SEC Filing - BillionToOne Inc.

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SEC FORM 4SEC 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

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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

94025

(City)

(State)

(Zip)

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

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

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/03/2026		M⁽¹⁾		20,000	A	$2.8	20,000	D
Class A Common Stock	08/03/2026		M⁽¹⁾		6,250	A	$2.8	26,250	D
Class A Common Stock	08/03/2026		M⁽¹⁾		6,250	A	$2.8	32,500	D
Class A Common Stock	08/03/2026		S⁽¹⁾		269	D	$133.0074⁽²⁾	32,231	D
Class A Common Stock	08/03/2026		S⁽¹⁾		555	D	$133.8083⁽³⁾	31,676	D
Class A Common Stock	08/03/2026		S⁽¹⁾		135	D	$135.4241⁽⁴⁾	31,541	D
Class A Common Stock	08/03/2026		S⁽¹⁾		6,354	D	$136.4246⁽⁵⁾	25,187	D
Class A Common Stock	08/03/2026		S⁽¹⁾		9,989	D	$137.2456⁽⁶⁾	15,198	D
Class A Common Stock	08/03/2026		S⁽¹⁾		2,431	D	$138.0892⁽⁷⁾	12,767	D
Class A Common Stock	08/03/2026		S⁽¹⁾		267	D	$139.2052⁽⁸⁾	12,500	D
Class A Common Stock	08/03/2026		S⁽¹⁾		84	D	$133.0045⁽²⁾	12,416	D
Class A Common Stock	08/03/2026		S⁽¹⁾		173	D	$133.8076⁽³⁾	12,243	D
Class A Common Stock	08/03/2026		S⁽¹⁾		44	D	$135.4122⁽⁴⁾	12,199	D
Class A Common Stock	08/03/2026		S⁽¹⁾		1,981	D	$136.4246⁽⁵⁾	10,218	D
Class A Common Stock	08/03/2026		S⁽¹⁾		3,124	D	$137.2453⁽⁶⁾	7,094	D
Class A Common Stock	08/03/2026		S⁽¹⁾		762	D	$138.0897⁽⁷⁾	6,332	D
Class A Common Stock	08/03/2026		S⁽¹⁾		82	D	$139.209⁽⁸⁾	6,250	D
Class A Common Stock	08/03/2026		S⁽¹⁾		84	D	$133.0096⁽²⁾	6,166	D
Class A Common Stock	08/03/2026		S⁽¹⁾		173	D	$133.8076⁽³⁾	5,993	D
Class A Common Stock	08/03/2026		S⁽¹⁾		43	D	$135.4088⁽⁴⁾	5,950	D
Class A Common Stock	08/03/2026		S⁽¹⁾		1,983	D	$136.424⁽⁵⁾	3,967	D
Class A Common Stock	08/03/2026		S⁽¹⁾		3,125	D	$137.2457⁽⁶⁾	842	D
Class A Common Stock	08/03/2026		S⁽¹⁾		760	D	$138.0901⁽⁷⁾	82	D
Class A Common Stock	08/03/2026		S⁽¹⁾		82	D	$139.2042⁽⁸⁾	0	D
Class A Common Stock	08/03/2026		S⁽¹⁾		6,250	D	$137.37	168,750	I	By spouse⁽⁹⁾
Class A Common Stock	08/03/2026		S⁽¹⁾		6,250	D	$137.37	162,500	I	By spouse⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$2.8	08/03/2026		M			20,000	⁽¹⁰⁾	06/07/2031	Class A Common Stock	20,000	$2.8	555,000	D
Stock Option (right to buy)	$2.8	08/03/2026		M			6,250	⁽¹⁰⁾	06/07/2031	Class A Common Stock	6,250	$2.8	548,750	D
Stock Option (right to buy)	$2.8	08/03/2026		M			6,250	⁽¹⁰⁾	06/07/2031	Class A Common Stock	6,250	$2.8	542,500	D

Explanation of Responses:

1. The 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.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.500 to $133.470 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.510 to $133.9525 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.6675 to $135.650 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.745 to $136.740 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.750 to $137.740 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.750 to $138.740 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.890 to $139.500 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.

9. Represents shares held by the Reporting Person's spouse.

10. The options are fully vested and exercisable.

Remarks:

	/s/ Thomas P. Lynch, Attorney-in-Fact	08/05/2026
	** 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.