Naude Pierre 4

What Happened

• Pierre Naude, a director of nCino, received an award of 3,516 restricted stock units (RSUs) on 2026-02-02 (acquired at $0.00). On 2026-02-03 he disposed of 24,273 shares in an open-market sale at $18.68 per share, generating $453,468 in proceeds.
• The sale is a disposition (not a purchase); however, the filing notes the sale was to satisfy tax withholding obligations tied to RSU vesting and therefore was not a discretionary, market-timing trade.

Key Details

• Transaction dates and prices:
  • 2026-02-02: Award/acquisition of 3,516 RSUs at $0.00 (grant).
  • 2026-02-03: Open-market sale of 24,273 shares at $18.68 each (total $453,468).
• Shares owned after the transaction: Not specified in the excerpted transaction data.
• Footnotes:
  • F1: The 3,516 RSUs vest in full on the earlier of June 18, 2026 or the next annual meeting of stockholders (subject to continued service), and vest in full upon a change in control.
  • F2: The 24,273-share sale was a "sale to cover" required by the company’s equity plans to satisfy tax withholding on vested RSUs and is not a discretionary trade by the reporting person.
• Filing: Form 4 was filed on 2026-02-04 covering transactions on 2026-02-02 and 02-03; the filing appears timely.

Context

• "Sales to cover" are common when RSUs vest and do not necessarily signal the insider’s market view. The transaction combines a reported RSU grant and a mandated sale to meet withholding obligations rather than an independent sale decision.