[Form 4] BLACKLINE, INC. Insider Trading Activity

Rhea-AI Filing Summary

BLACKLINE, INC. executive Karole Morgan-Prager reported equity award activity involving performance-based restricted stock units. On February 20, 2026, PRSUs granted in 2023, 2024, and 2025 vested upon achievement of performance targets, resulting in multiple common stock acquisitions. To satisfy related tax liabilities, 15,103 shares were withheld, leaving 119,149 common shares owned directly after these transactions.

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^*

Morgan-Prager Karole

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF LEGAL AND ADMINISTRATIVE

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		7,181(1)	A	$36.15	125,755	D
Common Stock	02/20/2026		M		3,857(2)	A	$36.15	129,612	D
Common Stock	02/20/2026		M		4,640(3)	A	$36.15	134,252	D
Common Stock	02/20/2026		F		15,103(4)	D	$36.15	119,149	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 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	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).
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.

FAQ

What insider transactions did BLACKLINE (BL) report for Karole Morgan-Prager?

Karole Morgan-Prager reported vesting of performance-based restricted stock units that converted into common shares, plus share withholding for taxes. These transactions reflect equity compensation mechanics rather than open-market buying or selling of BLACKLINE (BL) stock by the executive.

How many BLACKLINE (BL) shares were withheld for taxes in this Form 4?

The filing shows that 15,103 BLACKLINE (BL) common shares were withheld to cover the reporting person’s tax liability. This withholding occurred in connection with the vesting of performance-based restricted stock units and restricted stock units, not through an open-market sale.

What triggered the PRSU vesting reported by BLACKLINE (BL)?

The performance-based restricted stock units vested after BLACKLINE (BL) met fiscal performance targets set by the Compensation Committee. The awards were granted in 2023, 2024, and 2025 and vested based on the issuer’s achievement of specified performance goals for each corresponding fiscal year.

How many BLACKLINE (BL) shares does Karole Morgan-Prager own after these transactions?

After the reported vesting and tax-withholding transactions, Karole Morgan-Prager directly owns 119,149 BLACKLINE (BL) common shares. This figure reflects her updated direct beneficial ownership following the conversion of performance-based restricted stock units and the share withholding for associated tax obligations.

Were these BLACKLINE (BL) insider transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They reflect the exercise or conversion of performance-based restricted stock units into common stock and the related share withholding to pay taxes, a common structure for equity compensation at public companies like BLACKLINE (BL).