nCino, Inc.
For the period ended Jul 31, 2026. Filed Aug 25, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2026 · Filed Aug 25, 2026
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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, orterminated 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 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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