SCHEDULE 13D/A 0000902664-24-005919 0001469026 XXXXXXXX LIVE 1 Common Stock, $0.0005 par value 02/09/2025 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 6782138.00 0.00 6782138.00 6782138.00 N 5.9 PN 0001469026 N HMI Capital Management, L.P. AF N DE 0.00 6782138.00 0.00 6782138.00 6782138.00 N 5.9 IA Y HMI Capital Fund GP, LLC AF N DE 0.00 6782138.00 0.00 6782138.00 6782138.00 N 5.9 HC Y Members GP, LLC AF N DE 0.00 6782138.00 0.00 6782138.00 6782138.00 N 5.9 HC 0001294991 N Marco W. Hellman AF N X1 0.00 6782138.00 0.00 6782138.00 6782138.00 N 5.9 IN Common Stock, $0.0005 par value nCino, Inc. 6770 PARKER FARM DRIVE WILMINGTON NC 28405 This Amendment No. 1 ("Amendment No. 1") 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. 1 amends Items 2(a) and (c), 4, 5(a)-(c), 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. Item 2(a) is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) HMI Capital Partners, L.P. (the "Fund"), a Delaware limited partnership; (ii) HMI Capital Management, L.P. ("HMI"), a Delaware limited partnership; (iii) HMI Capital Fund GP, LLC ("Fund GP"), a Delaware limited liability company; (iv) Members GP, LLC ("Members GP"), a Delaware limited liability company; and (v) Marco W. Hellman ("Mr. Hellman"), a United States citizen. Radhakrishnan Raman Mahendran, Justin C. Nyweide ("Mr. Nyweide"), and Avery J. Schwartz are no longer "Reporting Persons" on this Schedule 13D as they are not deemed to be beneficial owners pursuant to Section 13(d) of the Exchange Act of the shares of Common Stock reported herein. Item 2(c) is hereby amended and restated in its entirety as follows: The principal business of the Fund is serving as a private investment fund. The principal business of HMI is serving as the investment adviser to the Fund and other investment funds. The principal business of Fund GP is serving as the General Partner of the Fund and other investment funds. The principal business of Members GP is serving as the general partner of HMI. The principal business of Mr. Hellman is serving as Founder, Managing Partner, and member of the Investment and Management Committee of HMI. Mr. Hellman also serves as the Managing Member of each of Members GP and Fund GP. Item 4 is hereby amended and supplemented as follows: On February 9, 2025, HMI entered into a cooperation agreement with the Issuer (the "Cooperation Agreement"). Pursuant to the Cooperation Agreement, the Issuer (i) shall take all necessary actions to increase the size of the Board and appoint Mr. Nyweide as a Class II director, effective upon the execution and delivery of the Cooperation Agreement, and (ii) agreed to include Mr. Nyweide in the Issuer's slate of nominees for election as directors of the Issuer at the Issuer's 2025 annual meetings of stockholders. The Cooperation Agreement also contemplates Mr. Nyweide's appointment to the Audit Committee of the Board, subject to the satisfaction of certain conditions. The Cooperation Agreement also includes customary standstill provisions, subject to certain exceptions, including (i) restrictions on HMI's and its affiliates' ability to acquire additional shares of the Common Stock to the extent such acquisition would cause HMI to beneficially own more than 9.9% of the outstanding Common Stock and (ii) a requirement that the Reporting Persons vote their shares of Common Stock at each meeting of stockholders of the Issuer in accordance with the Board's recommendations. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 99.2 to this Schedule 13D and is incorporated by reference into this Item 4. Item 5(a) is hereby amended and restated in its entirety as follows: See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person. This includes, subject to Mr. Nyweide's continued service on the Board, (i) 2,195 shares of restricted stock ("RSUs") granted to Mr. Nyweide for his service on the Board that vest in full on the earlier of June 20, 2025 and the date of the next annual meeting of stockholders of the Issuer and (ii) 6,165 RSUs that vest in three equal annual installments starting on February 10, 2026. Mr. Nyweide is deemed to hold the RSUs for the benefit of the Fund. The percentages used in this Schedule 13D are calculated based upon 115,793,932 shares of Common Stock outstanding as of November 29, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer with the SEC on December 4, 2024. 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: No transactions in shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days. Item 6 is hereby amended and supplemented by the addition of the following: Items 4 and 5(a) of this Amendment No. 1 are hereby incorporated by reference herein. Exhibit 99.2: Cooperation Agreement, dated February 9, 2025 (incorporated by reference to Exhibit 10.1 of the Issuer's Form 8-K, filed with the SEC on February 10, 2025). HMI Capital Partners, L.P. /s/ Lusine Moshkounian 02/11/2025 HMI Capital Management, L.P. /s/ Lusine Moshkounian 02/11/2025 HMI Capital Fund GP, LLC /s/ Lusine Moshkounian 02/11/2025 Members GP, LLC /s/ Lusine Moshkounian 02/11/2025 Marco W. Hellman /s/ Lusine Moshkounian 02/11/2025