BillionToOne (BLLN) NeoTribe funds move 465,607 shares in restructuring

Rhea-AI Filing Summary

Investment entities affiliated with NeoTribe, including NeoTribe Ventures and multiple related funds and LLCs, reported a series of internal restructuring transactions in BillionToOne, Inc. Class A Common Stock. All ten transactions were coded as “J” for other acquisitions or dispositions and totaled 465,607 shares, with a reported price of $0.00 per share, indicating no cash consideration.

Footnotes explain these were pro-rata, in-kind distributions by funds and special purpose vehicles such as Neotribe Ignite Fund I, L.P., Neotribe SPV I BTO, LLC, NeoTribe Ventures I, L.P., NeoTribe Associates I, L.P., and NeoTribe Partners I, LLC to their partners or members. Following these changes, one entity directly holds 2,168,230 shares and another indirectly holds 1,038,239 shares, while smaller indirect holdings of 193,772, 7,980, 5,423 and 1,425 shares are reported, reflecting a reallocation among affiliated investment vehicles rather than open-market trades.

Insider Trade Summary

10 transactions reported

Mixed 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 null | null | null | null | null | null | null

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

Holdings After Transaction: Class A Common Stock — 1,038,239 shares (Indirect, See Footnote); Class A Common Stock — 2,168,230 shares (Direct, null)

Footnotes (1)

1. Represents a pro-rata, in-kind distribution by Neotribe Ignite Fund I, L.P. ("NTIF I") to its partners, for no additional consideration. 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. The shares were obtained pursuant to a pro-rata, in-kind distribution from NTIF I, for no additional consideration. 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. Represents a pro-rata, in-kind distribution by NTIP I to its members and assignees, for no additional consideration. Represents a pro-rata, in-kind distribution by Neotribe SPV I BTO, LLC ("NT SPV I") to its members, for no additional consideration. 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. The shares were obtained pursuant to a pro-rata, in-kind distribution from NT SPV I, for no additional consideration. 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. Represents a pro-rata, in-kind distribution by NTP SPV I to its members and assignees, for no additional consideration. Represents a pro-rata, in-kind distribution by NeoTribe Ventures I, L.P. ("NTV I") to its partners, for no additional consideration. 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. The shares were obtained pursuant to a pro-rata, in-kind distribution from NTV I, for no additional consideration. 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. Represents a pro-rata, in-kind distribution by NTP I to its members and assignees, for no additional consideration. Represents a pro-rata, in-kind distribution by NeoTribe Associates I, L.P. ("NTA I") to its partners, for no additional consideration. 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 Largest direct holding: 2,168,230 shares Largest indirect holding: 1,038,239 shares +3 more

6 metrics

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

Largest direct holding 2,168,230 shares Class A Common Stock direct holding after 271,028-share transaction

Largest indirect holding 1,038,239 shares Indirect Class A holding after 129,780-share transaction

Medium indirect holding 193,772 shares Indirect Class A holding after 24,222-share transaction

Smaller direct holding 87,362 shares Direct Class A holding after 10,921-share transaction

Small indirect holding 7,980 shares Indirect Class A holding after matching 7,980-share transaction

Key Terms

pro-rata, in-kind distribution, beneficial ownership, voting and dispositive power, pecuniary interest, +2 more

6 terms

pro-rata, in-kind distribution financial

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

beneficial ownership financial

"Kolluri disclaims beneficial ownership of the shares held by NTIF I except to the extent of his pecuniary interest therein."

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.

voting and dispositive power financial

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

pecuniary interest financial

"disclaims beneficial ownership of the shares held by NT SPV I except to the extent of his pecuniary interest therein."

ten percent owner financial

"each reporting person is indicated as a ten percent owner of the issuer."

Class A Common Stock financial

"The transactions relate to BillionToOne, Inc. Class A Common Stock."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Form 4 Insider Transactions: What Each Field Means →

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

X

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)
06/09/2026

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	06/09/2026		J(1)		129,780	D	$0	1,038,239	I	See Footnote(2)
Class A Common Stock	06/09/2026		J(3)		7,980	A	$0	7,980	I	See Footnote(4)
Class A Common Stock	06/09/2026		J(5)		7,980	D	$0	0	I	See Footnote(4)
Class A Common Stock	06/09/2026		J(6)		24,222	D	$0	193,772	I	See Footnote(7)
Class A Common Stock	06/09/2026		J(8)		1,425	A	$0	1,425	I	See Footnote(9)
Class A Common Stock	06/09/2026		J(10)		1,425	D	$0	0	I	See Footnote(9)
Class A Common Stock	06/09/2026		J(11)		271,028	D	$0	2,168,230	D(12)
Class A Common Stock	06/09/2026		J(13)		5,423	A	$0	5,423	I	See Footnote(14)
Class A Common Stock	06/09/2026		J(15)		5,423	D	$0	0	I	See Footnote(14)
Class A Common Stock	06/09/2026		J(16)		10,921	D	$0	87,362	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	06/11/2026
	NeoTribe Associates I, L.P., by: NeoTribe Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	Neotribe Ignite Fund I, L.P., by: Neotribe Ignite Partners I, LLC, its general partner, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	Neotribe SPV I BTO, LLC, by: Neotribe Partners SPV I BTO, LLC, its managing member, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	NeoTribe Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	Neotribe Ignite Partners I, LLC, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	Neotribe Partners SPV I BTO, LLC, by: /s/ Krishna Kolluri, Managing Member	06/11/2026
	** 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)

FAQ

What insider transactions did NeoTribe entities report in BillionToOne (BLLN)?

NeoTribe-affiliated investment entities reported ten “J”-code transactions involving 465,607 Class A shares. These were internal restructuring moves, described as pro-rata, in-kind distributions among funds and members with no cash consideration, not open-market buying or selling.

Were the BillionToOne (BLLN) NeoTribe transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They were coded “J” as other acquisitions or dispositions and described as pro-rata, in-kind distributions among NeoTribe funds and their partners or members, with a reported price of $0.00 per share.

How many BillionToOne (BLLN) shares were involved in NeoTribe’s restructuring?

The filing shows 465,607 Class A Common Stock shares involved in the restructuring. These shares moved through a series of ten “J”-code transactions, all characterized as internal, pro-rata, in-kind distributions within NeoTribe’s investment structures rather than market trades.

Which NeoTribe entities are mentioned in the BillionToOne (BLLN) Form 4?

Entities include 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, and NeoTribe Partners I, LLC, all acting as investment vehicles holding BLLN shares.

What were the post-transaction BillionToOne (BLLN) holdings for key NeoTribe entities?

After the restructuring, one NeoTribe entity directly holds 2,168,230 shares, while another indirectly holds 1,038,239 shares. Additional indirect positions of 193,772, 87,362, 7,980, 5,423 and 1,425 shares are disclosed, reflecting reallocated stakes across affiliated vehicles.

Did NeoTribe or its principals receive cash from these BillionToOne (BLLN) transactions?

The filing reports a transaction price of $0.00 per share and footnotes state the moves were pro-rata, in-kind distributions for no additional consideration. This indicates the transactions were non-cash internal reallocations within NeoTribe-related entities.