{"url_path":"/sec/ncno/8-k/2026-06-22/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1902733/0001193125-26-277659-index.html","accession_number":"0001193125-26-277659","cik":"0001902733","ticker":"NCNO","issuer_name":"nCino, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1902733/0001193125-26-277659-index.html","primary_entity_key":"0001902733","primary_entity_name":"nCino, Inc."},"word_count":251,"has_tables":true,"body_markdown":"Item 5.03\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nAs discussed below under Item 5.07, on June 18, 2026, the stockholders of nCino, Inc., a Delaware corporation (the “Company”), approved a proposal to amend and restate (the “Amendment”) the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”) to permit stockholders to remove any director from office with or without cause, which is required to conform the Charter to the requirements of the Delaware General Corporation Law following the completion of the declassification of the board of directors (the “Board”) as of the 2028 annual meeting of stockholders (the “Declassification”). The Declassification was previously approved by the Company’s stockholders at the 2025 annual meeting of stockholders. The Amendment is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2026 (such filing, as amended by the additional and revised proxy materials filed thereafter in connection therewith, the “Proxy Statement”). The Amendment was previously approved by the Board and became effective upon the filing of the Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Certificate of Incorporation”) with the Secretary of State of the State of Delaware on June 18, 2026. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth A&R Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference."}