nCino (NCNO) CEO sells 16,047 shares to cover RSU tax withholding

Rhea-AI Filing Summary

nCino, Inc. CEO and President Sean Desmond, who is also a director, completed a small share sale tied to equity compensation. On February 3, 2026, he sold 16,047 shares of common stock at $18.682 per share. According to the footnote, these shares were sold solely to cover tax withholding due upon the vesting of restricted stock units, under nCino’s equity incentive plans, and do not represent a discretionary trade. After this transaction, Desmond beneficially owned 602,550 shares of nCino common stock.

Insider Trade Summary

Net Seller: 16,047 shares ($299,790)

Net Sell 1 txn

Insider Desmond Sean

Role CEO & President

Sold 16,047 shs ($300K)

Type	Security	Shares	Price	Value
Sale	Common Stock	16,047	$18.682	$300K

Holdings After Transaction: Common Stock — 602,550 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Desmond Sean

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

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		16,047(1)	D	$18.682	602,550	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 Sean Desmond	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).
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.

FAQ

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

nCino reported that CEO and President Sean Desmond sold 16,047 shares of common stock at $18.682 on February 3, 2026. The sale was to cover tax withholding from vested RSUs, not a discretionary open-market trade, and he held 602,550 shares afterward.

Why did the nCino (NCNO) CEO sell 16,047 shares of stock?

The 16,047 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. nCino’s equity incentive plans mandate these sales to satisfy tax requirements, so the transaction was not a discretionary decision by CEO Sean Desmond.

How many nCino (NCNO) shares does CEO Sean Desmond own after the reported sale?

After the February 3, 2026 transaction, CEO Sean Desmond beneficially owned 602,550 shares of nCino common stock. This figure reflects his holdings following the 16,047-share sale executed to cover tax withholding on vested restricted stock units.

At what price were the nCino (NCNO) shares sold in the CEO’s tax-cover transaction?

The 16,047 nCino shares sold for tax withholding were transacted at a price of $18.682 per share. This sale was mechanically driven by equity plan requirements related to RSU vesting rather than a discretionary timing or pricing decision by the CEO.

Does the nCino (NCNO) filing indicate a discretionary insider sale by the CEO?

No. The filing explains that the sale was a “sale to cover” tax withholding from RSU vesting, mandated by nCino’s equity incentive plans. It explicitly states the transaction does not represent a discretionary trade by CEO and President Sean Desmond.