nCino Reports Material Agreements and Officer/Director Changes
Ticker: NCNO · Form: 8-K · Filed: Feb 10, 2025 · CIK: 1902733
| Field | Detail |
|---|---|
| Company | Ncino, INC. (NCNO) |
| Form Type | 8-K |
| Filed Date | Feb 10, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.0005 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, officer-changes, director-changes
Related Tickers: NCNO
TL;DR
nCino filed an 8-K detailing new material agreements and changes in its board/officer lineup.
AI Summary
nCino, Inc. filed an 8-K on February 10, 2025, reporting on several key events that occurred on February 9, 2025. These include entering into a material definitive agreement, the departure of directors or officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. The filing also covers Regulation FD disclosures and financial statements/exhibits.
Why It Matters
This filing indicates significant corporate actions at nCino, including potential new business agreements and changes in leadership or compensation structures, which could impact the company's future operations and strategy.
Risk Assessment
Risk Level: medium — Changes in directors, officers, and material agreements can signal shifts in company strategy or potential challenges.
Key Players & Entities
- nCino, Inc. (company) — Registrant
- February 9, 2025 (date) — Date of earliest event reported
- February 10, 2025 (date) — Date of report
- Delaware (jurisdiction) — State of incorporation
- Wilmington, North Carolina (location) — Principal Executive Offices
FAQ
What specific material definitive agreement did nCino, Inc. enter into?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this summary section of the 8-K.
Who are the directors or officers that departed from nCino, Inc.?
The filing reports on the departure of directors or certain officers, but their names are not specified in the provided text.
Were there any new directors or officers elected or appointed?
Yes, the filing states that there was an election of directors and an appointment of certain officers.
What is the primary business of nCino, Inc. according to the filing?
nCino, Inc. is categorized under SERVICES-PREPACKAGED SOFTWARE [7372].
When is nCino, Inc.'s fiscal year end?
nCino, Inc.'s fiscal year ends on January 31st (0131).
Filing Stats: 1,257 words · 5 min read · ~4 pages · Grade level 12.9 · Accepted 2025-02-10 06:01:39
Key Financial Figures
- $0.0005 — ich registered Common Stock, par value $0.0005 per share NCNO The Nasdaq Global Select
Filing Documents
- ncno-20250209.htm (8-K) — 31KB
- exhibit101ncno-cooperation.htm (EX-10.1) — 196KB
- exhibit991pressreleaseofnc.htm (EX-99.1) — 10KB
- image_0.jpg (GRAPHIC) — 7KB
- ncinologo.jpg (GRAPHIC) — 7KB
- 0001902733-25-000014.txt ( ) — 419KB
- ncno-20250209.xsd (EX-101.SCH) — 2KB
- ncno-20250209_lab.xml (EX-101.LAB) — 21KB
- ncno-20250209_pre.xml (EX-101.PRE) — 12KB
- ncno-20250209_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On February 10, 2025, nCino, Inc., a Delaware corporation (the "Company"), announced its entry into a cooperation agreement (the "Cooperation Agreement") with HMI Capital Management, L.P. (collectively with its affiliates, "HMI"). Pursuant to the Cooperation Agreement, the Board of Directors (the "Board") of the Company has (i) increased the size of the Board from nine (9) to ten (10) directors, (ii) appointed Justin Nyweide as a Class II director of the Board with a term expiring at the 2025 annual meeting of stockholders (the "2025 Annual Meeting"), and (iii) appointed Justin Nyweide to the Audit Committee of the Board. The Company has agreed to include Justin Nyweide on its slate of director nominees for the 2025 Annual Meeting and to solicit proxies for the election, and support and recommend for the election, of Justin Nyweide at the 2025 Annual Meeting in the same manner as for the Company's other director nominees. During the Standstill Period (as defined below), prior to any Minimum Ownership Event (as defined in the Cooperation Agreement), in the event that Justin Nyweide is no longer able to serve as a director of the Company, the Board will appoint, at HMI's sole election, subject to the Board's customary procedures in connection with the onboarding of directors, (i) Marco Hellman or (ii) any person mutually acceptable to the Board and HMI, to the Board. During the Standstill Period, HMI has agreed to vote all of its shares of the Company in accordance with the Board's recommendations on all proposals or business that may be the subject of stockholder action at stockholder meetings, except (i) if Institutional Shareholder Services issues a voting recommendation that differs from the Board's recommendation for a proposal (other than with respect to director elections), HMI may follow such alternative recommendation, and (ii) HMI may vote in its sole discretion with respect to any proposals wit
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. A copy of the press release announcing the Company's entry into the Cooperation Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Cooperation Agreement, dated February 9, 2025, by and between nCino, Inc. and HMI Capital Management, L.P. 99.1 Press release of nCino, Inc. dated February 10, 2025 (furnished and not filed) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 hereunto duly authorized. nCino, Inc. Date: February 10, 2025 By: /s/ April Rieger April Rieger Chief Legal & Compliance Officer and Secretary