HMI Capital (NCNO) discloses 4.99M-share nCino position at 4.6%

Rhea-AI Filing Summary

HMI Capital and related entities updated their ownership in nCino, Inc. They report beneficial ownership of 4,990,713 shares of nCino common stock, representing 4.6% of the 109,552,950 shares outstanding as of May 22, 2026. All voting and dispositive power over these shares is shared among HMI Capital Partners, HMI Capital Management, HMI Capital Fund GP, Members GP, and Marco W. Hellman, each of whom disclaims beneficial ownership under Rule 13d-4.

The amendment reflects an event dated June 26, 2026 and notes that all recent trades were executed in the open market. It also discloses that a portion of the position comes from equity-based compensation granted to director Mr. Nyweide, with up to an additional 17,021 shares underlying restricted stock units potentially held for the fund upon vesting.

Insights

Equity ownership analyst

HMI Capital now reports a 4.6% nCino stake with shared control.

The filing shows HMI Capital and affiliated entities collectively beneficially owning 4,990,713 shares of nCino common stock, equal to 4.6% of the 109,552,950 shares outstanding as of May 22, 2026. Voting and dispositive power is shared across the HMI entities and Marco W. Hellman.

The event date is June 26, 2026, and recent trades were conducted in the open market. A small portion of the position stems from equity-based compensation to director Mr. Nyweide, with up to 17,021 additional shares issuable as restricted stock units vest. Future ownership levels will depend on trading activity and RSU vesting reported in subsequent filings.

Key Figures

Beneficial ownership: 4,990,713 shares Ownership percentage: 4.6% Shares outstanding: 109,552,950 shares +3 more

6 metrics

Beneficial ownership 4,990,713 shares nCino common stock held by reporting persons

Ownership percentage 4.6% Portion of nCino common stock class beneficially owned

Shares outstanding 109,552,950 shares nCino common stock outstanding as of May 22, 2026

Potential additional RSU shares 17,021 shares Restricted stock units that may be held for the fund upon vesting

Event date June 26, 2026 Date of event requiring Schedule 13D/A Amendment No. 2

Shared voting power 4,990,713 shares Shares over which each reporting person has shared voting power

Key Terms

beneficial owner, Investment Advisers Act of 1940, restricted stock units, open market, +1 more

5 terms

beneficial owner financial

"may be deemed the beneficial owner of all shares of Common Stock held by the Fund"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Investment Advisers Act of 1940 regulatory

"HMI is an investment adviser registered under the Investment Advisers Act of 1940"

A U.S. federal law that sets rules for people and firms who give investment advice, requiring them to register with regulators, be honest about conflicts, keep records, and follow basic standards of care. It matters to investors because those rules act like licensing and consumer protections — similar to having safety standards for a mechanic — helping ensure advisers act in clients’ financial interests and reducing the risk of fraud or misuse of funds.

restricted stock units financial

"17,021 shares of Common Stock underlying restricted stock units that remain subject to vesting"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

open market financial

"All transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days, which were all in the open market"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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

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Available on EDGAR 06/30/2026 - 05:01 PM Accepted by SEC EDGAR 06/30/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What percentage of nCino (NCNO) does HMI Capital currently report owning?

HMI Capital and its affiliated entities report beneficial ownership of 4.6% of nCino’s common stock. This represents 4,990,713 shares out of 109,552,950 shares outstanding as of May 22, 2026, based on nCino’s latest Form 10-Q disclosure.

How many nCino (NCNO) shares are beneficially owned by HMI Capital?

HMI Capital and related entities beneficially own 4,990,713 shares of nCino common stock. All voting and dispositive power over these shares is shared among the reporting persons, who each expressly disclaim beneficial ownership under Rule 13d-4 of the Securities Exchange Act.

What share count did HMI Capital use to calculate its 4.6% nCino ownership?

The 4.6% ownership figure is based on 109,552,950 nCino common shares outstanding as of May 22, 2026. This share count comes from nCino’s Quarterly Report on Form 10-Q filed with the SEC on May 27, 2026, as cited in the Schedule 13D/A amendment.

Who are the reporting persons in the nCino (NCNO) Schedule 13D/A filed by HMI Capital?

The reporting persons are HMI Capital Partners, L.P., HMI Capital Management, L.P., HMI Capital Fund GP, LLC, Members GP, LLC, and Marco W. Hellman. Each entity reports shared voting and dispositive power over 4,990,713 shares, while expressly disclaiming beneficial ownership of the securities.

What is the significance of June 26, 2026 in HMI Capital’s nCino filing?

June 26, 2026 is the date of the event that triggered the Schedule 13D/A Amendment No. 2. The amendment updates Item 5 and Item 6, reflecting HMI Capital’s current 4.6% beneficial ownership and related arrangements as of that event date, including recent open-market transactions.

How do restricted stock units affect HMI Capital’s nCino (NCNO) position?

A portion of HMI Capital’s reported nCino stake comes from equity-based compensation granted to director Mr. Nyweide. Up to 17,021 additional shares underlying restricted stock units may be held for the benefit of the fund upon vesting, potentially modestly increasing the overall position over time.

Were HMI Capital’s recent nCino (NCNO) trades open-market transactions?

Yes. The amendment states that all transactions in nCino common stock by the reporting persons during the past 60 days were effected in the open market. Specific trade details are included in Annex A to the filing, which is incorporated into Item 5(c) by reference.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

nCino, Inc.

(Name of Issuer)

Common Stock, $0.0005 par value

(Title of Class of Securities)

63947X101

(CUSIP Number)

HMI Capital Management, L.P.
555 California Street, Suite 4900,
San Francisco, CA, 94104
(415) 391-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 63947X101

1

Name of reporting person

HMI Capital Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,990,713.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,990,713.00

11

Aggregate amount beneficially owned by each reporting person

4,990,713.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 63947X101

1

Name of reporting person

HMI Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,990,713.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,990,713.00

11

Aggregate amount beneficially owned by each reporting person

4,990,713.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 63947X101

1

Name of reporting person

HMI Capital Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,990,713.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,990,713.00

11

Aggregate amount beneficially owned by each reporting person

4,990,713.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

CUSIP Number(s): 63947X101

1

Name of reporting person

Members GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,990,713.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,990,713.00

11

Aggregate amount beneficially owned by each reporting person

4,990,713.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

CUSIP Number(s): 63947X101

1

Name of reporting person

Marco W. Hellman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,990,713.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,990,713.00

11

Aggregate amount beneficially owned by each reporting person

4,990,713.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0005 par value
(b)	Name of Issuer: nCino, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6770 PARKER FARM DRIVE, WILMINGTON, NORTH CAROLINA , 28405.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on October 21, 2024 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the shares of common stock, $0.0005 par value (the "Common Stock"), of nCino, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 2 amends Items 5(a)-(c) and (e) and Item 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: The percentages used in this Schedule 13D are calculated based upon 109,552,950 shares of Common Stock outstanding as of May 22, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 27, 2026.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. HMI is an investment adviser registered under the Investment Advisers Act of 1940. HMI serves as the investment adviser to the Fund and may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Fund GP, which serves as the general partner to the Fund, may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Members GP, which serves as the general partner of HMI, may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Mr. Hellman has the power to exercise investment and voting discretion, and may be deemed the beneficial owner, of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Act, as amended, each of the Fund, HMI, Fund GP, Members GP and Mr. Hellman expressly disclaim beneficial ownership over any of the securities reported in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission that any of the Fund, HMI, Fund GP, Members GP, or Mr. Hellman are the beneficial owners of any of the securities reported herein.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: All transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days, which were all in the open market, are set forth in Annex A, and are incorporated herein by reference.
(e)	June 26, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by the addition of the following: A portion of the shares of Common Stock reported herein represents equity-based compensation granted to Mr. Nyweide for his service on the Board, which is held for the benefit of the Fund pursuant to an arrangement with HMI. Pursuant to such arrangement, up to an additional 17,021 shares of Common Stock underlying restricted stock units that remain subject to vesting may be held for the benefit of the Fund upon vesting.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HMI Capital Partners, L.P.

Signature:	/s/ Lusine Moshkounian
Name/Title:	Lusine Moshkounian, Attorney-in-Fact
Date:	06/30/2026

HMI Capital Management, L.P.

Signature:	/s/ Lusine Moshkounian
Name/Title:	Lusine Moshkounian, Attorney-in-Fact
Date:	06/30/2026

HMI Capital Fund GP, LLC

Signature:	/s/ Lusine Moshkounian
Name/Title:	Lusine Moshkounian, Attorney-in-Fact
Date:	06/30/2026

Members GP, LLC

Signature:	/s/ Lusine Moshkounian
Name/Title:	Lusine Moshkounian, Attorney-in-Fact
Date:	06/30/2026

Marco W. Hellman

Signature:	/s/ Lusine Moshkounian
Name/Title:	Lusine Moshkounian, Attorney-in-Fact
Date:	06/30/2026