nCino, Inc. — Form 10-Q

nCino adopted Second Amended and Restated Bylaws effective August 19, 2026. Key changes include: stricter director nomination windows (90–120 days pre-anniversary, with 10-day cure period for defects); expanded stockholder disclosure requirements for nominees and business proposals (including derivative instruments, short interests, and competitor positions); elimination of stockholder written consent (except preferred stock); and exclusive Delaware Chancery Court forum for internal corporate claims. The bylaws tighten governance controls and raise barriers to activist nominations and shareholder activism.