[8-K] BlackLine, Inc. Reports Material Event

Rhea-AI Filing Summary

DexCom, Inc. (DXCM) Form 144 filing discloses a proposed sale of 1,466 common shares by shareholder Sadie Stern through Morgan Stanley Smith Barney. The shares, valued at $130,459, are expected to be sold on or about 28 Jul 2025 on the NASDAQ. They represent roughly 0.0004 % of DexCom’s 392.1 million shares outstanding, implying minimal market impact.

The shares were acquired as restricted stock on 19 Nov 2023. In the last three months, the same holder completed four sales totaling 7,650 shares for $651,016 in gross proceeds, indicating an ongoing liquidation pattern. No other insiders or financial metrics are disclosed.

The filer affirms awareness of no undisclosed adverse information and notes potential reliance on a Rule 10b5-1 trading plan. Aside from insider-sale data, the filing contains no operational or earnings updates.

Positive

• Sale equals only 0.0004 % of shares outstanding, implying negligible dilution or market impact.
• Timely Rule 144 disclosure enhances transparency around insider trading activity.

Negative

• 7,650 shares already sold in the last three months may signal continued insider off-loading.
• No accompanying operational or financial update, leaving investors without context for the sales.

Insights

Securities Analyst

TL;DR: Minor DexCom insider sale (1,466 shares) is immaterial to float; pattern of recent sales worth $651k may draw scrutiny but lacks major impact.

The 1,466-share Form 144 equals only 0.0004 % of outstanding stock, so price pressure should be negligible. However, the filer has already liquidated 7,650 shares over the past quarter, signalling personal diversification or profit-taking. Because no company fundamentals are included, the filing does not alter the investment thesis. Overall impact: neutral.

Corporate Governance Expert

TL;DR: Filing shows compliant disclosure; continued sales could raise perception questions but remain within Rule 144 limits.

Timely Form 144 submission demonstrates adherence to SEC rules, giving markets visibility into insider activity. The fractional size versus float limits governance concern. Still, investors may monitor if sales persist or expand, as sustained insider selling can affect sentiment even when legally permitted.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 24, 2025

__________________________

BLACKLINE, INC.

(Exact name of registrant as specified in its charter)

__________________________

Delaware

001-37924

46-3354276

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

21300 Victory Boulevard, 12th Floor

Woodland Hills, California 91367

(Address of principal executive offices) (Zip Code)

(818) 223-9008

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01, par value

BL

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2025, the Board of Directors (the “Board”) of BlackLine, Inc. (the “Company”) appointed Gregory Hughes to serve as a member of the Board, with a term beginning on July 25, 2025. Mr. Hughes will serve in the class of directors whose term expires at the Company’s annual meeting of stockholders to be held in 2027. Mr. Hughes will also join the Compensation Committee of the Board (the “Compensation Committee”).

Mr. Hughes served as Chief Executive Officer and a board member of Veritas Technologies LLC, a leader in secure multi-cloud data management, from 2018 to 2024, when Veritas merged with Cohesity, a privately held AI-powered data security and management company. Mr. Hughes has served as a board member of Cohesity since the merger. From 2013 to 2016, Mr. Hughes served as the President and Chief Executive Officer of Serena Software, which was acquired by HGGC in 2014, and by Micro Focus International Plc. in 2016. Mr. Hughes has been a director of a number of public and privately held companies, including LogMeIn from 2011 to 2017. Mr. Hughes holds an M.B.A. from the Stanford University Graduate School of Business and received his B.A. and M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

In accordance with the Company’s amended and restated Outside Director Compensation Policy, the terms of which are described in the Company’s proxy statement for its 2025 annual meeting of stockholders, Mr. Hughes is entitled to cash and equity compensation for his service on the Board and the Compensation Committee. He will also enter into BlackLine’s standard form of indemnification agreement, which has been previously filed with the Securities and Exchange Commission.

There are no family relationships between Mr. Hughes and any director or executive officer of the Company, and Mr. Hughes has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number						Description
99.1						Press release issued by BlackLine, Inc., dated July 28, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BLACKLINE, INC.
Date: July 25, 2025			By:			/s/ Karole Morgan-Prager
						Karole Morgan-Prager
						Chief Legal and Administrative Officer

2

FAQ

How many DexCom (DXCM) shares are proposed for sale in this Form 144?

The filing covers 1,466 common shares with an estimated value of $130,459.

Who is the selling shareholder in the July 2025 DexCom Form 144?

The seller is Sadie Stern, who previously received the shares as restricted stock.

What percentage of DexCom’s outstanding shares does the 1,466-share sale represent?

Approximately 0.0004 % of the 392.1 million shares outstanding.

How many DexCom shares has the filer sold in the past three months?

The shareholder sold 7,650 shares across four transactions, generating $651,016 in gross proceeds.

When were the shares to be sold originally acquired?

The shares were acquired as restricted stock on 19 Nov 2023.