Form 144: NCNO proposed sale of 1.03M shares via Merrill Lynch

Rhea-AI Filing Summary

nCino, Inc. reported a proposed sale under Rule 144 of 1,025,268 shares of its common stock to be executed through Merrill Lynch Pierce Fenner and Smith on 09/08/2025 on Nasdaq, with an aggregate market value of $31,168,147.20 based on the notice. The shares represent securities acquired in a private placement on 06/15/2020 for cash. The filer states there were no securities sold in the past three months for the account and certifies they do not possess undisclosed material adverse information about the issuer. This notice is a regulatory disclosure of an intended insider sale and provides basic transaction details only.

Positive

• Full Rule 144 disclosure provided including share count, acquisition date, acquisition method, broker, and aggregate market value
• No reported sales in the past three months, which clarifies recent trading activity for the account

Negative

• Large proposed sale size of 1,025,268 shares valued at $31,168,147.20, which could have market impact depending on execution
• Limited contextual detail in the notice (no seller identity in excerpt, no per-share price, and no stated 10b5-1 plan date), restricting assessment of timing or motivation

Insights

Financial Analyst

TL;DR: Insider plans to sell ~1.03M shares valued at $31.17M; disclosure clarifies acquisition source and timing but offers no pricing details.

The Form 144 shows a sizable proposed sale by a holder who acquired the shares in a private placement on 06/15/2020 and intends to route the sale through a major broker on 09/08/2025. The filing confirms no sales in the prior three months, which helps isolate this event. While the notice is transparent about quantity, acquisition date, and aggregate value, it does not state the per-share price or the seller's identity beyond the required fields, limiting assessment of potential market impact. As a regulatory notice, its primary importance is disclosure rather than operational insight.

Corporate Governance Expert

TL;DR: Form 144 fulfills Rule 144 disclosure for an intended sale; it documents provenance and broker routing but provides limited context.

The filing meets procedural requirements by identifying the class, acquisition method (private placement), acquisition date, and proposed broker. The signer affirms no undisclosed material adverse information, aligning with disclosure obligations. The document lacks details on whether the sale is related to any trading plan or contains signatory identifiers in the provided excerpt, which would further clarify compliance with insider-trading safeguards. As submitted, the notice is a standard governance disclosure without new corporate governance actions disclosed.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Merrill Lynch Pierce Fenner and Smith One Bryant Park New York NY 10036	1025268	31168147.20	115814720	09/08/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	06/15/2020	Private Placement	Issuer			1025268	06/15/2020	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does nCino's (NCNO) Form 144 filed here disclose?

The notice discloses a proposed sale of 1,025,268 shares of common stock acquired in a private placement on 06/15/2020, to be sold via Merrill Lynch on 09/08/2025 with an aggregate market value of $31,168,147.20.

Does the filing report any sales in the past three months for NCNO?

No. The filing states "Nothing to Report" under securities sold during the past three months.

How were the shares originally acquired according to the Form 144?

The shares were acquired in a private placement from the issuer on 06/15/2020, and payment was made in cash.

Through which broker will the NCNO shares be sold?

The proposed sale is to be executed through Merrill Lynch Pierce Fenner and Smith on Nasdaq.

Does the Form 144 indicate any undisclosed material information about nCino?

The signer represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.