Item 5. Other Information
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended July 31, 2026, none of our 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.
Amended and Restated Bylaws
On August 19, 2026, our Board of Directors approved an amendment and restatement (the “Amendment and Restatement”) of the Amended and Restated Bylaws of the Company, dated November 22, 2022 (the “Bylaws”). The Amendment and Restatement, effective August 19, 2026, amends Section 1.17(d) to add a limited cure mechanism for certain defects in stockholder notices of director nominations (the “Right to Cure Provision”). Under the Right to Cure Provision, if a good-faith nomination notice is received by the Company during the nomination window at least twenty (20) calendar days before the nomination deadline and, if upon good-faith facial review (without independent investigation or verification by the Company), it is determined to contain facially apparent defects, the Company must provide a written deficiency notice to the nominating stockholder within fourteen (14) calendar days of receipt. The nominating stockholder may cure the identified defects on or before the nomination deadline. If the identified defects are cured as of the nomination deadline, they will not serve as grounds to invalidate the nomination. The Right to Cure Provision applies only to facially apparent defects and does not obligate the Company to investigate, verify or assess materiality of the nomination notice and does not extend the
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nomination window. Further, the Right to Cure Provision does not limit the Company’s authority to reject nominations on other grounds, including material misstatements, noncompliance with Rule 14a-19 under the Exchange Act, ineligibility of the nominating stockholder to submit a nomination notice, or deficiencies not reasonably apparent on the face of the original notice.
The foregoing description of the Amendment and Restatement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws which is filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
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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 Fourth Amended and Restated Certificate of Incorporation
8-K 001-41211 3.1 June 22, 2026
3.2 Second Amended and Restated Bylaws
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
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange 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: August 25, 2026 By: /s/ Sean Desmond
Sean Desmond
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 25, 2026 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.