NeoTribe funds restructure BillionToOne stake

NeoTribe-affiliated funds and entities, each a 10% owner of BillionToOne, Inc., reported internal restructuring transactions in Class A Common Stock.

Rhea-AI Filing Summary

NeoTribe-affiliated funds and entities, each a 10% owner of BillionToOne, Inc., reported internal restructuring transactions in Class A Common Stock. On May 11, 2026, they executed J-code “other” transactions totaling 465,607 shares, classified as pro-rata, in-kind distributions to partners and members for no additional consideration.

These moves shifted shares among related funds and their investors at a stated price of $0.00 per share, changing how holdings are allocated between direct and indirect ownership but not reflecting open-market purchases or sales of BLLN stock.

Insider Trade Summary

Other: 465,607 shares

Other 10 txns

Insider NeoTribe Ventures I, L.P., Neotribe Ignite Fund I, L.P., Neotribe SPV I BTO, LLC, NeoTribe Associates I, L.P., Neotribe Ignite Partners I, LLC, Neotribe Partners SPV I BTO, LLC, NeoTribe Partners I, LLC

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Class A Common Stock	129,780	$0.00	$0.00
Other	Class A Common Stock	7,980	$0.00	$0.00
Other	Class A Common Stock	7,980	$0.00	$0.00
Other	Class A Common Stock	24,222	$0.00	$0.00
Other	Class A Common Stock	1,425	$0.00	$0.00
Other	Class A Common Stock	1,425	$0.00	$0.00
Other	Class A Common Stock	271,028	$0.00	$0.00
Other	Class A Common Stock	5,423	$0.00	$0.00
Other	Class A Common Stock	5,423	$0.00	$0.00
Other	Class A Common Stock	10,921	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 0 shares (Indirect, See Footnote); Class A Common Stock — 98,283 shares (Direct)

Footnotes (17)

1. F1. Represents a pro-rata, in-kind distribution by Neotribe Ignite Fund I, L.P. ("NTIF I") to its partners, for no additional consideration.
2. F2. The reported security is directly held by NTIF I. Neotribe Ignite Partners I, LLC ("NTIP I") is the general partner of NTIF I. Krishna Kittu Kolluri ("Kolluri") is the managing member of NTIP I and therefore may be deemed to have voting and dispositive power over the shares held by NTIF I. Kolluri disclaims beneficial ownership of the shares held by NTIF I except to the extent of his pecuniary interest therein.
3. F3. The shares were obtained pursuant to a pro-rata, in-kind distribution from NTIF I, for no additional consideration.
4. F4. The reported security is directly held by NTIP I. Kolluri is the managing member of NTIP I and therefore may be deemed to have voting and dispositive power over the shares held by NTIP I. Kolluri disclaims beneficial ownership of the shares held by NTIP I except to the extent of his pecuniary interest therein.
5. F5. Represents a pro-rata, in-kind distribution by NTIP I to its members and assignees, for no additional consideration.
6. F6. Represents a pro-rata, in-kind distribution by Neotribe SPV I BTO, LLC ("NT SPV I") to its members, for no additional consideration.
7. F7. The reported security is directly held by NT SPV I. Neotribe Partners SPV I BTO, LLC ("NTP SPV I") is the managing member of NT SPV I. Kolluri is the managing member of NTP SPV I and therefore may be deemed to have voting and dispositive power over the shares held by NT SPV I. Kolluri disclaims beneficial ownership of the shares held by NT SPV I except to the extent of his pecuniary interest therein.
8. F8. The shares were obtained pursuant to a pro-rata, in-kind distribution from NT SPV I, for no additional consideration.
9. F9. The reported security is directly held by NTP SPV I. Kolluri is the managing member of NTP SPV I and therefore may be deemed to have voting and dispositive power over the shares held by NTP SPV I. Kolluri disclaims beneficial ownership of the shares held by NTP SPV I except to the extent of his pecuniary interest therein.
10. F10. Represents a pro-rata, in-kind distribution by NTP SPV I to its members and assignees, for no additional consideration.
11. F11. Represents a pro-rata, in-kind distribution by NeoTribe Ventures I, L.P. ("NTV I") to its partners, for no additional consideration.
12. F12. The reported security is directly held by NTV I, for itself. NeoTribe Partners I, LLC ("NTP I") is the general partner of NTV I. Kolluri is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTV I. Kolluri disclaims beneficial ownership of the shares held by NTV I except to the extent of his pecuniary interest therein.
13. F13. The shares were obtained pursuant to a pro-rata, in-kind distribution from NTV I, for no additional consideration.
14. F14. The reported security is directly held by NTP I. Kolluri is the managing member of NTP I and therefore may be deemed to have voting and dispositive power over the shares held by NTP I. Kolluri disclaims beneficial ownership of the shares held by NTP I except to the extent of his pecuniary interest therein.
15. F15. Represents a pro-rata, in-kind distribution by NTP I to its members and assignees, for no additional consideration.
16. F16. Represents a pro-rata, in-kind distribution by NeoTribe Associates I, L.P. ("NTA I") to its partners, for no additional consideration.
17. F17. The reported security is directly held by NTV I, as nominee for NTA I. NTP I is the general partner of NTA I. Kolluri is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTA I. Kolluri disclaims beneficial ownership of the shares held by NTA I except to the extent of his pecuniary interest therein.

Key Figures

Restructuring shares: 465,607 shares Price per share: $0.00 per share NeoTribe Ventures I holding: 2,439,258 shares +2 more

5 metrics

Restructuring shares 465,607 shares Total shares in J-code restructuring transactions

Price per share $0.00 per share Stated transaction price for all reported movements

NeoTribe Ventures I holding 2,439,258 shares Class A Common Stock directly held after a J-code transaction

NeoTribe Ignite Fund I holding 98,283 shares Class A Common Stock directly held after a J-code transaction

Indirect holding example 1,168,019 shares Class A Common Stock indirectly held after an internal distribution

Key Terms

pro-rata, in-kind distribution, beneficial ownership, dispositive power, ten percent owner, +1 more

5 terms

pro-rata, in-kind distribution financial

"Represents a pro-rata, in-kind distribution by Neotribe Ignite Fund I, L.P. to its partners"

beneficial ownership financial

"Kolluri disclaims beneficial ownership of the shares held by NTIF I except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"may be deemed to have voting and dispositive power over the shares held by NTIF I"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

ten percent owner financial

"each reporting person is indicated as a ten percent owner of BillionToOne, Inc."

pecuniary interest financial

"Kolluri disclaims beneficial ownership... except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NeoTribe entities report in this BillionToOne (BLLN) Form 4?

NeoTribe-affiliated 10% owners reported J-code “other” transactions in BillionToOne Class A Common Stock. These were internal restructurings and pro-rata, in-kind distributions of 465,607 shares among funds and investors, with no cash consideration and no open-market buying or selling.

Were any BillionToOne (BLLN) shares bought or sold on the market in this filing?

No open-market buys or sells were reported. All transactions used code J for “other acquisition or disposition” and footnotes describe pro-rata, in-kind distributions for no additional consideration, indicating internal reallocations rather than market trading activity in BillionToOne stock.

How many BillionToOne shares were affected by NeoTribe’s restructuring?

A total of 465,607 BillionToOne Class A Common Stock shares were involved in the restructuring. This figure comes from the transaction summary, which classifies all ten reported transactions as restructuring-type movements rather than standard purchases, sales, or option exercises.

What does a pro-rata, in-kind distribution mean for BillionToOne (BLLN) holders?

A pro-rata, in-kind distribution means fund investors receive their share of existing BillionToOne stock, not cash. The filing notes multiple such distributions among NeoTribe entities, reallocating ownership of shares without changing the total number of BillionToOne shares outstanding or involving market trades.

What role does Krishna Kittu Kolluri have in these BillionToOne-related entities?

Footnotes state Krishna Kittu Kolluri is managing member of various NeoTribe general partners and managing members, with potential voting and dispositive power over shares. However, he disclaims beneficial ownership of those BillionToOne shares except to the extent of his pecuniary interest in the entities.

Did the NeoTribe funds pay anything for the BillionToOne shares distributed?

No additional consideration was paid for these BillionToOne shares. Footnotes repeatedly state the shares were distributed pro-rata and in kind by the NeoTribe funds and entities to partners, members, and assignees for no additional consideration, indicating purely internal reallocations of existing holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 02:23 PM EDT Learn about SEC filing dates

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

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^*

NeoTribe Ventures I, L.P.

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BillionToOne, Inc. [ BLLN ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/11/2026		J(1)		129,780	D	$0	1,168,019	I	See Footnote(2)
Class A Common Stock	05/11/2026		J(3)		7,980	A	$0	7,980	I	See Footnote(4)
Class A Common Stock	05/11/2026		J(5)		7,980	D	$0	0	I	See Footnote(4)
Class A Common Stock	05/11/2026		J(6)		24,222	D	$0	217,994	I	See Footnote(7)
Class A Common Stock	05/11/2026		J(8)		1,425	A	$0	1,425	I	See Footnote(9)
Class A Common Stock	05/11/2026		J(10)		1,425	D	$0	0	I	See Footnote(9)
Class A Common Stock	05/11/2026		J(11)		271,028	D	$0	2,439,258	D(12)
Class A Common Stock	05/11/2026		J(13)		5,423	A	$0	5,423	I	See Footnote(14)
Class A Common Stock	05/11/2026		J(15)		5,423	D	$0	0	I	See Footnote(14)
Class A Common Stock	05/11/2026		J(16)		10,921	D	$0	98,283	D(17)

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

1. Name and Address of Reporting Person^*

NeoTribe Ventures I, L.P.

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Neotribe Ignite Fund I, L.P.

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Neotribe SPV I BTO, LLC

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NeoTribe Associates I, L.P.

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Neotribe Ignite Partners I, LLC

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Neotribe Partners SPV I BTO, LLC

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NeoTribe Partners I, LLC

(Last) (First) (Middle)

1300 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CALIFORNIA 94025

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents a pro-rata, in-kind distribution by Neotribe Ignite Fund I, L.P. ("NTIF I") to its partners, for no additional consideration.

2. The reported security is directly held by NTIF I. Neotribe Ignite Partners I, LLC ("NTIP I") is the general partner of NTIF I. Krishna Kittu Kolluri ("Kolluri") is the managing member of NTIP I and therefore may be deemed to have voting and dispositive power over the shares held by NTIF I. Kolluri disclaims beneficial ownership of the shares held by NTIF I except to the extent of his pecuniary interest therein.

3. The shares were obtained pursuant to a pro-rata, in-kind distribution from NTIF I, for no additional consideration.

4. The reported security is directly held by NTIP I. Kolluri is the managing member of NTIP I and therefore may be deemed to have voting and dispositive power over the shares held by NTIP I. Kolluri disclaims beneficial ownership of the shares held by NTIP I except to the extent of his pecuniary interest therein.

5. Represents a pro-rata, in-kind distribution by NTIP I to its members and assignees, for no additional consideration.

6. Represents a pro-rata, in-kind distribution by Neotribe SPV I BTO, LLC ("NT SPV I") to its members, for no additional consideration.

7. The reported security is directly held by NT SPV I. Neotribe Partners SPV I BTO, LLC ("NTP SPV I") is the managing member of NT SPV I. Kolluri is the managing member of NTP SPV I and therefore may be deemed to have voting and dispositive power over the shares held by NT SPV I. Kolluri disclaims beneficial ownership of the shares held by NT SPV I except to the extent of his pecuniary interest therein.

8. The shares were obtained pursuant to a pro-rata, in-kind distribution from NT SPV I, for no additional consideration.

9. The reported security is directly held by NTP SPV I. Kolluri is the managing member of NTP SPV I and therefore may be deemed to have voting and dispositive power over the shares held by NTP SPV I. Kolluri disclaims beneficial ownership of the shares held by NTP SPV I except to the extent of his pecuniary interest therein.

10. Represents a pro-rata, in-kind distribution by NTP SPV I to its members and assignees, for no additional consideration.

11. Represents a pro-rata, in-kind distribution by NeoTribe Ventures I, L.P. ("NTV I") to its partners, for no additional consideration.

12. The reported security is directly held by NTV I, for itself. NeoTribe Partners I, LLC ("NTP I") is the general partner of NTV I. Kolluri is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTV I. Kolluri disclaims beneficial ownership of the shares held by NTV I except to the extent of his pecuniary interest therein.

13. The shares were obtained pursuant to a pro-rata, in-kind distribution from NTV I, for no additional consideration.

14. The reported security is directly held by NTP I. Kolluri is the managing member of NTP I and therefore may be deemed to have voting and dispositive power over the shares held by NTP I. Kolluri disclaims beneficial ownership of the shares held by NTP I except to the extent of his pecuniary interest therein.

15. Represents a pro-rata, in-kind distribution by NTP I to its members and assignees, for no additional consideration.

16. Represents a pro-rata, in-kind distribution by NeoTribe Associates I, L.P. ("NTA I") to its partners, for no additional consideration.

17. The reported security is directly held by NTV I, as nominee for NTA I. NTP I is the general partner of NTA I. Kolluri is the managing member of NTP I and therefore may be deemed to hold voting and dispositive power over the shares held by NTA I. Kolluri disclaims beneficial ownership of the shares held by NTA I except to the extent of his pecuniary interest therein.

Remarks:

This Form 4 is one of two Form 4s filed in respect of the distribution of these shares held of record by NTIF I, NT SPV I, NTV I and NTA I. The Reporting Person for the other Form 4 is Krishna Kittu Kolluri.

	NeoTribe Ventures I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	05/13/2026
	NeoTribe Associates I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	05/13/2026
	Neotribe Ignite Fund I, L.P., by: Neotribe Ignite Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	05/13/2026
	Neotribe SPV I BTO, LLC, by: Neotribe Partners SPV I BTO, LLC, its managing member, by: /s/ Krishna Kolluri, Managing Member	05/13/2026
	NeoTribe Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member	05/13/2026
	Neotribe Ignite Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member	05/13/2026
	Neotribe Partners SPV I BTO, LLC, by: /s/ Krishna Kolluri, Managing Member	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)