HMI Capital Management, L.P. → nCino, Inc. NCNO

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.