BillionToOne CTO converts, gifts 20K shares
BillionToOne CTO David Tsao converted 20,000 Class B shares to Class A, then gifted 20,000 Class A shares, while retaining over 2.3 million Class B shares.
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Form Type
4
Rhea-AI Filing Summary
BillionToOne, Inc. (BLLN) director and Chief Technology Officer David Tsao reported a series of internal equity moves. On September 3, 2026, he converted 20,000 shares of Class B common stock into 20,000 shares of Class A common stock at a 1:1 ratio, leaving 2,305,108 Class B shares held directly. On September 8, 2026, he made a bona fide gift of 20,000 Class A shares at a reported price of $0.00 per share. Class B shares are convertible into Class A on a one-for-one basis at the holder’s option and will automatically convert on specified future events. No Rule 10b5-1 trading plan is reported for these transactions.
Insider Trade Summary
20,000 shares exercised/converted
Exercise
3 txns
Insider
Tsao David
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock | 20,000 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F2 | 20,000 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1 | 20,000 | $0.00 | $0.00 |
Holdings After Transaction:
Class B Common Stock — 2,305,108 contracts (Direct);
Class A Common Stock — 1,000 shares (Direct)
Footnotes (2)
- F1. These shares of Class B common stock were converted at a 1:1 ratio for shares of Class A common stock at the option of the holder.
- F2. Each share of Class B Common Stock is convertible into one share of Class A common stock at the option of the holder. Class B common stock will convert automatically on a one-for-one basis into shares of the Issuer's Class A common stock upon the earliest of (i) seven years from the date of filing of the amended and restated certificate of incorporation, in connection with the Offering and (ii) the date specified by a vote of the holders of Class B common stock representing a majority of the outstanding shares of Class B common stock.
Key Figures
Class A shares gifted: 20,000 shares
Class B shares converted: 20,000 shares
Class B holdings after conversion: 2,305,108 shares
+3 more
6 metrics
Class A shares gifted
20,000 shares
Bona fide gift of Class A common stock on September 8, 2026
Class B shares converted
20,000 shares
Conversion of Class B into Class A on September 3, 2026
Class B holdings after conversion
2,305,108 shares
Direct Class B common stock held after September 3, 2026 transaction
Conversion ratio
1 Class B share for 1 Class A share
Each Class B share convertible into one Class A share at holder’s option
Reported gift price
$0.00 per share
Bona fide gift of 20,000 Class A shares on September 8, 2026
Automatic conversion timing trigger
7 years
Automatic Class B to Class A conversion seven years from amended and restated charter filing
Key Terms
bona fide gift, Conversion of derivative security, Class B common stock, amended and restated certificate of incorporation
4 terms
bona fide gift financial
"The September 8, 2026 transaction is described as a bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Conversion of derivative security financial
"The September 3, 2026 entries are coded as Conversion of derivative security"
Class B common stock financial
"Each share of Class B common stock is convertible into one share of Class A"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
amended and restated certificate of incorporation regulatory
"Automatic conversion is tied to the amended and restated certificate of incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did BLLN’s CTO David Tsao report on this Form 4?
He reported converting 20,000 Class B shares into 20,000 Class A shares on September 3, 2026, and then making a bona fide gift of 20,000 Class A shares on September 8, 2026.
Were BLLN insider transactions made under a Rule 10b5-1 trading plan?
The document-level Rule 10b5-1 checkbox is not checked, and there is no footnote indicating a plan, so no Rule 10b5-1 trading plan is reported for these transactions.
What automatic conversion features apply to BillionToOne (BLLN) Class B common stock?
Class B common stock will convert into Class A on a one-for-one basis upon the earliest of seven years from filing of the amended and restated certificate of incorporation in connection with the offering, or a majority vote of Class B holders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
