UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 2728, 2025

nCino, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41211

87-4154342

(State or other jurisdiction of

(Commission file number)

(IRS Employer

incorporation)

Identification No.)

6770 Parker Farm Drive

Wilmington, North Carolina 28405

(Address of Principal Executive Offices, Including Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0005 per share

NCNO

The Nasdaq Global Select Market

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

Emerging growth company ☐

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

Item 2.0502 ~~Costs~~Results ~~Associated~~of ~~with~~Operations ~~Exit~~and orFinancial ~~Disposal Activities~~Condition.

On May 27 28, 2025, nCino, Inc. (the “Company”) ~~announced~~issued a ~~workforce~~press ~~reduction~~release ofannouncing ~~approximately~~its ~~seven~~financial ~~percent~~results ~~(7%)~~for ~~and~~its ~~office~~first ~~space~~quarter ~~reductions~~ended inApril 30, ~~certain~~2025. ~~markets~~A ~~(collectively,~~copy of the ~~“Plan”)~~press inrelease ~~furtherance~~is offurnished ~~its~~herewith ~~efforts~~as toExhibit ~~improve operational efficiencies~~99.1 ~~Communications~~ to ~~impacted~~this ~~employees~~Current ~~and~~Report ~~actions~~on ~~associated~~Form ~~with~~8-K ~~the~~and ~~office~~is ~~space~~incorporated ~~reductions~~herein ~~will be substantially completed~~ by ~~the end of the second quarter of the Company’s fiscal 2026~~reference.

The ~~Company~~information ~~expects~~in toItem ~~incur~~2.02 ~~charges~~of inthis ~~the~~Current ~~second~~Report ~~quarter~~on ofForm ~~fiscal~~8-K ~~2026~~and ofthe ~~approximately~~accompanying $7Exhibit 99.51 toshall ~~$9.0~~not ~~million,~~be ~~inclusive~~deemed of“filed” ~~$1.0~~for ~~million~~purposes of ~~estimated~~Section ~~non-cash~~18 ~~charges,~~of ~~primarily~~the ~~for~~Securities ~~asset~~Exchange ~~disposals~~Act inof ~~connection~~1934, ~~with~~as amended (the ~~Plan.~~“Exchange ~~Cash~~Act”), ~~payments~~or ~~consisting~~otherwise subject to the liabilities of ~~severance~~that ~~and~~section, ~~related~~nor ~~benefit~~shall ~~costs~~it ~~for~~be ~~terminated~~deemed ~~employees~~incorporated asby ~~well~~reference asin ~~lease~~any ~~exit~~filing ~~fees~~under ~~are~~the ~~expected~~Securities toAct beof ~~substantially~~1933, ~~complete~~as inamended, or the ~~second~~Exchange ~~quarter~~Act, regardless of ~~fiscal~~any ~~2026.~~general ~~The~~incorporation ~~Company~~language ~~intends~~in tosuch ~~exclude~~filing, ~~these~~unless ~~charges~~expressly ~~from~~incorporated ~~its~~by ~~non-GAAP~~reference ~~financial~~in ~~measures~~such filing.

~~The~~Item ~~estimates~~9.01 Financial ofStatements ~~the charges~~ and expenditures that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimatesExhibits. ~~In addition, the Company may incur other charges or cash expenditures not currently contemplated in connection with the implementation of the Plan.~~

~~Forward-Looking~~(d) ~~Statements~~Exhibits

This Current Report on Form 8-K contains forward-looking statements, including but not limited to statements related to expected benefits of and timing of completion of the Plan and the expected costs and charges of the Plan. Forward-looking statements generally include actions, events, results, strategies and expectations and are often identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions. Any forward-looking statements contained are based upon nCino's historical performance and its current plans, estimates, and expectations, and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent nCino's expectations as of the date of this Current Report on Form 8-K. Subsequent events may cause these expectations to change and, except as may be required by law, nCino does not undertake any obligation to update or revise these forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially including, among others, the ability of the Company to achieve the expected benefits from the workforce reduction and the disruption of ongoing business caused by the workforce reduction. Additional risks and uncertainties that could affect nCino's business and financial results are included in reports filed by nCino with the U.S. Securities and Exchange Commission (available on our web site at www.ncino.com or the SEC's web site at www.sec.gov). Further information on potential risks that could affect actual results will be included in other filings nCino makes with the SEC from time to time.


Exhibit No.			Description
99.1			Press release of nCino, Inc. dated May 28, 2025 (furnished and not filed).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

		nCino, Inc.
Date: May 27, 2025	By:		/s/ April Rieger
Date: May 28, 2025	By:		/s/ Gregory D. Orenstein
			April Rieger
			Gregory D. Orenstein
			Chief Legal & Compliance Officer and Secretary
			Chief Financial Officer & Treasurer

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