nCino, Inc. — fact timeline

nCino, Inc.: Amendment to Certificate of Incorporation to permit stockholders to remove any director with or without cause (effective 2026-06-18).

“As discussed below under Item 5.07, on June 18, 2026, the stockholders of nCino, Inc., a Delaware corporation (the “Company”), approved a proposal to amend and restate (the “Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to permit stockholders to remove any director from office with or without cause, which is required to conform the Charter to the requirements of the Delaware General Corporation Law following the completion of the declassification of the board of directors (the “Board”) as of the 2028 annual meeting of stockholders (the “Declassification”).”

nCino, Inc. shareholders approved Approval of an amendment to the Company’s Certificate of Incorporation to permit stockholders to remove any director with or without cause at the 2026-06-18 meeting.

“Proposal 4: Approval of an amendment to the Company’s Certificate of Incorporation to permit stockholders to remove any director with or without cause. Votes For Votes Against Votes Abstained Broker Non-Votes 86,731,161 160,872 10,260 9,629,010 Based on the votes set forth above, the stockholders approved the Amendment to the Company’s Charter to permit stockholders to remove any director with or without cause.”

nCino, Inc. shareholders approved Advisory vote to approve the compensation paid to the Company’s named executive officers at the 2026-06-18 meeting.

“Proposal 3: Advisory vote to approve the compensation paid to the Company’s named executive officers. Votes For Votes Against Votes Abstained Broker Non-Votes 75,668,064 7,513,803 3,720,426 9,629,010 Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.”

nCino, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 at the 2026-06-18 meeting.

“Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. Votes For Votes Against Votes Abstained 96,196,995 321,399 12,909 Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified.”

nCino, Inc. shareholders approved Election of three directors to hold office for one-year terms and one Class II director to hold office for a two-year term until each of their respective successors are elected and qualified, or their earlier death, resignation or removal at the 2026-06-18 meeting.

“Proposal 1: Election of three directors to hold office for one-year terms and one Class II director to hold office for a two-year term until each of their respective successors are elected and qualified, or their earlier death, resignation or removal. Votes For Votes Against Votes Abstained Broker Non-Votes Jon Doyle 56,634,108 26,482,385 3,785,800 9,629,010 William Spruill 57,843,009 25,273,467 3,785,817 9,629,010 Diego Dugatkin 86,043,323 838,911 20,059 9,629,010 Andy Yasutake (Class II) 86,188,762 693,405 20,126 9,629,010 Based on the votes set forth above, each of the director nominees were duly elected.”

nCino, Inc. reported fiscal year 2027 ending January 31, 2027 results: revenue $642.0 million and $646.0 million. Guidance initiated.

“Total revenues between $642.0 million and $646.0 million”

nCino, Inc. reported second quarter ending July 31, 2026 results: revenue $157.75 million and $159.75 million. Guidance initiated.

“Total revenues between $157.75 million and $159.75 million”

nCino, Inc. reported first quarter ended April 30, 2026 results: revenue $159.4 million.

“Total revenues for the first quarter of fiscal 2027 were $159.4 million”

nCino, Inc. reported financial results for the fourth quarter and fiscal year ended January 31, 2026.

“On March 31, 2026, the Company issued a press release announcing its financial results for its fourth quarter and fiscal year ended January 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.”

nCino, Inc. entered into accelerated share repurchase agreement (the "ASR Agreement") with Wells Fargo Bank, National Association valued at $100 million (effective 2026-03-31).

“On March 31, 2026, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”) under which the Company will purchase $100 million of its own outstanding common stock, par value $0.0005 per share (the “Common Stock”).”

nCino, Inc. amended Incremental Facility Amendment (the "First Amendment") with the lenders party thereto and Bank of America, N.A., as administrative agent valued at $200 million (effective 2026-03-30).

“On March 30, 2026, nCino, Inc. (the “Company”) entered into an Incremental Facility Amendment (the “First Amendment”) to that certain Credit Agreement, dated as of October 28, 2024 (the “Credit Agreement”), by and among the Company, nCino OpCo, Inc. (the “Borrower”), certain subsidiaries of the Company as guarantors, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (the “Agent”), pursuant to which the Lenders are providing to the Borrower a senior secured incremental term loan of $200 million (the “Term Loan”).”

nCino, Inc.: Approved amendment to declassify the Board of Directors, phasing out classified terms and providing for annual election of directors (effective 2025-06-18).

“the stockholders of nCino, Inc., a Delaware corporation (the “Company”), approved a proposal to amend and restate (the “Amendment”) the Company’s Second Amended and Restated Certificate of Incorporation to phase out the classification of the terms of the Company’s board of directors (the “Board”) and to provide instead for the annual election of directors”

nCino, Inc. announced a restructuring with charges of approximately $7.5 to $9.0 million, inclusive of $1.0 million of estimated non-cash charges (approximately seven percent (7%)).

“substantially completed by the end of the second quarter of the Company’s fiscal 2026. The Company expects to incur charges in the second quarter of fiscal 2026 of approximately $7.5 to $9.0 million, inclusive of $1.0 million of estimated non-cash charges, primarily for asset disposals in connection with the Plan. Cash payments consisting of severance and”

Justin Nyweide was appointed as Director at nCino, Inc..

“On February 9, 2025, the Board increased the size of the Board from nine (9) to ten (10) directors and appointed Justin Nyweide to the Board, effective upon the execution and delivery of the Cooperation Agreement.”

Pierre Naudé was appointed as Executive Chairman at nCino, Inc..

“appointed Pierre Naudé, the Company's Chairman and Chief Executive Officer, as the Executive Chairman of the Board”

Sean Desmond was appointed as Class II Director at nCino, Inc..

“the Board also approved an increase in the size of the Board from eight to nine directors, and appointed Mr. Desmond as a Class II Director, effective February 1, 2025.”

Sean Desmond was appointed as Chief Executive Officer at nCino, Inc..

“appointed Sean Desmond, the Company's Chief Product Officer, as the Company's Chief Executive Officer”

Sean Desmond was appointed as Chief Product Officer at nCino, Inc..

“Sean Desmond, who has served as the Company’s Chief Customer Success Officer since July 2013, will succeed Mr. Hansen as the Company’s Chief Product Officer.”

Matthew Hansen departed as Chief Product Officer at nCino, Inc..

“Matthew Hansen, the Company’s Chief Product Officer, notified the Company on March 26, 2024 that he will step down from that position effective May 1, 2024.”

nCino, Inc. reported fourth quarter and fiscal year ended January 31, 2024 results: revenue $123.7M, net income $1.2 million, EPS $0.01 per diluted share. Guidance initiated.

“unless expressly incorporated by reference in such filing. --- EX-99.1 (EX-99.1) --- nCino Reports Fourth Quarter and Fiscal Year 2024 Financial Results Q4 Total Revenues of $123.7M, up 13% year-over-year Fiscal Year 2024 Total Revenues of $476.5M, up 17% year-over-year Q4 Subscription Revenues of $107.5M, up 16% year-over-year Fiscal Year 2024 Subscription”

Paul Clarkson was named as Executive Vice President Global Revenue at nCino, Inc..

“Paul Clarkson, who has previously worked closely with Mr. Glover during Mr. Clarkson’s tenure as Executive Vice President Global Banking, has been named Executive Vice President Global Revenue, effective immediately, and will assume certain of Mr. Glover’s responsibilities.”

Josh Glover departed as President and Chief Revenue Officer at nCino, Inc..

“On March 22, 2024, Josh Glover, the Company’s President and Chief Revenue Officer, notified the Company that he is leaving the Company effective April 12, 2024 to pursue an opportunity outside of the financial services industry.”

nCino, Inc. amended revolving credit of up to $100,000,000 with Bank of America, N.A. at Term SOFR rate plus a margin of 2.3125% maturing March 17, 2029.

“certain subsidiaries of the Company as guarantors and the Lender, pursuant to which the Lender is providing to the Borrower a senior secured revolving credit facility of up to $100,000,000 (the “Credit Facility”). The Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $7,500,000. Any issuance of letters of credit”

nCino, Inc. amended Second Amendment with Bank of America, N.A. valued at $100,000,000 (effective 2024-03-17).

“On March 17, 2024, nCino, Inc. (the “Company”) entered into a Second Amendment (the “Amendment”), by and among the Company, nCino OpCo, Inc. (the “Borrower”), certain subsidiaries of the Company as guarantors and Bank of America, N.A., as lender (the “Lender”), which amended that certain Credit Agreement (the “Credit Agreement”), dated as of February 11, 2022, by and among the Company, the Borrower, certain subsidiaries of the Company as guarantors and the Lender, pursuant to which the Lender is providing to the Borrower a senior secured revolving credit facility of up to $100,000,000 (the “Credit Facility”).”

nCino, Inc. amended revolving credit with Bank of America, N.A. maturing February 11, 2025.

“The Amendment extended the existing maturity date of the senior secured revolving credit facility provided for under the Credit Agreement to February 11, 2025.”

nCino, Inc. amended First Amendment with Bank of America, N.A., as lender (effective 2024-02-09).

“On February 9, 2024, nCino, Inc. (the “Company”) entered into a First Amendment (the “Amendment”), by and among the Company, nCino OpCo, Inc. (the “Borrower”), certain subsidiaries of the Company as guarantors and Bank of America, N.A., as lender (the “Lender”), which amended that certain Credit Agreement (the “Credit Agreement”), dated as of February 11, 2022, by and among the Company, the Borrower, certain subsidiaries of the Company as guarantors and the Lender.”

nCino, Inc. entered into Amendment to Partner Application Distribution Agreement (Salesforce Agreement) with Salesforce, Inc. valued at Annual minimum revenue commitment; extension of term through January 31, 2031 (effective 2023-12-20).

“On December 20, 2023, nCino OpCo, Inc., a wholly-owned subsidiary of nCino, Inc. (the “Company”), entered into an amendment (the “Amendment”) to the Partner Application Distribution Agreement (the “Salesforce Agreement”), effective June 19, 2020, with Salesforce, Inc. (“SFDC”).”

nCino, Inc. reported third quarter of fiscal year 2024, ended October 31, 2023 results: revenue Total Revenues of $121.9M, net income GAAP net loss attributable to nCino in the third quarter of fiscal 2024 was $(16.4) million, EPS GAAP net loss attributable to nCino in the third quarter of fiscal 2024 was $(0.15) per basic and diluted share. Guidance reaffirmed.

“nCino Reports Third Quarter Fiscal Year 2024 Financial Results • Total Revenues of $121.9M, up 16% year-over-year”

nCino, Inc. shareholders approved Advisory vote to approve the compensation paid to the Company’s named executive officers. at the 2023-06-22 meeting.

“Proposal 3: Advisory vote to approve the compensation paid to the Company’s named executive officers.”

nCino, Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024. at the 2023-06-22 meeting.

“Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024.”

nCino, Inc. shareholders approved Election of three Class III directors to hold office for a three-year term and until their respective successors are elected and qualified, or their earlier death, resignation or removal. at the 2023-06-22 meeting.

“Proposal 1: Election of three Class III directors to hold office for a three-year term and until their respective successors are elected and qualified, or their earlier death, resignation or removal.”

nCino, Inc. reported first quarter fiscal year 2024, ended April 30, 2023 results: revenue $113.7 million, net income Non-GAAP net income attributable to nCino in the first quarter was $8.0 million, EPS Non-GAAP net income attributable to nCino in the first quarter was $0.07 per diluted share.

“market conditions and believe we are well positioned for long-term profitable growth.” Financial Highlights • Revenues: Total revenues for the first quarter of fiscal 2024 were $113.7 million, a 21% increase from $94.2 million in the first quarter of fiscal 2023. Subscription revenues for the first quarter were $97.3 million , up from $79.2 million one year ago, an”

nCino, Inc. reported the fiscal year 2024 ending January 31, 2024 results: revenue between $476 million and $483 million. Guidance initiated.

“nCino is providing guidance for its fiscal year 2024 ending January 31, 2024, as follows: • Total revenues between $476 million and $483 million.”

nCino, Inc. reported the first quarter ending April 30, 2023 results: revenue between $111.5 million and $113.5 million, EPS $0.04 to $0.05. Guidance initiated.

“nCino is providing guidance for its first quarter ending April 30, 2023, as follows: • Total revenues between $111.5 million and $113.5 million. • Subscription revenues between $95.5 million and $97.5 million. • Non-GAAP operating income between $7.0 million and $9.0 million. • Non-GAAP net income attributable to nCino, Inc. per diluted share of $0.04 to $0.05.”

nCino, Inc. reported the fiscal year ended January 31, 2023 results: revenue $408.3 million, net income $(102.7) million, EPS $(0.93) per basic and diluted share.

“Total revenues for fiscal year 2023 were $408.3 million, a 49% increase from $273.9 million in fiscal year 2022. Subscription revenues for fiscal year 2023 were $344.8 million, up from $224.9 million one year ago, an increase of 53%. These revenues include the results of SimpleNexus. Organic subscription revenues, which exclude the results of SimpleNexus, were $285.0 million, a 29% increase from last fiscal year. • Loss from Operations: GAAP loss from operations for fiscal year 2023 was $(94.0) million compared to $(71.4) million in fiscal year 2022. Non-GAAP operating loss for fiscal year 2023 was $(2.1) million compared to $(17.6) million last fiscal year. • Net Loss Attributable to nCino : GAAP net loss attributable to nCino, Inc. for fiscal year 2023 was $(102.7) million compared to $(49.4) million in fiscal year 2022. Non-GAAP net loss attributable to nCino, Inc. for fiscal year 2023 was $(8.0) million compared to $(19.5) million last fiscal year. • Net Loss Attributable to nCino”

nCino, Inc. reported the fourth quarter ended January 31, 2023 results: revenue $109.2 million, net income $(21.2) million, EPS $(0.19) per basic and diluted share.

“Total revenues for the fourth quarter of fiscal 2023 were $109.2 million, a 46% increase from $75.0 million in the fourth quarter of fiscal 2022. Subscription revenues for the fourth quarter were $92.8 million, up from $62.8 million one year ago, an increase of 48%. These revenues include the results of SimpleNexus. Organic subscription revenues, which exclude the revenues of SimpleNexus, were $77.0 million, a 30% increase from the fourth quarter of fiscal 2022. • Loss from Operations: GAAP loss from operations in the fourth quarter of fiscal 2023 was $(23.3) million compared to $(30.0) million in the same quarter of fiscal 2022. Non-GAAP operating income in the fourth quarter was $1.8 million compared to a loss of $(8.3) million in the fourth quarter of fiscal 2022. • Net Loss Attributable to nCino : GAAP net loss attributable to nCino, Inc. in the fourth quarter of fiscal 2023 was $(21.2) million compared to $(7.1) million in the fourth quarter of fiscal 2022. Non-GAAP net income att”

David Rudow was terminated as Chief Financial Officer & Treasurer at nCino, Inc..

“the employment of David Rudow, the Company’s Chief Financial Officer & Treasurer, was terminated without cause effective as of January 31, 2023”

nCino, Inc. announced a restructuring with charges of approximately $4.5 to $5.0 million (approximately seven percent (7%)).

“On January 18, 2023, nCino, Inc. (the “Company”) announced a workforce reduction of approximately seven percent (7%) and office space reductions in certain markets (collectively, the “Plan”) in furtherance of its efforts to improve operating margins and advance the Company’s objective of profitable growth as discussed on its third quarter fiscal 2023 earnings call. Communications to impacted employees will be completed by the end of the fourth quarter of the Company’s fiscal 2023. The actions associated with the office space reductions are expected to be fully completed in fiscal 2024. The Company expects to incur charges in the fourth quarter of the Company’s fiscal 2023 of approximately $4.5 to $5.0 million in connection with the Plan.”

David Rudow departed as Chief Financial Officer & Treasurer at nCino, Inc..

“On January 17, 2023, the Board of Directors of nCino, Inc. (the “Company”) appointed its current Chief Corporate Development & Strategy Officer, Greg Orenstein, to the position of Chief Financial Officer & Treasurer, succeeding David Rudow whose employment with the Company was terminated without cause effective as of January 31, 2023 (the “Transition Date”).”

Greg Orenstein was appointed as Chief Financial Officer & Treasurer at nCino, Inc..

“On January 17, 2023, the Board of Directors of nCino, Inc. (the “Company”) appointed its current Chief Corporate Development & Strategy Officer, Greg Orenstein, to the position of Chief Financial Officer & Treasurer, succeeding David Rudow whose employment with the Company was terminated without cause effective as of January 31, 2023 (the “Transition Date”).”

nCino, Inc. reported third quarter of fiscal year 2023, ended October 31, 2022 results: revenue $105.3 million, net income ($23.6) million, EPS ($0.21) per share. Guidance initiated.

“Financial Highlights • Revenues: Total revenues for the third quarter of fiscal 2023 were $105.3 million, a 50% increase from $70.0 million in the third quarter of fiscal 2022. Subscription revenues for the third quarter were $88.3 million , up from $57.1 million one year ago, an increase of 55%. These revenues include the results of SimpleNexus. Organic subscription revenues, which exclude the revenues of SimpleNexus, were $72.9 million, a 28% increase from the third quarter of fiscal 2022. • Loss from Operations: GAAP loss from operations in the third quarter of fiscal 2023 was ($18.4) million compared to ($12.7) million in the same quarter of fiscal 2022. Non-GAAP operating income (loss) in the third quarter was $2.5 million compared to ($3.2) million in the third quarter of fiscal 2022. • Net Loss Attributable to nCino: GAAP net loss attributable to nCino in the third quarter of fiscal 2023 was ($23.6) million compared to ($13.6) million in the third quarter of fiscal 2022. Non-GAA”

nCino, Inc.: Amended and restated bylaws to change voting standard for uncontested director elections from plurality to majority, update adjournment procedures and stockholder list availability to reflect DGCL amendments, and modify director nomination procedural mechanics and disclosure requirements (effective 2022-11-22).

“On November 22, 2022, the Board amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws amends, among other things: (1) Section 1.7(b) to change the voting standard for uncontested director elections from a plurality voting standard to a majority voting standard, such that director nominees in uncontested elections shall be elected by the affirmative vote of the majority of votes cast.”

William (Bill) Spruill was appointed as Director at nCino, Inc..

“On November 22, 2022, the Board of Directors (“Board”) of nCino, Inc., a Delaware corporation (the “Company”) increased the size of the Board from seven to eight members and appointed William (Bill) Spruill to serve as a director.”

Greg Orenstein was appointed as Chief Corporate Development & Strategy Officer at nCino, Inc..

“The names of these executive officers and their respective positions are indicated below: 1) Pierre Naudé, Chief Executive Officer 2) Josh Glover, President & Chief Revenue Officer 3) David Rudow, Chief Financial Officer and Treasurer 4) Sean Desmond, Chief Customer Success Officer 5) Greg Orenstein, Chief Corporate Development & Strategy Officer”

Sean Desmond was appointed as Chief Customer Success Officer at nCino, Inc..

“The names of these executive officers and their respective positions are indicated below: 1) Pierre Naudé, Chief Executive Officer 2) Josh Glover, President & Chief Revenue Officer 3) David Rudow, Chief Financial Officer and Treasurer 4) Sean Desmond, Chief Customer Success Officer 5) Greg Orenstein, Chief Corporate Development & Strategy Officer”

David Rudow was appointed as Chief Financial Officer and Treasurer at nCino, Inc..

“The names of these executive officers and their respective positions are indicated below: 1) Pierre Naudé, Chief Executive Officer 2) Josh Glover, President & Chief Revenue Officer 3) David Rudow, Chief Financial Officer and Treasurer 4) Sean Desmond, Chief Customer Success Officer 5) Greg Orenstein, Chief Corporate Development & Strategy Officer”

Josh Glover was appointed as President & Chief Revenue Officer at nCino, Inc..

“The names of these executive officers and their respective positions are indicated below: 1) Pierre Naudé, Chief Executive Officer 2) Josh Glover, President & Chief Revenue Officer 3) David Rudow, Chief Financial Officer and Treasurer 4) Sean Desmond, Chief Customer Success Officer 5) Greg Orenstein, Chief Corporate Development & Strategy Officer”

Pierre Naudé was appointed as Chief Executive Officer at nCino, Inc..

“The names of these executive officers and their respective positions are indicated below: 1) Pierre Naudé, Chief Executive Officer 2) Josh Glover, President & Chief Revenue Officer 3) David Rudow, Chief Financial Officer and Treasurer 4) Sean Desmond, Chief Customer Success Officer 5) Greg Orenstein, Chief Corporate Development & Strategy Officer”

Jon Doyle was appointed as Director at nCino, Inc..

“The names of the directors of the Company comprising the Board are as follows: 1) Pierre Naudé 2) William Ruh 3) Pam Kilday 4) Jeffrey Lunsford (Chairperson) 5) Spencer Lake 6) Jeffrey Horing 7) Steven Collins 8) Jon Doyle”

Steven Collins was appointed as Director at nCino, Inc..

“The names of the directors of the Company comprising the Board are as follows: 1) Pierre Naudé 2) William Ruh 3) Pam Kilday 4) Jeffrey Lunsford (Chairperson) 5) Spencer Lake 6) Jeffrey Horing 7) Steven Collins 8) Jon Doyle”