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nCino (NCNO) CEO exercises options and sells 40,490 shares under plans

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

nCino, Inc. director, CEO and President Sean Desmond exercised stock options for 8,064 shares of common stock at an exercise price of $4.98 on August 5, 2026, then sold a total of 40,490 shares at prices of $19.218 and $19.53. The August 4 sale of 28,675 shares was to cover tax withholding on RSU vesting and was not a discretionary trade, while the August 5 option exercise and related sale were effected pursuant to a Rule 10b5-1 trading plan adopted on January 6, 2026. After the option exercise, 180,292 option shares of this grant remained held directly.

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Insights

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Insider Desmond Sean
Role CEO & President
Sold 40,490 shs ($782K)
Approx. gross sale proceeds $782K
Approx. exercise cost $40K
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F3, F4 8,064 $0.00 $0.00
Exercise Common Stock F3 8,064 $4.98 $40K
Sale Common Stock F3 11,815 $19.53 $231K
Sale Common Stock F1, F2 28,675 $19.218 $551K
Holdings After Transaction: Stock Option (Right to Buy) — 180,292 shares (Direct); Common Stock — 1,231,080 shares (Direct)
Footnotes (4)
  1. F1. 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.
  2. F2. Includes 1,014 shares acquired under the Issuer's stock purchase plan on June 30, 2026.
  3. F3. These exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 6, 2026.
  4. F4. This option is currently exercisable.
Option shares exercised 8,064 shares Stock options exercised on August 5, 2026 at an exercise price of $4.98 per share
Shares sold for tax withholding 28,675 shares Common stock sold on August 4, 2026 at $19.218 per share to cover RSU tax withholding
Additional shares sold 11,815 shares Common stock sold on August 5, 2026 at $19.53 per share
Total shares sold 40,490 shares Aggregate common shares sold across August 4–5, 2026 transactions
Remaining option position 180,292 shares Stock options reported as held directly after the August 5, 2026 option exercise
Option exercise price $4.98 per share Exercise price of the stock option covering 8,064 underlying shares
Sale price August 4, 2026 $19.218 per share Price for 28,675 common shares sold to cover RSU tax withholding
Sale price August 5, 2026 $19.53 per share Price for 11,815 common shares sold following the option exercise
Rule 10b5-1 trading plan regulatory
"These exercises and sales were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
sales to cover financial
"These shares were sold to cover tax withholding due upon vesting of RSUs"
equity incentive plans financial
"sales to cover are 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.
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.
stock option (Right to Buy) financial
"security_title: Stock Option (Right to Buy)"
stock purchase plan financial
"Includes 1,014 shares acquired under the Issuer's stock purchase plan"
A stock purchase plan is a company-run program that lets employees or qualifying investors buy the company’s shares regularly, often through paycheck deductions and sometimes at a discounted price or with matching contributions. It matters because it encourages ownership—like a workplace discount for buying company products—aligning interests between holders and managers, while affecting share supply and potential value for outside investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transactions did nCino (NCNO) CEO Sean Desmond report in this Form 4?
Sean Desmond reported exercising stock options for 8,064 shares at an exercise price of $4.98 and selling 40,490 shares of common stock at prices of $19.218 and $19.53. Some sales were for tax withholding and others under a Rule 10b5-1 plan.

How many nCino (NCNO) shares did the CEO sell and at what prices?
Sean Desmond sold an aggregate of 40,490 shares of nCino common stock. This included 28,675 shares sold at $19.218 on August 4, 2026 and 11,815 shares sold at $19.53 on August 5, 2026, as reported in the Form 4 data.

Were any of the nCino (NCNO) CEO’s share sales merely to cover taxes?
Yes. The sale of 28,675 shares on August 4, 2026 was explicitly described as a “sale to cover” tax withholding upon vesting of RSUs. It was mandated by nCino’s equity incentive plans and is described as not a discretionary trade by the reporting person.

Did nCino (NCNO) CEO Sean Desmond trade under a Rule 10b5-1 plan?
Yes. The option exercises and related sales identified with footnote F3 were effected under a Rule 10b5-1 trading plan adopted on January 6, 2026. The Form 4’s Rule 10b5-1 checkbox is also marked as affirming use of such a plan.

How many nCino (NCNO) option shares did the CEO retain after the reported exercise?
After exercising options for 8,064 shares on August 5, 2026, Sean Desmond was reported as directly holding 180,292 stock options of that grant. These options are described as currently exercisable and have an exercise price of $4.98 per underlying share.

What type of derivative security did the nCino (NCNO) CEO exercise?
Sean Desmond exercised a stock option (right to buy) covering 8,064 underlying shares of nCino common stock at an exercise price of $4.98 per share. The option is reported as currently exercisable and carries an expiration date of February 1, 2027.
SEC Form 4
FORM 4UNITED 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).
X
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*
Desmond Sean
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/04/2026S28,675(1)D$19.2181,234,831(2)D
Common Stock08/05/2026M8,064(3)A$4.981,242,895D
Common Stock08/05/2026S11,815(3)D$19.531,231,080D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$4.9808/05/2026M8,064(3) (4)02/01/2027Common Stock8,064$0180,292D
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.
2. Includes 1,014 shares acquired under the Issuer's stock purchase plan on June 30, 2026.
3. These exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 6, 2026.
4. This option is currently exercisable.
Remarks:
/s/ Jeanette Sellers, Attorney-in-fact for Sean Desmond08/06/2026
** Signature of Reporting PersonDate
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