[144] nCino, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 8 to Schedule 13D: Husband-and-wife investors Vladimir and Angelica Galkin report beneficial ownership of 3,388,888 Newegg Commerce (NEGG) common shares, equal to 17.4 % of the 19,478,394 shares outstanding (Form 20-F, 12/31/24).

The shares are held in a joint account with shared voting and dispositive power; no shares are held on margin or pledged. 2,222,222 shares were transferred on 7/10/25 from the Galkin Revocable Trust to the joint account, after which the Galkins purchased an additional 1,166,666 shares. Gross outlay for all purchases totals $63.47 million (3,550,162 shares); gross proceeds of $2.39 million were received from the sale of 161,274 shares, leaving the net 3,388,888-share position.

No other person has the right to dividends or sale proceeds, and the filing lists no material contracts beyond the joint-filing agreement. The sizeable 17 % stake positions the Galkins among the largest outside shareholders and could provide them meaningful influence over corporate actions.

Positive

• 17.4 % ownership stake demonstrates significant shareholder commitment and potential influence on corporate decisions.
• All shares held unlevered; absence of margin or pledges mitigates forced-liquidation risk.
• $63.5 million gross investment indicates meaningful capital allocation by insiders/trust.

Negative

• High ownership concentration in a single couple may reduce float and amplify governance influence risk for other shareholders.
• Recent sale of 161,274 shares shows some profit-taking, tempering the aggressive accumulation narrative.

Insights

Portfolio Manager

TL;DR: Galkins confirm 17.4 % NEGG stake; cash-financed, unpledged, signalling long-term conviction but no immediate catalyst.

The amendment largely formalises information already indicated in prior filings. Maintaining a 17 % position without leverage removes forced-sale risk and suggests strong balance-sheet capacity. However, the couple also trimmed 161 k shares, so buying momentum is not accelerating. Because no governance agenda or board nominations are disclosed, the update is informational rather than catalytic. I view the impact as neutral for valuation until an active campaign or further accumulation emerges.

Corporate Governance Specialist

TL;DR: Concentrated 17 % ownership enhances potential shareholder oversight—positive for governance optics.

With nearly a fifth of NEGG’s equity, the Galkins can materially influence proxy outcomes and strategic direction should they choose. The absence of pledges reduces contagion risk from margin calls. While no activist language appears, history shows holders above 10 % often engage when value gaps persist. Their continued net buying since July underscores commitment. From a governance perspective the filing modestly strengthens minority investors’ leverage against entrenched management, hence a slightly positive tilt.

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

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	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	9550	262101.66	115941576	08/04/2025	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	08/01/2025	Restricted Stock Vesting	Issuer			9550	08/01/2025	Compensation

* 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

How many Newegg (NEGG) shares do Vladimir and Angelica Galkin own?

They jointly own 3,388,888 common shares.

What percentage of Newegg’s outstanding shares does that represent?

The stake equals approximately 17.4 % of the 19,478,394 shares outstanding.

How much have the Galkins spent acquiring NEGG stock?

They paid about $63.47 million for 3,550,162 shares and later sold 161,274 shares for $2.39 million.

Are the Galkins’ NEGG shares pledged or held on margin?

No. The filing states the joint account is not margined and shares are unpledged.

When did the event triggering this Schedule 13D/A occur?

The relevant event date is 08/04/2025.