nCino, Inc. 8-K

What Happened

• nCino, Inc. announced an amendment to its Third Amended and Restated Certificate of Incorporation (the "Amendment") that permits stockholders to remove any director from office with or without cause.
• The Board approved the Amendment and the Company filed the Fourth Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 18, 2026, making the change effective. The Amendment implements governance changes tied to the planned declassification of the board, which will be completed as of the 2028 annual meeting (the declassification was previously approved at the 2025 annual meeting). The full Fourth A&R Certificate is attached to the filing as Exhibit 3.1.

Key Details

• Amendment effective date: June 18, 2026 (filed with Delaware Secretary of State).
• Change: stockholders may remove any director with or without cause.
• Declassification context: Board declassification will be completed as of the 2028 annual meeting; declassification was approved by stockholders in 2025.
• Related filings: Amendment described in the Company’s May 8, 2026 proxy statement; Fourth A&R Certificate is Exhibit 3.1 to the 8-K.

Why It Matters

• This is a governance change that increases shareholder power to remove directors and aligns the charter with Delaware law following the board declassification.
• There is no financial data or executive changes reported in this filing; the item is purely corporate governance-related.
• Retail investors should note the enhanced shareholder removal right and review the attached Fourth A&R Certificate and the Company’s proxy materials for full context on board structure and any potential effects on board accountability.