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

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

nCino, Inc. CFO & Treasurer Gregory Orenstein reported a transaction in the company’s common stock. On April 2, 2026, 8,840 shares were sold at $16.754 per share solely to cover tax withholding due upon RSU vesting under the company’s equity incentive plans, which mandated this sale. After the transaction, he held 442,344 shares directly, so the event reflects a tax-related disposition rather than a discretionary sale.

Insider Trade Summary

Net Seller: 8,840 shares ($148,105)

Net Sell 1 txn

Insider Orenstein Gregory

Role CFO & Treasurer

Sold 8,840 shs ($148K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,840	$16.754	$148K

Holdings After Transaction: Common Stock — 442,344 shares (Direct)

Footnotes (1)

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Key Figures

Shares sold: 8,840 shares Sale price per share: $16.754 per share Shares held after transaction: 442,344 shares

3 metrics

Shares sold 8,840 shares Common Stock sold on April 2, 2026

Sale price per share $16.754 per share Price for the 8,840 shares sold

Shares held after transaction 442,344 shares Direct holdings after April 2, 2026 transaction

Key Terms

RSUs, equity incentive plans, tax withholding

3 terms

RSUs financial

"tax withholding due upon vesting of RSUs."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

equity incentive plans financial

"mandated by the Issuer's equity incentive plans to satisfy tax"

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 financial

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

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 →

04/03/2026 - 05:42 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^*

Orenstein Gregory

(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)
	CFO & Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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	04/02/2026		S		8,840⁽¹⁾	D	$16.754	442,344	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 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	04/03/2026
	** 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 transaction did nCino (NCNO) report for CFO Gregory Orenstein?

nCino reported that CFO Gregory Orenstein disposed of 8,840 shares of common stock. The shares were sold on April 2, 2026, at $16.754 per share to satisfy tax withholding obligations tied to restricted stock unit vesting under the company’s equity incentive plans.

Was the NCNO CFO’s April 2026 stock sale a discretionary trade?

No, the filing states the sale did not represent a discretionary trade by the CFO. The 8,840 shares were sold under the issuer’s equity incentive plans solely to cover tax withholding due upon the vesting of restricted stock units, making it a mandated tax-related transaction.

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

The CFO’s account recorded a sale of 8,840 shares of nCino common stock. These shares were sold at a price of $16.754 per share on April 2, 2026, specifically to cover tax withholding tied to restricted stock unit vesting.

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

Following the tax-related sale, the CFO directly owns 442,344 shares of nCino common stock. This post-transaction holding figure is disclosed in the Form 4 and shows he retains a substantial equity position after satisfying the required tax withholding.

What role did RSUs play in the NCNO CFO’s reported stock sale?

The reported sale was triggered by the vesting of restricted stock units (RSUs). When the RSUs vested, the issuer’s equity incentive plans required a sale of 8,840 shares to cover related tax withholding, so the transaction reflects compensation mechanics rather than an elective market trade.