SEC Form 4 · accession 0002048317-26-000005
Blaize Holdings, Inc. · BZAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Cannestra
Director
Period of report
Jul 6, 2026
Accepted (ET)
Jul 8, 2026 · 7:14 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 | Jul 6, 2026 | M | 50,000 | $0.57 | A | 50,000 | D | |
| Common StockF2,F3 | Jul 6, 2026 | S | 50,000 | $1.35 | D | 0 | 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,F4 | $0.57 | Jul 6, 2026 | M | 50,000 | D | — | Sep 18, 2033 | Common Stock | 50,000 | 12,169 | D |
| Employee Stock Option (right to purchase)F4 | $1.18 | holding | — | — | — | — | Oct 23, 2034 | Common Stock | 146,237 | 146,237 | D |
| Employee Stock Option (right to purchase)F4,F6 | $1.18 | holding | — | — | — | — | Oct 23, 2034 | Common Stock | 350,970 | 350,970 | D |
| Employee Stock Option (right to purchase)F4 | $14.62 | holding | — | — | — | — | Dec 13, 2028 | Common Stock | 8,824 | 8,824 | D |
| Restricted Stock UnitsF7,F8 | — | holding | — | — | — | — | — | Common Stock | 75,258 | 75,258 | D |
| Restricted Stock UnitsF7,F9 | — | holding | — | — | — | — | — | Common Stock | 212,500 | 212,500 | D |
| Earnout SharesF10 | — | holding | — | — | — | — | Jan 13, 2030 | Common Stock | 91,327 | 91,237 | D |
Explanation of responses
- F1The reported exercise of 50,000 stock options underlying 50,000 shares of the Issuer's common stock was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2025 (the "10b5-1 trading plan").
- F10Each earnout 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. Company employees and non-employee directors who are entitled to receive earnout shares are required to provide service through the date the target is achieved and if an individual departs, the forfeited earnout shares are re-allocated among the pool of remaining eligible employees. Accordingly, the ultimate number of earnout shares is subject to adjustment from time to time in the event of forfeitures by employees of the Company, which add to the reporting person's earnout shares.
- F2The reported sales were effected pursuant to the reporting person's Rule 10b5-1 trading plan.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.33 to $1.38, 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.
- F4The stock option to purchase one share of the Issuer's common stock for each stock option is fully vested and exercisable.
- F5Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of December 22, 2023 and amended on April 22, 2024, October 24, 2024, and November 21, 2024 (the "Merger Agreement") by and among the Issuer (formerly BurTech Acquisition Corp.), BurTech Merger Sub, Inc., Blaize, Inc. ("Legacy Blaize"), and for the limited purposes set forth therein, Burkhan Capital LLC, pursuant to which securities of Legacy Blaize were automatically converted into the right to receive stock options of the Issuer as set forth in the Merger Agreement.
- F6Corrects a typographical error in the expiration date for this stock option appearing in a Form 4 filed by the reporting person on April 8, 2026.
- F7Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F8Represents an award of restricted stock units granted at the Issuer's 2025 Annual Meeting under the Non-Employee Director Compensation Program, which vest at the earlier of one year or the Issuer's next Annual Meeting. Vested shares will be delivered to the reporting person not later than 60 days after the vesting date.
- F9These are time-based restricted stock units that vest in four equal quarterly installments commencing June 1, 2028. Vested shares will be delivered to the reporting person not later than 60 days after the vesting date.