Your compliance with Section 5); and

            (B)    reimburse You, on a monthly basis, for any COBRA premiums You pay for You and any of Your dependents during the CIC Severance Period (less the amount of any premium amount that would have been payable by You for such coverage, if any, if You had been actively employed by the Company), if and to the extent You and/or Your eligible dependents are entitled to and elect COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the date of termination, provided, however, that (i) notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply, (ii) payments pursuant to this Section 4(e)(B) shall cease earlier than the expiration of the CIC Severance Period if You become eligible to receive health benefits pursuant to a plan maintained by a subsequent employer, including through a spouse’s employer, during such period, and You shall promptly notify the Company of Your becoming eligible for such coverage, (iii) amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to You or the Company under either Code §105(h) or the Patient Protection and Affordable Care Act of 2010 and (iv) if the conditions of Section 5 have not been met upon the date(s) that any reimbursement is or reimbursements are due pursuant to this Section 4(e)(B), such reimbursement(s) will not be made until the conditions of Section 5 have been met, and any such withheld reimbursement(s) will instead be made, subject to Section 23, on the first payroll date following the effective date of the Separation & Release Agreement (but in any event no later than two and a half months following Your termination of employment, subject to Your compliance with Section 5).

5.    Release Obligations; No Other Severance. The Company's obligation to pay You the separation payments set forth in Section 4(d) and Section 4(e) (excluding, in either case, Your Base Salary due through the date of termination) shall be conditioned upon Your execution and non-revocation, within the timeframe specified by the Company (but no later than fifty two (52) days following Your date of termination), and compliance with, a valid and binding separation and release agreement (the "Separation & Release Agreement") in the Company's customary form. You hereby acknowledge and agree that, other than the severance payments and benefits described in this Agreement, upon the effective date of the termination of Your employment, You shall not be entitled to any other severance payments or benefits of any kind under any Company benefit



plan, severance policy generally available to the Company's employees or otherwise and all of Your other rights to compensation shall end as of such date, except as set forth in this Agreement.

6.    Change in Control Vesting. Unless otherwise expressly provided for in an equity award agreement, any equity awards, including but not limited to, options to purchase common stock of the Company, shares of restricted stock, and restricted stock units, if any, then held by You will be fully vested and exercisable in full in the event of Your CIC Qualifying Termination.

7.    Section 280G. Notwithstanding anything to the contrary in this Agreement, You expressly agree that if the payments and benefits provided for in this Agreement or any other payments and benefits which You have the right to receive from the Company and its affiliates (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (i) reduced (but not below zero) so that the present value of the Payments will be one dollar ($1.00) less than three times Your “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by You shall be subject to the excise tax imposed by Section 4999 of the Code or (ii) paid in full, whichever produces the better net after-tax result to You. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A and then reducing any Payments subject to Section 409A in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Compensation Committee or its designee in good faith, which determination will be conclusive and binding upon You and the Company for all purposes. In making such determination, the Compensation Committee or its designee may engage the services of accountants or other professional advisors, and may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code (including but not limited to Sections 280G and 4999). If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Your base amount, then You shall immediately repay such excess to the Company.

8.    Withholding. All payments made pursuant to this Agreement will be subject to applicable withholdings, including such federal, state, and local income and payroll taxes as the Company determines are required to be withheld pursuant to applicable law.

9.    Definitions.

        (a)     "Cause" means (i) the indictment or conviction of, or plea of "guilty" or "no contest" to, a felony or a crime involving moral turpitude (excluding a traffic violation not involving any period of incarceration) or the commission of any other act or omission involving



dishonesty or fraud by You or at Your direction with respect to, and materially adversely affecting the business affairs of, the Company or any of its affiliates or any of their customers or suppliers, (ii) conduct tending to bring the Company or any of its affiliates into substantial public disgrace or disrepute that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliates, (iii) substantial and repeated failure or refusal to perform duties of the office held by You as reasonably directed by the Company (other than any such failure resulting from Your incapacity due to injury or illness), and such failure is not cured within thirty (30) days after You receive written notice thereof from the Company that specifically identifies the manner in which the Company believes You have not substantially performed Your duties, (iv) gross negligence or willful misconduct with respect to the Company or any of its affiliates that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliate, or (v) any material breach of the policies of the Company (as set forth in the manuals or statements of policy of the Company), this Agreement or the Covenants Agreement (defined below). For purposes of this provision, no act or failure to act on Your part shall be considered “willful” unless it is done, or omitted to be done, by You in bad faith or without reasonable belief that Your action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by You in good faith and in the best interests of the Company. If, within thirty (30) days subsequent to Your termination for any reason, it is discovered that Your employment could have been terminated for Cause, as determined by the Board in its good faith, Your employment will be deemed to have been terminated for Cause for all purposes under this Agreement, You will be required to disgorge to the Company all amounts received by You pursuant to this Agreement on account of such termination that would not have been payable to You had such termination been by the Company for Cause, and the Company will be released from any further obligation to provide You with any separation payments or benefits of any kind.

        (b)     "Change in Control" shall have the same meaning as set forth in the nCino, Inc. 2019 Equity Incentive Plan, as amended and restated effective immediately prior to the completion of the Company's initial public offering or, solely with respect to equity awards outstanding as of the Effective Date, the equity plan and related award agreements pursuant to which such awards were granted.

        (c)     "Code" means the Internal Revenue Code of 1986, as amended.

        (d)     "Good Reason" shall exist if (i) the Company, without Your written consent (a) materially reduces Your authority, duties, or responsibilities from those applicable to You as of the Effective Date (including, following a Change in Control, any failure of the parent corporation of any controlled group of corporations that includes the Company, if the Company is not such parent corporation, to offer You a position with such parent corporation or a subsidiary thereof involving the same or substantially equivalent duties as Your then-current position with



the Company), (b) materially reduces Your Base Salary or target annual cash bonus (excluding any reduction as part of an across-the-board reduction in base salaries and target annual bonuses of all Company executive officers so long as the percentage reduction in Your Base Salary and target annual cash bonus is not greater than the percentage reduction applicable to other executive officers, for the same period as the reduction in other executive officer’s reduction in salary and target annual cash bonus and, in the event such reduction is later mitigated for other executive officers, Your Base Salary and target annual cash bonus is then increased by the same percentage applicable to other executive officers), or (c) requires You to relocate to a place more than 50 miles from Wilmington, North Carolina to perform Your duties; (ii) You provide written notice to the Company of such action within ninety (90) days of the occurrence thereof and provide the Company with thirty (30) days to remedy such action from the notice date (the “Cure Period”); (iii) the Company fails to remedy such action within the Cure Period; and (iv) You elect to resign within thirty (30) days of the expiration of the Cure Period.


        (e)     "Section 409A" means Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect.

10.    Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this Agreement and supersedes any prior communications, agreements or understandings, whether oral or written, between You and the Company (including, without limitation, the Prior Agreement) relating to the subject matter of this Agreement. Other than the terms of this Agreement, no other representation, promise or agreement has been made with You to cause You to sign this Agreement.

11.    Covenants Agreement. By execution of this Agreement, the Parties acknowledge the validity and effectiveness of the (i) Amended and Restated Non-Disclosure, Restrictive Covenants and Assignment of Inventions Agreement, and (ii) Acknowledgement and Agreement (collectively, the "Covenants Agreement") entered into by You with the Company. Notwithstanding anything in this Agreement or any other agreement to the contrary, You understand that nothing contained in this Agreement or any other agreement limits Your ability to report possible violations of law or regulation to or file a charge or complaint with the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission or regulatory authority (collectively, "Government Agencies"). You further understand that neither this Agreement nor any other Agreement limits Your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Furthermore (i) You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating



a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (ii) if You file a lawsuit for retaliation by the Company for reporting a suspected violation of law, You may disclose a trade secret to Your attorney and use the trade secret information in the court proceeding, if You file any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order.

12.    Governing Law Jurisdiction and Venue. The laws of the State of North Carolina will govern this Agreement. If North Carolina's conflict of law rules would apply another state's laws, the Parties agree that North Carolina law will still govern. You agree that any claim arising out of or relating to this Agreement will be brought exclusively in a state or federal court of competent jurisdiction in North Carolina. You consent to the personal jurisdiction of the state and/or federal courts located in North Carolina. You waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.

13.    Waiver. The Company's failure to enforce any provision of this Agreement will not act as a waiver of that or any other provision. The Company's waiver of any breach of this Agreement will not act as a waiver of any other breach.

14.    Severability. The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions will remain in full force and effect.

15.    Amendments. This Agreement may not be amended or modified except in writing signed by both Parties.

16.    Successors and Assigns. This Agreement will be assignable to, and will inure to the benefit of, the Company's successors and assigns, including, without limitation, successors through merger, name change, consolidation, or sale of a majority of the Company's stock or assets, and will be binding upon You and Your heirs and assigns. You may not assign, delegate or otherwise transfer any of Your rights, interests or obligations in this Agreement without the prior written approval of the Company.

17.    Survival. Sections 4, 5, and 7 through 23, and such other provisions hereof as may so indicate shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Term.

18.    Notices. Any notice provided for in this Agreement must be in writing and will be deemed validly given (i) on the date it is actually delivered by personal delivery of such notice, (ii) one (1) business day after its deposit in the custody of Federal Express or other reputable courier service regularly providing evidence of delivery (with next business day delivery charges paid by the Party sending the notice), (iii) three (3) business days after its deposit in the custody



of the U.S. mail, certified or registered postage prepaid, return receipt requested, or (iv) one (1) business day after transmission by facsimile or a PDF or similar attachment to an email, provided that such facsimile or email attachment shall be followed within one (1) business day by delivery of such notice pursuant to clause (i), (ii) or (iii) above. Any such notice to a Party shall be addressed at the address set forth below (subject to the right of a Party to designate a different address for itself by notice similarly given):

If to the Company:

nCino OpCo, Inc.
6770 Parker Farm Drive, Suite 300
Wilmington, NC 28405
Attention: Chair of the Compensation Committee If
to You:
At the most recent address on file with the Company

19.    Indemnification. While serving as an executive officer of the Company, the Company agrees that it shall indemnify You and provide You with Directors & Officers liability insurance coverage to the same extent that it indemnifies and/or provides such insurance coverage to Board members and other most senior executive officers of the Company.

20.    No Conflict. You represent and warrant that You are not bound by any employment contract, restrictive covenant, or other restriction preventing You from carrying out Your responsibilities for the Company, or which is in any way inconsistent with the terms of this Agreement. You further represent and warrant that You shall not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

21.    Clawbacks. The payments to You pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation the nCino, Inc. Policy on Recoupment of Incentive Compensation and any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under applicable law.

22.    Company Policies. You shall be subject to additional Company policies as they may exist from time-to-time, including policies regarding trading of securities and the Company’s stock ownership guidelines.

23.    Section 409A. The Parties intend that this Agreement and the payments made hereunder will be exempt from, or if not so exempt, comply with, the requirements of Section 409A, and shall be interpreted and construed consistently with such intent. Without limiting the



foregoing, the separation payments and benefits to You pursuant to Section 4(d) and Section 4(e) this Agreement are intended to be exempt from Section 409A to the maximum extent possible, as short-term deferrals pursuant to Treasury Regulation §1.409A-l(b)(4). or payments made pursuant to a separation pay plan pursuant to Treasury Regulation §1.409A-l(b)(9). Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. To the extent any amounts under this Agreement are payable by reference to Your "termination of employment," such term and similar terms shall be deemed to refer to Your "separation from service," within the meaning of Section 409A (after giving effect to the presumptions contained therein) with respect to any payments that are subject to Section 409A. Notwithstanding any other provision in this Agreement, to the extent any payments made or contemplated hereunder constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) each such payment which is conditioned upon Your execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or provided in the later of the two taxable years and (ii) if You are a specified employee (within the meaning of Section 409A) as of the date of Your separation from service, each such payment that is payable upon Your separation from service and would have been paid prior to the six month anniversary of Your separation from service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following Your separation from service or (B) the date of Your death. You hereby agree to be bound by the Company's determination of its "specified employees" (as such term is defined in Section 409A) provided such determination is in accordance with any of the methods permitted under the regulations issued under Section 409A. Any reimbursement payable to You pursuant to this Agreement shall be conditioned on the submission by You of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to You within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which You incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. To the extent that any amount payable hereunder is deemed to be a substitute for a payment provided under another agreement with You, then the amount payable hereunder shall be paid at the same time and in the same form as such substituted payment to the extent required to comply with Section 409A. In the event the terms of this Agreement would subject You to taxes or penalties under Section 409A ("409A Penalties"), the Company and You shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible, but in no event will the Company be liable for any additional tax, interest or penalties that may be imposed on You under Section 409A or any damages because a payment pursuant to this Agreement was determined to not be in compliance with Section 409A.





IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EMPLOYEE:nCino, OpCo, Inc.
By:
/s/ Sean Desmond /s/ Gregory Orenstein            
(SEAL)(SEAL)
Sean DesmondGregory Orenstein
Chief Financial Officer
DATE: February 1, 2025    DATE: February 1, 2025


Exhibit 10.2
ncinologo.jpg
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 to provide continued support and expertise to the Company as Executive Chairman of the Board (“Executive Chairman”).

This letter agreement (“Agreement”) supplements the terms of the Amended and Restated Employment Agreement by and between you and the Company, entered into and effective as of December 12, 2024 (the “Employment Agreement”), as follows:

Term. Your retirement as Chief Executive Officer will become effective upon the commencement of employment of your successor, which is expected to occur on or around February 1, 2025 (the “Transition Date”). Following the Transition Date, you agree to serve as Executive Chairman and an executive employee of the Company until the one-year anniversary of the Transition Date (the “Initial Term”); provided, however, that your service as Executive Chairman shall automatically renew for successive one-year periods (each a “Renewal Term,” and the Initial Term and each Renewal Term shall collectively be referred to as the “Service Period”) until terminated in accordance herewith, unless either you or the Company has given thirty (30) days’ prior written notice to the other party of the intention not to extend your service for the applicable Renewal Term; provided, further, your employment with the Company may be terminated for any reason prior to the expiration of the Service Period by the Company or by you.

In your role as Executive Chairman, you agree to provide transition and other related services to the Company to provide an effective transition of your executive responsibilities to the Company’s incoming Chief Executive Officer. In addition, you will also perform the duties normally assigned to an Executive Chairman of a publicly-traded corporation, which will include, but not be limited to, (i) chairing meetings of the Board and the Company’s stockholders, (ii) preparing the agenda for meetings of the Board in coordination with the Chief Executive Officer and members of the Board, (iii) consulting with and supporting the incoming Chief Executive Officer on the Company’s strategy, including short- and long-range planning activities and growth strategies, and (iv) assisting in communications with investors, analysts and public relations, as needed. As Executive Chairman, you shall report directly to the Board. You and the Company agree that based on the anticipated level of services that you will perform for the Company during the Service Period, you are not expected to experience a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended, during the Service Period.





Upon the expiration of the Service Period (or your earlier termination of your employment for any reason), unless otherwise agreed to be the parties, you shall cease serving as Executive Chairman and shall continue serving as a non-employee member of the Board, and you shall be deemed to have resigned, without any further action by you, from any and all officer positions that you, immediately prior to such termination, (i) held with the Company or any of its affiliates or (ii) held with any other entities at the direction of, or as a result of your affiliation with, the Company or any of its affiliates. If for any reason this Agreement is deemed to be insufficient to effectuate such resignations, then you shall, upon the Company’s request, execute any documents or instruments that the Company may deem necessary or desirable to effectuate such resignations.

Compensation. During the Service Period:

(i)you will be eligible to receive an annual base salary of $260,000, payable in accordance with the normal payroll practices of the Company;

(ii)you will be eligible to participate in the annual cash bonus program maintained for senior executive officers of the Company (the "Annual Incentive Program") with a target annual bonus opportunity equal to $260,000 for fiscal year 2026, with the actual payment amount to be determined upon the satisfaction of goals and objectives established by the Compensation Committee of the Board, and shall be subject to such other terms and conditions of the Annual Incentive Program as in effect from time to time. Each bonus paid under the Annual Incentive Program shall be paid to you no later than two and a half months following the fiscal year in which the bonus is earned. Except as otherwise provided herein, your right to a bonus under the Annual Incentive Program is subject to your continued employment with the Company through the applicable payment date of the bonus;

(iii)you will be eligible to participate in the equity incentive program maintained for senior executive officers of the Company (the “Equity Incentive Program”), with an Equity Incentive Program target opportunity and equity vehicles determined by the Compensation Committee of the Board for each year of participation thereunder; provided, that your target equity incentive opportunity for the Company’s fiscal year 2026 shall be equal to $4,000,000 and shall be granted to you on May 1, 2025, provided that you are serving as Executive Chairman as of such date and with such awards subject to the terms of the Company’s equity plan and the underlying equity award agreements approved by the Compensation Committee of the Board; and

(iv)except as otherwise provided above, your compensation and benefits arrangements will continue at the same level that they have been during fiscal 2025 up to the beginning of the Service Period.

For the avoidance of doubt, you will be entitled to no additional compensation for your services following the Transition Date except as set forth in this Agreement or as otherwise approved by the Compensation Committee of the Board. Notwithstanding the foregoing or anything to the contrary in the Company’s annual incentive program, and provided that you remain employed by the Company through the applicable payment date, you will remain eligible for an annual incentive

2


bonus for fiscal year 2025, payable based on actual performance during fiscal year 2025, with such bonus to be paid at the same time bonuses are paid to the Company’s other executive officers (but in any event no later than 2 1/2 months following the conclusion of fiscal year 2025). In addition, your outstanding equity award will continue to vest based on your continued status a service provider of the Company through the duration of your period of service on the Board.

Existing Employment Agreement. You and the Company hereby acknowledge and agree that, except as described below, your assumption of the role of Executive Chairman and retirement as Chief Executive Officer of the Company does not entitle you to any benefits under the Employment Agreement, including on account of Good Reason (as defined in the Employment Agreement). Accordingly, effective on the Transition Date, you shall not be eligible for severance pay under Section 4(d) or Section 4(e) of the Employment Agreement, as applicable, as a result of your assumption of the role of Executive Chairman. In the event of your termination of service as Executive Chairman prior to the end of the Service Period by the Board without Cause (as defined in the Employment Agreement) or by you due to Good Reason, you shall be eligible for the severance benefits to the extent payable under Section 4(d) or Section 4(e) of the Employment Agreement, as applicable, but with such amounts adjusted to reflect your compensation terms then in effect; provided, however, in no event shall you be entitled to severance benefits upon the termination of your service as a result of the non-renewal of the Initial Term or any Renewal Term by either party. In addition, you acknowledge that you shall continue to be bound by the covenants set forth in the Covenants Agreement (as defined in the Employment Agreement). In addition, notwithstanding anything in this Agreement or the Employment Agreement to the contrary, if the Board requests that you resign as a Board member prior to the conclusion of your current term on the Board, then upon your resignation from the Board pursuant to such request, and subject to your execution and non-revocation of a release of claims in favor of the Company, any of your outstanding and unvested equity awards shall vest in full upon such resignation.

Again, thank you for your many years of dedicated service to the Company and your agreement to assist the Company in its leadership transition.

Sincerely,
NCINO, INC.

By: /s/ Gregory Orenstein
Name: Gregory Orenstein
Title: Chief Financial Officer

This letter agreement correctly reflects our understanding, and I hereby confirm my agreement to the same as of the date set forth above.

/s/ Pierre Naudé
PIERRE NAUDE

3

Exhibit 99.1
ncinologo1.jpg
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 company’s Board of Directors, effective immediately. Desmond succeeds Pierre Naudé, who will continue to be actively involved in the Company as Executive Chairman of the Board to ensure a smooth transition.

“On behalf of the Board, we are pleased to have Sean lead nCino through its next phase of growth and innovation,” said Pamela Kilday, the Company's Lead Independent Director. “After a thoughtful Board-led succession planning process and robust search that thoroughly assessed a large and diverse pool of external and internal candidates, we are confident Sean is the right leader to guide nCino forward. His extensive knowledge of all key facets of our business, paired with his experience scaling large, multi-national organizations, and forward-thinking approach to product innovation through data and AI, will help nCino capture new market opportunities and drive meaningful growth.”

“It’s a privilege to be the next President and CEO of nCino,” said Sean Desmond. “nCino is an extraordinary company with best-in-class solutions, a culture of excellence, and a very happy and engaged customer base. This combination of attributes positions us for meaningful growth on a global scale. I’m incredibly honored to work with all the teams to deliver data-driven experiences through our intelligent platform that drive improved outcomes for our customers, and to provide long-term value for our investors.”

Desmond added “My focus will be on mobilizing the company to meet the moment – which is to deliver the power of the only platform that stands on the foundation of the richest dataset in fintech, with embedded AI capabilities, to stay true to our mission of transforming financial services through innovation, reputation and speed.”

“I am proud of what we have accomplished at nCino over the past 13 years, and it has been a privilege to guide that journey,” said Pierre Naudé. “I’ve seen firsthand how Sean’s leadership and experience has contributed to nCino’s growth and success; he cares deeply about making customers successful and in the Company’s ability to deliver market-leading innovation. Sean’s vision for an AI and data-enabled platform with intelligence everywhere, along with his strong appreciation for customers, partners, and employees, sets a clear and exciting path as nCino continues to lead and evolve in a rapidly changing financial services industry. I am confident he is the right person to guide nCino forward, and I'm excited about this new era for the Company.”

Desmond joined nCino in 2013 initially as Chief Customer Success Officer, ensuring the successful delivery and implementation of the nCino Platform to financial institutions around the world. His remit at the Company progressively expanded, and he most recently served as nCino's Chief Product Officer, overseeing the Product Development & Engineering organization globally. In these roles, he managed approximately two-thirds of the company's employees.

Succeeding Desmond as Chief Product Officer is Chris Gufford, who has been the Executive Director and General Manager of nCino Commercial Banking since 2021.




ncinologo1.jpg
Guidance Update

nCino also announced today that, while it has not completed closing the books on the fourth quarter and fiscal year 2025, it reaffirms the guidance provided on its third quarter fiscal year 2025 earnings call on December 4, 2024.
###

About nCino nCino (NASDAQ: NCNO) is powering a new era in financial services. The Company was founded to help financial institutions digitize and reengineer business processes to boost efficiencies and create better banking experiences. With over 1,800 customers worldwide - including community banks, credit unions, independent mortgage banks, and the largest financial entities globally - nCino has developed a trusted platform of best-in-class, intelligent solutions. By integrating artificial intelligence and actionable insights into its platform, nCino is helping financial institutions consolidate legacy systems to enhance strategic decision-making, improve risk management, and elevate customer satisfaction by cohesively bringing together people, AI and data. For more information, visit www.ncino.com.

Media Contacts
Natalia Moose
press@ncino.com

Safe Harbor Statement
This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally include actions, events, future operating results, strategies and expectations and are often identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. Any forward-looking statements contained in this press release are based upon nCino’s historical performance and its current plans, estimates, and expectations, and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent nCino’s expectations as of the date of this press release. Subsequent events may cause these expectations to change and, except as may be required by law, nCino does not undertake any obligation to update or revise these forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially including, among others, risks and uncertainties relating to the market adoption of our solution and privacy and data security matters. Additional risks and uncertainties that could affect nCino’s business and financial results are included in reports filed by nCino with the U.S. Securities and Exchange Commission (available on our web site at www.ncino.com or the SEC's web site at www.sec.gov). Further information on potential risks that could affect actual results will be included in other filings nCino makes with the SEC from time to time.


v3.25.0.1
Cover
Jan. 31, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 31, 2025
Entity Registrant Name nCino, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41211
Entity Tax Identification Number 87-4154342
Entity Address, Address Line One 6770 Parker Farm Drive
Entity Address, City or Town Wilmington
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28405
City Area Code 888
Local Phone Number 676-2466
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0005 per share
Trading Symbol NCNO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001902733
Amendment Flag false
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