Was the nCino (NCNO) CEO’s April 2026 share sale a discretionary trade?

No. The Form 4 footnote states the 5,747 shares were sold to cover tax withholding due upon RSU vesting. These “sales to cover” are mandated by nCino’s equity incentive plans and do not represent a discretionary buy-or-sell decision by the CEO.

RSU tax sale leaves nCino (NASDAQ: NCNO) CEO holding 596,803 shares

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

nCino, Inc. director and CEO & President Sean Desmond reported a small share disposition tied to equity compensation. On this Form 4, a total of 5,747 shares of common stock were sold at $16.754 per share to cover tax withholding due upon the vesting of restricted stock units (RSUs). According to the footnote, these mandated “sales to cover” are required under nCino’s equity incentive plans and do not represent a discretionary trade or open-market decision by Desmond. After this tax-related transaction, he continues to hold 596,803 shares of nCino common stock directly.

Insider Trade Summary

Net Seller: 5,747 shares ($96,285)

Net Sell 1 txn

Insider Desmond Sean

Role CEO & President

Sold 5,747 shs ($96K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,747	$16.754	$96K

Holdings After Transaction: Common Stock — 596,803 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 5,747 shares Sale price: $16.754 per share Shares held after: 596,803 shares

3 metrics

Shares sold 5,747 shares Common stock sold to cover tax withholding on RSU vesting

Sale price $16.754 per share Price for the 5,747 nCino common shares sold

Shares held after 596,803 shares Direct nCino common stock ownership by CEO Sean Desmond after transaction

Key Terms

restricted stock units, equity incentive plans, tax withholding

3 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.

equity incentive plans financial

"mandated by the Issuer's equity incentive plans to satisfy tax"

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 financial

"sold to cover tax withholding due upon vesting"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 05:40 PM

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^*

Desmond Sean

(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
X	Officer (give title below)	Other (specify below)
	CEO & President

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2026		S		5,747⁽¹⁾	D	$16.754	596,803	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Sean Desmond	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did nCino (NCNO) report for CEO Sean Desmond?

nCino reported that CEO Sean Desmond had 5,747 common shares sold to cover tax withholding on vested RSUs. The transaction was recorded on a Form 4 and is tied to equity compensation rather than a discretionary market trade.

How many nCino (NCNO) shares were involved in Sean Desmond’s latest Form 4?

The filing shows 5,747 nCino common shares were sold at a price of $16.754 per share. The footnote explains these shares were sold solely to satisfy tax withholding obligations from vesting restricted stock units under nCino’s equity incentive plans.

How many nCino (NCNO) shares does CEO Sean Desmond hold after this transaction?

After the tax-related share sale, Sean Desmond directly holds 596,803 shares of nCino common stock. This indicates the transaction affected only a small portion of his overall stake, which remains a substantial equity position in the company.

What price was received for the nCino (NCNO) shares sold in the Form 4?

The 5,747 nCino common shares were sold at $16.754 per share. Although the transaction is coded as a sale, the footnote explains it was executed to cover tax withholding resulting from the vesting of restricted stock units, not a voluntary market sale.