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nCino Board Member Gets $1M+ Stock Package with One-Year Vesting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

nCino Director Justin C. Nyweide received a grant of 7,385 restricted stock units (RSUs) on June 18, 2025. The RSUs will fully vest on the earlier of June 18, 2026, or the next annual stockholders' meeting, contingent on Nyweide's continued service. Following this transaction, Nyweide directly owns 15,745 shares.

Key details of the RSU grant:

  • Grant price: $0
  • Accelerated vesting provision triggered by change in control
  • One-year vesting schedule

Important disclosure: Nyweide serves as a Partner at HMI Capital Management, L.P., which acts as investment adviser to HMI Capital Partners, L.P. He disclaims beneficial ownership of securities owned by HMI, the Fund, and their affiliates. The transaction was reported through an attorney-in-fact on June 23, 2025.

Positive

  • Director Justin C. Nyweide received 7,385 RSUs as part of board compensation, demonstrating continued alignment with shareholder interests through equity-based compensation

Negative

  • None.
Insider Nyweide Justin C.
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 7,385 $0.00 --
Holdings After Transaction: Common Stock — 15,745 shares (Direct)
Footnotes (1)
  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. The reporting person is a Partner of HMI Capital Management, L.P. ("HMI"), the investment adviser to HMI Capital Partners, L.P. (the "Fund"), and is deemed to hold the shares reported herein for the benefit of the Fund. The reporting person disclaims beneficial ownership of the securities of the Issuer beneficially owned by HMI, the Fund and/or their affiliates.
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*
Nyweide Justin C.
(Last) (First) (Middle)
555 CALIFORNIA STREET, SUITE 4900
(Street)
SAN FRANCISCO CA 94104
(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 15,745 D(2)
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.
2. The reporting person is a Partner of HMI Capital Management, L.P. ("HMI"), the investment adviser to HMI Capital Partners, L.P. (the "Fund"), and is deemed to hold the shares reported herein for the benefit of the Fund. The reporting person disclaims beneficial ownership of the securities of the Issuer beneficially owned by HMI, the Fund and/or their affiliates.
Remarks:
/s/ Jeanette Sellers, Attorney-in-Fact for Justin C. Nyweide 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many NCNO shares did Justin Nyweide acquire on June 18, 2025?

Justin Nyweide acquired 7,385 restricted stock units (RSUs) of NCNO stock on June 18, 2025. These RSUs were granted at a price of $0.

When do Justin Nyweide's NCNO RSUs vest?

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

What is Justin Nyweide's total NCNO share ownership after the June 2025 transaction?

Following the reported transaction, Justin Nyweide directly owns 15,745 shares of NCNO stock. However, as noted in the filing, he is also a Partner of HMI Capital Management, L.P. and disclaims beneficial ownership of additional securities owned by HMI and its affiliates.

What is Justin Nyweide's role at NCNO?

According to the Form 4 filing, Justin Nyweide serves as a Director on nCino's Board. He is also identified as a Partner of HMI Capital Management, L.P., which serves as investment adviser to HMI Capital Partners, L.P.