RSU grant boosts nCino (NCNO) director William Ruh’s share holdings

Rhea-AI Filing Summary

RUH WILLIAM J reported acquisition or exercise transactions in this Form 4 filing.

nCino, Inc. director William J. Ruh reported a grant of 12,911 shares of common stock in the form of restricted stock units (RSUs). The RSUs vest in full on the earlier of June 18, 2027 and the date of nCino’s next annual stockholder meeting, assuming he continues in service.

The RSUs also vest fully if there is a change in control of nCino. Following this award, Ruh holds 49,836 shares directly and 200,801 shares indirectly through the William J. Ruh Trust, for which he serves as sole trustee.

Insights

Equity compensation analyst

Routine RSU grant increases director’s equity stake in nCino.

The filing shows a grant of 12,911 restricted stock units to director William J. Ruh at no cash cost, which is standard board compensation in many public companies. These units convert to common shares once vesting conditions are met.

The RSUs vest on the earlier of June 18, 2027 or the next annual stockholder meeting, and also accelerate upon a change in control. After this grant, Ruh holds 49,836 shares directly plus 200,801 shares indirectly via a trust, suggesting this is a modest, routine addition to an existing position.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider RUH WILLIAM J

Role null

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

Holdings After Transaction: Common Stock — 49,836 shares (Direct, null); Common Stock — 200,801 shares (Indirect, By William J. Ruh Trust, U/T/A)

Footnotes (1)

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. These Shares are held directly by the William J. Ruh Trust, U/T/A, for which the reporting person is sole trustee.

Key Figures

RSU grant size: 12,911 shares RSU grant price: $0.00 per share RSU vesting date: June 18, 2027 +2 more

5 metrics

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

RSU grant price $0.00 per share Equity compensation, no cash paid by director

RSU vesting date June 18, 2027 Vests earlier of this date or next annual meeting

Direct holdings after grant 49,836 shares nCino common stock held directly by Ruh

Indirect holdings via trust 200,801 shares Held by William J. Ruh Trust, U/T/A

Key Terms

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

4 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 financial

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

indirect ownership financial

"These Shares are held directly by the William J. Ruh Trust, U/T/A, for which the reporting person is sole trustee."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 04:05 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^*

RUH WILLIAM J

(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	49,836	D
Common Stock								200,801	I(2)	By William J. Ruh Trust, U/T/A(2)

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.

2. These Shares are held directly by the William J. Ruh Trust, U/T/A, for which the reporting person is sole trustee.

Remarks:

	/s/ Jeanette Sellers, Attorney-in-fact for William J. Ruh	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 did nCino (NCNO) director William J. Ruh receive in this Form 4 filing?

Director William J. Ruh received a grant of 12,911 restricted stock units (RSUs) of nCino common stock. The grant is compensation-related, carries a zero purchase price, and will convert into shares once the specified vesting conditions are satisfied.

When do William J. Ruh’s 12,911 nCino RSUs reported on Form 4 vest?

The 12,911 RSUs vest in full on the earlier of June 18, 2027 or the date of nCino’s next annual meeting of stockholders. Vesting is also conditioned on Ruh’s continued service through the applicable vesting date under the award terms.

How do change-in-control provisions affect William J. Ruh’s nCino RSUs?

The RSUs vest fully upon a change in control of nCino. This means if the company undergoes a qualifying acquisition or similar control transaction, all 12,911 units would become fully vested, subject to the specific change-in-control definition in the award.

What are William J. Ruh’s nCino shareholdings after this Form 4 transaction?

After the RSU grant, William J. Ruh holds 49,836 nCino common shares directly and 200,801 shares indirectly. The indirect shares are held by the William J. Ruh Trust, U/T/A, for which he serves as sole trustee with authority over those holdings.

Is the Form 4 transaction for nCino (NCNO) an open-market purchase or sale?

No, the Form 4 reflects a grant or award acquisition, not an open-market trade. The 12,911 shares are in the form of RSUs granted at a price of $0.00 per share, representing equity compensation rather than buying or selling shares in the market.

How significant is the 12,911-share RSU grant to William J. Ruh’s nCino position?

The grant modestly increases Ruh’s total nCino exposure, which now includes 49,836 directly held shares and 200,801 indirectly held shares via a trust. The RSU award appears as routine director compensation rather than a large discretionary market transaction.