What the changes say
- nCino's risk updates highlight an increased strategic reliance on AI features and associated regulatory and operational uncertainties.
- The company added risks regarding international expansion, recent acquisitions, and stock repurchases totaling $200 million.
- Financial disclosures now reflect GAAP profitability achieved in fiscal 2026.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business and Industry
Our growth strategy increasingly depends on the adoption and effective use of our AI capabilities by our customers, and if customer adoption rates or usage do not meet our expectations, our business, results of operations, and competitive position could be adversely affected
Customer adoption rates or usage of nCino's new AI capabilities may fall short of expectations due to regulatory uncertainty or lack of expertise.
- NewRisks Relating to Our Business and Industry
in future quarters. Accordingly, the effect of significant downturns in sales or market acceptance of our solutions may not be apparent in our current-quarter revenues or reflected in our results of operations until future periods
Cybersecurity threats, including those involving AI and machine learning, could compromise personally identifiable information processed by analytics and mortgage solutions.
- NewRisks Relating to Our Business and Industry
acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments, partnerships, or divestitures
Recent acquisitions, including three in fiscal 2025 and one in fiscal 2026, may fail to achieve expected benefits or integrate successfully.
- NewRisks Relating to Our Business and Industry
these laws may prove ineffective, and our potential exposure for violating these laws increases as our international presence and sales expand
International expansion introduces complex challenges including conflicting data privacy laws, local business practices, and adverse tax consequences.
- NewRisks Relating to Ownership of Our Common Stock
We cannot guarantee that any stock repurchase program will be fully consummated or that it will enhance stockholder value, and stock repurchases could affect the price of our common stock
Stock repurchase programs authorized in March and December 2025 for up to $100.0 million each may not enhance stockholder value and could affect stock price.
Dropped
- DroppedRisks Relating to Our Business and Industry
As the market for cloud-based banking technology continues to develop, it may do so more slowly than we expect or changes in a way that we fail to anticipate. If that occurs, or we fail to market our solutions effectively, our sales would suffer and our results of operations would be adversely affected
- DroppedRisks Relating to Our Business and Industry
Our business faces significant risks from diverse security threats. A breach of our security or privacy measures or those we rely on could result in unauthorized access to, or disclosure of, customer or their clients’ data, which may materially and adversely impact our reputation, business, and results of operations
- DroppedRisks Relating to Our Business and Industry
against and resolving legal and regulatory claims, all of which could be costly and divert resources and the attention of our management and key personnel away from our business operations
- DroppedRisks Relating to Our Business and Industry
protection and other regulatory guidance that may apply to the use of AI technologies in our business, and which may impact our use of technology
- DroppedRisks Relating to Our Business and Industry
internal processes and solutions as result of these regulations, we could be required to invest substantial additional time and funds and divert time and resources from other corporate purposes to remedy any identified deficiency
Risk of slower-than-expected adoption of cloud-based banking technology and customer reluctance to leave legacy software.
- DroppedRisks Relating to Our Business and Industry
affect our ability to attract new customers. Any difficulties or delays in implementation processes could cause customers to delay or forego future purchases of our solutions
- DroppedRisks Relating to Our Business and Industry
failures of our solutions, increases in our expenses, and reductions in our sales, which could materially and adversely affect our business and results of operations
- DroppedGeneral Risks
Operating as a public company requires us to incur substantial costs and requires substantial management attention
Reworded
- 89% rewrittenRisks Relating to Our Business and Industry
We depend on data centers operated by or on behalf of Salesforce, AWS, and other third parties, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability
Added specific mentions of AWS providing cloud infrastructure and platform services as the primary infrastructure layer for certain U.S. products alongside Salesforce.
Was: We depend on data centers operated by or on behalf of Salesforce, Amazon Web Services ("AWS"), and other third parties, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability
- 87% rewrittenRisks Relating to Our Business and Industry
Amendments to existing tax laws, rules, or regulations, or enactment of new unfavorable tax laws, rules, or regulations could have an adverse effect on our business and operating results
Updated tax risks to cite the U.S. Inflation Reduction Act's corporate minimum and excise taxes, and the One Big Beautiful Bill Act enacted in July 2025.
- 82% rewrittenRisks Relating to Our Business and Industry
If we fail to accurately anticipate and respond to rapid technological changes in the cloud-based financial services industry in which we operate, including AI/ML developments, our ability to attract and retain customers could be impaired and our competitive position could be harmed
Shifted focus to cloud-based financial services and added threats of competitors introducing AI-enabled offerings that reduce platform demand.
Was: If we fail to accurately anticipate and respond to rapid changes in the industry in which we operate, our ability to attract and retain customers could be impaired and our competitive position could be harmed
- 79% rewrittenRisks Relating to Our Business and Industry
Defects, errors, or other performance problems in our solutions could harm our reputation, result in significant costs to us, impair our ability to sell our solutions, and subject us to substantial liability
Added the specific risk that rapid development and deployment of AI-powered features increases unexpected behaviors, inaccuracies, and performance issues.
- 73% rewrittenRisks Relating to Our Business and Industry
Our increased focus on the development and use of AI/ML technologies in our solutions and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business
Removed forward-looking vision statements regarding AI and added risks of rapid legal, regulatory, and policy environment changes requiring significant resource expenditures.
- 54% rewrittenRisks Relating to Our Business and Industry
We may encounter implementation challenges, including in situations in which we rely on SIs, which would materially and adversely affect our business and results of operations
Retained implementation challenge disclosures while adjusting formatting for reliance on system integrators.
- 54% rewrittenRisks Relating to Our Business and Industry
Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be adversely affected
Removed reference to the appointment of CEO Sean Desmond and the resignation of former CEO Pierre Naudé.
Was: Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, particularly given our recent transition to a new Chief Executive Officer, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be adversely affected
- 53% rewrittenRisks Relating to Our Business and Industry
We have a history of losses, and while we have achieved profitability, we may not be able to sustain profitability on a GAAP basis in the future
Updated financial figures to reflect fiscal 2026 net income of $5.2 million and an accumulated deficit of $375.8 million as of January 31, 2026.
Was: We have a history of losses, and while we have achieved profitability in a quarterly period, we may not be able to achieve or sustain profitability on a GAAP basis in the future
- 46% rewrittenRisks Relating to Our Business and Industry
We may not be able to sustain or increase our revenue growth rate in the future
Was: We may not be able to sustain our revenue growth rate in the future
- 41% rewrittenRisks Relating to Our Business and Industry
The failure to attract and retain additional qualified personnel could prevent us from executing our business strategy
- 35% rewrittenRisks Relating to Our Business and Industry
Because we recognize subscription revenues over the term of the contract, downturns or upturns in our business may not be reflected in our results of operations until future periods
- 33% rewrittenRisks Relating to Our Business and Industry
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
- 28% rewrittenRisks Relating to Our Business and Industry
Our customers are highly regulated. Our failure to comply with laws and regulations applicable to us as a technology provider to FIs could adversely affect our business and results of operations, increase costs, and impose constraints on the way we conduct our business
- 25% rewrittenRisks Relating to Our Business and Industry
Any license we may enter into as a result of litigation may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Any of the foregoing events could adversely affect our business and results of operations
- 25% rewrittenGeneral Risks
The terms of our Credit Facility contain restrictive covenants that may limit our operating flexibility
All 46 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business and Industry
- 01Our growth strategy increasingly depends on the adoption and effective use of our AI capabilities by our customers, and if customer adoption rates or usage do not meet our expectations, our business, results of operations, and competitive position could be adversely affectedNew
- 02Our increased focus on the development and use of AI/ML technologies in our solutions and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business73% rewritten
- 03The markets in which we participate are intensely competitive and highly fragmented, and pricing pressure, rapidly evolving technologies, including the increasing adoption of AI/ML offerings by our competitors, or other competitive dynamics could adversely affect our business and results of operations
- 04We derive most of our revenues from customers in the cloud-based financial services industry, and any downturn or consolidation or decrease in technology spend in the cloud-based financial services industry could adversely affect our business
- 05Our future operating results are difficult to predict, in part because we do not have an extensive operating history at the current scale of our business, and we may not achieve our expected operating results in the future
- 06We have a history of losses, and while we have achieved profitability, we may not be able to sustain profitability on a GAAP basis in the future53% rewritten
- 07If we are unable to attract new customers or continue to broaden our existing customers’ use of our solutions, our revenue growth will be adversely affected
- 08If we fail to accurately anticipate and respond to rapid technological changes in the cloud-based financial services industry in which we operate, including AI/ML developments, our ability to attract and retain customers could be impaired and our competitive position could be harmed82% rewritten
- 09We may not be able to sustain or increase our revenue growth rate in the future46% rewritten
- 10Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business
- 11The failure to attract and retain additional qualified personnel could prevent us from executing our business strategy41% rewritten
- 12We may not accurately predict the long-term rate of customer subscription renewals or adoption of our solutions, or any resulting impact on our revenues or operating results
- 13Because we recognize subscription revenues over the term of the contract, downturns or upturns in our business may not be reflected in our results of operations until future periods35% rewritten
- 14in future quarters. Accordingly, the effect of significant downturns in sales or market acceptance of our solutions may not be apparent in our current-quarter revenues or reflected in our results of operations until future periodsNew
- 15Privacy and data security concerns, data collection and transfer restrictions and related domestic or foreign regulations may limit the use and adoption of our solutions and adversely affect our business and results of operations
- 16Fundamental elements of the nCino Platform are built on the Salesforce Platform and we rely on our agreement with Salesforce to provide this solution to our customers
- 17We depend on data centers operated by or on behalf of Salesforce, AWS, and other third parties, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability89% rewritten
- 18Our customers are highly regulated. Our failure to comply with laws and regulations applicable to us as a technology provider to FIs could adversely affect our business and results of operations, increase costs, and impose constraints on the way we conduct our business28% rewritten
- 19acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments, partnerships, or divestituresNew
- 20Any legal proceedings against us could adversely affect our operations and prospects, damage our reputation, and be costly and time-consuming to defend
- 21Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be adversely affected54% rewritten
- 22We may encounter implementation challenges, including in situations in which we rely on SIs, which would materially and adversely affect our business and results of operations54% rewritten
- 23Defects, errors, or other performance problems in our solutions could harm our reputation, result in significant costs to us, impair our ability to sell our solutions, and subject us to substantial liability79% rewritten
- 24these laws may prove ineffective, and our potential exposure for violating these laws increases as our international presence and sales expandNew
- 25Failure to effectively expand our sales capabilities could harm our ability to increase our customer base
- 26If we fail to provide effective customer training on our solutions and high-quality customer support, our business and reputation would suffer
- 27If we are unable to effectively integrate our solutions with other systems used by our customers, or if there are performance issues with such third-party systems, our solutions will not operate effectively and our business and reputation will be adversely affected
- 28Our sales cycle can be unpredictable, time-consuming and costly
- 29Failure to protect our proprietary technology and intellectual property rights could adversely affect our business and results of operations
- 30We use “open source” software in our solutions, which may restrict how we use or distribute our solutions, require that we release the source code of certain software subject to open source licenses, or subject us to litigation or other actions that could adversely affect our business
- 31Assertions by third parties of infringement or other violations by us of their intellectual property rights, whether or not correct, could result in significant costs and adversely affect our business and results of operations
- 32Any license we may enter into as a result of litigation may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Any of the foregoing events could adversely affect our business and results of operations25% rewritten
- 33Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited33% rewritten
- 34Amendments to existing tax laws, rules, or regulations, or enactment of new unfavorable tax laws, rules, or regulations could have an adverse effect on our business and operating results87% rewritten
Risks Relating to Ownership of Our Common Stock
- 35The market price of our common stock may be volatile or may decline steeply or suddenly regardless of our operating performance and we may not be able to meet investor or analyst expectations and you may lose all or part of your investment
- 36We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock
- 37Future securities issuances could result in significant dilution to our existing stockholders and impair the market price of our common stock
- 38We cannot guarantee that any stock repurchase program will be fully consummated or that it will enhance stockholder value, and stock repurchases could affect the price of our common stockNew
- 39Delaware law and provisions in our amended and restated certificate of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock
- 40To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder
General Risks
- 41Uncertain, volatile, or weakened economic conditions, including inflation and rising interest rates, tariffs and trade issues, and geopolitical uncertainties, may adversely affect our industry, business, and results of operations
- 42Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our business, financial condition, and results of operations
- 43If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline
- 44Failure to maintain the adequacy of internal controls over financial reporting may adversely affect investor confidence in our company and, as a result, the value of our common stock
- 45Our compliance with Section 404 has required, and will continue to require, that we incur substantial accounting expense and expend significant management efforts
- 46The terms of our Credit Facility contain restrictive covenants that may limit our operating flexibility25% rewritten
Other nCino 10-Ks
- FY2025 10-K risk factors49 risks
nCino faces concentrated exposure to the highly regulated and volatile financial services industry. Core operations depend on third-party platforms like Salesforce and AWS. The company maintains an accumulated deficit and history of net losses.
Filed Apr 01, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.