nCino director sells shares for tax withholding

nCino, Inc. director Pierre Naudé reported a mandated tax-related share sale.

Accepted by SEC EDGAR 04/03/2026 - 05:41 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

nCino, Inc. director Pierre Naudé reported a mandated tax-related share sale. On the reported date, he disposed of 22,700 shares of Common Stock at an average price of $16.754 per share to cover tax withholding triggered by vesting of restricted stock units.

The footnote explains these “sales to cover” are required under nCino’s equity incentive plans and do not represent a discretionary trade. After this transaction, Naudé directly held 1,144,123 shares of nCino common stock.

Insider Trade Summary

Net Seller: 22,700 shares

Net Sell 1 txn

Insider Naude Pierre

Role Director

Sold 22,700 shs ($380K)

Type	Security	Shares	Price	Value
Sale	Common Stock	22,700	$16.754	$380K

Holdings After Transaction: Common Stock — 1,144,123 shares (Direct)

Footnotes (1)

1. F1. 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

Shares sold: 22,700 shares Sale price per share: $16.754 per share Shares held after transaction: 1,144,123 shares

3 metrics

Shares sold 22,700 shares Open-market coded sale to cover tax withholding on RSU vesting

Sale price per share $16.754 per share Average price for the 22,700 common shares sold

Shares held after transaction 1,144,123 shares Direct ownership following the tax-related sale

Key Terms

restricted stock units, sales to cover, equity incentive plans, open-market sale

4 terms

restricted stock units financial

"tax withholding due upon vesting of RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sales to cover financial

"Such "sales to cover" are mandated by the Issuer's equity incentive plans"

equity incentive plans financial

"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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did nCino (NCNO) director Pierre Naudé report in this Form 4?

Pierre Naudé reported a sale of 22,700 nCino common shares at $16.754 per share. According to the footnote, the sale was solely to cover tax withholding due upon vesting of restricted stock units under the company’s equity incentive plans.

Was Pierre Naudé’s NCNO stock sale a discretionary trade?

No. The filing states the shares were sold to cover tax withholding on RSU vesting and that such “sales to cover” are mandated by nCino’s equity incentive plans. The footnote clarifies this was not a discretionary trade by Naudé in the open market.

How many NCNO shares did Pierre Naudé sell and at what price?

He sold 22,700 shares of nCino common stock at an average price of $16.754 per share. The transaction is coded as an open-market or private sale but is described in the footnote as a mandated tax-withholding sale tied to RSU vesting.

How many nCino (NCNO) shares does Pierre Naudé hold after this transaction?

Following the tax-related share sale, Pierre Naudé directly holds 1,144,123 shares of nCino common stock. This remaining position, disclosed in the Form 4, shows he retains a substantial ownership stake after covering the tax withholding obligation.

Why did nCino shares need to be sold to cover Naudé’s tax withholding?

The filing explains that vesting of restricted stock units creates a tax obligation. Under nCino’s equity incentive plans, shares are automatically sold to cover this withholding, so-called “sales to cover,” ensuring required taxes are paid without separate cash payments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Naude Pierre

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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	04/02/2026		S		22,700(1)	D	$16.754	1,144,123	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. 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 Pierre Naude	04/03/2026
	** 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)