BillionToOne (NASDAQ: BLLN) investors approve directors and PwC at 2026 meeting

Rhea-AI Filing Summary

BillionToOne, Inc. reported the results of its Annual Meeting of Stockholders held on June 10, 2026. Stockholders voted as a single class, with Class A shares carrying one vote each and Class B shares carrying 15 votes each, based on 41,442,114 Class A and 4,552,650 Class B shares outstanding as of April 17, 2026.

Two Class I directors were elected to terms ending at the 2029 annual meeting. Oguzhan Atay received 76,387,783 votes for and 348,276 withheld, while Akshay Rai received 76,297,791 votes for and 438,268 withheld; each proposal recorded 562,085 broker non-votes.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 77,277,103 votes for, 197 against, and 20,844 abstentions. No broker non-votes were recorded on this routine proposal.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Class A shares entitled to vote: 41,442,114 shares Class B shares entitled to vote: 4,552,650 shares Votes for Oguzhan Atay: 76,387,783 votes +4 more

7 metrics

Class A shares entitled to vote 41,442,114 shares Outstanding as of record date April 17, 2026

Class B shares entitled to vote 4,552,650 shares Outstanding as of record date April 17, 2026

Votes for Oguzhan Atay 76,387,783 votes Election as Class I director

Votes for Akshay Rai 76,297,791 votes Election as Class I director

Votes for PwC ratification 77,277,103 votes Auditor for year ending December 31, 2026

Votes against PwC ratification 197 votes Auditor ratification proposal

Abstentions on PwC ratification 20,844 votes Auditor ratification proposal

Key Terms

broker non-votes, emerging growth company, independent registered public accounting firm, record date

4 terms

broker non-votes financial

"As a routine proposal under applicable rules, no broker non-votes were recorded"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"Only stockholders of record as of the close of business on April 17, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

FALSE000207084900020708492026-06-102026-06-10

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): June 10, 2026

___________________________________

BillionToOne, Inc.

(Exact name of Registrant as specified in its charter)

___________________________________

Delaware			001-42934			81-1082020
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1035 O’Brien Drive

Menlo Park, CA 94025

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (650) 460-2551

(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			Name of each exchange on which registered
Class A common stock, par value $0.00001 per share			BLLN			The Nasdaq Stock Market LLC

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 21, 2026.

Only stockholders of record as of the close of business on April 17, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 41,442,114 shares of the Company’s Class A common stock (“Class A Common Stock”) and 4,552,650 shares of the Company’s Class B common stock (“Class B Common Stock”) were outstanding and entitled to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, the holders of our Class A Common Stock had the right to one vote for each share of Class A Common Stock they held as of the record date and the holders of our Class B Common Stock had the right to 15 votes for each share of Class B Common Stock they held as of the record date. The holders of our Class A Common Stock and Class B Common Stock voted as a single class on all matters presented at the Annual Meeting.

The tabulation of the stockholders' votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of two directors to serve as Class I directors until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified:

Name			For			Withheld			Broker Non-Votes
Oguzhan Atay			76,387,783			348,276			562,085
Akshay Rai			76,297,791			438,268			562,085

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For			Against			Abstentions
77,277,103			197			20,844

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

BillionToOne, Inc.

Date:

June 16, 2026

By:

/s/ Ross Taylor

Name:

Ross Taylor

Title:

Chief Financial Officer

FAQ

What did BillionToOne (BLLN) stockholders vote on at the June 2026 annual meeting?

BillionToOne stockholders voted on electing two Class I directors and ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. Both director nominees were elected and the auditor ratification proposal received strong support.

How many shares of BillionToOne (BLLN) were entitled to vote at the 2026 annual meeting?

As of the April 17, 2026 record date, 41,442,114 shares of Class A common stock and 4,552,650 shares of Class B common stock were outstanding and entitled to vote. Class A carried one vote per share and Class B carried 15 votes per share.

What were the vote results for the BillionToOne (BLLN) director elections in 2026?

Oguzhan Atay received 76,387,783 votes for and 348,276 withheld, with 562,085 broker non-votes. Akshay Rai received 76,297,791 votes for and 438,268 withheld, also with 562,085 broker non-votes. Both were elected as Class I directors through the 2029 annual meeting.

How did BillionToOne (BLLN) stockholders vote on ratifying PricewaterhouseCoopers as auditor?

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 77,277,103 votes for, 197 votes against, and 20,844 abstentions. As a routine proposal, there were no broker non-votes recorded on this item.

How do Class A and Class B shares vote at BillionToOne (BLLN)?

At the 2026 meeting, holders of Class A common stock had one vote per share, while holders of Class B common stock had 15 votes per share. Both classes voted together as a single class on all proposals presented at the meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB