nCino legal officer gets RSUs, sells shares for tax

nCino, Inc. Chief Legal & Administrative Officer and Secretary April Rieger reported two equity transactions in company common stock.

Rhea-AI Filing Summary

nCino, Inc. Chief Legal & Administrative Officer and Secretary April Rieger reported two equity transactions in company common stock. On May 1, 2026, she received a grant of 177,345 restricted stock units (RSUs) at no cost, scheduled to vest in sixteen equal quarterly installments starting on August 1, 2026, subject to continued employment. On May 4, 2026, she sold 9,693 shares at $18.015 per share to cover tax withholding triggered by RSU vesting, a sale mandated by the company’s equity incentive plans and described as not a discretionary trade. Following these transactions, she directly held 383,601 shares of nCino common stock.

Insider Trade Summary

Net Seller: 9,693 shares

Net Sell 2 txns

Insider Rieger April

Role Chief Lgl. & Admin Ofc., Sec

Sold 9,693 shs ($175K)

Type	Security	Shares	Price	Value
Sale	Common Stock	9,693	$18.015	$175K
Grant/Award	Common Stock	177,345	$0.00	$0.00

Holdings After Transaction: Common Stock — 383,601 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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

RSUs granted: 177,345 RSUs RSU vesting schedule: 16 quarterly installments Shares sold for tax: 9,693 shares +2 more

5 metrics

RSUs granted 177,345 RSUs Grant on May 1, 2026

RSU vesting schedule 16 quarterly installments Starting August 1, 2026

Shares sold for tax 9,693 shares Sale on May 4, 2026 to cover tax withholding

Sale price $18.015 per share Tax-related sale on May 4, 2026

Shares held after transactions 383,601 shares Direct ownership following reported Form 4 trades

Key Terms

restricted stock units ("RSUs"), sales to cover, equity incentive plans, tax withholding obligations

4 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

"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.

tax withholding obligations financial

"to satisfy tax withholding obligations and do not represent a discretionary trade"

FAQ

What insider transactions did nCino (NCNO) disclose for April Rieger?

April Rieger reported an RSU grant and a tax-related sale. She received 177,345 restricted stock units, then sold 9,693 shares at $18.015 per share to cover tax withholding, with the sale mandated by nCino’s equity incentive plans.

How many RSUs did April Rieger receive from nCino (NCNO) and when do they vest?

April Rieger received 177,345 restricted stock units from nCino. These RSUs vest in sixteen equal quarterly installments beginning August 1, 2026, and each vesting date requires her continued employment with the company to receive the underlying shares.

Why did April Rieger sell 9,693 nCino (NCNO) shares on May 4, 2026?

The 9,693 shares were sold solely to cover tax withholding. The filing states these “sales to cover” are mandated under nCino’s equity incentive plans to satisfy tax obligations and do not represent a discretionary trading decision by Rieger.

At what price were the nCino (NCNO) shares sold in April Rieger’s Form 4?

The reported sale occurred at $18.015 per share. On May 4, 2026, 9,693 shares of nCino common stock were sold at this price in a transaction specifically designated to cover tax withholding arising from RSU vesting.

How many nCino (NCNO) shares does April Rieger hold after these transactions?

After the reported transactions, April Rieger directly held 383,601 shares. This figure reflects her position after receiving 177,345 RSUs and selling 9,693 shares to meet tax withholding obligations under the company’s equity plans.

Are April Rieger’s recent nCino (NCNO) share sales considered discretionary trades?

The filing characterizes the sale as non-discretionary. It explains the 9,693 shares were sold under “sales to cover” rules required by nCino’s equity incentive plans to satisfy tax withholding, rather than a voluntary market-timing decision.

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

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Accepted by SEC EDGAR 05/05/2026 - 06:19 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^*

Rieger April

(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)
	Chief Lgl. & Admin Ofc., Sec

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		A		177,345(1)	A	$0	393,294	D
Common Stock	05/04/2026		S		9,693(2)	D	$18.015	383,601	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 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 April Rieger	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)