0001902733-24-000053 | 10-K | XBRL Viewer

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Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Tax Credit Carryforward [Line Items]
Tax credits	$ 15,444	$ 3,527
Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	21,678
Operating loss carryforwards, not subject to expiration	383,200
Tax credits	12,933
State and Local Jurisdiction
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	275,364
Operating loss carryforwards, not subject to expiration	91,028
Tax credits	3,179
Foreign Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	8,138
Operating loss carryforwards, not subject to expiration	$ 35,318

Restructuring - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Jan. 18, 2023	Jan. 31, 2024	Jan. 31, 2024
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, number of positions eliminated, period percent	7.00%
Payments for restructuring		$ 800
Restructuring incurred cost statement of income or comprehensive income extensible enumeration not disclosed flag			incurred charges
Restructuring and related cost, incurred cost		4,800
Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring reserve		$ 5,000	$ 5,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Business Combinations

12 Months Ended

Jan. 31, 2024

Business Combinations [Abstract]

Business Combinations

SimpleNexus

On January 7, 2022 (the "Acquisition Date") through a series of mergers, the Company acquired all outstanding membership interests of SimpleNexus which provides mobile-first homeownership software that spans engagement, origination, closing and business intelligence, headquartered in Lehi, Utah. The Company acquired SimpleNexus for its complementary products and mobile-first offerings and believes this will provide greater value for new and existing customers. The business combination is considered a related party transaction as entities affiliated with Insight Partners (“Insight Partners”) were equityholders of SimpleNexus and certain other parties in connection with the series of mergers, and other affiliates of Insight Partners are currently significant stockholders of the Company. The Company has included the financial results of SimpleNexus in the consolidated statements of operations from Acquisition date. The transaction costs associated with the acquisition were approximately $10.0 million and were recorded in general and administrative expenses for the fiscal year ended January 31, 2022. The Company also recognized $0.2 million in stock issuance costs associated with the share consideration that were reported as a reduction of additional paid-in capital within stockholders' equity.

The fair value of the consideration transferred was $933.6 million on the Acquisition Date, subject to a net working capital adjustment. The net working capital adjustment was finalized in July 2022, resulting in a decrease to the purchase price of $0.7 million which was recorded to goodwill. The total consideration transferred is as follows:


	Total Consideration
Cash consideration to members	$	286,086
Voting common stock issued (12,762,146 shares)1	647,509
Net working capital adjustment	(676)
Total consideration	$	932,919

1The Company assumed a restricted stock award with an estimated fair value of $1.4 million. $0.3 million was allocated to the purchase consideration and $1.1 million was allocated to future services and was expensed over the service period remaining in fiscal 2023 on a straight-line basis.

The number of shares for stock consideration was based on a 20-day volume weighted average price fair value of $72.53 established prior to and including November 12, 2021 to determine the number of shares to be issued on the Acquisition Date. On the Acquisition Date, the Company's closing stock price was $50.82 per share.

In addition, the Company issued 927,744 RSUs with an approximate fair value of $47.2 million to certain employees of SimpleNexus, which will vest over four years subject to such employees' continued employment. The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration.

The following table summarizes the final fair values of assets acquired and liabilities assumed in connection with the acquisition, including measurement period adjustments:


	Fair Value
Cash and cash equivalents	$	17,038
Accounts receivable	6,100
Property and equipment, net	1,010
Operating lease right-of-use assets	3,549
Other current and noncurrent assets	4,641
Intangible assets	162,000
Goodwill	783,195
Accounts payable, accrued expenses, and other liabilities, current and noncurrent	(8,284)
Deferred revenue, current and noncurrent	(8,643)
Operating lease liabilities, current and noncurrent	(3,487)
Deferred income taxes	(24,200)
Net assets acquired	$	932,919

During the fiscal year ended January 31, 2023, within the one year measurement period, the Company finalized the fair value of the assets acquired and liabilities assumed in the acquisition. The Company recorded measurement period adjustments that included a $2.0 million adjustment to decrease goodwill for a $1.3 million deferred income tax adjustment and a $0.7 million net working capital adjustment.

The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date deferred revenue balance in accordance with Topic 606.

The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Acquisition Date:


	Fair Value		Useful Life
Developed technology	$	77,500	5 years
Customer relationships	70,000		10 years
Trade name	14,500		6 years
Total intangible assets subject to amortization	$	162,000

Developed technology represents the fair value of SimpleNexus’ technology. Customer relationships represent the fair value of the underlying relationships with SimpleNexus' customers. Trade names represents the fair value of SimpleNexus’ company name. See Note 8 "Goodwill and Intangible Assets" for a change in estimate related to the useful life of the SimpleNexus trade name during the third quarter of fiscal 2024.

Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce and approximately $189.2 million is deductible for tax purposes.

The Company's consolidated statements of operations include the revenues and net loss for SimpleNexus for the period from the Acquisition Date through January 31, 2022, of $3.9 million and $3.6 million, respectively.

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 190,715	$ 190,860
Accumulated Amortization	(75,143)	(38,035)
Net Carrying Amount	$ 115,572	152,825
Finite-lived intangible asset, useful life	6 years 1 month 6 days
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 83,468	83,605
Accumulated Amortization	(38,010)	(21,818)
Net Carrying Amount	$ 45,458	61,787
Finite-lived intangible asset, useful life	3 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 91,704	91,710
Accumulated Amortization	(22,085)	(13,418)
Net Carrying Amount	$ 69,619	78,292
Finite-lived intangible asset, useful life	8 years 1 month 6 days
Trademarks and trade name
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 14,624	14,626
Accumulated Amortization	(14,624)	(2,705)
Net Carrying Amount	$ 0	11,921
Finite-lived intangible asset, useful life	0 years
Other Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 919	919
Accumulated Amortization	(424)	(94)
Net Carrying Amount	$ 495	$ 825
Finite-lived intangible asset, useful life	1 year 6 months

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Pay vs Performance Disclosure
Net loss attributable to nCino, Inc.	$ (42,346)	$ (102,720)	$ (49,446)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Audit Information	12 Months Ended
Audit Information	Jan. 31, 2024
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Raleigh, North Carolina
Auditor Firm ID	42

Consolidated Statements of Operations - (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Related party costs	$ 191,470	$ 169,606	$ 111,413
Related Party
Related party costs	$ 0	$ 0	$ 41,404

Restructuring (Tables)

12 Months Ended

Jan. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The Company’s restructuring charges were as follows:


	Fiscal Year Ended January 31,
	2023								2024
	Severance and other employee costs		Stock-based compensation (benefit)		Lease exit fees1		Total		Severance and other employee costs		Stock-based compensation (benefit)		Lease exit fees1		Total
Cost of subscription revenues	$	—	$	—	$	4	$	4	$	—	$	—	$	51	$	51
Cost of professional services and other revenues	324		(9)		9		324		—		—		118		118
Sales and marketing	1,324		(31)		9		1,302		—		—		100		100
Research and development	2,105		(141)		30		1,994		—		—		352		352
General and administrative	1,210		(29)		2		1,183		—		—		6		6
Total	$	4,963	$	(210)	$	54	$	4,807	$	—	$	—	$	627	$	627

1These expenses reduced operating lease right-of-use assets on the consolidated balance sheets.

Revolving Credit Facility (Details) - USD ($) $ in Thousands	Feb. 11, 2022	Jan. 31, 2024	Jan. 31, 2023
Line of Credit Facility [Line Items]
Financial covenants, required minimum consolidated liquidity	$ 50,000
Financial covenants, percent of sum of unrestricted and unencumbered cash	100.00%
Financial covenants, required percent of unrestricted and unencumbered cash	75.00%
Financial covenants, required minimum cash	$ 5,000
Financial Covenants, Credit Facility Availability Threshold	$ 25,000
Debt instrument, capital stock of foreign subsidiaries owned, percentage		65.00%
Revolving credit facility, noncurrent		$ 0	$ 30,000
Line of Credit \| Bloomberg Short Term Bank Yield Index \| Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Revolving Credit Facility \| Bloomberg Short Term Bank Yield Index
Line of Credit Facility [Line Items]
Line of credit facility, commitment fee percentage	1.00%
Revolving Credit Facility \| Bloomberg Short Term Bank Yield Index \| Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.00%
Revolving Credit Facility \| Bloomberg Short Term Bank Yield Index \| Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.00%
Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	0.25%
Line of credit, available borrowing capacity		$ 50,000
Revolving Credit Facility \| Line of Credit \| Fed Funds Effective Rate Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Line of credit facility, commitment fee percentage	0.50%
Revolving Credit Facility \| Line of Credit \| Bloomberg Short Term Bank Yield Index \| Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.00%
Revolving Credit Facility \| Bank of America, NA \| Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 50,000
Letter of Credit \| Bank of America, NA \| Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 7,500

Goodwill and Intangible Assets

12 Months Ended

Jan. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

The change in the carrying amounts of goodwill was as follows:


Balance, as of January 31, 2022	$	841,487

Measurement period adjustments relating to the acquisition of SimpleNexus	(1,961)
Translation adjustments	(86)
Balance, as of January 31, 2023	839,440
Translation adjustments	(571)
Balance, as of January 31, 2024	$	838,869

Intangible assets

Intangible assets, net are as follows:


	As of January 31, 2023						As of January 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (Years)
Developed technology	$	83,605	$	(21,818)	$	61,787	$	83,468	$	(38,010)	$	45,458	3.0
Customer relationships	91,710		(13,418)		78,292		91,704		(22,085)		69,619		8.1
Trademarks and trade name	14,626		(2,705)		11,921		14,624		(14,624)		—		0.0
Other	919		(94)		825		919		(424)		495		1.5
	$	190,860	$	(38,035)	$	152,825	$	190,715	$	(75,143)	$	115,572	6.1

The Company recognized amortization expense for intangible assets as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cost of subscription revenues	$	2,604	$	17,019	$	16,306
Cost of professional services and other revenues	—		94		330
Sales and marketing	2,303		11,087		20,590

Total amortization expense	$	4,907	$	28,200	$	37,226

During the third quarter of fiscal 2024, the Company rebranded the SimpleNexus solution to nCino Mortgage, resulting in a change to the trade name useful life. As a result, the Company recorded accelerated amortization to fully amortize the remaining trade name intangible asset. The effect of this change in estimate for the year ended January 31, 2024 was an increase in sales and marketing amortization expense of $9.5 million, which resulted in an increase in loss of operations and net loss attributable to nCino, Inc. of $9.5 million, or $0.08 per basic and diluted share.

The expected future amortization expense for intangible assets as of January 31, 2024 is as follows:


Fiscal Year Ending January 31,
2025	$	24,499
2026	24,334
2027	23,128
2028	8,669
2029	8,669
Thereafter	26,273
	$	115,572

The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, future changes to expected asset lives of intangible assets, and other events.

Income Taxes - Significant components of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Deferred tax assets:
Net operating losses	$ 115,187	$ 134,413
Research and development	39,305	22,658
Financing obligations and lease liabilities	17,343	15,960
Tax credits	15,444	3,527
Equity compensation	9,085	8,400
Reserves and accruals	3,900	4,008
Deferred revenue	0	550
Other	1,613	2,890
Total deferred tax assets	201,877	192,406
Less valuation allowance	(148,270)	(138,359)
Total deferred tax assets, net of valuation allowances	53,607	54,047
Deferred tax liabilities:
Intangible assets	(26,216)	(29,903)
Depreciation	(15,066)	(16,213)
Contract acquisition costs	(7,112)	(7,141)
Lease asset	(4,453)	(2,678)
Deferred revenue	(310)	0
Total deferred tax liabilities	(53,157)	(55,935)
Deferred Tax Assets, Net	$ 450
Net deferred tax liabilities		$ (1,888)

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Net loss attributable to nCino, Inc.	$ (42,346)	$ (102,720)	$ (49,446)
Loss from operations	$ (39,512)	$ (94,013)	$ (71,357)
Basic net loss per share attributable to nCino, Inc. (in USD per share)	$ (0.38)	$ (0.93)	$ (0.51)
Diluted net loss per share attributable to nCino, Inc. (in USD per share)	$ (0.38)	$ (0.93)	$ (0.51)
Intangible Assets, Amortization Period
Finite-Lived Intangible Assets [Line Items]
Net loss attributable to nCino, Inc.	$ (9,500)
Loss from operations	$ (9,500)
Basic net loss per share attributable to nCino, Inc. (in USD per share)	$ (0.08)
Diluted net loss per share attributable to nCino, Inc. (in USD per share)	$ (0.08)
Intangible Assets, Amortization Period \| Sales and marketing
Finite-Lived Intangible Assets [Line Items]
Amortization	$ 9,500

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Commitment and Contingencies - Narrative (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2023 USD ($)	Jan. 31, 2024 USD ($) plantiff	Nov. 30, 2022 USD ($)	Apr. 28, 2022 USD ($)	Sep. 30, 2021 USD ($)	Nov. 30, 2020 USD ($)
Other Commitments [Line Items]
Financing obligations		$ 54,154				$ 16,300
Finance lease, right-of-use asset, before accumulated amortization						$ 16,300
Construction payable					$ 17,700
Construction in progress, gross			$ 22,400		$ 17,700
Construction payable, estimated liability			$ 22,400
Finance lease, weighted average discount rate, percent		5.70%
Loss contingency, number of plaintiffs \| plantiff		1
Litigation settlement, amount awarded to other party	$ 2,200
Live Oak Bancshares, Inc
Other Commitments [Line Items]
Loss contingency, estimate of possible loss				$ 3,900
Apiture, Inc
Other Commitments [Line Items]
Loss contingency, estimate of possible loss				$ 800

Business Combinations - Consideration Transferred (Details) - SimpleNexus - USD ($) $ in Thousands		12 Months Ended
	Jan. 07, 2022	Jan. 31, 2024
Business Acquisition [Line Items]
Cash consideration to members	$ 286,086
Voting common stock issued	647,509
Net working capital adjustment	(676)	$ (700)
Total consideration	$ 932,919
Voting Common Stock
Business Acquisition [Line Items]
Equity interest issued or issuable, number of shares	12,762,146

Consolidated Statements of Stockholders’ Equity - (Parenthetical) $ in Thousands	12 Months Ended
	Jan. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance costs	$ 210

Summary of Significant Accounting Policies - Summary of Uncollectible Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance, beginning of period	$ 899	$ 151	$ 88
Charged to bad debt expense	1,081	806	90
Charged to deferred revenue	747	0	0
Write-offs and other	(1,275)	(55)	(24)
Translation adjustments	(1)	(3)	(3)
Balance, end of period	$ 1,451	$ 899	$ 151

Fair Value Measurements - Summary of Financial Assets (Details) - Fair Value, Measurement, Recurring - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Level 1
Assets:
Time deposits (included in long-term prepaid expenses and other assets)	$ 359	$ 382
Total assets	39,008	17,531
Level 1 \| Money Market Funds
Assets:
Money market accounts (included in cash and cash equivalents)	38,649	17,149
Level 2
Assets:
Time deposits (included in long-term prepaid expenses and other assets)	0	0
Total assets	0	0
Level 2 \| Money Market Funds
Assets:
Money market accounts (included in cash and cash equivalents)	0	0
Level 3
Assets:
Time deposits (included in long-term prepaid expenses and other assets)	0	0
Total assets	0	0
Level 3 \| Money Market Funds
Assets:
Money market accounts (included in cash and cash equivalents)	$ 0	$ 0

Variable Interest Entity and Redeemable Non-Controlling Interest (Tables)

12 Months Ended

Jan. 31, 2024

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:


	Fiscal Year Ended January 31,
	2022		2023		2024
Balance, beginning of period	$	3,791	$	2,882	$	3,589
Investment by redeemable non-controlling interest	—		—		983
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)	(1,569)		(1,119)		(1,109)
Foreign currency translation	(256)		(194)		13
Adjustment to redeemable non-controlling interest	894		1,995		(71)
Stock-based compensation expense1	22		25		23
Balance, end of period	$	2,882	$	3,589	$	3,428

1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.

Commitment and Contingencies

12 Months Ended

Jan. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

In addition to the operating lease commitments described in Note 14 "Leases", the Company has additional contractual commitments as described further below.

Purchase Commitments

The Company’s purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily licenses and hosting services, entered into in the ordinary course of business.

Financing Obligations

The Company entered into a lease agreement for the Company's headquarters in November 2020 in connection with a new lessor acquiring the property. Due to a purchase option contained in that lease, the Company is deemed to have continuing involvement and is considered to be the owner of the Company's headquarters for accounting purposes. As a result, the Company did not meet the criteria to apply sale-leaseback accounting and therefore, recorded an asset and corresponding financing obligation for $16.3 million at inception of that lease. The fair value of the leased property and corresponding financing obligation are included in property and equipment, net and financing obligations on the consolidated balance sheets, respectively.

In January 2021, the Company entered into an amendment to its November 2020 headquarters lease to provide for construction of a parking deck, which upon completion was subject to exclusive use by the Company. Due to the Company also being deemed to be the owner of the parking deck for accounting purposes, the costs associated with the construction of the parking deck were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the parking deck in September 2021, for approximately $17.7 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively.

In April 2021, the Company entered into a new lease agreement for the construction of an additional office building that is on the same parcel of land as the Company's existing headquarters. Due to a purchase option contained in that April 2021 lease, the Company is also deemed to be the owner of the additional building for accounting purposes, the costs associated with the construction of the additional building were capitalized as construction in progress with a corresponding construction liability through construction. Upon completion of the additional building in November 2022, for approximately $22.4 million, the costs of the construction in progress and the corresponding construction liability were reclassified to property and equipment, net and financing obligations on the consolidated balance sheets, respectively, and the term of the Company's November 2020 lease for its headquarters and the related parking deck became coterminous with the April 2021 lease. The term of the April 2021 lease expires in October 2037 with options to extend. The purchase option expires if not exercised on or before November 30, 2026.

The leases will be analyzed for applicable lease accounting upon expiration of the purchase option, if not exercised.

Purchase commitments and future minimum lease payments required under financing obligations as of January 31, 2024 is as follows:


Fiscal Year Ending January 31,	Purchase commitments		Financing obligations - leased facility
2025	$	74,768	$	4,543
2026	73,151		4,644
2027	71,749		3,950
2028	70,000		—
2029	—		—
Thereafter	—		—
Total	$	289,668	$	13,137
Residual financing obligations and assets			49,476
Less: amount representing interest			(8,459)
Financing obligations			$	54,154

A portion of the associated lease payments are recognized as interest expense and the remainder reduces the financing obligations. The weighted-average discount rate for the Company's financing obligations as of January 31, 2024 was 5.7%.

Indemnification

In the ordinary course of business, the Company generally includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements.

Legal Proceedings

From time to time, the Company is involved in legal proceedings or is subject to claims arising in the ordinary course of business including the following:

On March 12, 2021, a putative class action complaint was filed in the United States District Court for the Eastern District of North Carolina (the "District Court"). The sole class representative in the suit is one individual alleging a contract, combination or conspiracy between and among the Company, Live Oak Bancshares, Inc. ("Live Oak") and Apiture, Inc. ("Apiture") not to solicit or hire each other’s employees in violation of Section 1 of the Sherman Act and N.C. Gen Stat. §§ 75-1 and 75-2. The complaint seeks treble damages and additional remedies, including restitution, disgorgement, reasonable

attorneys’ fees, the costs of the suit, and pre-judgment and post judgment interest. The complaint does not allege any specific damages. On April 28, 2022, the District Court approved settlements between the plaintiff and defendant Live Oak in the amount of approximately $3.9 million and unnamed party Apiture in the amount of approximately $0.8 million. In July 2023, through mediation, the Company and the plaintiff reached a settlement agreement in principle of approximately $2.2 million. The Company remitted the $2.2 million settlement to an escrow agent in the fourth quarter of fiscal 2024, and the District Court entered the Final Judgement of Dismissal on March 14, 2024.

On September 26, 2022, a purported stockholder of the Company filed a complaint in the Delaware Court of Chancery in connection with the series of mergers in which the Company became the parent of nCino OpCo and SimpleNexus. The complaint, captioned City of Hialeah Employees’ Retirement System, Derivatively on Behalf of Nominal Defendants nCINO, INC. (f/k/a Penny HoldCo, Inc.) and nCINO OpCo, Inc. (f/k/a nCino, Inc.) v. INSIGHT VENTURE PARTNERS, LLC, et al., C.A. No. 2022-0846-MTZ, names as defendants, Insight Ventures Partners, LLC., Insight Holdings Group, LLC., the Company’s directors and certain officers, along with nCino, Inc. and nCino OpCo, Inc. as nominal defendants, and alleges that the members of the board of directors, controlling stockholders, and officers violated their fiduciary duties in the course of negotiating and approving the series of mergers. The complaint alleges damages in an unspecified amount. Pursuant to the rights in its bylaws and Delaware law, the Company is advancing the costs incurred by the director and officer defendants in this action, and the defendants may assert indemnification rights in respect of an adverse judgment or settlement of the action, if any. Given the uncertainty and preliminary stages of this matter, the Company is unable to reasonably estimate any possible loss or range of loss that may result. Therefore, the Company has not made an accrual for the above matter in the consolidated financial statements. On December 28, 2023, the Delaware Court of Chancery granted in full defendants' motions to dismiss the complaint. On January 25, 2024, the plaintiff filed a notice of appeal.

The Company does not presently believe the above matters will have a material adverse effect on its day-to-day operations or the quality of the services, products or innovation it continues to provide to its customers. However, regardless of the outcome, legal proceedings can have an adverse impact on the Company because of the related expenses, diversion of management resources, and other factors.

Other Commitments and Contingencies

The Company may be subject to audits related to its non-income taxes by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. The Company accrues for any assessments if deemed probable and estimable.

Commitment and Contingencies - Purchase Commitments and Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Nov. 30, 2020
Purchase commitments
2025	$ 74,768
2026	73,151
2027	71,749
2028	70,000
2029	0
Thereafter	0
Total	289,668
Financing obligations - leased facility
2025	4,543
2026	4,644
2027	3,950
2028	0
2029	0
Thereafter	0
Total	13,137
Residual financing obligations and assets	49,476
Less: amount representing interest	(8,459)
Financing obligations	$ 54,154	$ 16,300

Stock-Based Compensation (Tables)

12 Months Ended

Jan. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock Option Activity

Stock option activity for the fiscal year ended January 31, 2024 was as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding, January 31, 2023	2,009,323	$	6.62	3.84	$	44,170
Granted	—	—
Expired or forfeited	(10,825)	15.52
Exercised	(785,794)	5.69			19,035
Outstanding, January 31, 2024	1,212,704	$	7.14	3.21	$	29,516
Exercisable, January 31, 2024	1,212,704	$	7.14	3.21	$	29,516
Fully vested or expected to vest, January 31, 2024	1,212,704	$	7.14	3.21	$	29,516

Schedule of Nonvested Restricted Stock Units Activity

RSU activity during the fiscal year ended January 31, 2024 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested, January 31, 2023	3,531,387	$	44.00
Granted	3,639,302	25.65
Vested	(1,189,322)	40.56
Forfeited	(355,242)	38.56
Nonvested, January 31, 2024	5,626,125	$	33.19

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The assumptions utilized for the ESPP shares for the fiscal years ended January 31, 2022, 2023, and 2024 were as follows:


	Fiscal Year Ended January 31,
	2022	2023	2024
Expected life (in years)	0.50	0.50	0.50
Expected volatility	48.70% - 49.65%	49.65% - 84.59%	38.70% - 61.86%
Expected dividends	0.00%	0.00%	0.00%
Risk-free interest rate	0.05% - 0.22%	0.22% - 4.77%	4.77% - 5.53%

Share-Based Compensation Expense

Total stock-based compensation expense included in our consolidated statements of operations were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cost of subscription revenues	$	960	$	1,430	$	1,847
Cost of professional services and other revenues	5,195		7,263		9,369
Sales and marketing	7,520		13,283		15,417
Research and development	6,186		11,602		15,942
General and administrative	8,616		16,654		15,460
Total stock-based compensation expense1	$	28,477	$	50,232	$	58,035

1Includes $0.2 million benefit incurred for the fiscal year ended January 31, 2023 in connection with the restructuring plan commenced in January 2023. See Note 19 "Restructuring" for more information.

Stockholders’ Equity - Common Stock Future Issuance (Details) - shares	Jan. 31, 2024	Jan. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issued and outstanding stock options	1,212,704	2,009,323
Possible issuance under stock plans	27,340,877
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issued and outstanding stock options	1,212,704
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested issued and outstanding restricted stock units ("RSUs")	5,626,125
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares reserved for future issuance	34,179,706

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Basic and Diluted Loss per Share - Components of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Numerator
Net loss attributable to nCino, Inc.	$ (42,346)	$ (102,720)	$ (49,446)
Denominator
Weighted average-common shares outstanding basic (in shares)	112,672,397	110,615,734	96,722,464
Weighted average-common shares outstanding basic (in shares)	112,672,397	110,615,734	96,722,464
Basic net loss per share attributable to nCino, Inc. (in USD per share)	$ (0.38)	$ (0.93)	$ (0.51)
Diluted net loss per share attributable to nCino, Inc. (in USD per share)	$ (0.38)	$ (0.93)	$ (0.51)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Defined Contribution Plan (Details) - USD ($) $ in Millions	12 Months Ended
Defined Contribution Plan (Details) - USD ($) $ in Millions	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Retirement Benefits [Abstract]
Defined contribution plan, employer discretionary contribution amount	$ 3.3	$ 7.0	$ 3.2

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Jan. 31, 2024
Retirement Benefits [Abstract]
Defined Contribution Plan	Defined Contribution Plan The Company has a 401(k) plan for its employees in the United States who meet the plan requirements. The Company, at its discretion, may make matching contributions. Employees are immediately vested in their contributions. The Company also has a Registered Retirement Savings Plan covering all eligible employees in Canada. Employer contributions for the fiscal years ended January 31, 2022, 2023, and 2024 were $3.2 million, $7.0 million, and $3.3 million, respectively.

Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Number of Shares
Outstanding, beginning of period (in shares)	2,009,323
Granted (in shares)	0
Expired or forfeited (in shares)	(10,825)
Exercised (in shares)	(785,794)
Outstanding, end of period (in shares)	1,212,704	2,009,323
Exercisable, end of period (in shares)	1,212,704
Fully vested or expected to vest, end of period (in shares)	1,212,704
Weighted Average Exercise Price
Outstanding, beginning of period (in USD per share)	$ 6.62
Granted (in USD per share)	0
Expired or forfeited (in USD per share)	15.52
Exercised (in USD per share)	5.69
Outstanding, end of period (in USD per share)	7.14	$ 6.62
Exercisable, end of period (in USD per share)	7.14
Fully vested or expected to vest, end of period (in USD per share)	$ 7.14
Weighted Average Remaining Contractual Term (Years)
Weighted average remaining contractual term	3 years 2 months 15 days	3 years 10 months 2 days
Exercisable, end of period	3 years 2 months 15 days
Fully vested or expected to vest, end of period	3 years 2 months 15 days
Aggregate Intrinsic Value (In thousands)
Outstanding, beginning of period	$ 44,170
Exercised	19,035	$ 16,200	$ 176,800
Outstanding, end of period	29,516	$ 44,170
Exercisable, end of period	29,516
Fully vested or expected to vest, end of period	$ 29,516

Consolidated Statement of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss attributable to nCino, Inc.	$ (42,346)	$ (102,720)	$ (49,446)
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest, Net of Adjustment	(1,180)	876	(675)
Net loss	(43,526)	(101,844)	(50,121)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	45,264	34,652	10,006
Non-cash operating lease costs	4,534	3,840	2,534
Amortization of costs capitalized to obtain revenue contracts	9,934	8,459	5,779
Amortization of debt issuance costs	184	177	0
Stock-based compensation	58,035	50,232	28,477
Deferred income taxes	(2,340)	1,627	(24,280)
Provision for bad debt	1,081	806	90
Net foreign currency losses	670	1,548	1,860
Unrealized gain on investment	(263)	0	0
Loss on disposal of long-lived assets	150	0	0
Change in operating assets and liabilities:
Accounts receivable	(14,325)	(26,795)	(13,507)
Costs capitalized to obtain revenue contracts	(10,348)	(12,235)	(11,045)
Prepaid expenses and other assets	1,872	(3,433)	(2,503)
Accounts payable	525	35	8,796
Accounts payable, related parties	0	0	(4,363)
Accrued expenses and other current liabilities	(5,981)	(1,210)	7,311
Deferred revenue	15,902	33,527	24,317
Operating lease liabilities	(4,083)	(4,767)	(2,580)
Net cash provided by (used in) operating activities	57,285	(15,381)	(19,229)
Cash flows from investing activities
Acquisition of business, net of cash acquired	0	676	(268,994)
Acquisition of assets	(356)	(563)	0
Purchases of property and equipment	(3,515)	(18,338)	(5,463)
Proceeds from sale of property and equipment	43	0	0
Purchase of investments (related party $0, $2,500, and $0, respectively)	(2,500)	(2,500)	(4,031)
Net cash used in investing activities	(6,328)	(20,725)	(278,488)
Cash flows from financing activities
Investment from redeemable non-controlling interest	983	0	0
Proceeds from borrowings on revolving credit facility	0	50,000	0
Payments on revolving credit facility	(30,000)	(20,000)	0
Payments of debt issuance costs	0	(367)	0
Stock issuance costs	0	0	(210)
Exercise of stock options	4,469	3,750	13,907
Stock issuance under the employee stock purchase plan	4,661	4,450	2,543
Principal payments on financing obligations	(1,226)	(1,121)	(318)
Net cash provided by (used in) financing activities	(21,113)	36,712	15,922
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash	182	(1,587)	(1,231)
Net increase (decrease) in cash, cash equivalents, and restricted cash	30,026	(981)	(283,026)
Cash, cash equivalents, and restricted cash, beginning of period	87,418	88,399	371,425
Cash, cash equivalents, and restricted cash, end of period	117,444	87,418	88,399
Cash and cash equivalents (VIE: $2,019 and $2,277 at January 31, 2023 and January 31, 2024, respectively)	112,085	82,036	88,014
Restricted cash included in long-term prepaid expenses and other assets	5,359	5,382	385
Supplemental disclosure of cash flow information
Cash paid for taxes, net of refunds	3,165	664	1,003
Cash paid for interest	4,315	2,617	1,514
Total cash, cash equivalents, and restricted cash, end of period	117,444	87,418	88,399
Supplemental disclosure of noncash investing and financing activities
Purchase of property and equipment, accrued but not paid	167	720	11,225
Building-leased facility acquired through financing obligation	0	22,402	18,154
Fair value of common stock issued as consideration for business acquisition	0	0	647,509
Accrued purchase price related to acquisitions	0	356	54
Measurement period adjustment relating to business acquisition	$ 0	$ 1,285	$ 0

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 31, 2024 USD ($) plan $ / shares shares	Jan. 31, 2023 USD ($) $ / shares	Jan. 31, 2022 USD ($) $ / shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of equity incentive plans \| plan	2
Stock plan offering period	6 months
Exercised	$ 19,035	$ 16,200	$ 176,800
Total stock-based compensation expense	$ 58,035	$ 50,232	$ 28,477
Restricted Stock Units (RSUs)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period	4 years
Unrecognized compensation costs	$ 141,600
Unrecognized compensation costs period for recognition	2 years 8 months 15 days
Granted (in USD per share) \| $ / shares	$ 25.65	$ 41.54	$ 60.99
Equity Instruments other than options, aggregate intrinsic value, vested	$ 48,200	$ 39,700	$ 12,200
Employee Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized compensation costs	$ 600
Minimum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Purchase price of common stock, percent	100.00%
2014 Equity Incentive Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares authorized (in shares) \| shares	15,025,666
2014 Equity Incentive Plan \| Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period	4 years
Expiration period	10 years
2019 Equity Incentive Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting period	4 years
Expiration period	10 years
2019 Equity Incentive Plan \| Share-based Payment Arrangement
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of additional shares authorized (in shares) \| shares	15,250,000
Percent increase in aggregate shares	5.00%
Employee Stock Purchase Plan \| Employee Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares authorized (in shares) \| shares	1,800,000
Purchase price of common stock, percent	85.00%
Percent increase in aggregate shares	1.00%
Number of shares available for grant \| shares	4,514,806

Business Combinations (Tables)

12 Months Ended

Jan. 31, 2024

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition


	Total Consideration
Cash consideration to members	$	286,086
Voting common stock issued (12,762,146 shares)1	647,509
Net working capital adjustment	(676)
Total consideration	$	932,919

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the final fair values of assets acquired and liabilities assumed in connection with the acquisition, including measurement period adjustments:


	Fair Value
Cash and cash equivalents	$	17,038
Accounts receivable	6,100
Property and equipment, net	1,010
Operating lease right-of-use assets	3,549
Other current and noncurrent assets	4,641
Intangible assets	162,000
Goodwill	783,195
Accounts payable, accrued expenses, and other liabilities, current and noncurrent	(8,284)
Deferred revenue, current and noncurrent	(8,643)
Operating lease liabilities, current and noncurrent	(3,487)
Deferred income taxes	(24,200)
Net assets acquired	$	932,919

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination


	Fair Value		Useful Life
Developed technology	$	77,500	5 years
Customer relationships	70,000		10 years
Trade name	14,500		6 years
Total intangible assets subject to amortization	$	162,000

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Leases [Abstract]
2025	$ 3,994
2026	4,479
2027	3,186
2028	2,783
2029	1,712
Thereafter	6,490
Total lease liabilities	22,644
Less: imputed interest	(2,572)
Total lease obligations	20,072
Less: current obligations	(3,649)	$ (3,874)
Long-term lease obligations	$ 16,423	$ 7,282

Variable Interest Entity and Redeemable Non-Controlling Interest - Financial Assets Measured At Fair Value (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Increase (Decrease) in Temporary Equity [Roll Forward]
Beginning balance	$ 3,589	$ 2,882	$ 3,791
Investment from redeemable non-controlling interest	983	0	0
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)	(1,109)	(1,119)	(1,569)
Foreign currency translation	13	(194)	(256)
Adjustment to redeemable non-controlling interest	(71)	1,995	894
Stock-based compensation expense	23	25	22
Ending balance	$ 3,428	$ 3,589	$ 2,882

Commitment and Contingencies (Tables)

12 Months Ended

Jan. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity

Purchase commitments and future minimum lease payments required under financing obligations as of January 31, 2024 is as follows:


Fiscal Year Ending January 31,	Purchase commitments		Financing obligations - leased facility
2025	$	74,768	$	4,543
2026	73,151		4,644
2027	71,749		3,950
2028	70,000		—
2029	—		—
Thereafter	—		—
Total	$	289,668	$	13,137
Residual financing obligations and assets			49,476
Less: amount representing interest			(8,459)
Financing obligations			$	54,154

Variable Interest Entity and Redeemable Non-Controlling Interest - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Oct. 31, 2023	Oct. 31, 2019	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Schedule of Equity Method Investments [Line Items]
Investment from redeemable non-controlling interest			$ 983	$ 0	$ 0
nCino K.K
Schedule of Equity Method Investments [Line Items]
Payments to noncontrolling interests		$ 4,700
Consolidation, less than wholly owned subsidiary, parent ownership interest, changes, purchase of Interest by parent	$ 1,000
Estimated redeemable noncontrolling interest redemption Value			$ 3,200
nCino K.K \| nCino K.K
Schedule of Equity Method Investments [Line Items]
Ownership percentage by parent	51.00%	0.51%

Income Taxes

12 Months Ended

Jan. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

The components of loss before income taxes by domestic and foreign jurisdictions were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
United States	$	(61,587)	$	(100,223)	$	(61,994)
Foreign	(12,367)		2,450		20,058
Loss before income taxes	$	(73,954)	$	(97,773)	$	(41,936)

The components of the income tax provision (benefit) consisted of the following:


	Fiscal Year Ended January 31,
	2022		2023		2024
Current:
Federal	$	—	$	—	$	—
State	73		81		489
Foreign	374		2,363		3,441
Total	447		2,444		3,930
Deferred:
Federal	(21,280)		1,339		819
State	(3,086)		438		629
Foreign	86		(150)		(3,788)
Total	(24,280)		1,627		(2,340)
Total income tax provision (benefit)	$	(23,833)	$	4,071	$	1,590

The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax (provision) benefit are summarized as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Income taxes at statutory rate of 21% for 2022, 2023, and 2024	21.0	%	21.0	%	21.0	%
State income tax (provision) benefit, net of federal impact	4.1		(0.4)		(2.7)
Tax credits	4.1		0.0		23.9
Statutory tax rate law changes	2.7		0.0		0.0
Transaction costs	(1.3)		(0.1)		0.0
Other	0.0		(0.3)		(0.3)
Nondeductible expenses	(0.1)		(0.2)		(1.0)
Stock-based compensation	48.8		0.1		(1.0)
Foreign rate differential	0.7		0.5		(1.7)
Executive compensation	(3.7)		(2.4)		(5.0)
GILTI inclusion	0.0		(0.6)		(6.8)
Changes in valuation allowance	(44.1)		(21.6)		(10.5)
Federal return to provision	0.0		(0.2)		(19.7)
	32.2	%	(4.2)	%	(3.8)	%

Significant components of the Company’s net deferred tax assets and liabilities were as follows:


	As of January 31,
	2023		2024
Deferred tax assets:
Net operating losses	$	134,413	$	115,187
Research and development	22,658		39,305
Financing obligations and lease liabilities	15,960		17,343
Tax credits	3,527		15,444
Equity compensation	8,400		9,085
Reserves and accruals	4,008		3,900
Deferred revenue	550		—



Other	2,890		1,613
Total deferred tax assets	192,406		201,877
Less valuation allowance	(138,359)		(148,270)
Total deferred tax assets, net of valuation allowances	54,047		53,607
Deferred tax liabilities:
Intangible assets	(29,903)		(26,216)
Depreciation	(16,213)		(15,066)
Contract acquisition costs	(7,141)		(7,112)
Lease asset	(2,678)		(4,453)

Deferred revenue	—		(310)
Total deferred tax liabilities	(55,935)		(53,157)
Net deferred tax liabilities	$	(1,888)	$	450

Net deferred tax liabilities were included in the consolidated balance sheets as follows:


	As of January 31,
	2023		2024
Long-term prepaid expenses and other assets	$	909	$	4,137
Deferred income taxes, noncurrent	(2,797)		(3,687)
Net deferred tax liabilities	$	(1,888)	$	450

Income taxes payable, which is included in accrued expenses and other current liabilities on the consolidated balance sheets as of January 31, 2023 and 2024 were $1.3 million and $2.0 million, respectively.

The Company continually assesses the realizability of its deferred tax assets based on an evaluative process that considers all available positive and negative evidence. The Company has established a valuation allowance in the amount of $138.4 million and $148.3 million as of January 31, 2023 and 2024, respectively, because the Company believes it is not more likely than not the deferred tax asset in jurisdictions excluding several foreign jurisdictions will be realized.

Based on all available positive and negative evidence, having demonstrated sustained profitability and cumulative pre-tax book income for the past three years, which is objective and verifiable, the Company concluded that it is more likely than not that the Company’s United Kingdom deferred tax assets will be realizable. As a result, the Company released the valuation allowance against the United Kingdom deferred tax assets and reflected the release as a component of income tax provision (benefit) in the amount of $3.7 million as of the fiscal year ended January 31, 2024.

For the fiscal years ended January 31, 2022, 2023, and 2024, the valuation allowance increased by $39.0 million, $29.3 million, and $9.9 million, respectively.

Prior to the SimpleNexus acquisition, the Company recorded a net U.S. deferred tax asset which is offset with a valuation allowance. On the Acquisition Date, the Company recorded net U.S. deferred tax liabilities, most of which relate to identifiable finite-life intangible assets. The Company evaluated this positive evidence and determined a portion of these deferred tax liabilities allow the Company to recognize $24.6 million of the Company’s U.S. deferred tax assets, which results in a reduction of the valuation allowance. In accordance with ASC 805-740-30-3, the Company reflected the reduction of the valuation allowance as a component of income tax provision (benefit) at the Acquisition Date, and during the fiscal year ended January 31, 2022.

The Company maintains its assertion of the Company’s intent for certain foreign earnings to be indefinitely reinvested. As of January 31, 2024, the Company has not recorded taxes on approximately $24.4 million of cumulative undistributed earnings of the Company’s non-U.S. subsidiaries. The Company generally does not provide for taxes related to the Company’s undistributed earnings because such earnings either would not be taxable when remitted or they are indefinitely reinvested. If in the foreseeable future, the Company can no longer demonstrate that these earnings are indefinitely reinvested, a tax liability will be recognized, which could include other taxes such as withholding tax. The determination of the amount of the unrecognized tax liability is directly influenced by the Company’s net operating loss and valuation allowance position in the U.S. If the Company were to repatriate the undistributed earnings, the tax liability is $1.1 million.

The net operating loss and tax credit carryforwards as of January 31, 2024 were as follows:


	As of January 31, 2024		First Fiscal Year Expiring
Federal net operating loss carryforwards	$	21,678	2034
Federal net operating loss carryforwards1	383,200		Non-expiring
State net operating loss carryforwards1	275,364		2028
State net operating loss carryforwards1	91,028		Non-expiring
Foreign net operating loss carryforwards	8,138		2031
Foreign net operating loss carryforwards	35,318		Non-expiring
Federal tax credit carryforwards1	12,933		2037
State tax credit carryforwards	3,179		2032

1The Company acquired a portion of these carryforwards in the SimpleNexus acquisition during the fiscal year ended January 31, 2022. These acquired carryforwards will be subject to limitations which could limit the Company's utilization in future periods.

The Company is subject to taxation in the U.S. federal and various state and foreign jurisdictions. As of January 31, 2024, the Company is no longer subject to U.S. federal and state examinations by tax authorities for tax years prior to 2020. However, amounts reported as net operating losses and tax credit carryforwards from these tax periods remain subject to review by most tax authorities.

The United States Tax Cuts and Job Act of 2017 (the “U.S. Tax Legislation”) was enacted on December 22, 2017. The U.S. Tax Legislation significantly revised the United States tax code by, among other things, introducing a tax on foreign earnings in excess of a deemed return on tangible assets of foreign corporations (known as “GILTI”) for tax years beginning after December 31, 2017. The guidance indicated that companies must make a policy election to either record deferred taxes for basis differences expected to reverse as a result of the GILTI provisions in future years or treat any taxes on GILTI inclusions as period costs when incurred. The Company completed its analysis of the tax effects of the GILTI provisions as of January 31, 2024 and elected to account for these tax effects as period costs when incurred.

In 2021, the Organization of Economic Cooperation and Development introduced its Pillar Two Framework Model Rules ("Pillar 2"). The Company does not expect Pillar 2 to impact its tax liability and will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

The Company recognizes the income tax benefits of any uncertain tax positions only when, based upon the technical merits of the position, it is more likely than not that the position is sustainable upon examination. With the information available, the Company has performed an analysis and as of January 31, 2023 and 2024, the Company has not recognized any unrecognized tax benefits, interest or penalties for any income tax positions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Reconciliation of Effective Tax Rate to U.S. Federal Statutory Rate (Details)	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Income Tax Disclosure [Abstract]
Income taxes at statutory rate of 21% for 2022, 2023, and 2024	21.00%	21.00%	21.00%
State income tax (provision) benefit, net of federal impact	(2.70%)	(0.40%)	4.10%
Tax credits	23.90%	0.00%	4.10%
Statutory tax rate law changes	0.00%	0.00%	2.70%
Transaction costs	0.00%	(0.10%)	(1.30%)
Other	(0.30%)	(0.30%)	0.00%
Nondeductible expenses	(1.00%)	(0.20%)	(0.10%)
Stock-based compensation	(1.00%)	0.10%	48.80%
Foreign rate differential	(1.70%)	0.50%	0.70%
Executive compensation	(5.00%)	(2.40%)	(3.70%)
GILTI inclusion	(6.80%)	(0.60%)	0.00%
Changes in valuation allowance	(10.50%)	(21.60%)	(44.10%)
Federal return to provision	(19.70%)	(0.20%)	0.00%
Effective income tax rate reconciliation, percent	(3.80%)	(4.20%)	32.20%

Business Combinations - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Jan. 07, 2022	Jan. 31, 2022	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022	Nov. 12, 2021
Business Acquisition, Contingent Consideration [Line Items]
Adjustments to additional paid in capital, stock issued, issuance costs					$ 210
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value			$ 29,516	$ 44,170
Measurement period adjustment relating to business acquisition				$ (1,961)
Restricted Stock Units (RSUs)
Business Acquisition, Contingent Consideration [Line Items]
Award vesting period			4 years
SimpleNexus
Business Acquisition, Contingent Consideration [Line Items]
Business acquisition, transaction costs	$ 10,000
Adjustments to additional paid in capital, stock issued, issuance costs	200
Business combination, consideration transferred, before working capital adjustment	933,600
Net working capital adjustment	$ (676)		$ (700)
Business acquisition, volume, weighted average. duration	20 days
Business acquisition, share price (in USD per share)	$ 50.82					$ 72.53
Measurement period adjustment relating to business acquisition			(2,000)
Business combination, provisional information, initial accounting incomplete, adjustment, deferred income taxes			$ 1,300
Business acquisition, goodwill, expected tax deductible amount	$ 189,200
Pro forma information, revenue of acquiree since acquisition date, actual		$ 3,900
Business combination, pro forma information, earnings or loss of acquiree since acquisition date, actual		$ (3,600)
SimpleNexus \| Preliminarily Allocated to Purchase Consideration
Business Acquisition, Contingent Consideration [Line Items]
Business acquisition, equity interest issued or issuable, value assigned	300
SimpleNexus \| Preliminarily Allocated to Future Services
Business Acquisition, Contingent Consideration [Line Items]
Business acquisition, equity interest issued or issuable, value assigned	$ 1,100
SimpleNexus \| Restricted Stock Units (RSUs)
Business Acquisition, Contingent Consideration [Line Items]
Share-based compensation arrangement by share-based payment award, shares issued in period	927,744
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value	$ 47,200
Award vesting period	4 years
SimpleNexus \| Restricted Stock Units (RSUs) \| Preliminary Established Fair Value
Business Acquisition, Contingent Consideration [Line Items]
Business acquisition, equity interest issued or issuable, value assigned	$ 1,400

Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (43,526)	$ (101,844)	$ (50,121)
Other comprehensive income (loss):
Foreign currency translation	315	572	(568)
Other comprehensive income (loss)	315	572	(568)
Comprehensive loss	(43,211)	(101,272)	(50,689)
Less comprehensive loss attributable to redeemable non-controlling interest:
Net loss attributable to redeemable non-controlling interest	(1,109)	(1,119)	(1,569)
Foreign currency translation attributable to redeemable non-controlling interest	13	(194)	(256)
Comprehensive loss attributable to redeemable non-controlling interest	(1,096)	(1,313)	(1,825)
Comprehensive loss attributable to nCino, Inc.	$ (42,115)	$ (99,959)	$ (48,864)

Leases (Tables)

12 Months Ended

Jan. 31, 2024

Leases [Abstract]

Lease, Cost

The components of lease expense were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Operating lease expense	$	2,945	$	4,066	$	4,940
Variable lease expense	885		1,276		1,979
Short-term lease expense	281		508		451
Total	$	4,111	$	5,850	$	7,370

Supplemental cash flow information related to operating leases were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,082	$	4,993	$	4,489
Operating right-of-use assets obtained in exchange for operating lease liabilities	1,771		2,050		13,152
Modification to reduce operating right-of-use assets and operating lease liabilities	—		842		—
Operating right-of-use assets and operating lease liabilities disposed of	—		—		115

Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments as of January 31, 2024 were as follows:


Fiscal Year Ending January 31,	Operating Leases
2025	$	3,994
2026	4,479
2027	3,186
2028	2,783
2029	1,712
Thereafter	6,490
Total lease liabilities	22,644
Less: imputed interest	(2,572)
Total lease obligations	20,072
Less: current obligations	(3,649)
Long-term lease obligations	$	16,423

Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Income Tax Disclosure [Abstract]
United States	$ (61,994)	$ (100,223)	$ (61,587)
Foreign	20,058	2,450	(12,367)
Loss before income taxes	$ (41,936)	$ (97,773)	$ (73,954)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenues - Accounts Receivable Less Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Revenue from Contract with Customer [Abstract]
Trade accounts receivable	$ 106,170	$ 94,729
Unbilled accounts receivable	7,699	4,920
Allowance for doubtful accounts	(1,451)	(899)
Other accounts receivable	557	747
Total accounts receivable, net	112,975	99,497
Income taxes receivable	$ 0	$ 100

Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - Employee Stock	12 Months Ended
	Jan. 31, 2024 $ / ₫	Jan. 31, 2023 $ / ₫	Jan. 31, 2022 $ / ₫
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (in years from vesting)	6 months	6 months	6 months
Expected volatility, minimum	38.70%	49.65%	48.70%
Expected volatility, maximum	61.86%	84.59%	49.65%
Expected dividends	0.00%	0.00%	0.00%
Risk-free interest rate, minimum	4.77%	0.22%	0.05%
Risk-free interest rate, maximum	5.53%	4.77%	0.22%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements - Narrative (Details) - USD ($)	12 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Fair Value Disclosures [Abstract]
Unrealized gain on investment	$ 263,000	$ 0	$ 0
Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount	$ 0	$ 0	$ 0

Consolidated Statements of Cash Flows - (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Purchase of investments (related party $0, $2,500, and $0, respectively)	$ (2,500)	$ (2,500)	$ (4,031)
Affiliated Entity
Purchase of investments (related party $0, $2,500, and $0, respectively)	$ 0	$ (2,500)	$ 0

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") as set forth in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). The consolidated financial statements include accounts of the Company’s wholly-owned subsidiaries as well as a variable interest entity in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated.

The Company is subject to the normal risks associated with technology companies that have not demonstrated sustainable income from operations, including product development, the risk of customer acceptance and market penetration of its products and services and, ultimately, the need to attain profitability to generate positive cash resources.

Use of Estimates

Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by the Company’s management are used for, but not limited to, revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, and stand-alone selling price; the average period of benefit associated with costs capitalized to obtain revenue contracts; fair value of assets acquired and liabilities assumed for business combinations; the useful lives of intangible assets; income taxes and the related valuation allowance on deferred tax assets; redemption value of redeemable non-controlling

interest; and stock-based compensation. The Company assesses these estimates on a regular basis using historical experience and other factors. Actual results could differ from these estimates. See Note 8 "Goodwill and Intangible Assets" for a change in estimate of the useful life of the SimpleNexus trade name.

Operating Segments

Operating Segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources, and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level.

Concentration of Credit Risk and Significant Customers

Concentration of Credit Risk and Significant Customers: The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company’s cash and cash equivalents exceeded federally insured limits at January 31, 2023 and January 31, 2024. The Company maintains its cash, cash equivalents, and restricted cash with high-credit-quality financial institutions.

Revenue Recognition

Revenue Recognition: The Company derives revenues primarily from subscription services and professional services. Revenues are recognized when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of subscription and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as subscription services and support, accounted for as a single performance obligation. Revenues are recognized net of allowances and any taxes collected from customers, which are subsequently remitted to governmental authorities.

The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenues when, or as, the Company satisfies a performance obligation.

Subscription Revenues

Subscription revenues primarily consist of fees for providing customers access to the Company’s solutions, with routine customer support and maintenance related to email and phone support, bug fixes, and unspecified software updates, and upgrades released when and if available during the maintenance term. Revenues are generally recognized on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer, which the Company believes best reflects the manner in which the Company’s customers utilize the Company’s subscription offerings. Arrangements with customers do not provide the customer with the right to take possession of the software supporting the Company's solutions at any time and, as a result, are accounted for as a service contract. Generally, the Company’s subscription contracts are three years or longer in length, billed annually in advance, are non-cancelable, and do not contain refund-type provisions. nCino Mortgage contracts typically range from one to three years and are generally billed monthly in advance. Subscription arrangements that are cancelable generally have penalty clauses.

Professional Services and Other Revenues

Professional services revenues primarily consist of fees for deployment, configuration, and optimization services, as well as training. The majority of the Company’s professional services contract revenues are recognized over time based on a proportional performance methodology which utilizes input methods. The Company’s professional services contracts are billed on a time and materials or fixed fee basis.

Contracts with Multiple Performance Obligations

Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company’s go-to-market strategy, historical sales, and contract prices. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP.

Given the variability of pricing, the Company uses a range of SSP. The Company determines the SSP range using information that may include market conditions or other observable inputs. The Company typically has more than one SSP for individual products and services due to the stratification of products and services by customer size.

Costs Capitalized to Obtain Revenue Contracts

The Company capitalizes incremental costs of obtaining a non-cancelable subscription and support revenue contract if the Company expects the benefit of those costs to be longer than one year. The capitalized amounts are subsequently amortized over the estimated life of the contract. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired and (2) the associated payroll taxes and fringe benefit costs associated with the payments to these employees. Capitalized costs related to new revenue contracts are amortized on a straight-line basis over four to five years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates, or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations.

Judgments

Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations.

Standalone selling price is established by maximizing the amount of observable inputs, primarily actual historical selling prices for performance obligations where available and includes consideration of factors such as go-to-market model and customer size. Where standalone selling price may not be observable (e.g., the performance obligation is not sold separately), the Company maximizes the use of observable inputs by using information that may include reviewing pricing practices, performance obligations with similar customers, and selling models.

Capitalized costs to obtain a contract are amortized over the expected period of benefit, which the Company has determined, based on analysis, to be approximately four to five years. The Company evaluated qualitative and quantitative factors to determine the period of amortization, including contract length, renewals, customer life, and the useful lives of our products and acquired products. When the expected period of benefit of an asset which would be capitalized is less than one

year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company regularly evaluates whether there have been changes in the underlying assumptions and data used to determine the amortization period.

At times, the Company provides credits or incentives to its customers. Known and estimable credits and incentives represent a form of variable consideration, which are determined at contract inception and reduce the revenues recognized for a particular contract. At the end of each reporting period, the Company reviews and updates its estimates as additional information becomes available. The Company believes that there will not be significant changes to its estimates of variable consideration as of January 31, 2024.

The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) with respect to vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial to these consolidated financial statements.

Deferred Revenue

Deferred Revenue: Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services, including non-cancellable and non-refundable committed funds and deposits. Deferred revenue is recognized as revenue recognition criteria has been met. Customers are typically invoiced for these agreements in advance of regular annual installments and revenues are recognized ratably over the contractual subscription period. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size, and new business linearity. Deferred revenue does not represent the total contract value of annual or multi-year non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding 12-month period are recorded as deferred revenue, current portion, and the remaining portion is recorded as deferred revenue, net of current portion on the consolidated balance sheets.

Payment terms vary by contract, although terms generally include a requirement of payment within 30 to 45 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing services, such as invoicing at the beginning of a subscription term with revenues recognized ratably over the contract period, and not to provide financing to customers. Any implied financing costs are considered insignificant in the context of the Company’s contracts.

Cash and Cash Equivalents

Cash and Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at fair value.

Restricted Cash

Restricted Cash: Restricted cash primarily consists of a minimum cash balance the Company maintains with a lender under the Company's revolving credit facility. The remaining restricted cash consists of deposits held as collateral for the Company's bank guarantees issued in place of security deposits for certain property leases and credit cards. Restricted cash is included in long-term prepaid expenses and other assets at January 31, 2023 and January 31, 2024 on the consolidated balance sheets.

Accounts Receivable and Allowances

Accounts Receivable and Allowances: A receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes a contract asset in the form of accounts receivable when the Company has an unconditional right to payment, and the Company records a contract asset in the form of unbilled accounts receivable when revenues earned on a contract exceeds the billings. The Company’s standard billing terms are annual in advance, while nCino Mortgage's standard billing terms are monthly in advance. An unbilled accounts receivable is a contract asset related to the delivery of the Company’s subscription services and professional services for which the related billings will occur in a future period. Unbilled accounts receivable consists of (i) revenues recognized for professional services performed but not yet billed and (ii) revenues recognized from non-cancelable, multi-year orders in which fees increase

annually but for which the Company is not contractually able to invoice until a future period. Accounts receivable are reported at their gross outstanding balance reduced by an allowance for estimated receivable losses, which includes allowances for doubtful accounts and a reserve for expected credit losses.

Leases and Financing Obligations

Leases: The Company determines if an arrangement is or contains a lease at inception date based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company determines the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. The Company accounts for lease and non-lease components as a single lease component for its facilities and equipment leases. The Company did not have any finance leases as of January 31, 2023 or January 31, 2024.

Operating lease right-of-use ("ROU") assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease term reflects the non-cancelable period of the lease together with options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. Variable costs, such as common area maintenance costs, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred. The Company's leases do not generally provide an implicit rate; therefore, the Company uses its incremental borrowing rate in determining the present value of the lease payments. Lease expense is recognized on a straight-line basis over the lease term.

The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.

Financing Obligations: The Company records assets and liabilities for lease arrangements where the Company has continued involvement due to purchase options and is deemed to be the owner for accounting purposes.

Property and Equipment

Property and Equipment: Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets and commences once the asset is placed in service or is ready for its intended use. The estimated useful lives by asset classification are generally as follows:


Asset Classification						Estimated Useful Life
Furniture and fixtures						3-7 years
Computers and equipment						3 years
Buildings						40 years
Leasehold improvements						Shorter of remaining life of the lease term or estimated useful life

Repairs and maintenance are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from their respective accounts, and any gain or loss on such retirement is reflected in operating expenses.

Intangible Assets

Intangible Assets: Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.

Impairment Assessment

Impairment Assessment: The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

Goodwill

Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on November 1, the first day of the fourth quarter of the fiscal year, or more frequently if circumstances indicate an impairment may have occurred between annual impairment tests. The Company has one reporting unit, therefore the Company evaluates goodwill for impairment at the entity level. To perform its impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. The qualitative factors we consider include, but are not limited to, macroeconomic conditions, industry and market conditions, company-specific events, changes in circumstances, and our share price. If the qualitative factors indicate that the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, then we do not consider the assigned goodwill to be impaired. If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. The Company may elect to bypass the qualitative assessment and perform the quantitative assessment. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit.

Variable Interest Entity

Variable Interest Entity: The Company holds an interest in a Japanese company (“nCino K.K.”) that is considered a variable interest entity ("VIE"). nCino K.K. is considered a VIE as it has insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of nCino K.K. as it has the power over the activities that most significantly impact the economic performance of nCino K.K. and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to nCino K.K., in accordance with accounting guidance. As a result, the Company consolidated nCino K.K. and all significant intercompany accounts have been eliminated. The Company will continue to assess whether it has a controlling financial interest and whether it is the primary beneficiary at each reporting period. Other than the Company’s equity investments, the Company has not provided financial or other support to nCino K.K. that it was not contractually obligated to provide. The assets of the VIE can only be used to settle the obligations of the VIE and the creditors of the VIE do not have recourse to the Company. The assets and liabilities of the VIE were not significant to the Company’s consolidated financial statements except for cash which is reflected on the consolidated balance sheets. See Note 3 "Variable Interest Entity and Redeemable Non-Controlling Interest" for additional information regarding the Company’s variable interest.

Redeemable Non-Controlling Interest

Redeemable Non-Controlling Interest: Redeemable non-controlling interest relates to minority investors of nCino K.K. An agreement with the minority investors of nCino K.K. contains redemption features whereby the interest held by the minority investors are redeemable either at the option of the (i) minority investors or (ii) the Company, both beginning on the eighth anniversary of the initial capital contribution. If the interest of the minority investors were to be redeemed under this

agreement, the Company would be required to redeem the interest based on a prescribed formula derived from the relative revenues of nCino K.K. and the Company. The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying amount adjusted for the redeemable non-controlling interest’s share of earnings or losses and other comprehensive income or loss, or its estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. These interests are presented on the consolidated balance sheets outside of equity under the caption “Redeemable non-controlling interest.”

Business Combinations

Business Combinations: Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and may be subject to refinement due to unanticipated events and circumstances. For intangible assets, the Company typically uses income-based methods of valuation (for example, the multi-period excess earnings method is used to estimate the fair value estimate of customer relationships and the relief from royalty method is used in the fair value estimate of developed technologies). These methods typically start with a forecast of all of the expected future net cash flows for each asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in these methods are forecasted revenues, obsolescence life and factor, customer attrition rate, and the discount rate among other assumptions.

Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations.

Investments

Investments: The Company's investments are non-marketable equity investments without readily determinable fair value and for which the Company does not have control or significant influence. The investments are measured at cost with adjustments for observable changes in price or impairment as permitted by the measurement alternative. The Company assesses at each reporting period if the investments continue to qualify for the measurement alternative. Gains or losses resulting from observable price changes are recognized currently in the Company's consolidated statement of operations. The Company assesses the investments whenever events or changes in circumstances indicate that the carrying value of the investments may not be recoverable.

Debt Issuance Costs

Debt Issuance Costs: Debt issuance costs are initially deferred and amortized to interest expense on a straight-line basis over the expected term of the debt. The Company uses the straight-line basis as it approximates the amounts calculated under the effective-interest method. Unamortized debt issuance costs related to the secured revolving credit facility are considered long-term and are included in long-term prepaid expenses and other assets in the consolidated balance sheets.

Cost of Revenues

Cost of Revenues: Cost of subscription and support revenues consists of costs related to hosting the Company’s software solutions and employee-related costs, including stock-based compensation expenses and allocated overhead associated with customer support. Cost of professional services and other revenues consist of employee-related costs associated with these services, including stock-based compensation expenses, and allocated overhead, and the cost of subcontractors. Allocated

overhead includes costs such as information technology infrastructure, rent and occupancy charges, along with employee benefit costs, and taxes based upon a percentage of total compensation expense. As such, general overhead expenses are reflected in each cost of revenues and operating expenses category.

Research and Development

Research and Development: Research and development expenses consist primarily of salaries, benefits and stock-based compensation associated with our engineering, product and quality assurance personnel, as well as allocated overhead. Research and development expenses also include the cost of third-party contractors. Research and development costs are expensed as incurred.

Advertising

Advertising: Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses.

Income Taxes

Income Taxes: Deferred income taxes are determined using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are also recorded for any tax attributes, such as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment within income tax expense. The Company reflects the expected amount of income taxes to be paid or refunded during the year as current income tax expense or benefit, as applicable.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

The Company follows the accounting standards on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the tax position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the benefit having a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting interim periods.

When and if applicable, potential interest and penalties are accrued as incurred, within income tax provision.

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss): Accumulated other comprehensive income (loss) is reported as a component of stockholders’ equity and includes unrealized gains and losses on foreign currency translation adjustments.

Foreign Currency Exchange

Foreign Currency: The functional currency of the Company’s foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive loss recorded in foreign currency translation line item. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.

Foreign currency transaction gains and losses due to transactions denominated in a currency other than the functional currency are included in other expense, net in the consolidated statements of operations and were $(2.0) million, $(1.4) million, and $(1.2) million for the fiscal years ended January 31, 2022, 2023, and 2024, respectively, primarily related to various intercompany loans.

Stock-Based Compensation

Stock-Based Compensation: As further described in Note 11 "Stock-Based Compensation," the Company records compensation expense associated with stock options and other equity-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company establishes fair value as the measurement objective in accounting for

share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period.

Basic and Diluted Loss per Common Share

Basic and Diluted Loss per Common Share: Basic loss per share is calculated by dividing the net loss attributable to nCino, Inc. by the weighted-average number of shares of common stock outstanding for the period.

Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the Employee Stock Purchase Plan (the "ESPP") when determining the weighted-average number of common shares outstanding. For purposes of the diluted loss per share calculation, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive.

Recent Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements Not Yet Adopted: In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance includes amendments to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023 on a retrospective basis, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance includes amendments to enhance existing income tax disclosure requirements, primarily related to the rate reconciliation and income taxes paid disclosures. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply the ASU retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the Company’s consolidated financial statements.

Subsequent Events	12 Months Ended
Subsequent Events	Jan. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On February 9, 2024, the Company entered into a First Amendment to extend the existing maturity date of the Credit Facility provided for under the Credit Agreement to February 11, 2025. On March 17, 2024, the Company entered into the Second Amendment which increased our borrowing availability to $100.0 million and extended the existing maturity date of the Credit Facility under the Credit Facility to March 17, 2029. Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greatest of (a) the Lender’s “prime rate”, (b) the federal funds rate plus 0.50%, and (c) the Term SOFR rate plus 1.00% (provided that the base rate shall not be less than 0.00%), plus a margin of 1.3125%; or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00%), plus a margin of 2.3125%, in each case with such margin subject to a step down based on achievement of a certain leverage ratio. The Company is also required to pay an unused commitment fee to the Lender of 0.30% of the average daily unutilized commitments (with a step down based on achievement of a certain leverage ratio). The Company must also pay customary letter of credit fees. The financial covenants require the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated Senior Secured Leverage Ratio not in excess of 2.50:1.00 as of the end of any fiscal quarter, and (ii) a Consolidated Interest Coverage Ratio not less than 3.00:1.00 as of the end of any fiscal quarter beginning with the second quarter of fiscal year 2025. On March 18, 2024, the Company borrowed $75.0 million under the Credit Facility. The interest rate at time of borrowing was 7.36%. In March 2024, the Company's wholly-owned subsidiary, nCino OpCo, acquired all of the outstanding equity of DocFox, Inc. ("DocFox"), a leading solution provider automating onboarding experiences for commercial and business banking. The aggregate purchase price for the DocFox acquisition totaled $75.0 million and was funded with proceeds from the Credit Facility and available cash on hand. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. The Company is in the process of finalizing the accounting for this transaction and will complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of our first quarter of fiscal 2025.

Basic and Diluted Loss per Share (Tables)

12 Months Ended

Jan. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):


	Fiscal Year Ended January 31,
	2022		2023		2024
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.	$	(49,446)	$	(102,720)	$	(42,346)
Denominator
Weighted-average common shares outstanding	96,722,464		110,615,734		112,672,397
Basic and diluted loss per share attributable to nCino, Inc.	$	(0.51)	$	(0.93)	$	(0.38)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:


	Fiscal Year Ended January 31,
	2022	2023	2024
Stock options issued and outstanding	2,629,109	2,009,323	1,212,704
Nonvested RSUs issued and outstanding	3,012,440	3,531,387	5,626,125
Shares issuable pursuant to the ESPP	12,471	21,079	105,227

Insider Trading Arrangements	3 Months Ended	12 Months Ended
Insider Trading Arrangements	Jan. 31, 2024 shares	Jan. 31, 2024 shares
Officer Trading Arrangement [Member]
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Officer Trading Arrangement [Member] \| Josh Glover [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On January 11, 2024, Josh Glover, President and Chief Revenue Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 40,000 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until May 15, 2025, or earlier if all transactions under the trading arrangement are completed.
Name	Josh Glover
Title	President and Chief Revenue Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	January 11, 2024
Arrangement Duration	490 days
Aggregate Available	40,000	40,000
Officer Trading Arrangement [Member] \| Sean Desmond [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On January 16, 2024, Sean Desmond, Chief Customer Success Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 33,000 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until September 3, 2024, or earlier if all transactions under the trading arrangement are completed.
Name	Sean Desmond
Title	Chief Customer Success Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	January 16, 2024
Arrangement Duration	231 days
Aggregate Available	33,000	33,000
Officer Trading Arrangement [Member] \| Gregory Orenstein [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On January 16, 2024, Gregory Orenstein, Chief Financial Officer & Treasurer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 172,448 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 17, 2025, or earlier if all transactions under the trading arrangement are completed.
Name	Gregory Orenstein
Title	Chief Financial Officer & Treasurer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	January 16, 2024
Arrangement Duration	367 days
Aggregate Available	172,448	172,448
Officer Trading Arrangement [Member] \| April Rieger [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On January 16, 2024, April Rieger, Chief Legal & Compliance Officer and Secretary, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 39,144 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 17, 2025, or earlier if all transactions under the trading arrangement are completed.
Name	April Rieger
Title	Chief Legal & Compliance Officer and Secretary
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	January 16, 2024
Arrangement Duration	367 days
Aggregate Available	39,144	39,144
Director Trading Arrangement [Member]
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Director Trading Arrangement [Member] \| William Ruh [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On January 16, 2024, William Ruh, Director, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 185,000 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 16, 2025, or earlier if all transactions under the trading arrangement are completed.
Name	William Ruh
Title	Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	January 16, 2024
Arrangement Duration	366 days
Aggregate Available	185,000	185,000

Property and Equipment

12 Months Ended

Jan. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment, net consisted of the following:


	As of January 31,
	2023		2024
Furniture and fixtures	$	10,730	$	12,066
Computers and equipment	8,361		8,010
Buildings and land	56,379		56,379
Leasehold improvements	28,702		27,712
Construction in progress	673		170
	104,845		104,337
Less accumulated depreciation	(20,403)		(25,192)
	$	84,442	$	79,145

The Company recognized depreciation expense as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cost of subscription revenues	$	337	$	399	$	567
Cost of professional services and other revenues	1,095		1,301		1,775
Sales and marketing	1,182		1,452		1,734
Research and development	1,842		2,435		2,819
General and administrative	643		865		1,143
Total depreciation expense	$	5,099	$	6,452	$	8,038

Property and equipment by geographic region were as follows:


	As of January 31,
	2023		2024
United States	$	83,594	$	78,411
International	848		734
	$	84,442	$	79,145

Property and Equipment - Property and equipment, net (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 104,337	$ 104,845
Less accumulated depreciation	(25,192)	(20,403)
Property and equipment, net	79,145	84,442
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	12,066	10,730
Computers and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	8,010	8,361
Buildings and land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	56,379	56,379
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	27,712	28,702
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 170	$ 673

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Jan. 31, 2024

Jan. 31, 2023

Jan. 31, 2022

Revenues

Total revenues

$ 476,543

$ 408,315

$ 273,865

Cost of revenues

Total cost of revenues

191,470

169,606

111,413

Gross profit

285,073

238,709

162,452

Operating expenses

Sales and marketing

130,547

127,669

82,901

Research and development

117,311

121,576

79,363

General and administrative

76,727

83,477

71,545

Total operating expenses

324,585

332,722

233,809

Loss from operations

(39,512)

(94,013)

(71,357)

Non-operating income (expense)

Interest income

2,567

403

194

Interest expense

(4,135)

(2,807)

(1,514)

Other expense, net

(856)

(1,356)

(1,277)

Loss before income taxes

(41,936)

(97,773)

(73,954)

Income tax provision (benefit)

1,590

4,071

(23,833)

Net loss

(43,526)

(101,844)

(50,121)

Net loss attributable to redeemable non-controlling interest (Note 3)

(1,109)

(1,119)

(1,569)

Adjustment to redeemable non-controlling interest

(71)

1,995

894

Net loss attributable to nCino, Inc.

$ (42,346)

$ (102,720)

$ (49,446)

Net loss per share attributable to nCino, Inc.:

Basic (in USD per share)

$ (0.38)

$ (0.93)

$ (0.51)

Diluted (in USD per share)

$ (0.38)

$ (0.93)

$ (0.51)

Weighted average number of common shares outstanding:

Basic (in shares)

112,672,397

110,615,734

96,722,464

Diluted (in shares)

112,672,397

110,615,734

96,722,464

Subscription

Revenues

Total revenues

$ 409,479

$ 344,752

$ 224,854

Cost of revenues

Total cost of revenues

^[1]

120,861

106,265

64,508

Professional Services and other

Revenues

Total revenues

67,064

63,563

49,011

Cost of revenues

Total cost of revenues

$ 70,609

$ 63,341

$ 46,905

[1]	See Note 9 "Reseller Agreement" and Note 17 "Related-Party Transactions."

Revenues - Narrative (Details) - USD ($)	12 Months Ended
Revenues - Narrative (Details) - USD ($)	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Disaggregation of Revenue [Line Items]
Contract with customer, liability, revenue recognized	$ 154,300,000
Remaining performance obligation amount	1,000,000,000
Amortization of costs capitalized to obtain revenue contracts	9,934,000	$ 8,459,000	$ 5,779,000
Capitalized contract cost, impairment loss	0
Capitalized contract cost, net	28,000,000	27,600,000
Costs capitalized to obtain revenue contracts, noncurrent, net	17,425,000	18,229,000
Sales and marketing
Disaggregation of Revenue [Line Items]
Amortization of costs capitalized to obtain revenue contracts	$ 9,900,000	$ 8,500,000	$ 5,800,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation percentage	66.00%
Remaining performance obligation, expected timing of satisfaction	24 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation percentage	28.00%
Minimum
Disaggregation of Revenue [Line Items]
Remaining performance obligation, expected timing of satisfaction	30 days
Minimum \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation, expected timing of satisfaction	25 months
Maximum
Disaggregation of Revenue [Line Items]
Remaining performance obligation, expected timing of satisfaction	45 days
Maximum \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-02-01
Disaggregation of Revenue [Line Items]
Remaining performance obligation, expected timing of satisfaction	48 months

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Leases [Abstract]
Operating lease expense	$ 4,940	$ 4,066	$ 2,945
Variable lease expense	1,979	1,276	885
Short-term lease expense	451	508	281
Total	$ 7,370	$ 5,850	$ 4,111

Stockholders’ Equity (Tables)

12 Months Ended

Jan. 31, 2024

Equity [Abstract]

Schedule of Stock by Class

At January 31, 2024, the Company committed a total of 34,179,706 shares of common stock for future issuance as follows:


Issued and outstanding stock options			1,212,704
Nonvested issued and outstanding restricted stock units ("RSUs")			5,626,125
Possible issuance under stock plans			27,340,877
			34,179,706

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Restructuring

12 Months Ended

Jan. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring

In the fourth quarter of fiscal 2023, the Company announced a workforce reduction of approximately 7% and office space reductions in certain markets (collectively, the “restructuring plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth.

Lease termination costs were accounted for in accordance with ASC 842, Leases. The Company paid $0.8 million in the fourth quarter of fiscal 2023 to exercise an early termination clause to exit a facility during fiscal 2024, which was accounted for as a lease modification.

The Company incurred charges in the fourth quarter of the Company’s fiscal 2023 of $4.8 million in connection with the restructuring plan. The accrual for severance and related benefit costs of $5.0 million for terminated employees was included in accrued compensation and benefits on the consolidated balance sheets as of January 31, 2023 and was paid in the first quarter of the Company’s fiscal 2024. The Company had no restructuring charges for the fiscal year ended January 31, 2022.

The Company’s restructuring charges were as follows:


	Fiscal Year Ended January 31,
	2023								2024
	Severance and other employee costs		Stock-based compensation (benefit)		Lease exit fees1		Total		Severance and other employee costs		Stock-based compensation (benefit)		Lease exit fees1		Total
Cost of subscription revenues	$	—	$	—	$	4	$	4	$	—	$	—	$	51	$	51
Cost of professional services and other revenues	324		(9)		9		324		—		—		118		118
Sales and marketing	1,324		(31)		9		1,302		—		—		100		100
Research and development	2,105		(141)		30		1,994		—		—		352		352
General and administrative	1,210		(29)		2		1,183		—		—		6		6
Total	$	4,963	$	(210)	$	54	$	4,807	$	—	$	—	$	627	$	627

1These expenses reduced operating lease right-of-use assets on the consolidated balance sheets.

Related-Party Transactions	12 Months Ended
Related-Party Transactions	Jan. 31, 2024
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions The Company’s largest vendor was also an equityholder in the Company. Total payments related to the reseller agreement with this party are disclosed in Note 9 "Reseller Agreement." The Company also purchases services from this party to assist in managing its own sales cycle, customer relationship management, and other business functions. Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022, this vendor was no longer considered a related party as of December 31, 2021, and the amounts disclosed related to them are accordingly presented while the vendor was considered a related party. The Company continues to do business with the vendor and transactions after December 31, 2021 are no longer disclosed. Total payments for these services recorded to expenses were $1.5 million for the fiscal year ended January 31, 2022. The Company entered into the Merger Agreement on January 7, 2022, as disclosed in Note 1 "Organization and Description of Business" and Note 7 "Business Combinations." Affiliates of Insight Partners were equityholders of SimpleNexus and certain other parties in connection with the Merger Agreement transaction, and other affiliates of Insight Partners are currently significant stockholders of the Company. On November 1, 2022, the Company's wholly-owned subsidiary, nCino OpCo, acquired preferred shares of ZestFinance, Inc. (d/b/a ZEST AI) ("Zest AI"), a private company, for $2.5 million and is included in investments as of January 31, 2023 and January 31, 2024 on the Company's consolidated balance sheets. The investment is considered a related party transaction as entities affiliated with Insight Partners, a beneficial owner of the Company, own greater than ten percent of Zest AI. On May 23, 2023, the Company announced a strategic partnership with Zest AI to build an integration into the Company's consumer banking solution to enable lenders with streamlined access to consumer credit lending insights.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Other Comprehensive Income (Loss)	Accumulated Deficit
Balance, beginning of year (in shares) at Jan. 31, 2021		93,643,759
Balance, beginning of year at Jan. 31, 2021	$ 425,179	$ 47	$ 585,956	$ 240	$ (161,064)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance related to business combinations (in shares)		12,762,146
Stock issuance related to business combinations, net of issuance costs of $210	647,299	$ 7	647,292
Exercise of stock options (in shares)		2,758,904
Exercise of stock options	13,907	$ 1	13,906
Stock issuance upon vesting of restricted stock units (in shares)		559,191
Stock issuance under the employee stock purchase plan (in shares)		54,542
Stock issuance under the employee stock purchase plan	2,543		2,543
Stock-based compensation	28,455		28,455
Other comprehensive income (loss)	(312)			(312)
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest	(49,446)		(894)		(48,552)
Balance, end of year (in shares) at Jan. 31, 2022		109,778,542
Balance, end of year at Jan. 31, 2022	1,067,625	$ 55	1,277,258	(72)	(209,616)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		579,662
Exercise of stock options	3,750	$ 1	3,749
Stock issuance upon vesting of restricted stock units (in shares)		883,561
Stock issuance under the employee stock purchase plan (in shares)		182,367
Stock issuance under the employee stock purchase plan	4,450		4,450
Stock-based compensation	50,207		50,207
Other comprehensive income (loss)	766			766
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest	(102,720)		(1,995)		(100,725)
Balance, end of year (in shares) at Jan. 31, 2023		111,424,132
Balance, end of year at Jan. 31, 2023	$ 1,024,078	$ 56	1,333,669	694	(310,341)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	785,794	785,794
Exercise of stock options	$ 4,469	$ 1	4,468
Stock issuance upon vesting of restricted stock units (in shares)		1,277,625
Stock issuance under the employee stock purchase plan (in shares)		196,748
Stock issuance under the employee stock purchase plan	4,661		4,661
Stock-based compensation	58,012		58,012
Other comprehensive income (loss)	302			302
Net loss attributable to nCino, Inc., including adjustment to redeemable non-controlling interest	(42,346)		71		(42,417)
Balance, end of year (in shares) at Jan. 31, 2024		113,684,299
Balance, end of year at Jan. 31, 2024	$ 1,049,176	$ 57	$ 1,400,881	$ 996	$ (352,758)

Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Property, Plant and Equipment [Line Items]
Total depreciation expense	$ 8,038	$ 6,452	$ 5,099
Subscription
Property, Plant and Equipment [Line Items]
Cost of subscription revenues	567	399	337
Professional Services and other
Property, Plant and Equipment [Line Items]
Cost of subscription revenues	1,775	1,301	1,095
Sales and marketing
Property, Plant and Equipment [Line Items]
Depreciation, nonproduction	1,734	1,452	1,182
Research and development
Property, Plant and Equipment [Line Items]
Depreciation, nonproduction	2,819	2,435	1,842
General and administrative
Property, Plant and Equipment [Line Items]
Depreciation, nonproduction	$ 1,143	$ 865	$ 643

Basic and Diluted Loss per Share

12 Months Ended

Jan. 31, 2024

Earnings Per Share [Abstract]

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss attributable to nCino, Inc. by the weighted-average number of common shares outstanding for the fiscal period. Diluted loss per share is computed by giving effect to all potential weighted average dilutive common stock, including stock options issued and outstanding, nonvested RSUs issued and outstanding, and shares issuable pursuant to the ESPP. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for the fiscal years ended January 31, 2022, 2023, and 2024 is the same as the basic loss per share as there was a net loss for those periods, and inclusion of potentially issuable shares was anti-dilutive.

The components of basic and diluted loss per share for periods presented are as follows (in thousands, except share and per share data):


	Fiscal Year Ended January 31,
	2022		2023		2024
Basic and diluted loss per share:
Numerator
Net loss attributable to nCino, Inc.	$	(49,446)	$	(102,720)	$	(42,346)
Denominator
Weighted-average common shares outstanding	96,722,464		110,615,734		112,672,397
Basic and diluted loss per share attributable to nCino, Inc.	$	(0.51)	$	(0.93)	$	(0.38)

The following potential outstanding common stock were excluded from the diluted loss per share computation because the effect would have been anti-dilutive:


	Fiscal Year Ended January 31,
	2022	2023	2024
Stock options issued and outstanding	2,629,109	2,009,323	1,212,704
Nonvested RSUs issued and outstanding	3,012,440	3,531,387	5,626,125
Shares issuable pursuant to the ESPP	12,471	21,079	105,227

Leases - Narrative (Details)	Jan. 31, 2024
Leases [Abstract]
Term of contract	5 years
Operating lease, weighted average remaining lease term	6 years 8 months 19 days
Operating lease, weighted average discount rate, percent	5.60%

Stockholders’ Equity

12 Months Ended

Jan. 31, 2024

Equity [Abstract]

Stockholders’ Equity

A summary of the rights and key provisions affecting each class of the Company’s stock as of January 31, 2024, is as follows:

Preferred Stock: The Board of Directors is authorized to establish one or more series of preferred stock and to fix the number of shares constituting such series and the designation of such series, including the voting powers, preferences,

limitations, restrictions, and other special rights thereof. The Company's preferred stock consists of 10,000,000 authorized shares, par value $0.001 per share.

Common stock: The Company's common stock consists of 500,000,000 authorized shares, par value $0.0005 per share.

At January 31, 2024, the Company committed a total of 34,179,706 shares of common stock for future issuance as follows:


Issued and outstanding stock options			1,212,704
Nonvested issued and outstanding restricted stock units ("RSUs")			5,626,125
Possible issuance under stock plans			27,340,877
			34,179,706

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Reseller Agreement	12 Months Ended
Reseller Agreement	Jan. 31, 2024
Related Party Transactions [Abstract]
Reseller Agreement	Reseller Agreement The Company has a reseller agreement in place with a former related party to utilize their platform and to develop the Company’s cloud-based banking software as an application within their hosted environment. This agreement was amended during fiscal 2024 extending its term through January 31, 2031, and will automatically renew in annual increments thereafter unless either party gives notice of non-renewal before the end of the initial term or the respective renewal term. Cost of subscription revenues in each of the fiscal years ended January 31, 2022, 2023, and 2024 includes fees paid for access to their platform, including their hosting infrastructure and data center operations. Based solely on information reported in a Schedule 13G/A filed with the SEC on February 11, 2022 the reseller was no longer considered a related party as of December 31, 2021 and the amounts disclosed related to them are accordingly presented while the reseller was considered a related party. The Company continues to do business with the reseller and transactions after December 31, 2021 are no longer disclosed. The Company has recorded expenses of $41.4 million for the fiscal year ended January 31, 2022. See also Note 17 "Related-Party Transactions."

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 4,489	$ 4,993	$ 3,082
Operating right-of-use assets obtained in exchange for operating lease liabilities	13,152	2,050	1,771
Modification to reduce operating right-of-use assets and operating lease liabilities	0	842	0
Operating right-of-use assets and operating lease liabilities disposed of	$ 115	$ 0	$ 0

Reseller Agreement - Narrative (Details) - USD ($)
$ in Thousands

12 Months Ended

Jan. 31, 2024

Jan. 31, 2023

Jan. 31, 2022

Total cost of revenues

$ 191,470

$ 169,606

$ 111,413

Total cost of revenues

41,404

Subscription

Total cost of revenues

^[1]

$ 120,861

$ 106,265

64,508

Reseller Agreement | Subscription | Related Party

Total cost of revenues

$ 41,400

[1]	See Note 9 "Reseller Agreement" and Note 17 "Related-Party Transactions."

Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 37,226	$ 28,200	$ 4,907
Cost of subscription revenues
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	16,306	17,019	2,604
Cost of professional services and other revenues
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	330	94	0
Sales and marketing
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 20,590	$ 11,087	$ 2,303

Stock-Based Compensation - RSUs Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Number of Shares
Nonvested, beginning of period (in shares)	3,531,387
Granted (in shares)	3,639,302
Vested (in shares)	(1,189,322)
Forfeited (in shares)	(355,242)
Nonvested, end of period (in shares)	5,626,125	3,531,387
Weighted Average Grant Date Fair Value
Nonvested, beginning of period (in USD per share)	$ 44.00
Granted (in USD per share)	25.65	$ 41.54	$ 60.99
Vested (in USD per share)	40.56
Forfeited (in USD per share)	38.56
Nonvested, end of period (in USD per share)	$ 33.19	$ 44.00

Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 839,440	$ 841,487
Measurement period adjustments relating to the acquisition of SimpleNexus		(1,961)
Translation adjustments	(571)	(86)
Goodwill, ending balance	$ 838,869	$ 839,440

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Related-Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2022	Nov. 01, 2022
Related Party Transaction [Line Items]
Equity securities without readily determinable fair value, amount		$ 2.5
Zest AI
Related Party Transaction [Line Items]
Ownership percentage by parent		10.00%
Agreement For Purchase Of Service \| Related Party
Related Party Transaction [Line Items]
Costs and Expenses, Related Party	$ 1.5

Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Jan. 31, 2024	Mar. 21, 2024	Jul. 31, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jan. 31, 2024
Current Fiscal Year End Date	--01-31
Document Transition Report	false
Entity File Number	001-41211
Entity Registrant Name	nCino, Inc.
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common stock, par value $0.0005 per share
Trading Symbol	NCNO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 1.5
Entity Common Stock, Shares Outstanding		114,216,575
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement for the 2024 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated herein by reference in Part II and Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2024.
Entity Central Index Key	0001902733
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

Property and Equipment (Tables)

12 Months Ended

Jan. 31, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The estimated useful lives by asset classification are generally as follows:


Asset Classification						Estimated Useful Life
Furniture and fixtures						3-7 years
Computers and equipment						3 years
Buildings						40 years
Leasehold improvements						Shorter of remaining life of the lease term or estimated useful life

Property and equipment, net consisted of the following:


	As of January 31,
	2023		2024
Furniture and fixtures	$	10,730	$	12,066
Computers and equipment	8,361		8,010
Buildings and land	56,379		56,379
Leasehold improvements	28,702		27,712
Construction in progress	673		170
	104,845		104,337
Less accumulated depreciation	(20,403)		(25,192)
	$	84,442	$	79,145

The Company recognized depreciation expense as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cost of subscription revenues	$	337	$	399	$	567
Cost of professional services and other revenues	1,095		1,301		1,775
Sales and marketing	1,182		1,452		1,734
Research and development	1,842		2,435		2,819
General and administrative	643		865		1,143
Total depreciation expense	$	5,099	$	6,452	$	8,038

Property and equipment by geographic region were as follows:


	As of January 31,
	2023		2024
United States	$	83,594	$	78,411
International	848		734
	$	84,442	$	79,145

Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Current assets
Cash and cash equivalents (VIE: $2,019 and $2,277 at January 31, 2023 and January 31, 2024, respectively)	$ 112,085	$ 82,036
Accounts receivable, less allowances of $899 and $1,451 at January 31, 2023 and January 31, 2024, respectively	112,975	99,497
Costs capitalized to obtain revenue contracts, current portion, net	10,544	9,386
Prepaid expenses and other current assets	15,171	16,274
Total current assets	250,775	207,193
Property and equipment, net	79,145	84,442
Operating lease right-of-use assets, net	19,261	10,508
Costs capitalized to obtain revenue contracts, noncurrent, net	17,425	18,229
Goodwill	838,869	839,440
Intangible assets, net	115,572	152,825
Investments (related party $2,500 at January 31, 2023 and January 31, 2024)	9,294	6,531
Long-term prepaid expenses and other assets	10,089	8,101
Total assets	1,340,430	1,327,269
Current liabilities
Accounts payable	11,842	11,878
Accrued compensation and benefits	16,283	22,623
Accrued expenses and other current liabilities	10,847	10,897
Deferred revenue	170,941	154,871
Financing obligations, current portion	1,474	1,015
Operating lease liabilities, current portion	3,649	3,874
Total current liabilities	215,036	205,158
Operating lease liabilities, noncurrent	16,423	7,282
Deferred income taxes, noncurrent	3,687	2,797
Revolving credit facility, noncurrent	0	30,000
Financing obligations, noncurrent	52,680	54,365
Total liabilities	287,826	299,602
Commitments and contingencies (Note 16)
Redeemable non-controlling interest (Note 3)	3,428	3,589
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, and none issued and outstanding as of January 31, 2023 and January 31, 2024	0	0
Common stock, $0.0005 par value; 500,000,000 shares authorized as of January 31, 2023 and January 31, 2024; 111,424,132 and 113,684,299 shares issued and outstanding as of January 31, 2023 and January 31, 2024, respectively	57	56
Additional paid-in capital	1,400,881	1,333,669
Accumulated other comprehensive income	996	694
Accumulated deficit	(352,758)	(310,341)
Total stockholders’ equity	1,049,176	1,024,078
Total liabilities, redeemable non-controlling interest, and stockholders’ equity	$ 1,340,430	$ 1,327,269

Income Taxes (Tables)

12 Months Ended

Jan. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The components of loss before income taxes by domestic and foreign jurisdictions were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
United States	$	(61,587)	$	(100,223)	$	(61,994)
Foreign	(12,367)		2,450		20,058
Loss before income taxes	$	(73,954)	$	(97,773)	$	(41,936)

Schedule of Components of Income Tax Expense (Benefit)

The components of the income tax provision (benefit) consisted of the following:


	Fiscal Year Ended January 31,
	2022		2023		2024
Current:
Federal	$	—	$	—	$	—
State	73		81		489
Foreign	374		2,363		3,441
Total	447		2,444		3,930
Deferred:
Federal	(21,280)		1,339		819
State	(3,086)		438		629
Foreign	86		(150)		(3,788)
Total	(24,280)		1,627		(2,340)
Total income tax provision (benefit)	$	(23,833)	$	4,071	$	1,590

Schedule of Effective Income Tax Rate Reconciliation

The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax (provision) benefit are summarized as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Income taxes at statutory rate of 21% for 2022, 2023, and 2024	21.0	%	21.0	%	21.0	%
State income tax (provision) benefit, net of federal impact	4.1		(0.4)		(2.7)
Tax credits	4.1		0.0		23.9
Statutory tax rate law changes	2.7		0.0		0.0
Transaction costs	(1.3)		(0.1)		0.0
Other	0.0		(0.3)		(0.3)
Nondeductible expenses	(0.1)		(0.2)		(1.0)
Stock-based compensation	48.8		0.1		(1.0)
Foreign rate differential	0.7		0.5		(1.7)
Executive compensation	(3.7)		(2.4)		(5.0)
GILTI inclusion	0.0		(0.6)		(6.8)
Changes in valuation allowance	(44.1)		(21.6)		(10.5)
Federal return to provision	0.0		(0.2)		(19.7)
	32.2	%	(4.2)	%	(3.8)	%

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s net deferred tax assets and liabilities were as follows:


	As of January 31,
	2023		2024
Deferred tax assets:
Net operating losses	$	134,413	$	115,187
Research and development	22,658		39,305
Financing obligations and lease liabilities	15,960		17,343
Tax credits	3,527		15,444
Equity compensation	8,400		9,085
Reserves and accruals	4,008		3,900
Deferred revenue	550		—



Other	2,890		1,613
Total deferred tax assets	192,406		201,877
Less valuation allowance	(138,359)		(148,270)
Total deferred tax assets, net of valuation allowances	54,047		53,607
Deferred tax liabilities:
Intangible assets	(29,903)		(26,216)
Depreciation	(16,213)		(15,066)
Contract acquisition costs	(7,141)		(7,112)
Lease asset	(2,678)		(4,453)

Deferred revenue	—		(310)
Total deferred tax liabilities	(55,935)		(53,157)
Net deferred tax liabilities	$	(1,888)	$	450

Net deferred tax liabilities were included in the consolidated balance sheets as follows:


	As of January 31,
	2023		2024
Long-term prepaid expenses and other assets	$	909	$	4,137
Deferred income taxes, noncurrent	(2,797)		(3,687)
Net deferred tax liabilities	$	(1,888)	$	450

Summary of Tax Credit Carryforwards

The net operating loss and tax credit carryforwards as of January 31, 2024 were as follows:


	As of January 31, 2024		First Fiscal Year Expiring
Federal net operating loss carryforwards	$	21,678	2034
Federal net operating loss carryforwards1	383,200		Non-expiring
State net operating loss carryforwards1	275,364		2028
State net operating loss carryforwards1	91,028		Non-expiring
Foreign net operating loss carryforwards	8,138		2031
Foreign net operating loss carryforwards	35,318		Non-expiring
Federal tax credit carryforwards1	12,933		2037
State tax credit carryforwards	3,179		2032

Summary of Operating Loss Carryforwards

The net operating loss and tax credit carryforwards as of January 31, 2024 were as follows:


	As of January 31, 2024		First Fiscal Year Expiring
Federal net operating loss carryforwards	$	21,678	2034
Federal net operating loss carryforwards1	383,200		Non-expiring
State net operating loss carryforwards1	275,364		2028
State net operating loss carryforwards1	91,028		Non-expiring
Foreign net operating loss carryforwards	8,138		2031
Foreign net operating loss carryforwards	35,318		Non-expiring
Federal tax credit carryforwards1	12,933		2037
State tax credit carryforwards	3,179		2032

Consolidated Balance Sheets - (Parenthetical) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Cash and cash equivalents (VIE: $2,019 and $2,277 at January 31, 2023 and January 31, 2024, respectively)	$ 112,085	$ 82,036
Accounts receivable, less allowances of $899 and $1,451 at January 31, 2023 and January 31, 2024, respectively	1,451	899
Investments (related party $2,500 at January 31, 2023 and January 31, 2024)	$ 9,294	$ 6,531
Preferred stock, par value (in USD per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.0005	$ 0.0005
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares, issued (in shares)	113,684,299	111,424,132
Common stock, shares outstanding (in shares)	113,684,299	111,424,132
Related Party
Investments (related party $2,500 at January 31, 2023 and January 31, 2024)	$ 2,500	$ 2,500
Variable Interest Entity, Primary Beneficiary
Cash and cash equivalents (VIE: $2,019 and $2,277 at January 31, 2023 and January 31, 2024, respectively)	$ 2,277	$ 2,019

Stockholders’ Equity - Narrative (Details) - $ / shares	Jan. 31, 2024	Jan. 31, 2023
Equity [Abstract]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value (in USD per share)	$ 0.0005	$ 0.0005

Income Taxes - Net Deferred Tax Asset (Liability) (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Income Tax Disclosure [Abstract]
Long-term prepaid expenses and other assets	$ 4,137	$ 909
Deferred income taxes, noncurrent	(3,687)	(2,797)
Net deferred tax liabilities		$ (1,888)
Deferred Tax Assets, Net	$ 450

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Jan. 31, 2024 USD ($) segment reportingUnit	Jan. 31, 2023 USD ($)	Jan. 31, 2022 USD ($)
Concentration Risk [Line Items]
Number of operating segments \| segment	1
Number of reporting units \| reportingUnit	1
Goodwill, impairment loss	$ 0	$ 0	$ 0
Advertising expense	7,700,000	8,700,000	5,800,000
Foreign currency transaction gain (loss), before tax	$ (1,200,000)	$ (1,400,000)	$ (2,000,000.0)
Minimum
Concentration Risk [Line Items]
Capitalized contract cost, amortization period	4 years
Remaining performance obligation, expected timing of satisfaction	30 days
Maximum
Concentration Risk [Line Items]
Capitalized contract cost, amortization period	5 years
Remaining performance obligation, expected timing of satisfaction	45 days
One Customer \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%

Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 24,499
2026	24,334
2027	23,128
2028	8,669
2029	8,669
Thereafter	26,273
Net Carrying Amount	$ 115,572	$ 152,825

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Jan. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Organization: On November 16, 2021, nCino, Inc. (now nCino OpCo, Inc., "nCino OpCo") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Penny HoldCo, Inc. (now nCino, Inc., "nCino, Inc."), a Delaware corporation incorporated on November 12, 2021 as a wholly-owned subsidiary of nCino OpCo, and certain other parties. On January 7, 2022, in connection with the closing of the transactions contemplated by the Merger Agreement, Penny HoldCo, Inc. changed its name to nCino, Inc. and nCino, Inc. changed its name to nCino OpCo, Inc. and became a wholly-owned subsidiary of nCino, Inc. nCino OpCo was initially organized as a North Carolina limited liability company named BANKR, LLC on December 13, 2011. On April 3, 2012, BANKR, LLC was renamed nCino, LLC which was reincorporated as nCino, Inc. (now nCino OpCo) in the State of Delaware on December 18, 2013. Merger: On January 7, 2022, pursuant to the Merger Agreement, nCino, Inc. and nCino OpCo completed a series of mergers in which nCino, Inc. became the parent of nCino OpCo and SimpleNexus, LLC ("SimpleNexus"). Each share of nCino OpCo common stock, par value $0.0005 per share issued and outstanding was converted into one fully paid and nonassessable share of nCino, Inc. common stock, par value $0.0005. nCino, Inc. became the successor issuer and reporting company to nCino OpCo pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. On January 10, 2022, shares of nCino OpCo were suspended from trading on the Nasdaq Global Select Market, and shares of nCino, Inc. commenced using nCino OpCo's trading history under the ticker symbol "NCNO". See Note 7 "Business Combinations" for additional information regarding the SimpleNexus acquisition. On September 8, 2023, SimpleNexus began operating as SimpleNexus, LLC d/b/a nCino Mortgage, LLC ("nCino Mortgage"). Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “nCino,” and the “Company” refer to nCino, Inc. and its consolidated subsidiaries after the Merger Agreement and to nCino OpCo, Inc. (formerly known as nCino, Inc.) and its consolidated subsidiaries before the Merger Agreement. Description of Business: The Company is a software-as-a-service ("SaaS") company that provides software applications to financial institutions to streamline employee and client interactions. The Company is headquartered in Wilmington, North Carolina and has various locations in the U.S., North America, Europe, and Asia Pacific. Fiscal Year End: The Company’s fiscal year ends on January 31.

Restructuring - Restructuring Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 627	$ 4,807
Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	4,963
Stock-based compensation (benefit)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	(210)
Lease exit fees
Restructuring Cost and Reserve [Line Items]
Restructuring charges	627	54
Sales and marketing
Restructuring Cost and Reserve [Line Items]
Restructuring charges	100	1,302
Sales and marketing \| Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	1,324
Sales and marketing \| Stock-based compensation (benefit)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	(31)
Sales and marketing \| Lease exit fees
Restructuring Cost and Reserve [Line Items]
Restructuring charges	100	9
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring charges	352	1,994
Research and development \| Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	2,105
Research and development \| Stock-based compensation (benefit)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	(141)
Research and development \| Lease exit fees
Restructuring Cost and Reserve [Line Items]
Restructuring charges	352	30
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges	6	1,183
General and administrative \| Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	1,210
General and administrative \| Stock-based compensation (benefit)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	(29)
General and administrative \| Lease exit fees
Restructuring Cost and Reserve [Line Items]
Restructuring charges	6	2
Subscription \| Cost of Sales
Restructuring Cost and Reserve [Line Items]
Restructuring charges	51	4
Subscription \| Cost of Sales \| Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	0
Subscription \| Cost of Sales \| Stock-based compensation (benefit)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	0
Subscription \| Cost of Sales \| Lease exit fees
Restructuring Cost and Reserve [Line Items]
Restructuring charges	51	4
Professional Services and other \| Cost of Sales
Restructuring Cost and Reserve [Line Items]
Restructuring charges	118	324
Professional Services and other \| Cost of Sales \| Severance and other employee costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	324
Professional Services and other \| Cost of Sales \| Stock-based compensation (benefit)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	(9)
Professional Services and other \| Cost of Sales \| Lease exit fees
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 118	$ 9

Summary of Significant Accounting Policies - Property, Plant and Equipment (Details)	Jan. 31, 2024
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Computers and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Buildings
Property, Plant and Equipment [Line Items]
Estimated Useful Life	40 years

Business Combinations - Components of Identifiable Intangible Assets (Details) - SimpleNexus $ in Thousands	Jan. 07, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 162,000
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 77,500
Useful Life	5 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 70,000
Useful Life	10 years
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 14,500
Useful Life	6 years

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Income Tax Contingency [Line Items]
Accrued income taxes, current	$ 2,000	$ 1,300
Deferred tax assets, valuation allowance	(148,270)	(138,359)
Valuation allowance, deferred tax asset, increase, amount	9,900	29,300	$ 39,000
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, amount	3,700
Deferred tax assets, amount recognized		$ 24,600
Undistributed earnings of foreign subsidiaries	24,400
Effective income tax rate reconciliation, repatriation of foreign earnings, amount	1,100
Domestic Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards	21,678
Operating loss carryforwards, not subject to expiration	383,200
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards	275,364
Operating loss carryforwards, not subject to expiration	91,028
Foreign Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards	8,138
Operating loss carryforwards, not subject to expiration	$ 35,318

Revenues

12 Months Ended

Jan. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenues

Revenues by Geographic Area

Revenues by geographic region were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
United States	$	230,301	$	346,494	$	387,201
International	43,564		61,821		89,342
	$	273,865	$	408,315	$	476,543

The Company disaggregates its revenues from contracts with customers by geographic location. Revenues by geography are determined based on the region of the Company’s contracting entity, which may be different than the region of the customer. For the fiscal years ended January 31, 2022, 2023, and 2024, no country outside the United States represented 10% or more of total revenues.

Contract Amounts

Accounts Receivable

Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2023 and January 31, 2024:


	As of January 31,
	2023		2024
Trade accounts receivable	$	94,729	$	106,170
Unbilled accounts receivable	4,920		7,699
Allowance for doubtful accounts	(899)		(1,451)
Other accounts receivable1	747		557
Total accounts receivable, net	$	99,497	$	112,975

1Includes $0.1 million and $0.0 million income tax receivable of as of January 31, 2023 and January 31, 2024, respectively.

Deferred Revenue and Remaining Performance Obligations

Significant movements in the deferred revenue balance during the period consisted of increases due to payments received or due in advance prior to the transfer of control of the underlying performance obligations to the customer, which were offset by decreases due to revenues recognized in the period. During the fiscal year ended January 31, 2024, $154.3 million of revenues were recognized out of the deferred revenue balance as of January 31, 2023.

Transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes both deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of renewals, average contract terms, and foreign currency exchange rates. The Company applies practical expedients to exclude amounts related to performance obligations that are billed and recognized as they are delivered, optional purchases that do not represent material rights, and any estimated amounts of variable consideration that are subject to constraint.

Remaining performance obligations were $1.0 billion as of January 31, 2024. The Company expects to recognize approximately 66% of its remaining performance obligation as revenues in the next 24 months, approximately 28% more in the following 25 to 48 months, and the remainder thereafter.

Costs Capitalized to Obtain Revenue Contracts

During the fiscal years ended January 31, 2022, 2023, and 2024, the Company amortized $5.8 million, $8.5 million, and $9.9 million of capitalized contract acquisition costs within sales and marketing expense, respectively. The Company did not incur any impairment losses.

Capitalized contract acquisition costs were $27.6 million and $28.0 million as of January 31, 2023 and January 31, 2024, of which $18.2 million and $17.4 million was long-term in the consolidated balance sheets, respectively. The remaining balance of the capitalized costs to obtain contracts was current.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Revenues - Revenue By Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 476,543	$ 408,315	$ 273,865
United States
Disaggregation of Revenue [Line Items]
Total revenues	387,201	346,494	230,301
International
Disaggregation of Revenue [Line Items]
Total revenues	$ 89,342	$ 61,821	$ 43,564

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property and Equipment - Property, Plant and Equipment by Geographic Location (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 79,145	$ 84,442
United States
Property, Plant and Equipment [Line Items]
Property and equipment, net	78,411	83,594
International
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 734	$ 848

Revolving Credit Facility	12 Months Ended
Revolving Credit Facility	Jan. 31, 2024
Debt Disclosure [Abstract]
Revolving Credit Facility	Revolving Credit Facility On February 11, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, nCino OpCo (the “Borrower”), certain subsidiaries of the Company as guarantors, and Bank of America, N.A. as lender (the “Lender”), pursuant to which the Lender is providing to the Borrower a senior secured revolving credit facility of up to $50.0 million (the “Credit Facility”). The Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $7.5 million. Any issuance of letters of credit will reduce the amount available under the Credit Facility. Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greater of (a) the Lender’s “prime rate,” (b) the federal funds rate plus 0.50%, and (c) the Bloomberg Short Term Bank Yield Index ("BSBY") rate plus 1.00%, plus a margin of 0.00% (provided that the base rate shall not be less than 0.00%); or (ii) the BSBY rate (provided that the BSBY shall not be less than 0.00%), plus a margin of 1.00%. The Company is also required to pay an unused commitment fee to the Lender of 0.25% of the average daily unutilized commitments. The Company must also pay customary letter of credit fees. The Company may repay amounts borrowed any time without penalty. Borrowings under the Credit Facility may be reborrowed. The Credit Agreement contains representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type. The financial covenant requires the Company and its subsidiaries on a consolidated basis to maintain Consolidated Liquidity of not less than $50.0 million. Consolidated Liquidity is measured as the sum of 100% of unrestricted and unencumbered cash of the Company and its domestic subsidiaries, 75% of unrestricted and unencumbered cash of the Company’s foreign subsidiaries and the lesser of Credit Facility availability and $25.0 million. The Company is also required to maintain at least $5.0 million of the Company's cash and/or marketable securities with the Lender which is considered restricted cash and is included in long-term prepaid expenses and other assets as of January 31, 2023 and January 31, 2024 on the Company's consolidated balance sheets. The Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries, and 65% of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor. The Company had $30.0 million and $0.0 million outstanding and no letters of credit issued under the Credit Facility and was in compliance with all covenants as of January 31, 2023 and January 31, 2024, respectively. The available borrowing capacity under the Credit Facility was $50.0 million as of January 31, 2024. See Note 20 "Subsequent Events" for additional information.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Income Taxes - Provision (Benefit) for Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Current:
Federal	$ 0	$ 0	$ 0
State	489	81	73
Foreign	3,441	2,363	374
Current income tax expense (benefit)	3,930	2,444	447
Deferred:
Federal	819	1,339	(21,280)
State	629	438	(3,086)
Foreign	(3,788)	(150)	86
Total	(2,340)	1,627	(24,280)
Total income tax provision (benefit)	$ 1,590	$ 4,071	$ (23,833)

Fair Value Measurements (Tables)

12 Months Ended

Jan. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The following table summarizes the

Company’s financial assets measured at fair value as of January 31, 2023 and January 31, 2024 and indicates the fair value hierarchy of the valuation:


	Fair value measurements on a recurring basis as of January 31, 2023
	Level 1		Level 2		Level 3
Assets:
Money market accounts (included in cash and cash equivalents)	$	17,149	$	—	$	—
Time deposits (included in long-term prepaid expenses and other assets)	382		—		—
Total assets	$	17,531	$	—	$	—


	Fair value measurements on a recurring basis as of January 31, 2024
	Level 1		Level 2		Level 3
Assets:
Money market accounts (included in cash and cash equivalents)	$	38,649	$	—	$	—
Time deposits (included in long-term prepaid expenses and other assets)	359		—		—
Total assets	$	39,008	$	—	$	—

Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 58,035	$ 50,232	$ 28,477
Share-based payment arrangement, expense, tax benefit	(200)
Cost of Sales \| Subscription
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,847	1,430	960
Cost of Sales \| Professional Services and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	9,369	7,263	5,195
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	15,417	13,283	7,520
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	15,942	11,602	6,186
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 15,460	$ 16,654	$ 8,616

Summary of Significant Accounting Policies

12 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

As of January 31, 2023 and January 31, 2024, no individual customer represented more than 10% of accounts receivable. For the fiscal years ended January 31, 2022, 2023, and 2024, no individual customer represented more than 10% of the Company’s total revenues.

The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenues when, or as, the Company satisfies a performance obligation.

Subscription Revenues

Professional Services and Other Revenues

Contracts with Multiple Performance Obligations

Costs Capitalized to Obtain Revenue Contracts

Judgments

Contracts with customers may include multiple services requiring allocation of the transaction price across the different performance obligations.

The Company records allowances for doubtful accounts based upon the credit worthiness of customers, historical experience, the age of the accounts receivable, current market and economic conditions, and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. This estimate is analyzed quarterly and adjusted as necessary. The Company records the allowance against bad debt expense through the consolidated statements of operations, included in general and administrative expenses, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Balance, beginning of period	$	88	$	151	$	899
Charged to bad debt expense	90		806		1,081
Charged to deferred revenue	—		—		747
Write-offs and other	(24)		(55)		(1,275)
Translation adjustments	(3)		(3)		(1)
Balance, end of period	$	151	$	899	$	1,451

The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. Lease expense for such leases is recognized on a straight-line basis over the lease term.


Asset Classification						Estimated Useful Life
Furniture and fixtures						3-7 years
Computers and equipment						3 years
Buildings						40 years
Leasehold improvements						Shorter of remaining life of the lease term or estimated useful life

Advertising: Advertising costs are expensed as incurred and consist of advertising, third-party marketing, branded marketing, and conference and event expenses. Advertising expenses are recorded in sales and marketing expenses in the consolidated statements of operations and were $5.8 million, $8.7 million, and $7.7 million for the fiscal years ended January 31, 2022, 2023, and 2024, respectively.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

When and if applicable, potential interest and penalties are accrued as incurred, within income tax provision.

share-based payment transactions with employees and recognizes expense on a straight-line basis over the applicable vesting period.

Variable Interest Entity and Redeemable Non-Controlling Interest

12 Months Ended

Jan. 31, 2024

Noncontrolling Interest [Abstract]

Variable Interest Entity and Redeemable Non-Controlling Interest

In October 2019, the Company entered into an agreement with Japan Cloud Computing, L.P. and M30 LLC (collectively, the “Investors”) to engage in the investment, organization, management, and operation of nCino K.K. that is focused on the distribution of the Company’s products in Japan. In October 2019, the Company initially contributed $4.7 million in cash in exchange for 51% of the outstanding common stock of nCino K.K. As of January 31, 2024, the Company controls a majority of the outstanding common stock in nCino K.K. In October 2023, the Company made a further investment in nCino K.K. of $1.0 million that, including additional investments in nCino K.K. of $1.0 million by existing third-party investors in October 2023, maintained the Company's ownership of 51%.

All of the common stock held by the Investors is callable by the Company or puttable by the Investors at the option of the Investors or at the option of the Company beginning on the eighth anniversary of the agreement with the Investors. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of nCino K.K. and the Company and may be settled, at the Company’s discretion, with Company stock or cash or a combination of the foregoing. As a result of the put right available to the Investors, the redeemable non-controlling interests in nCino K.K. are classified outside of permanent equity in the Company’s consolidated balance sheets. The estimated redemption value of the call/put option embedded in the redeemable non-controlling interest was $3.2 million at January 31, 2024.

The following table summarizes the activity in the redeemable non-controlling interests for the period indicated below:


	Fiscal Year Ended January 31,
	2022		2023		2024
Balance, beginning of period	$	3,791	$	2,882	$	3,589
Investment by redeemable non-controlling interest	—		—		983
Net loss attributable to redeemable non-controlling interest (excluding adjustment to non-controlling interest)	(1,569)		(1,119)		(1,109)
Foreign currency translation	(256)		(194)		13
Adjustment to redeemable non-controlling interest	894		1,995		(71)
Stock-based compensation expense1	22		25		23
Balance, end of period	$	2,882	$	3,589	$	3,428

1 nCino K.K. stock options granted in accordance with nCino K.K.'s equity incentive plan.

Stock-Based Compensation

12 Months Ended

Jan. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Equity Incentive Plans

The Company has two equity incentive plans: the nCino, Inc. 2014 Omnibus Stock Ownership and Long-Term Incentive Plan (the “2014 Plan”) and the 2019 Amended and Restated Equity Incentive Plan (the “2019 Plan” and together with the 2014 Plan, the “Incentive Plans”). Under the 2014 Plan, the Board of Directors had allotted 15,025,666 shares of common stock for incentive options or non-qualified options as of January 31, 2024. Non-qualified options may be granted to Company employees, non-employee directors, and consultants. The exercise price of options is determined by the Board of Directors, but cannot be less than 100% of the fair market value of the Company’s common stock on the date of the grant. The options generally vest in one of two ways:

•In equal annual installments over four years from the grant date.

•Upon a change in control transaction (with respect to certain Incentive Plan participants).

All options expire ten years from the grant date and, with respect to certain Incentive Plan participants, provide for accelerated vesting if there is a change in control of the Company.

In July 2019, the Company established the 2019 Equity Incentive Plan for the issuance of awards in the form of options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards.

In connection with the Company's initial public offering ("IPO"), the Company's Board of Directors adopted and the Company's stockholders approved the 2019 Plan which amended and restated the 2019 Equity Incentive Plan. All awards shall be granted within ten years from the effective date of the 2019 Plan and can only be granted to employees, officers, directors, and consultants and generally vest over four years.

Under the 2019 Plan, the number of available shares was increased to 15,250,000, plus an annual increase added on the first day of each fiscal year, beginning with the fiscal year ending January 31, 2022, and continuing until, and including, the fiscal year ending January 31, 2031. The annual increase will be equal to the lesser of (i) 5% of the number of shares issued and outstanding as of January 31 of the immediately preceding fiscal year and (ii) an amount determined by the Company's Board of Directors. The Company ceased granting awards under the 2014 Plan during the fiscal year ended January 31, 2020, and all shares that remained available for issuance under the 2014 Plan were transferred to the 2019 Plan prior to the closing of the IPO. Additionally, the number of shares available under the 2019 Plan shall be increased by the number of shares outstanding under the 2014 Plan that expire, terminate or are canceled without having been exercised or settled in full. The 2014 Plan governs outstanding awards granted prior to the adoption of the 2019 Plan.

RSUs vest upon the satisfaction of a time-based condition. RSUs are generally earned over a service period of four years. For RSUs granted to the non-employee members of the Board of Directors, some vest in less than a year, some annually

and some over three years. The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period.

As of January 31, 2024, the Company had stock options outstanding under the 2014 Plan and the 2019 Plan had stock options and RSUs outstanding.

Stock Options

Stock option activity for the fiscal year ended January 31, 2024 was as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding, January 31, 2023	2,009,323	$	6.62	3.84	$	44,170
Granted	—	—
Expired or forfeited	(10,825)	15.52
Exercised	(785,794)	5.69			19,035
Outstanding, January 31, 2024	1,212,704	$	7.14	3.21	$	29,516
Exercisable, January 31, 2024	1,212,704	$	7.14	3.21	$	29,516
Fully vested or expected to vest, January 31, 2024	1,212,704	$	7.14	3.21	$	29,516

The total intrinsic value of options exercised during the fiscal years ended January 31, 2022, 2023, and 2024 was $176.8 million, $16.2 million, and $19.0 million, respectively. Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the Company’s common stock at the time such option exercises. This intrinsic value changes based on changes in the fair value of the Company’s underlying stock.

Restricted Stock Units

RSU activity during the fiscal year ended January 31, 2024 was as follows:


	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested, January 31, 2023	3,531,387	$	44.00
Granted	3,639,302	25.65
Vested	(1,189,322)	40.56
Forfeited	(355,242)	38.56
Nonvested, January 31, 2024	5,626,125	$	33.19

The weighted average grant date fair value for RSUs granted during the fiscal years ended January 31, 2022, 2023, and 2024 was $60.99, $41.54, and $25.65, respectively.

The total fair value of RSUs vested for the fiscal years ended January 31, 2022, 2023, and 2024 was $12.2 million, $39.7 million, and $48.2 million, respectively.

As of January 31, 2024, total unrecognized compensation expense related to non-vested RSUs was $141.6 million, adjusted for estimated forfeitures, based on the estimated fair value of the Company’s common stock at the time of grant. That cost is expected to be recognized over a weighted average period of 2.71 years.

Employee Stock Purchase Plan

In July 2020, the Board of Directors adopted and stockholders approved the ESPP, which became effective immediately prior to the closing of the IPO. The ESPP includes two components, one component is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code (the "Code") and a component that does not qualify as an "employee stock purchase plan" under Section 423 of the Code. The ESPP initially reserved and authorized the issuance of up to a total of 1,800,000 shares of common stock to participating employees. The aggregate number of shares of the Company's common stock under the ESPP will automatically increase on the first day of each fiscal year, beginning with the first fiscal year ending January 31, 2022 and continuing until the fiscal year ended January 31, 2031, by an amount equal to the lesser of (i) 1% of the shares of the Company's common stock issued and outstanding on January 31 of the immediately preceding fiscal year, (ii) 1,800,000 shares of the Company's common stock or (iii) an amount determined by the Board of Directors. As of January 31, 2024, 4,514,806 shares of common stock remain available for grant under the ESPP.

The ESPP permits employees to purchase the Company's common stock through payroll deductions during six month offerings. The offering periods begin each January 1 and July 1, or such other period determined by the compensation committee. Eligible employees will purchase the shares at a price per share equal to the lesser of (i) 85% of the fair market value of a share of the Company's common stock on the first business day of such offering period and (ii) 85% of the fair market value of share of the Company's common stock on the last business day of such offering period, although the compensation committee has discretion to change the purchase price with respect to future offering periods, subject to terms of the ESPP.

The first offering period for the ESPP began on July 1, 2021 and ended on December 31, 2021. Thereafter, offering periods will begin on January 1 and July 1.

The fair value of ESPP shares is estimated at the date of grant using the Black-Scholes option valuation model based on assumptions as follows for ESPP awards:

Expected life. The expected life reflects the period for which the Company believes the ESPP will remain outstanding. The expected term for the ESPP award approximates the offering period of six months.

Expected volatility. The expected volatility is based on the historical volatility of the Company's common stock.

Expected dividends. The expected dividend yield is zero as the Company has not and does not expect to pay dividends.

Risk-free interest rate. The risk-free interest rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant of the ESPP share.

The assumptions utilized for the ESPP shares for the fiscal years ended January 31, 2022, 2023, and 2024 were as follows:


	Fiscal Year Ended January 31,
	2022	2023	2024
Expected life (in years)	0.50	0.50	0.50
Expected volatility	48.70% - 49.65%	49.65% - 84.59%	38.70% - 61.86%
Expected dividends	0.00%	0.00%	0.00%
Risk-free interest rate	0.05% - 0.22%	0.22% - 4.77%	4.77% - 5.53%

As of January 31, 2024, total unrecognized compensation expense related to the ESPP was $0.6 million. That cost is expected to be recognized over the remaining term of the offering period that began on January 1, 2024 and will end on June 30, 2024.

Stock-Based Compensation Expense

Total stock-based compensation expense included in our consolidated statements of operations were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cost of subscription revenues	$	960	$	1,430	$	1,847
Cost of professional services and other revenues	5,195		7,263		9,369
Sales and marketing	7,520		13,283		15,417
Research and development	6,186		11,602		15,942
General and administrative	8,616		16,654		15,460
Total stock-based compensation expense1	$	28,477	$	50,232	$	58,035

Organization and Description of Business (Details) - $ / shares	Jan. 31, 2024	Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock, par value (in USD per share)	$ 0.0005	$ 0.0005

Basic and Diluted Loss per Share - Weighted Average Number of Shares Excluded From Computation of EPS (Details) - shares	12 Months Ended
	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022
Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	1,212,704	2,009,323	2,629,109
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	5,626,125	3,531,387	3,012,440
Employee Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	105,227	21,079	12,471

Business Combinations - Summary Of Net Assets Acquired (Details) - USD ($) $ in Thousands	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022	Jan. 07, 2022
Business Acquisition [Line Items]
Goodwill	$ 838,869	$ 839,440	$ 841,487
SimpleNexus
Business Acquisition [Line Items]
Cash and cash equivalents				$ 17,038
Accounts receivable				6,100
Property and equipment, net				1,010
Operating lease right-of-use assets				3,549
Other current and noncurrent assets				4,641
Intangible assets				162,000
Goodwill				783,195
Accounts payable, accrued expenses, and other liabilities, current and noncurrent				(8,284)
Deferred revenue, current and noncurrent				(8,643)
Operating lease liabilities, current and noncurrent				(3,487)
Deferred income taxes				(24,200)
Net assets acquired				$ 932,919

Leases

12 Months Ended

Jan. 31, 2024

Leases [Abstract]

Leases

Operating Leases

The Company leases its facilities and a portion of its equipment under various non-cancellable agreements, which expire at various times through December 2033, some of which include options to extend for up to five years.

The components of lease expense were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Operating lease expense	$	2,945	$	4,066	$	4,940
Variable lease expense	885		1,276		1,979
Short-term lease expense	281		508		451
Total	$	4,111	$	5,850	$	7,370

Supplemental cash flow information related to operating leases were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,082	$	4,993	$	4,489
Operating right-of-use assets obtained in exchange for operating lease liabilities	1,771		2,050		13,152
Modification to reduce operating right-of-use assets and operating lease liabilities	—		842		—
Operating right-of-use assets and operating lease liabilities disposed of	—		—		115

The weighted-average remaining lease term and weighted-average discount rate for the Company's operating lease liabilities as of January 31, 2024 were 6.72 years and 5.6%, respectively.

Future minimum lease payments as of January 31, 2024 were as follows:


Fiscal Year Ending January 31,	Operating Leases
2025	$	3,994
2026	4,479
2027	3,186
2028	2,783
2029	1,712
Thereafter	6,490
Total lease liabilities	22,644
Less: imputed interest	(2,572)
Total lease obligations	20,072
Less: current obligations	(3,649)
Long-term lease obligations	$	16,423

Goodwill and Intangible Assets (Tables)

12 Months Ended

Jan. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The change in the carrying amounts of goodwill was as follows:


Balance, as of January 31, 2022	$	841,487

Measurement period adjustments relating to the acquisition of SimpleNexus	(1,961)
Translation adjustments	(86)
Balance, as of January 31, 2023	839,440
Translation adjustments	(571)
Balance, as of January 31, 2024	$	838,869

Schedule of Finite-Lived Intangible Assets

Intangible assets, net are as follows:


	As of January 31, 2023						As of January 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (Years)
Developed technology	$	83,605	$	(21,818)	$	61,787	$	83,468	$	(38,010)	$	45,458	3.0
Customer relationships	91,710		(13,418)		78,292		91,704		(22,085)		69,619		8.1
Trademarks and trade name	14,626		(2,705)		11,921		14,624		(14,624)		—		0.0
Other	919		(94)		825		919		(424)		495		1.5
	$	190,860	$	(38,035)	$	152,825	$	190,715	$	(75,143)	$	115,572	6.1

Finite-lived Intangible Assets Amortization Expense

The Company recognized amortization expense for intangible assets as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cost of subscription revenues	$	2,604	$	17,019	$	16,306
Cost of professional services and other revenues	—		94		330
Sales and marketing	2,303		11,087		20,590

Total amortization expense	$	4,907	$	28,200	$	37,226

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The expected future amortization expense for intangible assets as of January 31, 2024 is as follows:


Fiscal Year Ending January 31,
2025	$	24,499
2026	24,334
2027	23,128
2028	8,669
2029	8,669
Thereafter	26,273
	$	115,572

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 31, 2024

Accounting Policies [Abstract]

Activity in Allowance for Doubtful Accounts

A summary of activity in the allowance for doubtful accounts and reserve for expected credit losses is as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Balance, beginning of period	$	88	$	151	$	899
Charged to bad debt expense	90		806		1,081
Charged to deferred revenue	—		—		747
Write-offs and other	(24)		(55)		(1,275)
Translation adjustments	(3)		(3)		(1)
Balance, end of period	$	151	$	899	$	1,451

Property, Plant and Equipment

The estimated useful lives by asset classification are generally as follows:


Asset Classification						Estimated Useful Life
Furniture and fixtures						3-7 years
Computers and equipment						3 years
Buildings						40 years
Leasehold improvements						Shorter of remaining life of the lease term or estimated useful life

Property and equipment, net consisted of the following:


	As of January 31,
	2023		2024
Furniture and fixtures	$	10,730	$	12,066
Computers and equipment	8,361		8,010
Buildings and land	56,379		56,379
Leasehold improvements	28,702		27,712
Construction in progress	673		170
	104,845		104,337
Less accumulated depreciation	(20,403)		(25,192)
	$	84,442	$	79,145

The Company recognized depreciation expense as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
Cost of subscription revenues	$	337	$	399	$	567
Cost of professional services and other revenues	1,095		1,301		1,775
Sales and marketing	1,182		1,452		1,734
Research and development	1,842		2,435		2,819
General and administrative	643		865		1,143
Total depreciation expense	$	5,099	$	6,452	$	8,038

Property and equipment by geographic region were as follows:


	As of January 31,
	2023		2024
United States	$	83,594	$	78,411
International	848		734
	$	84,442	$	79,145

Revenues (Tables)

12 Months Ended

Jan. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue by Geographic Region

Revenues by geographic region were as follows:


	Fiscal Year Ended January 31,
	2022		2023		2024
United States	$	230,301	$	346,494	$	387,201
International	43,564		61,821		89,342
	$	273,865	$	408,315	$	476,543

Schedule of Accounts, Notes, Loans and Financing Receivable

Accounts receivable, less allowance for doubtful accounts, is as follows as of January 31, 2023 and January 31, 2024:


	As of January 31,
	2023		2024
Trade accounts receivable	$	94,729	$	106,170
Unbilled accounts receivable	4,920		7,699
Allowance for doubtful accounts	(899)		(1,451)
Other accounts receivable1	747		557
Total accounts receivable, net	$	99,497	$	112,975

1Includes $0.1 million and $0.0 million income tax receivable of as of January 31, 2023 and January 31, 2024, respectively.

Subsequent Events (Details) - Subsequent Event $ in Millions		1 Months Ended
	Mar. 17, 2024 USD ($) $ / ₫	Mar. 31, 2024 USD ($)	Mar. 18, 2024 USD ($)
Line of Credit
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	$ 100.0
Line of credit facility, unused capacity, commitment fee percentage \| $ / ₫	0.30%
Long-term line of credit			$ 75.0
Debt instrument, interest rate, stated percentage			736.00%
Line of Credit \| Variable Rate, Case One
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	1.3125%
Line of Credit \| Variable Rate, Case Two
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	2.3125%
Line of Credit \| Minimum
Subsequent Event [Line Items]
Debt instrument, covenant, consolidated interest coverage ratio	3.00
Line of Credit \| Maximum
Subsequent Event [Line Items]
Debt instrument, covenant, senior secured leverage ratio	2.50
Line of Credit \| Federal Funds Rate
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Line of Credit \| Secured Overnight Financing Rate
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Line of Credit \| Base Rate \| Minimum \| Variable Rate, Case One
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	0.00%
Line of Credit \| Base Rate \| Minimum \| Variable Rate, Case Two
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	0.00%
DocFox
Subsequent Event [Line Items]
Total consideration		$ 75.0

Fair Value Measurements

12 Months Ended

Jan. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2. Significant other inputs that are directly or indirectly observable in the marketplace.

Level 3. Significant unobservable inputs which are supported by little or no market activity.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value as of January 31, 2023 and January 31, 2024 because of the relatively short duration of these instruments.

The carrying amount of any outstanding borrowings on the Company's revolving credit facility approximates fair value due to the variable interest rates of the borrowings.

The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table summarizes the

Company’s financial assets measured at fair value as of January 31, 2023 and January 31, 2024 and indicates the fair value hierarchy of the valuation:


	Fair value measurements on a recurring basis as of January 31, 2023
	Level 1		Level 2		Level 3
Assets:
Money market accounts (included in cash and cash equivalents)	$	17,149	$	—	$	—
Time deposits (included in long-term prepaid expenses and other assets)	382		—		—
Total assets	$	17,531	$	—	$	—


	Fair value measurements on a recurring basis as of January 31, 2024
	Level 1		Level 2		Level 3
Assets:
Money market accounts (included in cash and cash equivalents)	$	38,649	$	—	$	—
Time deposits (included in long-term prepaid expenses and other assets)	359		—		—
Total assets	$	39,008	$	—	$	—

All of the Company’s money market accounts are classified within Level 1 because the Company’s money market accounts are valued using quoted market prices in active exchange markets including identical assets.

Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company's assets measured at fair value on a non-recurring basis include the investments accounted for under the measurement alternative. During the fiscal year ended January 31, 2024, the Company recorded an unrealized gain of $0.3 million on one of our investments as a result of an observable price change and is recorded in other expense, net on the consolidated statements of operations. No unrealized gain or loss was recognized for the fiscal years ended January 2022 and 2023 and there was no impairment recognized for the fiscal years ended January 31, 2022, 2023, and 2024.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details