BlackLine (BL) founder logs PRSU vesting and share tax withholding

Rhea-AI Filing Summary

BLACKLINE, INC. founder and director Therese Tucker reported equity compensation activity in company common stock. On February 20, 2026, three tranches of performance-based restricted stock units vested into 21,761, 9,332, and 11,225 shares at a reference price of $36.15 per share, following achievement of fiscal 2023, 2024, and 2025 performance targets set at grant.

To cover related tax liabilities and exercise costs, 31,786 shares were disposed of through share withholding rather than market sales. After these transactions, Tucker directly holds 361,660 common shares and also reports indirect holdings through various family and charitable trusts, including 1,509,881 shares in the Brian and Therese Tucker Living Trust and 874,128 shares in the Tucker Legacy Trust.

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

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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^*

Tucker Therese

(Last) (First) (Middle)

21300 VICTORY BLVD., 12TH FLOOR

(Street)

WOODLAND HILLS CA 91367

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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

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

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	02/20/2026		M		21,761(1)	A	$36.15	372,889	D
Common Stock	02/20/2026		M		9,332(2)	A	$36.15	382,221	D
Common Stock	02/20/2026		M		11,225(3)	A	$36.15	393,446	D
Common Stock	02/20/2026		F		31,786(4)	D	$36.15	361,660	D
Common Stock								100,178	I	Brian and Therese Tucker Charitable Remainder Trust
Common Stock								1,509,881	I	Brian and Therese Tucker Living Trust
Common Stock								54,074	I	Claire Seimetz 2015 Trust
Common Stock								577,200	I	Isaac Tucker 2012 Irrevocable Trust
Common Stock								577,200	I	Roseanna Tucker 2012 Irrevocable Trust
Common Stock								52,444	I	Tucker Family CLAT
Common Stock								874,128	I	Tucker Legacy Trust
Common Stock								129,897	I	Tucker Legacy Trust II
Common Stock								250,916	I	Tucker Seimetz Safety Net Grat

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 relate to the portion of a Performance Based Restricted Stock Unit ("PRSU") granted on March 7, 2023 that has vested based on the Issuer's achievement of certain fiscal 2023 performance targets that were set by the Compensation Committee at the time of grant.

2. The reported shares relate to the portion of a PRSU granted on March 17, 2024 that has vested based on the Issuer's achievement of certain fiscal 2024 performance targets that were set by the Compensation Committee at the time of grant.

3. The reported shares relate to the portion of a PRSU granted on April 2, 2025 that has vested based on the Issuer's achievement of certain fiscal 2025 performance targets that were set by the Compensation Committee at the time of grant.

4. The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of PRSUs and restricted stock units.

	/s/ Karole Morgan-Prager, Attorney-in-Fact	02/24/2026
	** 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).
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FAQ

What insider transactions did Therese Tucker report for BLACKLINE (BL)?

Therese Tucker reported vesting of three performance-based restricted stock unit tranches and related tax-withholding share dispositions. The activity reflects equity awards converting into common stock, with some shares withheld to satisfy tax obligations instead of being sold in the open market.

Were Therese Tucker’s BLACKLINE (BL) Form 4 transactions open-market buys or sells?

The Form 4 shows no open-market purchases or sales. Shares were acquired through vesting of performance-based restricted stock units and disposed of via share withholding to cover taxes and costs, a common non-market mechanism used for equity compensation settlements.

How many BLACKLINE (BL) shares does Therese Tucker now hold directly?

After the reported equity award vesting and tax-withholding disposition, Therese Tucker directly holds 361,660 shares of BlackLine common stock. This figure reflects her direct ownership only and excludes additional indirect holdings reported through various family and charitable trusts.

What indirect BLACKLINE (BL) share holdings are reported for Therese Tucker?

Therese Tucker reports indirect ownership in multiple trusts, including 1,509,881 shares held by the Brian and Therese Tucker Living Trust and 874,128 shares held by the Tucker Legacy Trust. Additional indirect positions are disclosed in several other family and charitable trust entities.

What do the M and F transaction codes mean in BLACKLINE (BL) founder’s Form 4?

Code M indicates shares acquired through exercise or conversion of derivative securities, here tied to vesting performance-based RSUs. Code F reflects shares withheld to pay exercise price or tax liabilities, meaning shares were surrendered for obligations rather than sold on the market.

Do Therese Tucker’s BLACKLINE (BL) Form 4 entries reflect performance-based vesting?

Yes. Footnotes state the reported shares relate to portions of performance-based RSUs granted in 2023, 2024, and 2025 that vested after BlackLine achieved specified fiscal performance targets set by the Compensation Committee at the time of each grant.