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

No. The 1,486 shares were sold specifically to cover tax withholding due upon vesting of restricted stock units. The filing states these “sales to cover” are mandated by nCino’s equity incentive plans and do not represent a discretionary trading decision by Jeanette Sellers.

What was the price per share for the nCino (NCNO) insider tax-withholding sale?

The 1,486 shares of nCino Common Stock sold to cover tax withholding were transacted at $18.015 per share. This sale was executed solely to satisfy RSU-related tax obligations under the issuer’s equity incentive plans, according to the Form 4 footnote disclosure.

nCino (NCNO) SVP granted RSUs, sells shares to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

nCino, Inc. SVP of Accounting Jeanette Sellers reported a compensation grant and a small tax-related share sale. She received 15,446 shares of Common Stock as a grant, structured as restricted stock units that vest in sixteen equal quarterly installments starting on August 1, 2026, subject to continued employment.

On a separate date, 1,486 shares of Common Stock were sold at $18.015 per share to cover tax withholding due upon RSU vesting. The footnote explains these are mandated “sales to cover” under nCino’s equity incentive plans and do not represent a discretionary trade. After these transactions, Sellers directly holds 54,571 shares of Common Stock.

Insider Trade Summary

Net Seller: 1,486 shares ($26,770)

Net Sell 2 txns

Insider Sellers Jeanette

Role SVP of Accounting

Sold 1,486 shs ($27K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,486	$18.015	$27K
Grant/Award	Common Stock	15,446	$0.00	--

Holdings After Transaction: Common Stock — 54,571 shares (Direct, null)

Footnotes (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. 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

RSU grant: 15,446 shares Tax-withholding sale size: 1,486 shares Sale price: $18.015 per share +2 more

5 metrics

RSU grant 15,446 shares Restricted stock units granted to SVP of Accounting

Tax-withholding sale size 1,486 shares Shares sold to cover RSU tax withholding

Sale price $18.015 per share Price for 1,486-share tax-related sale

Post-transaction holdings 54,571 shares Direct Common Stock held after transactions

RSU vesting schedule 16 quarterly installments Vesting begins August 1, 2026, subject to employment

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

"sold to cover tax withholding due upon vesting of RSUs"

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 06:20 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^*

Sellers Jeanette

(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)
	SVP of Accounting

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)
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	05/01/2026		A		15,446⁽¹⁾	A	$0	56,057	D
Common Stock	05/04/2026		S		1,486⁽²⁾	D	$18.015	54,571	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 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	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did nCino (NCNO) SVP Jeanette Sellers report?

She reported two transactions: a grant of 15,446 shares of Common Stock as restricted stock units, and a sale of 1,486 shares at $18.015 per share to cover tax withholding obligations related to RSU vesting under nCino’s equity incentive plans.

How many nCino (NCNO) shares does Jeanette Sellers hold after these Form 4 transactions?

Following the reported grant and tax-related sale, Jeanette Sellers directly holds 54,571 shares of nCino Common Stock. This figure reflects her position after receiving 15,446 shares as a grant and selling 1,486 shares to satisfy tax withholding on vested restricted stock units.

How do the granted RSUs to nCino (NCNO) SVP Jeanette Sellers vest over time?

The 15,446 restricted stock units vest in sixteen equal quarterly installments starting on August 1, 2026. Vesting is conditioned on Jeanette Sellers’ continued employment with nCino through each applicable vesting date, aligning the equity award with multi-year service at the company.