nCino (NCNO) CFO sells 10,562 shares to cover RSU tax withholding

Rhea-AI Filing Summary

nCino, Inc.'s CFO and Treasurer, Gregory Orenstein, reported a mandated share sale related to equity compensation. On 02/03/2026, he sold 10,562 shares of nCino common stock at $18.682 per share to cover tax withholding due upon vesting of RSUs, leaving him with 451,184 directly held shares.

The company’s equity incentive plans require these “sales to cover” for tax obligations, so this transaction is not a discretionary trade by the executive.

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^*

Orenstein Gregory

(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)
	CFO & Treasurer

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		10,562(1)	D	$18.682	451,184	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 Gregory Orenstein	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 did nCino (NCNO) CFO Gregory Orenstein report in this Form 4 filing?

nCino CFO and Treasurer Gregory Orenstein reported a sale of 10,562 shares of common stock. The shares were sold on 02/03/2026 at $18.682 per share, and the transaction was conducted solely to cover tax withholding from vested RSUs under company equity plans.

How many nCino (NCNO) shares did the CFO sell and at what price?

Gregory Orenstein sold 10,562 shares of nCino common stock at $18.682 per share. This transaction was categorized as a sale and was executed to satisfy tax withholding obligations triggered by the vesting of restricted stock units (RSUs) under the company’s equity incentive plans.

Does this nCino (NCNO) insider sale represent a discretionary trade by the CFO?

No, the filing explains that the sale does not represent a discretionary trade by the CFO. The 10,562 shares were sold automatically to cover tax withholding due upon RSU vesting, as mandated by nCino’s equity incentive plans, rather than an elective share sale decision.

How many nCino (NCNO) shares does the CFO hold after this transaction?

Following the reported sale, Gregory Orenstein beneficially owns 451,184 shares of nCino common stock directly. This post-transaction holding figure reflects his remaining ownership after 10,562 shares were sold on 02/03/2026 to cover required tax withholding from RSU vesting.

What is the purpose of the “sale to cover” described in the nCino (NCNO) filing?

The “sale to cover” was executed to satisfy tax withholding obligations that arose when RSUs vested. Under nCino’s equity incentive plans, such sales are mandated to pay required taxes, meaning the executive does not choose the sale as an investment decision.

What role does Gregory Orenstein hold at nCino (NCNO) in this insider filing?

In this insider transaction report, Gregory Orenstein is identified as an officer of nCino, serving as CFO and Treasurer. The filing confirms he is not a director or 10% owner, and that he directly owns the reported common stock position following the transaction.