BlackLine (NASDAQ: BL) CFO reports 1,759-share tax withholding event

Rhea-AI Filing Summary

BLACKLINE, INC. Chief Financial Officer Patrick Villanova reported share dispositions that were solely to cover tax obligations on vested restricted stock units. A total of 1,759 common shares were withheld at $30.84 per share for taxes, and he now directly holds 134,322 common shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Villanova Patrick

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	259	$30.84	$8K
Tax Withholding	Common Stock	300	$30.84	$9K
Tax Withholding	Common Stock	1,200	$30.84	$37K

Holdings After Transaction: Common Stock — 134,322 shares (Direct, null)

Footnotes (1)

1. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units. Includes 459 shares acquired on May 8, 2026, through the Issuer's Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Key Figures

Tax-withheld shares: 1,759 shares Withholding price: $30.84 per share Post-transaction holdings: 134,322 shares +1 more

4 metrics

Tax-withheld shares 1,759 shares Shares withheld on May 20, 2026 to cover tax liability

Withholding price $30.84 per share Price used for tax-withholding dispositions on May 20, 2026

Post-transaction holdings 134,322 shares Direct BlackLine common stock held after reported transactions

ESPP acquisition 459 shares Shares acquired May 8, 2026 via Employee Stock Purchase Plan

Key Terms

restricted stock units, Employee Stock Purchase Plan, tax liability, Rule 16b-3(d), +1 more

5 terms

restricted stock units financial

"tax liability in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Employee Stock Purchase Plan financial

"Includes 459 shares acquired on May 8, 2026, through the Issuer's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax liability financial

"shares were withheld to cover the Reporting Person's tax liability in connection with the vesting"

Rule 16b-3(d) regulatory

"transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Villanova Patrick

(Last) (First) (Middle)

21300 VICTORY BLVD., 12TH FLOOR

(Street)

WOODLAND HILLS CALIFORNIA 91367

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BLACKLINE, INC. [ BL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/20/2026		F		259(1)	D	$30.84	134,322	D
Common Stock	05/20/2026		F		300(1)	D	$30.84	134,022	D
Common Stock	05/20/2026		F		1,200(1)	D	$30.84	132,822(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units.

2. Includes 459 shares acquired on May 8, 2026, through the Issuer's Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

	/s/ Karole Morgan-Prager, Attorney-in-Fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did BlackLine (BL) CFO Patrick Villanova report on this Form 4?

Patrick Villanova reported share dispositions related to tax withholding, not open-market selling. On May 20, 2026, 1,759 BlackLine common shares were withheld at $30.84 per share to satisfy tax liabilities tied to vesting restricted stock units.

Were the BlackLine (BL) CFO’s transactions open-market sales of stock?

No, the transactions were not open-market sales. All reported dispositions were coded “F,” meaning shares were withheld by the company to pay tax liabilities in connection with restricted stock unit vesting, rather than being sold by the CFO in the market.

How many BlackLine (BL) shares does the CFO hold after these transactions?

After the tax-withholding dispositions, Patrick Villanova directly holds 134,322 shares of BlackLine common stock. This figure reflects his updated ownership following the 1,759 shares withheld on May 20, 2026 to cover tax obligations on vested restricted stock units.

What triggered the tax-withholding share dispositions for BlackLine (BL) CFO?

The dispositions were triggered by the vesting of restricted stock units. When these units vested, 1,759 shares of BlackLine common stock were withheld by the issuer to cover the CFO’s tax liability, as explicitly noted in the Form 4 footnote description.

What does the Form 4 say about the BlackLine (BL) Employee Stock Purchase Plan?

The Form 4 notes that the CFO’s holdings include 459 shares acquired on May 8, 2026 through BlackLine’s Employee Stock Purchase Plan. This acquisition was described as exempt under Rule 16b-3(d) and Rule 16b-3(c), reflecting a routine employee purchase program.