Tax-driven nCino (NASDAQ: NCNO) director share sale covers RSU vesting

Rhea-AI Filing Summary

nCino, Inc. director Pierre Naudé reported a mandated sale of 35,650 shares of Common Stock at $18.015 per share. The shares were sold to cover tax withholding due upon the vesting of restricted stock units, as required by the company’s equity incentive plans, and do not represent a discretionary trade.

Following this tax-related sale, Naudé directly holds 1,108,473 shares of nCino common stock, indicating that only a small portion of his overall stake was used to satisfy these withholding obligations.

Insider Trade Summary

Net Seller: 35,650 shares ($642,235)

Net Sell 1 txn

Insider Naude Pierre

Role null

Sold 35,650 shs ($642K)

Type	Security	Shares	Price	Value
Sale	Common Stock	35,650	$18.015	$642K

Holdings After Transaction: Common Stock — 1,108,473 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 35,650 shares Sale price per share: $18.015 per share Shares held after transaction: 1,108,473 shares

3 metrics

Shares sold 35,650 shares Open-market sale to cover RSU tax withholding

Sale price per share $18.015 per share Price for nCino Common Stock in reported sale

Shares held after transaction 1,108,473 shares Naudé’s direct nCino holdings following the sale

Key Terms

Restricted Stock Units (RSUs), equity incentive plans, open-market sale, tax withholding

4 terms

Restricted Stock Units (RSUs) financial

"tax withholding due upon vesting of RSUs"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

equity incentive plans financial

"mandated by the Issuer's equity incentive plans"

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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 →

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^*

Naude Pierre

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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	05/04/2026		S		35,650(1)	D	$18.015	1,108,473	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 Pierre Naude	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)

FAQ

What insider transaction did nCino (NCNO) director Pierre Naudé report?

Pierre Naudé reported selling 35,650 shares of nCino Common Stock at $18.015 per share. The transaction was disclosed on a Form 4 and was tied to tax obligations arising from restricted stock unit vesting under the company’s equity incentive plans.

Why did Pierre Naudé sell 35,650 nCino (NCNO) shares?

The 35,650 shares were sold to cover tax withholding due upon vesting of restricted stock units. According to the disclosure, these “sales to cover” are mandated by nCino’s equity incentive plans and do not represent a discretionary trade by Naudé.

At what price were the nCino (NCNO) shares sold in this Form 4 filing?

The reported sale price was $18.015 per share for 35,650 shares of nCino Common Stock. This price reflects the open-market transaction used specifically to satisfy required tax withholding tied to the vesting of Naudé’s restricted stock units.

How many nCino (NCNO) shares does Pierre Naudé hold after the transaction?

After the tax-related sale, Pierre Naudé directly holds 1,108,473 shares of nCino Common Stock. This indicates that the 35,650 shares sold represent only a small portion of his overall direct equity position in the company following the RSU vesting event.

Does this nCino (NCNO) Form 4 indicate a discretionary sale by the director?

The filing states the sales were executed to cover tax withholding required upon RSU vesting, under nCino’s equity incentive plans. It explicitly notes these “sales to cover” are mandated and therefore do not represent a discretionary trading decision by Pierre Naudé.