Form 4: nCino Director Sells Over 543K Shares in Pre-Arranged Trades

nCino Director Jeffrey Horing executed sales of 543,169 common shares over two days in late August 2025, pursuant to a Rule 10b5-1 plan.

Summary

• Director Jeffrey Horing sold a total of 543,169 shares of nCino, Inc. common stock across three transactions on August 28 and August 29, 2025.
• The sales were executed under a Rule 10b5-1 plan, indicating they were pre-scheduled.
• On August 28, 2025, 210,212 shares were sold at a weighted average price of $32.2615, with prices ranging from $32.05 to $33.01.
• Also on August 28, 2025, an additional 50,590 shares were sold at a weighted average price of $33.2906, with prices ranging from $33.155 to $33.395.
• On August 29, 2025, 282,367 shares were sold at a weighted average price of $32.2264, with prices ranging from $32.05 to $32.525.
• Following these transactions, Horing's indirect beneficial ownership through various Insight Partners entities stands at 3,915,422 shares.
• Horing also indirectly holds 137,527 shares through JPH DE Trust Holdings LLC and JPH Private Investments LLC, and directly holds 124,988 shares, which include 7,385 restricted stock units (RSUs).

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to significant insider selling by a director, even though the transactions were pre-arranged under a Rule 10b5-1 plan. While the plan mitigates the immediate negative signal, the sheer volume of shares sold could still be perceived as a lack of strong conviction in future price appreciation.

Positives

• The sales were conducted under a Rule 10b5-1 plan, suggesting they were pre-scheduled and not based on new, non-public information.
• The director retains significant beneficial ownership, indicating continued alignment with shareholder interests.

Negatives

• A director selling a substantial number of shares (over 543,000) could be perceived negatively by the market, even if pre-arranged.
• The sales occurred at prices ranging from $32.05 to $33.395, which might be seen as management taking profits.

Risks

• Potential negative market perception due to significant insider selling, which could put downward pressure on the stock price.

Future Outlook

The filing does not provide any forward-looking statements or guidance.

Industry Context

This Form 4 filing reports an insider transaction and does not provide sufficient information to analyze broader industry trends or competitor actions.

Related Party Transactions

• The reporting person's indirect beneficial ownership is primarily through various Insight Venture Partners funds, where he is a member of the board of managers of the controlling entity, Insight Holdings Group, LLC. This represents a related party relationship concerning the ownership of shares.

Stakeholder Impact

• Shareholders: May interpret the significant insider selling as a negative signal, potentially leading to downward pressure on the stock price.
• Employees: No direct impact mentioned, but general market sentiment can affect employee stock options/RSUs.

Next Steps

• Continued service of the reporting person through June 18, 2026, or the next annual meeting for RSU vesting.
• Full vesting of RSUs upon a change in control of the issuer.

Key Dates

Recommendation

While the significant insider selling by a director could be a cause for concern, the fact that it was executed under a pre-arranged Rule 10b5-1 plan mitigates the immediate negative signal, suggesting the sales were not based on new, adverse material information. The director also retains substantial beneficial ownership. Investors should monitor future filings and company performance rather than reacting solely to this pre-scheduled transaction. A 'hold' recommendation is appropriate as there isn't a strong catalyst for either buying or selling based solely on this Form 4.

Keywords

nCino, NCNO, Insider Sale, Form 4, Jeffrey Horing, Director, Equity Transaction, Rule 10b5-1, Insight Partners