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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0000902664-24-005919 0001469026 XXXXXXXX LIVE 2 Common Stock, $0.0005 par value 06/26/2026 true 0001902733 63947X101 nCino, Inc. 6770 PARKER FARM DRIVE WILMINGTON NC 28405 HMI Capital Management, L.P. (415) 391-9500 555 California Street, Suite 4900 San Francisco CA 94104 0001458994 N HMI Capital Partners, L.P. WC N DE 0.00 4990713.00 0.00 4990713.00 4990713.00 N 4.6 PN 0001469026 N HMI Capital Management, L.P. AF N DE 0.00 4990713.00 0.00 4990713.00 4990713.00 N 4.6 IA Y HMI Capital Fund GP, LLC AF N DE 0.00 4990713.00 0.00 4990713.00 4990713.00 N 4.6 HC Y Members GP, LLC AF N DE 0.00 4990713.00 0.00 4990713.00 4990713.00 N 4.6 HC 0001294991 N Marco W. Hellman AF N X1 0.00 4990713.00 0.00 4990713.00 4990713.00 N 4.6 IN Common Stock, $0.0005 par value nCino, Inc. 6770 PARKER FARM DRIVE WILMINGTON NC 28405 This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on October 21, 2024 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the shares of common stock, $0.0005 par value (the "Common Stock"), of nCino, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 2 amends Items 5(a)-(c) and (e) and Item 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. Item 5(a) is hereby amended and restated in its entirety as follows: The percentages used in this Schedule 13D are calculated based upon 109,552,950 shares of Common Stock outstanding as of May 22, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 27, 2026. Item 5(b) is hereby amended and restated in its entirety as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. HMI is an investment adviser registered under the Investment Advisers Act of 1940. HMI serves as the investment adviser to the Fund and may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Fund GP, which serves as the general partner to the Fund, may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Members GP, which serves as the general partner of HMI, may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Mr. Hellman has the power to exercise investment and voting discretion, and may be deemed the beneficial owner, of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Act, as amended, each of the Fund, HMI, Fund GP, Members GP and Mr. Hellman expressly disclaim beneficial ownership over any of the securities reported in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission that any of the Fund, HMI, Fund GP, Members GP, or Mr. Hellman are the beneficial owners of any of the securities reported herein. Item 5(c) is hereby amended and restated in its entirety as follows: All transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days, which were all in the open market, are set forth in Annex A, and are incorporated herein by reference. June 26, 2026. Item 6 is hereby amended and supplemented by the addition of the following: A portion of the shares of Common Stock reported herein represents equity-based compensation granted to Mr. Nyweide for his service on the Board, which is held for the benefit of the Fund pursuant to an arrangement with HMI. Pursuant to such arrangement, up to an additional 17,021 shares of Common Stock underlying restricted stock units that remain subject to vesting may be held for the benefit of the Fund upon vesting. HMI Capital Partners, L.P. /s/ Lusine Moshkounian Lusine Moshkounian, Attorney-in-Fact 06/30/2026 HMI Capital Management, L.P. /s/ Lusine Moshkounian Lusine Moshkounian, Attorney-in-Fact 06/30/2026 HMI Capital Fund GP, LLC /s/ Lusine Moshkounian Lusine Moshkounian, Attorney-in-Fact 06/30/2026 Members GP, LLC /s/ Lusine Moshkounian Lusine Moshkounian, Attorney-in-Fact 06/30/2026 Marco W. Hellman /s/ Lusine Moshkounian Lusine Moshkounian, Attorney-in-Fact 06/30/2026