Are the reported nCino share sales by the CFO considered discretionary trades?

The filing explains that the 14,650 shares sold were “sales to cover” tax withholding obligations upon RSU vesting. These transactions are mandated by nCino’s equity incentive plans and are not discretionary, meaning they do not reflect an independent decision to trade based on market views.

nCino (NCNO) CFO gets major RSU grant and sells shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

nCino, Inc. CFO & Treasurer Gregory Orenstein reported a new equity award and a related tax sale of common stock. On May 1, 2026, he acquired 274,599 restricted stock units in a grant carrying no purchase price. These RSUs vest in sixteen equal quarterly installments starting August 1, 2026, subject to continued employment.

On May 4, 2026, 14,650 shares of common stock were sold at $18.015 per share to cover tax withholding due upon RSU vesting. The company’s equity incentive plans mandate these “sales to cover,” so they are not discretionary trades. After these transactions, Orenstein directly holds 702,293 shares of nCino common stock.

Insider Trade Summary

Net Seller: 14,650 shares ($263,920)

Net Sell 2 txns

Insider Orenstein Gregory

Role CFO & Treasurer

Sold 14,650 shs ($264K)

Type	Security	Shares	Price	Value
Sale	Common Stock	14,650	$18.015	$264K
Grant/Award	Common Stock	274,599	$0.00	--

Holdings After Transaction: Common Stock — 702,293 shares (Direct, null)

Footnotes (1)

These restricted stock units ("RSUs") vest in sixteen equal quarterly installments starting on August 1, 2026, subject to the reporting person's continued employment through the applicable vesting date. These shares were sold to cover tax withholding due upon vesting of RSUs. Such "sales to cover" are mandated by the Issuer's equity incentive plans to satisfy tax withholding obligations and do not represent a discretionary trade by the reporting person.

Key Figures

RSU grant size: 274,599 RSUs Tax-cover sale volume: 14,650 shares Sale price per share: $18.015 per share +2 more

5 metrics

RSU grant size 274,599 RSUs Equity award granted to CFO on May 1, 2026

Tax-cover sale volume 14,650 shares Shares sold on May 4, 2026 to cover tax withholding

Sale price per share $18.015 per share Price for the 14,650-share tax-related sale

Post-transaction holdings 702,293 shares Direct nCino common stock held by CFO after transactions

RSU vesting schedule 16 quarterly installments RSUs vest quarterly starting August 1, 2026

Key Terms

restricted stock units ("RSUs"), sales to cover, equity incentive plans, grant, award, or other acquisition, +1 more

5 terms

restricted stock units ("RSUs") financial

"These restricted stock units ("RSUs") vest in sixteen equal quarterly installments..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sales to cover financial

"These shares were sold to cover tax withholding due upon vesting of RSUs. Such "sales to cover" are mandated..."

equity incentive plans financial

"Such "sales to cover" are mandated by the Issuer's equity incentive plans to satisfy tax withholding obligations..."

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Sale in open market or private transaction financial

"transaction_code_description": "Sale in open market or private transaction""

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 06:18 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Orenstein Gregory

(Last)

(First)

(Middle)

6770 PARKER FARM DRIVE

SUITE 200

(Street)

WILMINGTON

NORTH CAROLINA

28405

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
nCino, Inc. [ NCNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		A		274,599⁽¹⁾	A	$0	716,943	D
Common Stock	05/04/2026		S		14,650⁽²⁾	D	$18.015	702,293	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These restricted stock units ("RSUs") vest in sixteen equal quarterly installments starting on August 1, 2026, subject to the reporting person's continued employment through the applicable vesting date.

2. These shares were sold to cover tax withholding due upon vesting of RSUs. Such "sales to cover" are mandated by the Issuer's equity incentive plans to satisfy tax withholding obligations and do not represent a discretionary trade by the reporting person.

Remarks:

	/s/ Jeanette Sellers, Attorney-in-fact for Gregory Orenstein	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did nCino (NCNO) CFO Gregory Orenstein report on this Form 4?

Gregory Orenstein reported receiving 274,599 restricted stock units and a related tax sale of 14,650 nCino common shares. The RSUs were granted at no purchase price, while the shares were sold at $18.015 each to satisfy tax withholding obligations tied to RSU vesting.

How many RSUs did nCino CFO Gregory Orenstein receive and how do they vest?

He received 274,599 restricted stock units as an equity award. According to the filing, these RSUs vest in sixteen equal quarterly installments beginning on August 1, 2026, and each installment requires his continued employment through the applicable vesting date before the shares are delivered.

Why were 14,650 shares of nCino (NCNO) common stock sold in this Form 4?

The 14,650 shares were sold solely to cover tax withholding due upon vesting of RSUs. The filing states these “sales to cover” are mandated by nCino’s equity incentive plans to satisfy tax obligations and do not represent a discretionary trade or market-timing decision by Orenstein.

At what price were the nCino shares sold to cover tax withholding?

The 14,650 nCino common shares were sold at $18.015 per share in the open market. This transaction was specifically described as a sale to cover tax withholding on RSU vesting, carried out under the company’s equity incentive plans rather than as an elective sale.

How many nCino (NCNO) shares does Gregory Orenstein hold after these transactions?

Following the reported grant and tax-related sale, Gregory Orenstein directly holds 702,293 shares of nCino common stock. This post-transaction figure reflects his remaining direct ownership after the 14,650 shares were sold to satisfy tax withholding arising from restricted stock unit vesting.