SEC Form 4 · accession 0002088549-26-000002
BillionToOne, Inc. · BLLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oguzhan Atay
Officer — See Remarks · Director
Period of report
Jun 8, 2026
Accepted (ET)
Jun 10, 2026 · 8:35 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0002070849
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jun 8, 2026 | M | 20,000 | $2.80 | A | 20,000 | D | |
| Class A Common Stock | Jun 8, 2026 | M | 6,250 | $2.80 | A | 26,250 | D | |
| Class A Common Stock | Jun 8, 2026 | S | 79 | $100.87 | D | 26,171 | D | |
| Class A Common StockF2 | Jun 8, 2026 | S | 5,466 | $94.7627 | D | 20,705 | D | |
| Class A Common StockF3 | Jun 8, 2026 | S | 1,856 | $95.5898 | D | 18,849 | D | |
| Class A Common StockF4 | Jun 8, 2026 | S | 4,372 | $96.8921 | D | 14,477 | D | |
| Class A Common StockF5 | Jun 8, 2026 | S | 4,066 | $98.1209 | D | 10,411 | D | |
| Class A Common StockF6 | Jun 8, 2026 | S | 3,605 | $99.063 | D | 6,806 | D | |
| Class A Common StockF7 | Jun 8, 2026 | S | 556 | $99.9688 | D | 6,250 | D | |
| Class A Common Stock | Jun 8, 2026 | S | 6,250 | $100.00 | D | 0 | D | |
| Class A Common StockF8 | Jun 8, 2026 | C | 10,000 | $0.00 | A | 10,000 | D | |
| Class A Common Stock | Jun 9, 2026 | G | 10,000 | $0.00 | D | 0 | D | |
| Class A Common StockF9 | Jun 8, 2026 | S | 6,250 | $96.45 | D | 193,750 | I | By spouse |
| Class A Common StockF9 | Jun 8, 2026 | S | 6,250 | $100.00 | D | 187,500 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F10 | $2.80 | Jun 8, 2026 | M | 20,000 | D | — | Jun 7, 2031 | Class A Common Stock | 20,000 | 620,000 | D |
| Stock Option (right to buy)F10 | $2.80 | Jun 8, 2026 | M | 6,250 | D | — | Jun 7, 2031 | Class A Common Stock | 6,250 | 613,750 | D |
| Class B Common StockF8,F11 | — | Jun 8, 2026 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 2,217,542 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 6, 2026.
- F10The options are fully vested and exercisable.
- F11Each 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.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.300 to $95.280 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.320 to $96.225 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.530 to $97.2113 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.560 to $98.5428 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.560 to $99.550 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.640 to $100.540 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F8These 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.
- F9Represents shares held by the Reporting Person's spouse.
Remarks
Chairman and Chief Executive Officer