STOCK TITAN

BillionToOne CEO converts, gifts 20K shares

BillionToOne’s Chairman and CEO converted 20,000 Class B shares and gifted 20,000 Class A shares in early September 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BillionToOne, Inc. (BLLN) reports equity movements by Chairman and CEO Atay Oguzhan involving 20,000 shares. On September 8, 2026, 20,000 shares of Class B common stock were converted into 20,000 shares of Class A common stock at a 1:1 ratio, leaving 2,197,542 Class B shares held directly. On September 9, 2026, Oguzhan made a bona fide gift transfer of 20,000 Class A shares. Class B shares are convertible into Class A shares at the holder’s option and will automatically convert one-for-one upon specified future events.

Positive

  • None.

Negative

  • None.
Insider Atay Oguzhan
Role Chairman and CEO
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 — 2,197,542 contracts (Direct); Class A Common Stock — 0 shares (Direct)
Footnotes (2)
  1. 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.
  2. 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.
Class B shares converted 20,000 shares Class B common stock converted into Class A on September 8, 2026
Class A shares received from conversion 20,000 shares Class A common stock acquired via derivative conversion on September 8, 2026
Class A shares gifted 20,000 shares Bona fide gift of Class A common stock on September 9, 2026
Class B shares held after conversion 2,197,542 shares Direct Class B common stock holdings following the September 8, 2026 conversion
Conversion ratio 1:1 Each Class B common share convertible into one Class A common share at holder’s option
Gift transaction price $0.00 per share Reported price for the bona fide gift of 20,000 Class A shares
Bona fide gift financial
"The September 9, 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 8, 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

What insider transactions did BLLN’s Chairman and CEO report on this Form 4?

The Chairman and CEO of BLLN, Atay Oguzhan, reported converting 20,000 Class B shares into 20,000 Class A shares on September 8, 2026, and making a bona fide gift of 20,000 Class A shares on September 9, 2026.

How many Class B shares does the BLLN insider hold after the reported conversion?

After converting 20,000 Class B shares on September 8, 2026, Atay Oguzhan directly holds 2,197,542 Class B shares, according to the reported post-transaction holdings for that security.

What was the nature of the 20,000-share Class A transaction reported for BLLN?

The 20,000 Class A shares reported on September 9, 2026, were transferred as a bona fide gift. The transaction shows 20,000 shares disposed at a reported per-share price of $0.00, consistent with a non-cash gift transfer.

How are BLLN’s Class B shares convertible into Class A shares?

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 stock will also automatically convert one-for-one into Class A upon certain future events described in the company’s charter.

Were the BLLN insider’s transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan was affirmed for these transactions, so they are not reported as being made pursuant to such a pre-arranged trading plan.

Did the BLLN insider buy or sell shares for cash in this Form 4?

No cash purchases or sales are reported. The filing shows a conversion of 20,000 Class B to Class A shares and a bona fide gift of 20,000 Class A shares, with a reported per-share price of $0.00 on each transaction.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Atay Oguzhan

(Last)(First)(Middle)
C/O BILLIONTOONE, INC.
1035 O'BRIEN DRIVE

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/08/2026C(1)20,000A$0(1)20,000D
Class A Common Stock09/09/2026G20,000D$00D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)(2)09/08/2026C20,000 (2) (2)Class A Common Stock20,000$0(1)2,197,542D
Explanation of Responses:
1. 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.
2. 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.
Remarks:
/s/ Thomas P. Lynch, Attorney-in-Fact09/10/2026
** Signature of Reporting PersonDate
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)

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