[8-K] nCino, Inc. Reports Material Event

Rhea-AI Filing Summary

nCino, Inc. furnished a press release on August 26, 2025 announcing its financial results for the second quarter ended July 31, 2025. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference for disclosure purposes only; the company specifies that the Exhibit is "furnished" and not "filed" under the Exchange Act, and therefore is not subject to the liabilities of Section 18 or automatically incorporated into future filings unless explicitly referenced. No financial figures, guidance, or other substantive results are included in the text provided here.

Insights

Corporate Reporting Analyst

Company furnished a Q2 press release but provided no financial details in the filing.

The filing confirms that a press release announcing results for the quarter ended July 31, 2025 was furnished as Exhibit 99.1 on August 26, 2025. The disclosure follows standard Form 8-K practice to make an earnings release publicly available while distinguishing furnished material from "filed" material.

Investors should note the absence of numerical results or additional context in this Form 8-K; the concrete item to review is Exhibit 99.1 for any revenue, profit, or guidance figures that would affect valuation over the next several days following the press release.

Compliance & Disclosure Specialist

The company explicitly limits liability by labeling the release as "furnished," not "filed."

This language preserves the company’s safe-harbor choices under the Exchange Act and prevents automatic incorporation of the release into subsequent filings unless expressly incorporated. That distinction is procedural but important for legal exposure under Section 18.

Market participants should check whether the press release is later incorporated into periodic reports or registration statements within the next reporting cycle to determine if its statements become subject to Section 18 liabilities.

0001902733FALSE00019027332025-08-262025-08-26

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): August 26, 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 2.02    Results of Operations and Financial Condition.

On August 26, 2025, nCino, Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended July 31, 2025. 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.

The information in Item 2.02 of this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press release of nCino, Inc. dated August 26, 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: August 26, 2025			By:						/s/ Gregory D. Orenstein
									Gregory D. Orenstein
									Chief Financial Officer & Treasurer

FAQ

What did nCino (NCNO) announce in this Form 8-K?

The company announced it furnished a press release on August 26, 2025 reporting financial results for the quarter ended July 31, 2025 and attached the release as Exhibit 99.1.

Does the Form 8-K include nCino's financial numbers for Q2 2025?

No. The Form 8-K text provided here does not include any financial figures; it only states that a press release announcing results was furnished as Exhibit 99.1.

Is the press release considered "filed" with the SEC under this 8-K?

No. The company expressly states the information and Exhibit 99.1 are "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Where can investors find the full Q2 2025 results for nCino (NCNO)?

Investors should review Exhibit 99.1 (the press release) attached to the Form 8-K for the detailed results; the Form 8-K text here does not contain those figures.

Did the Form 8-K state any forward-looking guidance or changes to prior disclosures?

No. The provided filing text contains no forward-looking guidance or changes to prior disclosures; it only furnishes the press release announcing quarter-end results.