BlackLine (BL) adds independent directors after Engaged Capital cooperation deal

Rhea-AI Filing Summary

BlackLine, Inc. reached a cooperation agreement with Engaged Capital and is adding two new independent directors to its Board. Storm Duncan will serve as a Class III director and join the Strategic Committee, while Megan Prichard will serve as a Class II director and join key Board committees.

The company highlights projected 2026 revenue growth of 9.1% to 9.6%, record bookings in 2025 and nearly a 6% increase in non-GAAP operating margins over the past two years. BlackLine also notes strong momentum for its AI tool, Verity, with customer adoption rising 50% between the third and fourth quarters of 2025.

Insights

Corporate governance and strategy analyst

BlackLine aligns with Engaged Capital and deepens its Board’s tech and M&A expertise.

BlackLine has entered into a cooperation agreement with Engaged Capital, adding two independent directors with backgrounds in technology, AI and M&A. This reflects constructive engagement with a significant shareholder and brings specialized skills to both the full Board and its Strategic Committee.

Management pairs this governance update with business commentary: projected 2026 revenue growth of 9.1% to 9.6%, record 2025 bookings, and non-GAAP operating margin expansion of nearly 6% over two years. Adoption of its AI tool Verity increased 50% between Q3 and Q4 2025, suggesting growing customer interest in its AI-enabled platform.

While these figures are forward-looking and subject to risks detailed in the company’s risk disclosures, they frame the cooperation agreement within a broader strategy focused on AI capabilities, operating efficiency and potential strategic transactions overseen by the refreshed Board and Strategic Committee.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001666134 0001666134 2026-03-08 2026-03-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

March 8, 2026

BLACKLINE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37924		46-3354276
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

21300 Victory Boulevard, 12th Floor

Woodland Hills, California 91367

(Address of principal executive offices, including zip code)

(818) 223-9008

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01, par value		BL		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 9, 2026, BlackLine, Inc. (the “Company”) entered into a cooperation letter agreement (the “Agreement”) with Engaged Capital, LLC and certain other parties (collectively, “Engaged Capital”).

Among other things, the Agreement provides that:

• The Company will increase the size of the Company’s board of directors (the “Board”) to 14 directors and appoint Megan Prichard as a Class II Director, with a term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), and Storm Duncan as a Class III Director, with a term expiring at the Company’s 2028 annual meeting of stockholders.

• Ms. Prichard will be appointed to the Compensation Committee and the Technology and Cybersecurity Committee, and Mr. Duncan will be appointed to the Nominating and Corporate Governance Committee and the Strategic Committee. The Company shared a copy of the charter of the Strategic Committee with Engaged Capital and it is attached as an exhibit to the Agreement. The parties agreed that the charter would not be modified prior to the end of the Restricted Period, except as they may agree.

• The membership of the Strategic Committee will be adjusted so that the committee is comprised of David Henshall, Scott Davidson, Greg Hughes and Mr. Duncan.

• During the Restricted Period (as defined below), Engaged Capital will vote, subject to certain limited exceptions, its shares of the Company’s common stock in favor of the election of each person nominated by the Board for election as a director, against any proposals or resolutions to remove a member of the Board, and in accordance with the recommendation of the Board on all other proposals or business.

• During the Restricted Period, Engaged Capital and certain other related persons will be subject to customary “standstill” provisions as set forth in the Agreement. The standstill provisions provide, among other things, that Engaged Capital and such related persons cannot, subject to certain exceptions provided in the Agreement:

• enter into a voting agreement or any “group” with stockholders of the Company, other than with other Restricted Persons (as defined in the Agreement);

• seek representation on the Board, or submit any proposal for consideration by stockholders of the Company at any annual or special meeting of stockholders; or

• acquire any securities of the Company that would result in Engaged Capital and such related persons beneficially owning 9.9 percent or more of the then-outstanding voting securities of the Company.

• During the Restricted Period, if either Ms. Prichard or Mr. Duncan ceases to be a director for any reason, then Engaged Capital will identify and recommend a replacement independent director, and the Board will appoint such person to the Board so long as such person is reasonably acceptable to the Board and meets certain other requirements.

• The Agreement shall terminate upon the earlier to occur of (1) 11:59 p.m., Pacific time, on the day that is 30 days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the 2027 Annual Meeting and (2) 11:59 p.m., Pacific time, on the day that is 120 days prior to the first anniversary of the Company’s 2026 annual meeting of stockholders (such period, the “Restricted Period”).

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Ms. Prichard’s appointment to the Board is effective as of March 11, 2026. Ms. Prichard will serve as a Class II Director, with a term expiring at the Company’s 2027 Annual Meeting. Ms. Prichard will also join the Compensation Committee and the Technology and Cybersecurity Committee.

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Ms. Prichard brings significant experience working with companies in disruptive technologies and high-growth industries. Ms. Prichard currently works at Uber in their Global Premium and New Verticals business. Prior to this role, she held various other responsibilities at Uber including the Head of US Mobility, Head of Product Launch Operations and General Manager, Uber Air, Regional General Manager, West JUMP Scooters, and General Manager, Uber West Rides. Between her various roles at Uber, Prichard worked as the Vice President of Commercialization at General Motors’ self-driving vehicle subsidiary Cruise and as Global Head of Autonomous Ridesharing at Ford. Before her work in alternative transportation, she worked in consulting at McKinsey & Company. She also founded JustMovedHere.com, a social networking and city guide website designed to facilitate the moving process.

There are no family relationships between Ms. Prichard and any director or executive officer of the Company, and Ms. Prichard has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Duncan’s appointment to the Board is effective as of March 11, 2026. Mr. Duncan will serve as a Class III Director, with a term expiring at the Company’s 2028 annual meeting of stockholders. Mr. Duncan will also join the Nominating and Corporate Governance Committee and the Strategic Committee.

Mr. Duncan brings three decades of experience in the technology industry, including deep M&A expertise and operational leadership as a technology company CEO. He is the Founder and Chief Executive Officer of Ignatious, a leading technology-focused M&A advisory firm specializing in artificial intelligence and software. Prior to founding Ignatious, he served as Global Head of Technology M&A at Jefferies, and as Global Head of Technology M&A at Credit Suisse. During his career, he has advised on landmark transactions across the software and internet sectors, including Google’s acquisitions of YouTube and DoubleClick, the sale of Tinder to Match, and on the sale of MySQL to Sun, and of Sun to Oracle amongst many others. He has also served as CEO of multiple technology companies, leading technology development and operations, and as a board member, investor, or strategic advisor to numerous software and AI companies including Automatic (sold to SiriusXM), Dataminr, Fieldguide, Gecko Robotics, Guideline (sold to Gusto), Sundrop (sold to Mercury), Worldcoin, and You.com.

There are no family relationships between Mr. Duncan and any director or executive officer of the Company, and Mr. Duncan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In accordance with the Company’s amended and restated Outside Director Compensation Policy, the terms of which are described in the Company’s proxy statement for its 2025 annual meeting of stockholders, Ms. Prichard and Mr. Duncan are entitled to cash and equity compensation for their service on the Board and, as applicable, the committees on which they serve. Each will also enter into BlackLine’s standard form of indemnification agreement, which has been previously filed with the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.

On March 10, 2026, the Company announced the appointment of Ms. Prichard and Mr. Duncan to the Board. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Cooperation Letter Agreement, dated March 9, 2026, between the Company, Engaged Capital, LLC and certain other parties.*
99.1		Press Release issued by the Company on March 10, 2026.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

* Certain personally identifiable information of this exhibit has been omitted pursuant to Item 601(a)(6) of Regulation S-K. *** indicates that information has been redacted.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				BLACKLINE, INC.
Date: March 9, 2026				By:		/s/ Karole Morgan-Prager
						Karole Morgan-Prager
						Chief Legal and Administrative Officer

5

Exhibit 99.1

BlackLine Reaches Agreement with Engaged Capital and Strengthens Board with Addition of Two Independent Directors

LOS ANGELES, CA, March 10, 2026 – BlackLine, Inc. (Nasdaq: BL) (“BlackLine” or the “Company”) today announced that it has appointed Storm Duncan and Megan Prichard to BlackLine’s Board of Directors in connection with a cooperation agreement with Engaged Capital, LLC (“Engaged Capital”). Mr. Duncan will also be appointed to the Board’s Strategic Committee, along with current director Scott Davidson.

David Henshall, BlackLine’s Lead Independent Director and Chair of the Board’s Strategic Committee, said, “We are pleased to welcome Storm and Megan to the Board and appreciate the role Engaged Capital played in this process. Storm’s skillset will be additive to the Board’s Strategic Committee which has been, and continues to be, empowered to evaluate strategic transactions involving the Company. Megan brings significant experience working with companies in disruptive technologies and high-growth industries. When coupled with the significant refreshment that the Board has undergone in the past two years, it is clear that our focus as a Board is on working constructively with stockholders to drive value.”

Owen Ryan, BlackLine’s Chairman and CEO commented, “We are laser focused on delivering against our plan and our strategic initiatives to drive performance. BlackLine is executing against a clear strategy, with revenue growth projected to accelerate to a range of 9.1% to 9.6% in 2026 following record bookings in 2025 and non-GAAP operating margins increasing by nearly 6% in the past two years. Additionally, we have seen our industry-leading AI tool, BlackLine Verity, gain traction, with customer adoption increasing 50% between the third and fourth quarters of 2025. We recognize that we have further to go, but the progress realized over the past few years and our focus on bringing our AI capabilities to our customers puts BlackLine in a strong position.”

Glenn W. Welling, Founder and Chief Investment Officer of Engaged Capital, added, “We are pleased to have worked collaboratively with the Board on these appointments and the improvements to the Company’s governance. Storm has decades of experience in technology M&A and brings invaluable experience and independence to the Board and the Strategic Committee. Megan’s experience working in industries with disruptive technology and AI will also add a valuable, independent perspective as BlackLine navigates the current market environment to maximize value for all stockholders. We appreciate BlackLine’s responsiveness to stockholder perspectives and the BlackLine Board’s commitment to acting in stockholders’ best interests.”

The complete cooperation agreement will be filed by the Company with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.

Morgan Stanley is serving as financial advisor to BlackLine and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as BlackLine’s legal advisor. Longacre Square Partners LLC is serving as strategic advisor to Engaged Capital and Olshan Frome Wolosky LLP is serving as legal advisor to Engaged Capital.

About Storm Duncan

Storm Duncan brings three decades of experience in the technology industry, including deep M&A expertise and operational leadership as a technology company CEO. He is the Founder and Chief Executive Officer of Ignatious, a leading technology-focused M&A advisory firm specializing in artificial intelligence and software. Prior to founding Ignatious, he served as Global Head of Technology M&A at Jefferies, and as Global Head of Technology M&A at Credit Suisse. During his career, he has advised on landmark transactions across the software and internet sectors, including Google’s acquisitions of YouTube and DoubleClick, the sale of Tinder to Match, and on the sale of MySQL to Sun, and of Sun to Oracle amongst many others. He has also served as CEO of multiple technology companies, leading technology development and operations, and as a board member, investor, or strategic advisor to numerous software and AI companies including Automatic (sold to SiriusXM), Dataminr, Fieldguide, Gecko Robotics, Guideline (sold to Gusto), Sundrop (sold to Mercury), Worldcoin, and You.com.

About Megan Prichard

Megan Prichard brings significant experience working with companies in disruptive technologies and high-growth industries. Ms. Prichard currently works at Uber in their Global Premium and New Verticals business. Prior to this role, she held various other responsibilities at Uber including the Head of US Mobility, Head of Product Launch Operations and General Manager, Uber Air, Regional General Manager, West JUMP Scooters, and General Manager, Uber West Rides. Between her various roles at Uber, Prichard worked as the Vice President of Commercialization at General Motors’ self-driving vehicle subsidiary Cruise and as Global Head of Autonomous Ridesharing at Ford. Before her work in alternative transportation, she worked in consulting at McKinsey & Company. She also founded JustMovedHere.com, a social networking and city guide website designed to facilitate the moving process.

About BlackLine

BlackLine (Nasdaq: BL), the future-ready platform for the Office of the CFO, drives digital finance transformation by empowering organizations with accurate, efficient, and intelligent financial operations. Built on the Studio360 platform, BlackLine unifies data, streamlines processes, and delivers real-time insights through automation and intelligence powered by Verity - a comprehensive suite of embedded, auditable AI capabilities that provides finance and accounting teams with a new digital workforce.

With a proven, collaborative approach and a track record of innovation supported by industry-leading R&D investment and world-class security practices, more than 4,300 customers across multiple industries partner with BlackLine to lead their organizations into the future.

For more information, please visit blackline.com.

About Engaged Capital

Engaged Capital, LLC is an investment advisor with a private equity-like investing style in the U.S. public equity markets. Engaged Capital seeks to help build sustainable businesses that create long-term stockholder value by engaging with and bringing an owner’s perspective to the managements and boards of undervalued public companies and working with them to unlock the embedded value within their businesses. Engaged Capital focuses on delivering superior, long-term, risk-adjusted returns for its limited partners. Engaged Capital was established in 2012 and is based in Newport Beach, California. Learn more at www.engagedcapital.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “would,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. Forward-looking statements in this communication include, but are not limited to, statements regarding the activities of the Strategic Committee and any actions undertaken by that committee, and regarding BlackLine’s strategy and execution.

Any forward-looking statements contained in this communication are based upon BlackLine’s historical performance and its current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith beliefs and assumptions as of that time with respect to future events, and are subject to risks and uncertainties. If any of these risks or uncertainties materialize or if any assumptions prove incorrect, actual performance or results may differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to BlackLine’s ability to attract new customers and expand sales to existing customers; the extent to which customers renew their subscription agreements or increase the number of users; the impact of current and future economic uncertainty and other unfavorable conditions in BlackLine’s industry or the global economy; BlackLine’s ability to manage growth and scale effectively, including entry into new geographies; BlackLine’s ability to provide successful enhancements,

new features and modifications to its software solutions; BlackLine’s ability to develop new products and software solutions and the success of any new product and service introductions; BlackLine’s ability to effectively incorporate artificial intelligence and machine learning technologies (AI/ML) into its platform and business and the potential reputational harm or legal liability that may result from the use of AI/ML solutions and features; the success of BlackLine’s strategic relationships with technology vendors and business process outsourcers, channel partners and alliance partners; any breaches of BlackLine’s security measures; a disruption in BlackLine’s hosting network infrastructure; costs and reputational harm that could result from defects in BlackLine’s solution; the loss of any key employees; demand for BlackLine’s software in the United States, Europe, Asia Pacific, and Latin America; BlackLine’s ability to compete as the financial close management provider for organizations of all sizes; the timing and success of solutions offered by competitors, including competitors’ ability to incorporate AI/ML into products and offerings more quickly or successfully; changes in the proportion of BlackLine’s customer base that is comprised of enterprise or mid-sized organizations; BlackLine’s ability to expand and effectively manage its sales teams and their performance and productivity; fluctuations in BlackLine’s financial results due to long and increasingly variable sales cycles, failure to protect BlackLine’s intellectual property; BlackLine’s ability to integrate acquired businesses and technologies successfully or achieve the expected benefits of such transactions; unpredictable and uncertain macro and regional economic conditions; seasonality; changes in current tax or accounting rules; cyber attacks and the risk that BlackLine’s security measures may not be sufficient to secure its customer or confidential data adequately; acts of terrorism or other vandalism, war or natural disasters; the impact of any determination of deficiencies or weaknesses in BlackLine’s internal controls and processes; and other risks and uncertainties described in the other filings that BlackLine makes with the Securities and Exchange Commission (SEC) from time to time, including the risks described under the heading “Risk Factors” in BlackLine’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025. Additional information is also set forth in BlackLine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 7, 2025. Forward-looking statements should not be read as a guarantee of future performance or results, and you should not place undue reliance on such statements. Except as required by law, BlackLine does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Investor Relations Contact:

Matt Humphries, CFA

matt.humphries@blackline.com

FAQ

What did BlackLine (BL) announce in its cooperation agreement with Engaged Capital?

BlackLine entered a cooperation agreement with Engaged Capital and added two independent directors, Storm Duncan and Megan Prichard, to its Board. Duncan joins the Strategic Committee, while Prichard joins the Compensation and Technology and Cybersecurity Committees, enhancing governance and technology expertise.

Who are the new BlackLine (BL) board members and what experience do they bring?

BlackLine appointed Storm Duncan and Megan Prichard as independent directors. Duncan brings three decades in technology M&A and CEO experience, while Prichard offers a background in disruptive technologies and mobility from roles at Uber, Cruise, Ford, and McKinsey, plus entrepreneurial experience with JustMovedHere.com.

How is BlackLine (BL) describing its growth outlook and margins for 2026?

BlackLine projects revenue growth accelerating to a range of 9.1% to 9.6% in 2026. Management also notes record bookings in 2025 and that non-GAAP operating margins have increased by nearly 6% over the past two years, reflecting efficiency gains alongside growth efforts.

What update did BlackLine (BL) provide on adoption of its AI tool Verity?

BlackLine reported that customer adoption of its AI tool, Verity, increased 50% between the third and fourth quarters of 2025. Verity provides embedded, auditable AI capabilities for finance teams, and its rising adoption indicates growing customer use of BlackLine’s AI-driven automation features.

How does Engaged Capital characterize its involvement with BlackLine (BL)?

Engaged Capital describes working collaboratively with BlackLine’s Board on the director appointments and governance improvements. It highlights Storm Duncan’s technology M&A background and Megan Prichard’s disruptive technology and AI experience as valuable, independent perspectives aimed at maximizing value for all stockholders.

What is BlackLine’s (BL) core business focus as described in this filing?

BlackLine positions itself as a future-ready platform for the Office of the CFO, focused on digital finance transformation. Built on its Studio360 platform and powered by Verity AI capabilities, it unifies financial data, streamlines processes and provides real-time insights to more than 4,300 customers worldwide.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 15.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 105.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB