nCino Board Member Gets $1M+ Stock Package with Fast-Track Vesting Terms

Rhea-AI Filing Summary

nCino director Pamela Kilday received a grant of 7,385 restricted stock units (RSUs) on June 18, 2025. Following this transaction, Kilday now beneficially owns a total of 25,189 shares directly.

Key terms of the RSU grant:

• RSUs were granted at $0 exercise price
• Vesting occurs in full on the earlier of June 18, 2026 or the next annual stockholder meeting
• Vesting is contingent on continued service through the vesting date
• Accelerated vesting provision triggers upon a change in control

This Form 4 filing was submitted by Kilday's attorney-in-fact, Jeanette Sellers, on June 23, 2025, within the required reporting window. The transaction represents standard director compensation in the form of equity awards.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kilday Pamela

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,385	$0.00	--

Holdings After Transaction: Common Stock — 25,189 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Kilday Pamela

(Last) (First) (Middle)

6770 PARKER FARM DRIVE, SUITE 200

(Street)

WILMINGTON NC 28405

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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

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

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

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	06/18/2025		A		7,385(1)	A	$0	25,189	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, 2026 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 Pamela Kilday	06/23/2025
	** 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.

FAQ

How many NCNO shares did Director Pamela Kilday acquire on June 18, 2025?

Director Pamela Kilday acquired 7,385 restricted stock units (RSUs) of NCNO stock on June 18, 2025.

What is the vesting schedule for NCNO Director Kilday's new RSUs?

The RSUs will vest in full on the earlier of June 18, 2026, or the date of nCino's next annual stockholders meeting, subject to Kilday's continued service. Additionally, the RSUs will vest fully upon a change in control of the company.

How many NCNO shares does Pamela Kilday own after the June 18, 2025 transaction?

Following the reported transaction, Pamela Kilday directly owns 25,189 shares of NCNO stock.

What was the purchase price of NCNO RSUs granted to Director Kilday?

The RSUs were granted at $0 cost to Director Kilday, as they represent equity compensation for her role as a director.