SEC Form 4/A · accession 0002048309-26-000005
Blaize Holdings, Inc. · BZAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Dinakar Munagala
Officer — Chief Executive Officer · Director
Period of report
Apr 17, 2026
Accepted (ET)
Jun 10, 2026 · 5:13 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001871638
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Apr 17, 2026 | S | 50,000 | $2.54 | D | 501,422 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to purchase)F1,F5 | $0.57 | holding | — | — | — | — | Sep 18, 2033 | Common Stock | 4,150,347 | 4,150,347 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Common Stock | 2,421,971 | 2,421,971 | D |
| Earnout SharesF8 | — | holding | — | — | — | — | Jan 13, 2030 | Common Stock | 1,371,303 | 1,371,303 | D |
| Employee Stock Option (right to purchase)F9 | $1.18 | holding | — | — | — | — | Oct 23, 2034 | Common Stock | 5,755,192 | 5,755,192 | D |
| Employee Stock Option (right to purchase)F10 | $1.29 | holding | — | — | — | — | Mar 15, 2027 | Common Stock | 114,650 | 114,650 | D |
| Employee Stock Option (right to purchase)F10 | $14.62 | holding | — | — | — | — | Nov 12, 2028 | Common Stock | 176,503 | 176,503 | D |
Explanation of responses
- F1On April 20, 2026, the reporting person filed a Form 4 (the "Original Form 4") which inadvertently reported that the reporting person exercised a stock option and sold the underlying stock. Instead, as reported in this amendment (this "Amendment"), the reporting person did not exercise the stock option and in fact sold the same number of shares of stock as originally reported in the Original Form 4 but from his Table I holdings. The reporting person's other holdings have been restated for convenience, and there have been no transactions in such holdings since the Original Form 4. The order of the footnotes in this Explanation of Responses section have been conformed to the above changes.
- F10The stock option to purchase one share of the Issuer's common stock for each stock option is fully vested and exercisable.
- F2The reported sales were effected pursuant to the reporting person's Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2025.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.50 to $2.63, inclusive. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
- F4In the reporting person's prior Form 4 filings, earnout shares and unvested restricted stock units had been reported in Table I. These holdings have been moved to Table II, and there have been no transactions in such holdings since the reporting person's last Form 4 filing.
- F5The stock option vests in 36 substantially equal monthly installments beginning on October 19, 2023.
- F6Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F7The restricted stock units vest 25% on December 1, 2027, and quarterly thereafter commencing on March 1, 2028.
- F8On January 13, 2025, the date of the Issuer's business combination, the reporting person received earnout shares in respect of the Issuer's business combination. Each eanout share represents a contingent right to receive one share of the Issuer's common stock if the trading price of the Issuer's common stock exceeds certain thresholds for 20 of 30 consecutive trading days post-closing of the Issuer's business combination.
- F9The stock option vests as to one third of the underlying shares on July 1, 2025 and thereafter in 24 equal monthly installments.