[Form 4] nCino, Inc. Insider Trading Activity

Rhea-AI Filing Summary

April Rieger, Chief Legal & Administrative Officer and Secretary of nCino, Inc. (NCNO), reported a sale of 6,018 shares of common stock on 09/15/2025 at a price of $30.404 per share to cover tax withholding obligations arising from RSU vesting. After the transaction she beneficially owned 234,505 shares. The Form 4 was signed by Jeanette Sellers as attorney-in-fact on 09/17/2025. The filing notes the sale was a mandatory "sell to cover" under the issuer's equity plans and not a discretionary trade by the reporting person.

Positive

• Transparent disclosure of insider transaction consistent with SEC Section 16 reporting requirements
• Compliance with equity plan rules—the sale was mandated to satisfy tax withholding on RSU vesting

Negative

• Reduction in beneficial ownership—6,018 shares were sold, lowering the reporting person's stake
• Potential short-term share supply created by the sell-to-cover transaction (6,018 shares)

Insights

Corporate Governance Expert

TL;DR: Routine mandatory "sell to cover" reported by a senior officer; shows compliance with equity-plan tax rules.

The Form 4 documents a non-discretionary sale of 6,018 shares to satisfy tax withholding on vested RSUs. This is a standard administrative step following equity vesting and indicates the company and reporting person are complying with plan provisions and SEC reporting rules. The remaining reported beneficial ownership is 234,505 shares, a detail relevant for disclosure and governance records.

Securities Analyst

TL;DR: Insider reduced holdings modestly via a tax-driven sale; transaction is informational rather than a signal of changed conviction.

The transaction price of $30.404 and the sale of 6,018 shares are disclosed explicitly as a sale to cover tax withholding tied to RSU vesting. Because the filing states the sale was mandated, it should not be interpreted as a voluntary divestiture. The remaining beneficial ownership figure (234,505 shares) provides a snapshot of the officer's stake post-transaction for investors tracking insider positions.

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).

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)
09/15/2025

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	09/15/2025		S		6,018(1)	D	$30.404	234,505	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	09/17/2025
	** 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.

FAQ

What transaction did April Rieger report on Form 4 for NCNO?

The Form 4 reports a sale of 6,018 shares of nCino common stock on 09/15/2025 at $30.404 per share.

Why were the shares sold according to the filing?

The filing states the shares were sold to cover tax withholding obligations arising from the vesting of RSUs; the sale was mandated by the issuer's equity incentive plans.

How many nCino shares does April Rieger beneficially own after the transaction?

After the reported sale, the filing shows she beneficially owned 234,505 shares.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Jeanette Sellers, Attorney-in-Fact for April Rieger on 09/17/2025.

Does the filing indicate the sale was a discretionary trade?

No. The filing explicitly states the sale was a required "sell to cover" and did not represent a discretionary trade by the reporting person.