Form 4: nCino Director Jeffrey Horing Reports Acquisition of Restricted Stock Units and Significant Indirect Holdings

nCino, Inc. Director Jeffrey Horing has reported the acquisition of 7,385 restricted stock units (RSUs) and detailed his substantial indirect beneficial ownership in the company through various investment entities.

Summary

• Jeffrey Horing, a Director of nCino, Inc. (NCNO), reported the acquisition of 7,385 shares of common stock in the form of Restricted Stock Units (RSUs) on June 18, 2025.
• These RSUs were acquired at a price of $0 and are set to vest in full on the earlier of June 18, 2026, or the date of the next annual meeting of nCino's stockholders, contingent on Mr. Horing's continued service.
• The RSUs will also fully vest upon a change in control of nCino.
• Following this transaction, Mr. Horing's direct beneficial ownership of nCino common stock stands at 124,988 shares.
• He also reported significant indirect beneficial ownership, including 4,458,591 shares held through various Insight Venture Partners affiliated funds (Fund IX, GBCF, Fund X HoldCos, and Fund X).
• Additionally, 137,527 shares are indirectly held through JPH DE Trust Holdings LLC and JPH Private Investments LLC, entities controlled by Mr. Horing.
• Mr. Horing, along with other members of the board of managers of Insight Holdings Group, LLC, may be deemed to have shared voting and dispositive power over the shares held by Insight Partners entities, though he disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: The acquisition of Restricted Stock Units by a director is generally viewed as a positive sign of commitment and alignment with shareholder interests, as the value of these units is tied to the company's stock performance.

Positives

• Jeffrey Horing, a Director, acquired 7,385 Restricted Stock Units (RSUs), aligning his interests with long-term shareholder value.
• The RSUs vest upon a change in control, providing an incentive for strategic transactions that could benefit shareholders.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

• Jeffrey Horing's indirect beneficial ownership of 4,458,591 shares through various Insight Venture Partners affiliated funds, where he is a member of the board of managers of the controlling entity (Insight Holdings Group, LLC).
• Jeffrey Horing's indirect beneficial ownership of 137,527 shares through JPH DE Trust Holdings LLC and JPH Private Investments LLC, entities he controls.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with shareholders, potentially leading to more shareholder-friendly decisions. The detailed disclosure of indirect holdings provides transparency regarding significant institutional and personal stakes.

Next Steps

• Vesting of 7,385 Restricted Stock Units on the earlier of June 18, 2026, or the date of the next annual meeting of stockholders.

Key Dates

Keywords

nCino, NCNO, SEC Form 4, insider transaction, beneficial ownership, restricted stock units, RSUs, corporate governance, director compensation, Insight Partners, equity compensation