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nCino (NASDAQ: NCNO) CEO granted 703K RSUs, sells 22K shares for taxes

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

Rhea-AI Filing Summary

nCino, Inc. CEO and President Desmond Sean reported two equity transactions. On May 1, 2026, he received a grant of 703,661 restricted stock units that vest in 16 equal quarterly installments starting August 1, 2026, subject to continued employment. On May 4, 2026, he sold 22,073 shares of common stock at $18.015 per share to cover tax withholding due upon RSU vesting under the company’s equity incentive plans, which the footnote states was not a discretionary trade. Following these transactions, he holds 1,271,016 shares of common stock directly.

Positive

  • None.

Negative

  • None.
Insider Desmond Sean
Role CEO & President
Sold 22,073 shs ($398K)
Type Security Shares Price Value
Sale Common Stock 22,073 $18.015 $398K
Grant/Award Common Stock 703,661 $0.00 --
Holdings After Transaction: Common Stock — 1,271,016 shares (Direct, null)
Footnotes (1)
  1. These restricted stock units ("RSUs") vest in sixteen equal quarterly installments starting on August 1, 2026, subject to the reporting person's continued employment through the applicable vesting date. 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.
RSU grant size 703,661 units Grant on May 1, 2026; vests over 16 quarterly installments starting August 1, 2026
Tax-cover sale volume 22,073 shares Common stock sold on May 4, 2026 to cover tax withholding
Sale price per share $18.015 per share Average price for 22,073 common shares sold on May 4, 2026
Shares held after sale 1,271,016 shares Direct common stock ownership following May 4, 2026 transactions
RSU vesting installments 16 quarterly installments Equal installments beginning August 1, 2026, subject to continued employment
restricted stock units ("RSUs") financial
"These restricted stock units ("RSUs") vest in sixteen equal quarterly installments"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
sales to cover financial
"Such "sales to cover" are mandated by the Issuer's equity incentive plans"
equity incentive plans financial
"mandated by the Issuer's equity incentive plans to satisfy tax withholding obligations"
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 obligations financial
"to satisfy tax withholding obligations and do not represent a discretionary trade"
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Form 4 Insider Transactions: What Each Field Means →
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).
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)
05/01/2026		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 Stock05/01/2026A703,661(1)A$01,293,089D
Common Stock05/04/2026S22,073(2)D$18.0151,271,016D
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
Explanation of Responses:
1. These restricted stock units ("RSUs") vest in sixteen equal quarterly installments starting on August 1, 2026, subject to the reporting person's continued employment through the applicable vesting date.
2. 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 Sean Desmond05/05/2026
** 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

FAQ

What insider transactions did nCino (NCNO) CEO Desmond Sean report?

Desmond Sean reported a grant of 703,661 restricted stock units and a sale of 22,073 common shares. The sale was solely to cover tax withholding obligations tied to RSU vesting, and he continues to hold 1,271,016 common shares directly after these transactions.

How large was the equity grant to nCino (NCNO) CEO Desmond Sean?

He received 703,661 restricted stock units as a compensation grant. According to the filing, these RSUs vest in sixteen equal quarterly installments beginning August 1, 2026, contingent on his continued employment with nCino through each applicable vesting date.

Why did nCino (NCNO) CEO Desmond Sean sell 22,073 shares?

The 22,073 shares were sold to cover tax withholding due upon RSU vesting. The filing specifies these “sales to cover” are mandated by nCino’s equity incentive plans and do not represent a discretionary trade or independent investment decision by the CEO.

What price did nCino (NCNO) CEO Desmond Sean receive for the sold shares?

The 22,073 common shares were sold at an average price of $18.015 per share. This transaction was categorized as an open-market sale used solely to satisfy tax withholding obligations associated with restricted stock unit vesting under the company’s equity incentive plans.

How many nCino (NCNO) shares does CEO Desmond Sean own after these transactions?

After the reported grant and tax-related sale, Desmond Sean directly owns 1,271,016 shares of nCino common stock. This figure reflects his position following the May 4, 2026 transaction recorded in the Form 4, excluding any future RSU vesting that has not yet occurred.

What is the vesting schedule for nCino (NCNO) CEO Desmond Sean’s new RSUs?

The 703,661 restricted stock units vest in sixteen equal quarterly installments. Vesting begins on August 1, 2026, with continued vesting each quarter thereafter, provided Desmond Sean remains employed by nCino through the applicable vesting dates specified in the award terms.