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BillionToOne, Inc.

For the period ended Jun 10, 2026. Filed Apr 21, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2026 · Filed Apr 21, 2026

BLLN$113.94+1.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under Rule 14a-12

BillionToOne, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1035 O’Brien Drive

Menlo Park, CA 94025

April 21, 2026

Dear BillionToOne Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of BillionToOne, Inc. (the Company) that will be held on Wednesday, June 10, 2026 at 9:00 a.m. PDT (the Annual Meeting). The Annual Meeting will be held virtually via live audio webcast on the internet at www.virtualshareholdermeeting.com/BLLN2026. Even though our Annual Meeting will be held virtually, stockholders will still have the ability to participate in the meeting and vote their shares at the Annual Meeting if they wish.

Details regarding the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. We encourage you to read this information carefully, along with our annual report on Form 10-K for the year ended December 31, 2025. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone or by mailing a proxy card, if you have requested one. Please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail regarding each of these voting options.

Thank you for your ongoing support of the Company.

Very truly yours,

Oguzhan Atay, PhD

Chair of the Board of Directors, Chief Executive Officer and Co-Founder

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 10, 2026

Time and Date:Wednesday, June 10, 2026 at 9:00 a.m. PDT.Place:The Annual Meeting will be held via live webcast at www.virtualshareholdermeeting.com/BLLN2026. To participate, you will need the 16-digit control number provided on your proxy card or voting instruction form.Record Date:You are entitled to vote if you were a stockholder of record as of the close of business on April 17, 2026.

ITEMS OF BUSINESS

1To elect the two directors named in the proxy statement accompanying this notice to serve as Class I directors until the annual meeting held in 2029 and until their successors are duly elected and qualified.
2To ratify the appointment of PricewaterhouseCoopers LLP as BillionToOne, Inc.’s independent registered public accounting firm for the year ending December 31, 2026.

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

ADJOURNMENTS AND POSTPONEMENTS

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

VOTING

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and vote on the internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers about Procedural Matters.”

A Notice of Internet Availability of Proxy Materials (Notice) has been mailed to stockholders of record on or about April 21, 2026. The Notice contains instructions on how to access our proxy statement for our 2026 Annual Meeting of Stockholders and our annual report on Form 10-K for the year ended December 31, 2025 (together, the proxy materials). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of the proxy materials by mail. The proxy materials can be accessed directly at the following internet address: www.proxyvote.com.

By order of the Board of Directors of BillionToOne, Inc.,

Oguzhan Atay, PhD

Chair of the Board of Directors, Chief Executive Officer and Co-Founder

This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about April 21, 2026.

Table of Contents

Page
Questions and Answers About Procedural Matters1
Annual Meeting1
Stock Ownership2
Quorum and Voting2
Stockholder Proposals and Director Nominations5
Additional Information about the Proxy Materials6
Proposal 1 — Election of Directors8
General8
Nominees for Election as Class I Directors at the Annual Meeting8
Required Vote and Recommendation of the Board of Directors for Proposal 19
Continuing Directors Not Standing for Election9
Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm11
General11
Principal Accounting Fees and Services11
Pre-Approval of Audit and Non-Audit Services11
Corporate Governance13
Code of Conduct13
Board Composition13
Director Independence13
Board Leadership Structure13
Board Committees14
Audit Committee14
Compensation Committee15
Compensation Committee Processes and Procedures15
Compensation Committee Interlocks and Insider Participation16
Director Nominations16
Meetings of the Board of Directors16
Board Oversight of Risk16
Director Compensation17
Non-Employee Director Compensation18
Stockholder Communications with the Board of Directors18
Information About Our Executive Officers20
Executive Compensation22
Emerging Growth Company Status22
Summary Compensation Discussion & Analysis22
Key 2025 Compensation Actions23
Our Executive Compensation Philosophy23
How We Determine Executive Compensation24
Use of Market Data24
2025 Named Executive Officer Compensation25
2025 Equity Grants27
Compensation Committee Report27
Compensation Tables28
Summary Compensation Table28
Outstanding Equity Awards at Fiscal 2025 Year-End29
Other Compensation and Governance Matters30
Equity Compensation Plan Information33
Security Ownership of Certain Beneficial Owners and Management34
Certain Relationships and Related Party Transactions37
Audit Committee Report39
Delinquent Section 16(a) Reports40
Other Matters41

PROXY STATEMENT

For 2026 Annual Meeting of Stockholders

This proxy statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2026 Annual Meeting of Stockholders (the Annual Meeting) to be held at 9:00 am PDT on Wednesday, June 10, 2026, and any postponements or adjournments thereof. The Annual Meeting will be held virtually via a live audio webcast on the internet at www.virtualshareholdermeeting.com/BLLN2026. There will not be a physical meeting location available for in-person participation. We believe holding our Annual Meeting online will facilitate greater stockholder attendance while still providing comparable rights and opportunities to participate, including the ability to ask questions, as a stockholder would have if he, she or they were attending our Annual Meeting in person. Beginning on or about April 21, 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access our proxy materials. As used in this proxy statement, the terms “Company,” “we,” “us,” and “our” mean BillionToOne, Inc. unless the context indicates otherwise. Unless otherwise noted or unless the context provides otherwise, all references in this proxy statement to our “common stock” refer to our voting Class A common stock and Class B common stock.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.