nCino, Inc. 8-K

What Happened

• nCino announced on March 30–31, 2026 that it amended its credit agreement to add a $200 million senior secured incremental term loan and entered an accelerated share repurchase (ASR) agreement to buy $100 million of its common stock. The company also issued a press release with its fourth-quarter and fiscal-year 2026 results (fiscal year ended January 31, 2026) and posted an investor presentation on its website.

Key Details

• $200 million Term Loan: provided under an amendment to the Credit Agreement (dated Oct. 28, 2024), signed March 30, 2026; matures Oct. 28, 2029; scheduled quarterly principal payments of $2.5 million; optional prepayment without penalty.
• Interest: borrower’s option of (i) base rate (prime/fed funds/Term SOFR floor) + 1.00% margin or (ii) Term SOFR + 2.00% margin; margins subject to step-ups based on leverage.
• Covenants and security: consolidated Total Leverage Ratio ≤ 4.00:1 and Interest Coverage Ratio ≥ 3.00:1; Credit Facilities guaranteed by nCino and material domestic subsidiaries and secured by substantially all personal property and pledges of capital stock (including 65% pledge of certain foreign subsidiaries).
• $100 million ASR with Wells Fargo: entered March 31, 2026; company paid the $100M purchase price up front and expects to receive ~80% of the shares initially, with final share count based on VWAP during the ASR period (settlement expected in Q2 of fiscal 2027); adjustments and termination rights apply.

Why It Matters

• The $200M term loan increases liquidity and extends debt maturities to 2029 but adds leverage and comes with financial covenants that could limit flexibility if leverage or interest coverage weakens.
• The $100M ASR signals capital-return activity that will reduce outstanding shares (or result in a cash/stock adjustment at settlement), which can be supportive of EPS but uses cash/borrowing capacity.
• Investors should note the company also reported its Q4/FY26 results and provided an investor presentation (filed as exhibits), which will give the full financial details underlying the leverage and cash-flow context for these transactions.