Director William Spruill receives 12,911 RSUs from nCino (NCNO)

Rhea-AI Filing Summary

Spruill William R reported acquisition or exercise transactions in this Form 4 filing.

nCino, Inc. director William R. Spruill reported an equity compensation grant of 12,911 shares of common stock in the form of restricted stock units (RSUs). The RSUs were awarded at no cash cost and increase his directly held position to 42,287 shares.

The RSUs vest in full on the earlier of June 18, 2027, or the date of nCino’s next annual stockholder meeting, as long as Spruill remains in service through that date. They also fully vest if there is a change in control of nCino, accelerating his receipt of the underlying shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Spruill William R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,911	$0.00	--

Holdings After Transaction: Common Stock — 42,287 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 12,911 shares Post-transaction holdings: 42,287 shares Vesting date: June 18, 2027 +1 more

4 metrics

RSU grant size 12,911 shares Restricted stock units awarded on June 18, 2026

Post-transaction holdings 42,287 shares Common stock held directly after RSU grant

Vesting date June 18, 2027 RSUs vest on this date or earlier at next annual meeting

Change in control vesting Full acceleration RSUs fully vest upon a change in control of nCino

Key Terms

restricted stock units ("RSUs"), change in control, annual meeting of the Issuer's stockholders

3 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") that vest in full on the earlier of June 18, 2027"

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.

change in control financial

"These RSUs vest fully upon a change in control of the Issuer."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

annual meeting of the Issuer's stockholders regulatory

"on the earlier of June 18, 2027 and the date of the next annual meeting of the Issuer's stockholders"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:04 PM Accepted by SEC EDGAR 06/23/2026 - 04:04 PM Learn about SEC filing dates

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^*

Spruill William R

(Last) (First) (Middle)

6770 PARKER FARM DRIVE

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2026		A		12,911(1)	A	$0	42,287	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that vest in full on the earlier of June 18, 2027 and the date of the next annual meeting of the Issuer's stockholders, subject to the reporting person's continued service through the applicable vesting date. These RSUs vest fully upon a change in control of the Issuer.

Remarks:

	/s/ Jeanette Sellers, Attorney-in-fact for William R. Spruill	06/23/2026
	** 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)

FAQ

What insider transaction did nCino (NCNO) director William R. Spruill report?

William R. Spruill reported receiving 12,911 restricted stock units of nCino common stock as an equity grant. These RSUs were awarded at no cash cost and increase his directly held position to 42,287 shares following the transaction.

When do William R. Spruill’s newly granted nCino RSUs vest?

The 12,911 RSUs vest in full on the earlier of June 18, 2027 or the date of nCino’s next annual stockholder meeting. Vesting is conditioned on Spruill’s continued service with the company through the applicable vesting date.

How many nCino shares does William R. Spruill hold after this RSU grant?

After the RSU grant, William R. Spruill holds 42,287 shares of nCino common stock directly. This total reflects the addition of 12,911 restricted stock units reported in the filing as a grant or award acquisition.

What happens to William R. Spruill’s nCino RSUs if there is a change in control?

The RSUs fully vest upon a change in control of nCino. This means that if such a change occurs, all 12,911 restricted stock units become fully vested immediately, accelerating his right to receive the underlying common shares.

Are William R. Spruill’s nCino RSUs subject to any service conditions?

Yes. The RSUs vest only if William R. Spruill continues serving through the vesting date, defined as the earlier of June 18, 2027 or the company’s next annual stockholder meeting, unless a change in control triggers earlier full vesting.