Form 4: Insight Holdings Group, LLC Reports nCino Inc. Share Sales

Insight Holdings Group, LLC, along with affiliated entities, reports the sale of nCino, Inc. common stock in multiple transactions executed on July 30 and 31, 2024, pursuant to a pre-arranged Rule 10b5-1 trading plan.

Summary

• Insight Holdings Group, LLC filed a Form 4 disclosing sales of nCino, Inc. (NCNO) common stock on July 30 and 31, 2024.
• The sales were executed under a Rule 10b5-1 trading plan adopted on April 10, 2024.
• The transactions involved multiple entities affiliated with Insight Partners, including Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P., and Insight Venture Partners IX (Co-Investors), L.P.
• On July 30, 2024, shares were sold at a weighted average price of $33.325, with individual transaction prices ranging from $33.320 to $33.450.
• On July 31, 2024, shares were sold at a weighted average price of $33.1058, with individual transaction prices ranging from $33.015 to $33.210.
• The filing indicates the number of shares beneficially owned by these entities following the reported transactions.
• Jeffrey Horing, a member of the board of managers of Insight Holdings Group, LLC, serves on the Board of Directors of nCino, Inc., potentially leading to the reporting persons being deemed 'directors by deputization'.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The filing simply reports transactions under a pre-existing plan. There's no explicit positive or negative commentary, but the sales themselves could be interpreted with slight negativity.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which can mitigate concerns about insider trading.

Negatives

• The sale of shares by a major holder like Insight Partners could be perceived negatively by the market, potentially putting downward pressure on the stock price.

Risks

• Continued sales by Insight Partners could further depress the stock price.
• The market may interpret these sales as a lack of confidence in nCino's future prospects, regardless of the Rule 10b5-1 plan.

Future Outlook

The document does not provide specific forward-looking statements regarding nCino's performance, but it does indicate continued sales under the Rule 10b5-1 plan.

Management Comments

• Jeffrey Horing, a member of the board of managers of Insight Holdings Group, LLC, serves on the Board of Directors of the Issuer (the 'Board').
• Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), each of the Reporting Persons may be deemed to be a 'director by deputization' of the Issuer as a result of the service of Mr. Horing on the Board.

Industry Context

Insight Partners is a well-known private equity and venture capital firm, and their investment decisions are often closely watched by the market. Sales of a significant stake in a company like nCino could signal a shift in their investment strategy or outlook on the company's prospects.

Comparison to Industry Standards

• It is common for major shareholders, especially private equity firms, to periodically reduce their holdings in publicly traded companies.
• The use of a Rule 10b5-1 plan is a standard practice to ensure compliance with insider trading regulations.
• Comparable companies in the SaaS space often see similar transactions from their major investors as they mature.

Stakeholder Impact

• Shareholders may react to the news of the share sales, potentially impacting the stock price.
• Employees may be concerned about the long-term commitment of a major investor.
• Customers and suppliers may not be directly impacted unless the sales signal a significant change in the company's strategy.

Next Steps

• Monitor future filings to track further transactions by Insight Partners.
• Analyze nCino's upcoming earnings reports and management commentary for any impact from these sales.

Key Dates