NCNO on Nasdaq

nCino, Inc.

NCino, Inc. is an American prepackaged software services company based in Wilmington.1 Its shares trade on Nasdaq under the symbol NCNO.1

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Last updated Oct 21, 2026.

Overview

$594.8MRevenue, fiscal 20262
$5.2MNet income, fiscal 20262

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  • TickerNCNO on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersWilmington, North Carolina1
  • Incorporated inDE3
  • Business address6770 Parker Farm Drive, Wilmington, Nc 284053
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation

As employees at financial institutions (“FIs”) do their daily work and serve their clients, they often face inefficiencies from disparate systems, broken workflows, manual processes, and the inability to utilize their data effectively. This negatively impacts risk management, decision making, and the experiences of bankers and their clients. FIs need a unified platform that helps them reengineer every experience, from managing complex credit portfolios to streamlining account onboarding and loan origination.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

60.6%Gross margin2
0.6%Operating margin2
0.9%Net margin2
10.0%Revenue growth, 20262
0.5%Return on equity2
$82.6MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

License and Service brought in 88% of the revenue nCino, Inc. broke down this way in fiscal 2026.

  1. License and Service$523.1M288%up 12% from 2025
  2. Professional Services$71.6M212%up 0% from 2025
Products and services by year
Products and services202420252026
License and Service$409.5M$469.2M$523.1M
Professional Services$67.1M$71.5M$71.6M

Regions

United States brought in 78% of the revenue nCino, Inc. broke down this way in fiscal 2026.

  1. United States$463.3M278%up 9% from 2025
  2. United Kingdoms$72.8M212%up 29% from 2025
  3. Other Geographic Regions$58.8M210%down 2% from 2025
Regions by year
Regions202420252026
United States$387.2M$424.4M$463.3M
United Kingdoms$41.9M$56.5M$72.8M
Other Geographic Regions$47.4M$59.7M$58.8M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue39¢$234.6M
  • Research and development21¢$127.5M
  • Other costs38¢$224.5M
  • Income tax1¢$3.0M
  • Profit1¢$5.2M

Out of $594.8M in revenue.2

Where each dollar of operating cash went, fiscal 2026

  • Capital spending6¢$7.5M
  • Share buybacks94¢$125.1M

Out of $90.1M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.2

Financial statements

Revenue67892$594.8M in 2026+330% since 2020
0$200.0M$400.0M$600.0M2020: $138.2M$138.2M20202021: $204.3M$204.3M2021+48%2022: $273.9M$273.9M2022+34%2023: $408.3M$408.3M2023+49%2024: $476.5M$476.5M2024+17%2025: $540.7M$540.7M2025+13%2026: $594.8M$594.8M2026+10%
Gross profit67892$360.2M in 2026+386% since 2020
0$100.0M$200.0M$300.0M$400.0M2020: $74.1M$74.1M20202021: $116.2M$116.2M2021+57%2022: $162.5M$162.5M2022+40%2023: $238.7M$238.7M2023+47%2024: $285.1M$285.1M2024+19%2025: $324.8M$324.8M2025+14%2026: $360.2M$360.2M2026+11%
Operating income67892$3.7M in 2026
-$100.0M-$75.0M-$50.0M-$25.0M0$25.0M2020: -$28.2M-$28.2M20202021: -$42.6M-$42.6M2021+51%2022: -$71.4M-$71.4M2022+67%2023: -$94.0M-$94.0M2023+32%2024: -$39.5M-$39.5M2024−58%2025: -$18.1M-$18.1M2025−54%2026: $3.7M$3.7M2026
Net income67892$5.2M in 2026
-$150.0M-$100.0M-$50.0M0$50.0M2020: -$27.6M-$27.6M20202021: -$40.5M-$40.5M2021+47%2022: -$49.4M-$49.4M2022+22%2023: -$102.7M-$102.7M2023+108%2024: -$42.3M-$42.3M2024−59%2025: -$37.9M-$37.9M2025−11%2026: $5.2M$5.2M2026

Every line of the income statement as filed: the last 3 fiscal years, latest first.2

Period ending2026-01-312025-01-312024-01-31
Total revenues$594.8M$540.7M$476.5M
Total cost of revenues$234.6M$215.9M$191.5M
Gross profit$360.2M$324.8M$285.1M
Sales and marketing$136.6M$123.2M$130.5M
Research and development$127.5M$129.4M$117.3M
General and administrative$92.4M$90.3M$76.7M
Total operating expenses$356.4M$342.9M$324.6M
Income (loss) from operations$3.7M-$18.1M-$39.5M
Interest income$1.4M$1.8M$2.6M
Interest expense-$17.5M-$8.8M-$4.1M
Other income (expense), net$19.0M-$10.4M-$856.0K
Income (loss) before income taxes$6.7M-$35.6M-$41.9M
Income tax provision (benefit)-$3.0M-$2.5M$1.6M
Net income (loss)$9.7M-$33.0M-$43.5M
Net income (loss) attributable to redeemable non-controlling interest (Note 2)$141.0K-$472.0K-$1.1M
Adjustment attributable to redeemable non-controlling interest (Note 2)$4.4M$5.3M-$71.0K
Net income (loss) attributable to nCino, Inc.$5.2M-$37.9M-$42.3M
Basic (in USD per share)$0.05-$0.33-$0.38
Diluted (in USD per share)$0.05-$0.33-$0.38
Basic (in shares)112.9M shares115.2M shares112.7M shares
Diluted (in shares)114.3M shares115.2M shares112.7M shares

Compare nCino, Inc. with another company

Corporate structure

nCino, Inc. sits at the top of its group. 16 entities, 11 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of nCino, Inc.

  • nCino, Inc. Wilmington, North Carolina
    • Artesian Solutions Ltd Subsidiary · United Kingdom
    • DueDil Ltd Subsidiary · United Kingdom
    • FinSuite Pty Ltd Subsidiary · Australia
    • FullCircl Ltd Subsidiary · United Kingdom
    • nCino APAC Pty Ltd Subsidiary · Australia
    • nCino Canada, Inc. Subsidiary · Canada
    • nCino France Subsidiary · France
    • nCino Germany GmbH Subsidiary · Germany
    • nCino Global Ltd Subsidiary · United Kingdom
    • nCino K.K. Subsidiary · Japan
    • nCino New Zealand Limited Subsidiary · New Zealand
    • nCino South Africa (Pty) Ltd. Subsidiary · South Africa
    • nCino Spain S.L. Subsidiary · Spain
    • nCino Sweden AB Subsidiary · Sweden
    • W2 Global Data Solutions Ltd Subsidiary · United Kingdom

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What nCino, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$105.4M2 Jan 31, 2026$104.0M2 Jan 31, 2025+1.4%
Accumulated depreciation$29.8M2 Jan 31, 2026$29.0M2 Jan 31, 2025+2.8%
Property and equipment, net$75.6M2 Jan 31, 2026$75.0M2 Jan 31, 2025+0.9%
Operating-lease assets (leased space)$12.7M2 Jan 31, 2026$16.0M2 Jan 31, 2025−20.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$88.4M2 Jan 31, 2026$120.9M2 Jan 31, 2025−26.9%
Long-term investments$7.3M2 Jan 31, 2026$9.3M2 Jan 31, 2025−21.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.1B2 Jan 31, 2026$1.0B2 Jan 31, 2025+5.7%
Finite-lived intangibles, gross$257.2M2 Jan 31, 2026$239.2M2 Jan 31, 2025+7.5%
Accumulated amortization$121.6M2 Jan 31, 2026$84.6M2 Jan 31, 2025+43.7%
Finite-lived intangibles, net$135.7M2 Jan 31, 2026$154.6M2 Jan 31, 2025−12.2%

Properties, in its own words

Our headquarters are located in Wilmington, North Carolina where we lease facilities encompassing approximately 180,000 square feet plus a 648-space parking deck. These leases expire in October 2039, each with options to extend and a purchase option that expires if not exercised on or before November 30, 2028. We have additional domestic offices in the U.S. and international offices in the United Kingdom, Australia, Canada, Japan, Spain, New Zealand and South Africa. All of our offices are leased, and we do not own any real property.

We believe our facilities are adequate for our current needs. We believe that we will be able to obtain additional space on commercially reasonable terms.

Item 2 of the 10-K filed Mar 31, 2026.5

Leadership

Who has led nCino, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorJon Doyle named Jan 21, 202234

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Artesian Solutions Ltd United Kingdom4
  • DueDil Ltd United Kingdom4
  • FinSuite Pty Ltd Australia4
  • FullCircl Ltd United Kingdom4
  • W2 Global Data Solutions Ltd United Kingdom4
  • nCino APAC Pty Ltd Australia4
  • nCino Canada, Inc. Canada4
  • nCino France France4
  • nCino Germany GmbH Germany4
  • nCino Global Ltd United Kingdom4
  • nCino K.K. Japan4
  • nCino New Zealand Limited New Zealand4
  • nCino South Africa (Pty) Ltd. South Africa4
  • nCino Spain S.L. Spain4
  • nCino Sweden AB Sweden4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 25, 20268-K Results of operations; Other events35
  2. Jun 22, 20268-K Bylaws or fiscal year changed; Shareholder vote36
  3. May 27, 20268-K Results of operations37
  4. Mar 31, 20268-K Entered a material agreement; Results of operations; Regulation FD disclosure38
  5. Dec 8, 20258-K Other events39
  6. Dec 3, 20258-K Results of operations; Executive or director change; Regulation FD disclosure40
  7. Aug 26, 20258-K Results of operations41
  8. Jun 20, 20258-K Bylaws or fiscal year changed; Shareholder vote42
  9. May 28, 20258-K Results of operations43
  10. May 27, 20258-K Exit or restructuring costs44
  11. May 20, 20258-K Completed an acquisition or sale45
  12. May 20, 20258-K Results of operations; Regulation FD disclosure46
  13. Feb 6, 2025New chief executive Sean Desmond becomes CEO12
  14. Jan 11, 2022New chief executive Pierre Naude becomes CEO13

Calendar

Coming up

  1. Dec 2, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported $0.17 a share, on Dec 3, 2025.47

When it reported results

  1. Aug 25, 2026Reported quarterly or annual results35
  2. May 27, 2026Reported quarterly or annual results37
  3. Mar 31, 2026Reported quarterly or annual results38
  4. Dec 3, 2025Reported quarterly or annual results40
  5. Aug 26, 2025Reported quarterly or annual results41
  6. May 28, 2025Reported quarterly or annual results43
  7. May 20, 2025Reported quarterly or annual results46
  8. Apr 1, 2025Reported quarterly or annual results48

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

744 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 46 major events, 373 insider forms, 45 large holders, 1 private raises, 260 other. The latest 20:

  1. Oct 14, 20264 EDGAR
  2. Oct 9, 2026144 EDGAR
  3. Oct 7, 20264 EDGAR
  4. Oct 5, 2026144 EDGAR
  5. Sep 17, 20264 EDGAR
  6. Sep 15, 2026144 EDGAR
  7. Sep 8, 20264 EDGAR
  8. Sep 3, 2026144 EDGAR
  9. Aug 31, 20264 EDGAR
  10. Aug 27, 2026144 EDGAR
  11. Aug 25, 202610-Q EDGAR
  12. Aug 25, 20268-K EDGAR
  13. Aug 13, 2026SCHEDULE 13G EDGAR
  14. Aug 13, 2026SCHEDULE 13G/A EDGAR
  15. Aug 6, 20264 EDGAR
  16. Aug 6, 20264 EDGAR
  17. Aug 6, 20264 EDGAR
  18. Aug 6, 20264 EDGAR
  19. Aug 6, 20264 EDGAR
  20. Aug 5, 2026144 EDGAR

The 744 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

354 open-market trades by officers, directors and large owners since October 2021: 0 buys and 354 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 15, 2026Rieger AprilChief Lgl. & Admin Ofc., SecSale6,098$21.98$134.0KForm 4
Sep 3, 2026Desmond SeanCEO & PresidentSale8,064$23.66$190.8KForm 4
Aug 27, 2026Sellers JeanetteSVP of AccountingSale690$22.71$15.7KForm 4
Aug 5, 2026Sellers JeanetteSVP of AccountingSale1,536$19.53$30.0KForm 4
Aug 5, 2026Desmond SeanCEO & PresidentSale11,815$19.53$230.7KForm 4
Aug 4, 2026Sellers JeanetteSVP of AccountingSale887$19.22$17.0KForm 4
Aug 4, 2026Rieger AprilChief Lgl. & Admin Ofc., SecSale7,852$19.22$150.9KForm 4
Aug 4, 2026Orenstein GregoryCFO & TreasurerSale11,780$19.22$226.4KForm 4
Aug 4, 2026Naude PierreDirectorSale4,677$19.22$89.9KForm 4
Aug 4, 2026Desmond SeanCEO & PresidentSale28,675$19.22$551.1KForm 4
Jul 6, 2026Desmond SeanCEO & PresidentSale8,064$17.47$140.9KForm 4
Jun 3, 2026Desmond SeanCEO & PresidentSale8,064$16.26$131.1KForm 4
May 5, 2026Sellers JeanetteSVP of AccountingSale3,695$18.04$66.7KForm 4
May 5, 2026Desmond SeanCEO & PresidentSale16,589$18.04$299.3KForm 4
May 4, 2026Sellers JeanetteSVP of AccountingSale1,486$18.02$26.8KForm 4
May 4, 2026Rieger AprilChief Lgl. & Admin Ofc., SecSale9,693$18.02$174.7KForm 4
May 4, 2026Orenstein GregoryCFO & TreasurerSale14,650$18.02$264.0KForm 4
May 4, 2026Naude PierreDirectorSale35,650$18.02$642.4KForm 4
May 4, 2026Desmond SeanCEO & PresidentSale22,073$18.02$397.8KForm 4
Apr 14, 2026Sellers JeanetteSVP of AccountingSale1,873$17.55$32.9KForm 4

All 354 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026Sean Desmond,53$500.0K$9.1M63
2026Greg Orenstein,56$414.4K$4.2M63
2026April Rieger,46$383.0K$3.2M63
2026Pierre Naudé,67$260.0K$563
2025Executive Chairman$512.5K$8.5M63
2025Chief Financial Officer & Treasurer$364.2K$3.5M63
2025Chief Executive Officer & President$361.4K$3.1M63
2025Chief Legal & Administrative Officer & Secretary$337.0K$2.4M63
2024Executive Chairman$498.0K$7.8M63
2024Chief Financial Officer & Treasurer$343.1K$2.8M63
2024Chief Executive Officer & President$328.0K$2.7M63
2024Chief Legal & Administrative Officer & Secretary$325.0K$2.0M63

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jan 7, 2022Raised $925.6 million in a private offering of equity Form D: 17 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.9,020,898$147.5M0.0%+3,380,716
Vanguard Portfolio Management LLC7,826,876$128.0M0.0%+868,196
Senvest Management, LLC7,326,196$119.8M3.5%+2,017,728
Aqr Capital Management LLC7,102,050$112.4M0.0%+4,650,098
Bank Of America Corp /de/5,157,098$84.3M0.0%+4,163,297
American Capital Management Inc5,107,539$83.5M3.7%+2,732,143
HMI Capital Management, L.P.4,990,713$81.6M11.9%−1,787,315
Bank Of Montreal /can/4,710,565$77.0M0.0%+3,044,243
Vanguard Capital Management LLC4,462,308$73.0M0.0%−257,628
Clearbridge Investments, LLC3,913,634$64.0M0.1%+1,799,930
Lead Edge Capital Management, LLC3,662,570$59.9M10.9%+1,975,090
Long Path Partners LP3,639,442$59.5M25.4%−780,503
Wellington Management Group Llp3,014,228$49.3M0.0%New
State Street Corp2,906,920$47.5M0.0%+845,554
Geode Capital Management, LLC2,709,930$44.3M0.0%+791,409
Dimensional Fund Advisors LP2,700,449$44.1M0.0%+351,643
Kayne Anderson Rudnick Investment Management LLC2,521,806$41.2M0.1%−2,618,850
Algebris (uk) Ltd2,414,440$39.4M2.6%+335,054
Conestoga Capital Advisors, LLC2,120,465$34.7M0.8%−603,889
Bamco Inc /ny/1,867,719$30.5M0.0%−182,354
Arrowstreet Capital, Limited Partnership1,670,309$27.3M0.0%+1,056,539
Jpmorgan Chase & Co1,465,666$23.2M0.0%−90,297
Franklin Resources Inc1,342,453$21.9M0.0%+159,313
Ameriprise Financial Inc1,275,574$20.9M0.0%+1,153,591
Quantinno Capital Management LP1,265,637$20.7M0.0%+957,343

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How nCino, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARnCino, Inc.1
  • CIK0001902733
  • Employer ID (EIN)87-41543425
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsJanuary 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address6770 Parker Farm Drive, Wilmington, NC 284051
  • Phone910-275-54911
  • Shares outstanding105,736,174 as of Aug 20, 202611
  • Public float$2.1B as of Jul 31, 20255
  • AuditorErnst & Young LLP, Raleigh, North Carolina PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceJan 10, 20221
  • Filings744 in all: 4 (346), 144 (231), 8-K (42), 3 (23), 10-Q (14), SC 13D/A (12), SC 13G/A (11), SCHEDULE 13G/A (8)1
    All 26 form types

    DEFA14A (6), SCHEDULE 13G (6), 10-K (5), DEF 14A (5), S-8 (5), 4/A (4), ARS (4), 8-K/A (3), PRE 14A (3), SC 13G (3), SCHEDULE 13D/A (3), 144/A (2), S-8 POS (2), SC 13D (2), 8-K12B (1), D (1), DEFR14A (1), S-3ASR (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 25, 2026
    Proxy statement (DEF 14A) May 8, 2026
    Latest 8-K (8-K) Aug 25, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0005 per shareNCNOThe Nasdaq Global Select Market

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks nCino, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 48 risks under these headings, as written.5

  • Risks 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.
  • 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.
  • The 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.
  • We 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.
  • Our 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.
  • 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.
  • If 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.
  • 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.
  • We may not be able to sustain or increase our revenue growth rate in the future.
  • Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
  • The failure to attract and retain additional qualified personnel could prevent us from executing our business strategy.
The other 37 risks
  • We 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.
  • 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.
  • Our business faces significant risks from diverse and evolving cybersecurity threats, including increased threats from the use of AI/ML. 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.
  • Privacy 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.
  • Fundamental 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.
  • 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.
  • 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.
  • We have and may continue to acquire or invest in companies, pursue business partnerships or divest products or assets, which may divert our management’s attention or result in dilution to our stockholders, and we may be unable to integrate
  • acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions, investments, partnerships, or divestitures.
  • Any legal proceedings against us could adversely affect our operations and prospects, damage our reputation, and be costly and time-consuming to defend.
  • 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.
  • 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.
  • We have experienced rapid growth, and if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction, or adequately address competitive challenges, any of which may materially and adversely affect our business and results of operations.
  • 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.
  • We leverage third-party software, content, and services for use with our solutions. Performance issues, errors and defects, or failure to successfully integrate or license necessary third-party software, content, or services, could cause delays, errors, or 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.
  • We may fail to successfully expand internationally. In addition, sales to customers outside the U.S. or with international operations expose us to risks inherent in international sales, which may include a marked increase in expenses.
  • Failure to effectively expand our sales capabilities could harm our ability to increase our customer base.
  • If we fail to provide effective customer training on our solutions and high-quality customer support, our business and reputation would suffer.
  • If 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.
  • Our sales cycle can be unpredictable, time-consuming and costly.
  • Failure to protect our proprietary technology and intellectual property rights could adversely affect our business and results of operations.
  • We 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.
  • Assertions 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.
  • Our ability to raise capital in a timely manner if needed in the future may be limited, or such capital may be unavailable on acceptable terms, if at all. Our failure to raise capital if needed could adversely affect our business and results of operations, and any debt or equity issued to raise additional capital may reduce the value of our common stock.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • 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.
  • Risks Relating to Ownership of Our Common Stock
  • The 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.
  • We 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.
  • Future securities issuances could result in significant dilution to our existing stockholders and impair the market price 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.
  • Delaware 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.
  • Our amended and restated certificate of incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.
  • General Risks
  • Uncertain, 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.
  • Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our business, financial condition, and results of operations.
  • If 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.
  • Failure 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.
  • The terms of our Credit Facility contain restrictive covenants that may limit our operating flexibility.

Legal proceedings

From time to time, we may become involved in various litigation matters and be subject to claims that arise in the ordinary course of business. For information regarding legal proceedings, see Note 13 “Commitments and Contingencies” of the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated by reference into this Part I, Item 3.

The opening of Item 3, Legal Proceedings.5

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