Form 4: nCino Director Pamela Kilday Receives Restricted Stock Unit Grant

nCino, Inc. Director Pamela Kilday was granted 7,385 Restricted Stock Units (RSUs) on June 18, 2025, increasing her total beneficial ownership to 25,189 shares.

Summary

• Pamela Kilday, a Director of nCino, Inc. (NCNO), acquired 7,385 shares of Common Stock in the form of Restricted Stock Units (RSUs) on June 18, 2025.
• The transaction was an acquisition (Code A) with a price of $0 per share, indicating a grant rather than a purchase.
• Following this transaction, Ms. Kilday's total beneficial ownership of nCino Common Stock is 25,189 shares.
• The RSUs are subject to vesting, which occurs on the earlier of June 18, 2026, or the date of the next annual meeting of the Issuer's stockholders, contingent on Ms. Kilday's continued service.
• The RSUs will vest fully upon a change in control of nCino, Inc.

Sentiment

Score: 6

Explanation: Slightly positive, as it represents a routine equity grant to a director, aligning interests with shareholders, which is generally viewed favorably. No negative implications are present.

Positives

• The grant of Restricted Stock Units aligns the director's financial interests with those of the shareholders, as the value of the RSUs is tied to the company's stock performance.
• The increase in beneficial ownership demonstrates continued commitment from a key board member.

Negatives

• The RSUs are subject to vesting conditions, meaning the shares are not immediately owned outright and can be forfeited if service conditions are not met.
• The grant price of $0 indicates non-cash compensation, which does not involve a direct cash investment by the director.

Risks

• The vesting of the 7,385 Restricted Stock Units is contingent upon Pamela Kilday's continued service to nCino, Inc. through the applicable vesting date (earlier of June 18, 2026, or the next annual meeting), posing a risk of forfeiture if service ceases.
• The value of the RSUs, once vested, is subject to the future market price of nCino's common stock, exposing the holder to market volatility.

Future Outlook

The 7,385 Restricted Stock Units granted to Director Pamela Kilday are scheduled to vest on the earlier of June 18, 2026, or the date of the next annual meeting of the Issuer's stockholders, provided her continued service. Additionally, these RSUs will fully vest upon a change in control of nCino, Inc.

Industry Context

The grant of Restricted Stock Units to a director is a common form of equity compensation across various industries, particularly in technology and growth-oriented companies. This practice aims to align the interests of board members with long-term shareholder value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a standard practice widely adopted by publicly traded companies, including those in the software and financial technology sectors like nCino.
• The vesting schedule, tied to continued service and accelerated by a change in control, is typical for RSU grants to non-employee directors, reflecting common corporate governance and compensation benchmarks.

Related Party Transactions

• Grant of 7,385 Restricted Stock Units (RSUs) to Pamela Kilday, a Director of nCino, Inc., as part of her compensation package.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's incentives with shareholder interests, as the value of her compensation is tied to the company's stock performance.
• Employees: No direct impact on employees is indicated by this specific filing, though it reflects standard compensation practices for leadership.

Next Steps

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

Key Dates

Keywords

nCino, NCNO, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Director Compensation, Equity Grant, Beneficial Ownership