Tax-withholding share sale by nCino (NCNO) chief legal officer

Rhea-AI Filing Summary

nCino, Inc. reported an insider transaction by Chief Legal & Administrative Officer and Secretary April Rieger. On 02/03/2026, she sold 8,078 shares of common stock at $18.682 per share. The filing explains these shares were sold solely to cover tax withholding triggered by vesting of restricted stock units under the company’s equity incentive plans, so the sale was not a discretionary trade. After this transaction, she beneficially owned 221,696 shares of nCino common stock.

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

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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Lgl. & Admin Ofc., Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		S		8,078(1)	D	$18.682	221,696	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 April Rieger	02/05/2026
	** 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).
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FAQ

What insider transaction did nCino (NCNO) report for April Rieger?

nCino reported that April Rieger sold 8,078 shares of common stock. The sale occurred on 02/03/2026 at $18.682 per share and was tied to tax withholding obligations from vesting restricted stock units under the company’s equity incentive plans.

Why did nCino (NCNO) executive April Rieger sell 8,078 shares?

The 8,078 shares were sold to cover tax withholding on vested RSUs. The filing states these “sales to cover” are mandated by nCino’s equity incentive plans and do not represent a discretionary trade or open-market selling decision by the reporting person.

How many nCino (NCNO) shares does April Rieger hold after this Form 4?

After the reported transaction, April Rieger beneficially owned 221,696 shares. This figure reflects her remaining nCino common stock holdings following the 8,078-share tax-withholding sale on 02/03/2026 as disclosed in the Form 4 filing.

What role does April Rieger hold at nCino (NCNO)?

April Rieger serves as nCino’s Chief Legal and Administrative Officer and Secretary. The Form 4 identifies her as an officer of the company, not a director or 10% owner, and reports her equity transaction related to restricted stock unit vesting.

Was the nCino (NCNO) insider share sale a discretionary trade?

The filing states the sale was not a discretionary trade. It explains the shares were sold under mandated “sales to cover” provisions in nCino’s equity incentive plans, solely to satisfy tax withholding obligations arising from RSU vesting.