Item 5. Other Information
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended April 30, 2024, the following Section 16 officer adopted, modified or terminated a “Rule 10b5-1 trading arrangement ” as defined in Item 408 of Regulation S-K, as follows:
On April 3, 2024 , Matthew Hansen , Chief Product Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 285,000 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until May 1, 2025, or earlier if all transactions under the trading arrangement are completed.
On April 12, 2024 , April Rieger , Chief Legal & Compliance Officer and Secretary , terminated a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 39,144 shares of our common stock. The trading arrangement was intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement was until January 17, 2025, or earlier if all transactions under the trading arrangement had been completed.
On April 12, 2024 , April Rieger , Chief Legal & Compliance Officer and Secretary , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 29,700 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until March 28, 2025, or earlier if all transactions under the trading arrangement are completed.
No other officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fiscal quarter.
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Item 6. Exhibits
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation
8-K12B 001-41211 3.1 January 10, 2022
3.2 Amended and Restated Bylaws
8-K 001-41211 3.1 November 29, 2022
10.1 First Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated February 9, 2024
8-K 001-41211 10.1 February 13, 2024
10.2 Second Amendment to Credit Agreement by and among nCino, Inc., nCino OpCo, Inc., certain subsidiaries of nCino, Inc. as guarantors and Bank of America, N.A., dated March 17, 2024
8-K 001-41211 10.1 March 18, 2024
10.3† Independent Contractor Agreement with Joshua Glover
X
10.4† Amended and Restated Employment Agreement with Sean Desmond
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema Document X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB XBRL Taxonomy Extension Label Linkbase Document X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X
† Management contract, compensatory plan or arrangement.
* The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
nCino, Inc.
Date: May 29, 2024 By: /s/ Pierre Naudé
Pierre Naudé
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: May 29, 2024 By: /s/ Gregory D. Orenstein
Gregory D. Orenstein
Chief Financial Officer & Treasurer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.