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BlackLine (NYSE: BL) chief customer officer reports tax-share dispositions

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BLACKLINE, INC. Chief Customer Officer Jimmy C. Duan reported two non-market transactions related to equity compensation. On May 20, 2026, a total of 1,941 shares of common stock were disposed of at $30.84 per share to cover tax liabilities arising from the vesting of restricted stock units, as indicated by the F-code and footnote. These tax-withholding dispositions are not open-market sales. After these entries, Duan directly holds about 122,000 shares of BlackLine common stock, including 459 shares acquired on May 8, 2026 through the company’s Employee Stock Purchase Plan.

Positive

  • None.

Negative

  • None.

Insights

Routine tax withholding on equity awards with no open-market selling.

The transactions involve F-code dispositions covering tax obligations from vesting restricted stock units, at $30.84 per share. This mechanism delivers shares back to the issuer rather than into the open market, so it does not represent discretionary selling by the insider.

Total shares withheld for tax, 1,941, are small relative to Duan’s direct holdings of about 122,000 common shares. The filing also notes 459 shares acquired via the Employee Stock Purchase Plan on May 8, 2026, underscoring ongoing participation in company equity programs.

Insider Duan Jimmy C
Role Chief Customer Officer
Type Security Shares Price Value
Tax Withholding Common Stock 1,190 $30.84 $37K
Tax Withholding Common Stock 751 $30.84 $23K
Holdings After Transaction: Common Stock — 122,599 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).
Tax-withholding shares 1,941 shares Total F-code dispositions covering tax liability on May 20, 2026
First F-code lot 751 shares at $30.84/share Common stock withheld for taxes on May 20, 2026
Second F-code lot 1,190 shares at $30.84/share Common stock withheld for taxes on May 20, 2026
Holdings after transactions 122,599 shares Largest post-transaction direct holding shown for Jimmy C. Duan
ESPP acquisition 459 shares Shares acquired on May 8, 2026 via Employee Stock Purchase Plan
Reference share price $30.84/share Price used to value tax-withholding dispositions on May 20, 2026
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.
Rule 16b-3(d) regulatory
"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
"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.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Duan Jimmy C
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Customer 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/20/2026F1,190(1)D$30.84122,599D
Common Stock05/20/2026F751(1)D$30.84121,848(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact05/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did BlackLine (BL) executive Jimmy Duan report in this Form 4?

Jimmy C. Duan reported two F-code transactions where 1,941 BlackLine common shares were withheld at $30.84 per share. These shares covered tax liabilities from vesting restricted stock units, meaning they were not discretionary open-market sales but part of routine equity compensation administration.

Were the BlackLine (BL) Form 4 transactions open-market sales?

No, the transactions were not open-market sales. Both entries used transaction code F, indicating shares were delivered to cover tax liabilities on vesting restricted stock units. This tax-withholding disposition is a mechanical process rather than a decision to sell shares in the market.

How many BlackLine (BL) shares were withheld for taxes in this filing?

A total of 1,941 BlackLine common shares were withheld for taxes. The filing shows two F-code dispositions of 751 and 1,190 shares at $30.84 per share, and the transaction summary confirms 1,941 shares treated as tax-withholding transactions on that vesting date.

How many BlackLine (BL) shares does Jimmy Duan hold after these transactions?

After the reported tax-withholding dispositions, Jimmy C. Duan holds about 122,000 BlackLine common shares directly. The line items show post-transaction holdings of 121,848 and 122,599 shares, reflecting small adjustments while maintaining a substantial ongoing equity position in the company.

What does the ESPP footnote in the BlackLine (BL) Form 4 indicate?

The footnote states that Duan acquired 459 BlackLine shares on May 8, 2026 through the Employee Stock Purchase Plan. This purchase was exempt under Rule 16b-3(d) and Rule 16b-3(c), highlighting his continued participation in the company’s employee share purchase program.