Backblaze, Inc. SEC Filings

Backblaze, Inc. (BLZE) reported that its Chief Financial Officer, Marc Suidan, had two equity-related transactions. On August 21, 2026, he sold 2,110 shares of Class A common stock at a weighted average of about $15.82 per share in transactions mandated to "sell to cover" tax withholding on vested restricted stock units under the company’s equity incentive plans, rather than discretionary trades. On August 20, 2026, 11,083 previously issued restricted stock units were retired by Backblaze for cash upon vesting and were settled at the closing share price of $16.24, so no new shares were issued for those RSUs.

Backblaze, Inc. (BLZE) entered into a financing transaction by issuing $201.25 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private Rule 144A offering. The Notes bear no regular interest, mature on August 15, 2031, and are senior unsecured obligations.

The initial conversion rate is 45.5705 shares of Class A common stock per $1,000 principal amount (conversion price about $21.94 per share), with a maximum of 11,922,393 shares issuable upon conversion, subject to anti-dilution adjustments. Backblaze may redeem the Notes for cash on or after August 20, 2029 if its share price meets specified thresholds, and holders may require repurchase upon certain fundamental changes.

Backblaze also entered into capped call transactions with a cap price of $33.76 per share, costing approximately $17.5 million, intended to mitigate dilution or excess cash payments upon conversion. A related credit agreement amendment increased the senior secured revolving credit facility from $20 million to $50 million and extended its maturity to April 30, 2030, while revising financial covenants.

Backblaze, Inc. (BLZE) plans a private offering of $150 million aggregate principal amount of Convertible Senior Notes due 2031 to qualified institutional buyers, with an option for initial purchasers to buy up to an additional $22.5 million. The notes will be senior, unsecured obligations and will be convertible into cash, Class A common stock, or a combination, at Backblaze’s election, with final interest and conversion terms set at pricing. Backblaze expects to use part of the net proceeds to fund capped call transactions designed to reduce potential dilution and/or cash payments upon conversion, and the remainder for general corporate purposes, including capital expenditures.

Separately, Backblaze agreed to a Fourth Amendment to its credit agreement to permit the notes and capped calls and expects, at closing, to enter a Fifth Amendment that will increase its senior secured revolving credit facility from $20 million to $50 million, extend the maturity from June 4, 2028 to April 30, 2030, and modify financial covenants, including adding a fixed charge coverage ratio test, removing the minimum consolidated EBITDA threshold, and changing minimum liquidity and maximum total leverage ratio standards.

Backblaze, Inc. is registering for resale by CoreWeave, Inc., as selling stockholder, up to 4,194,876 shares of Class A Common Stock underlying previously issued warrants. These include 3,053,314 Initial Warrant Shares and 1,141,562 Additional Warrant Shares, each with an exercise price of $7.60 per share.

The company will not receive proceeds from any resale of these shares, but may receive cash if the warrants are exercised, which it intends to use for working capital and general corporate purposes. The registered shares represent approximately 6.8% of outstanding Common Stock as of August 3, 2026. The Initial Warrant vests 5% per quarter over five years and expires June 16, 2032; the Additional Warrant vests based on contracted storage capacity and expires June 16, 2035. Backblaze’s Common Stock trades on the Nasdaq Global Market under the symbol BLZE, with a last reported price of $15.59 per share on August 3, 2026.

Backblaze, Inc. is registering up to 4,194,876 shares of Class A common stock on behalf of CoreWeave, Inc., a selling stockholder, for resale from time to time. These shares consist of 3,053,314 “Initial Warrant Shares” issuable upon exercise of a warrant expiring June 16, 2032 and 1,141,562 “Additional Warrant Shares” issuable upon exercise of a second warrant expiring June 16, 2035, each with an exercise price of $7.60 per share.

The resale shares represent approximately 6.8% of Backblaze’s outstanding common stock as of August 3, 2026. Backblaze will not receive proceeds from any resale by CoreWeave, but may receive cash if the warrants are exercised, which it intends to use for working capital and general corporate purposes. CoreWeave currently beneficially owns 152,665 shares and may sell registered shares through various methods, including public and private transactions, hedging, and short sales, subject to securities law requirements. Backblaze bears registration costs, while CoreWeave bears selling commissions. Backblaze’s common stock trades on Nasdaq Global Market under the symbol “BLZE,” with a last reported price of $15.59 per share on August 3, 2026.

Backblaze reported Q2 2026 revenue of $42.7 million, up from $36.3 million a year earlier, led by B2 Cloud Storage. Net loss narrowed to $5.1 million for the quarter and $11.2 million for the first half, while operating cash flow improved to $13.8 million.

A major development was a multi-year Master Strategic Agreement with CoreWeave, with aggregate contract value of approximately $335.1 million for committed B2 Cloud Storage capacity and managed storage services, contributing to remaining performance obligations of $396.0 million. In connection, Backblaze issued CoreWeave warrants for 4.2 million Class A shares at $7.60 per share, to be recognized as a reduction of revenue as related services are delivered.

The company continues its 2025 restructuring and transformation plan focused on sales, marketing, and product, incurring $3.5 million in charges year-to-date and expecting an additional $2.4–$3.7 million through the first quarter of 2027. Backblaze increased B2 pay-as-you-go pricing to $6.95 per terabyte per month and remains an emerging growth company, planning to phase into full disclosure requirements by year-end 2026.

Backblaze, Inc. reported Q2 2026 results with revenue of $42.7 million, up 18% year over year. B2 Cloud Storage revenue rose to $26.6 million, up 34%, while Computer Backup revenue was $16.1 million, down 2%. Gross margin held at 63%, and adjusted gross margin was 80%. The company posted a GAAP net loss of $5.1 million, or $0.08 per share, improved from a $7.1 million loss, while adjusted EBITDA doubled to $12.8 million (30% margin). Non-GAAP net income was $5.0 million, or $0.08 per share.

Annual recurring revenue reached $177.3 million, up 21%, with B2 ARR up 39% to $113.3 million. Remaining performance obligations climbed to $396 million, driven by a 5+ year, $335 million strategic CoreWeave agreement supporting AI workloads and several large AI-related wins. Cash, cash equivalents and marketable securities totaled $49.9 million, and adjusted free cash flow for the first half was $1.4 million, turning positive.

For Q3 2026, the company expects revenue of $44.4–$44.8 million and adjusted EBITDA margin of 27–29%. Full-year 2026 revenue guidance was raised to $172.0–$174.0 million, with adjusted EBITDA margin guidance increased to 27–29%.

BlackRock, Inc. reports beneficial ownership of 4,507,571 shares of Backblaze Inc. Class A stock, representing 7.5% of the class as of June 30, 2026. BlackRock has sole voting power over 4,444,152 shares and sole dispositive power over all 4,507,571 shares, with no shared voting or dispositive power. The filing aggregates holdings of specified BlackRock business units and excludes other disaggregated units. Various underlying clients have rights to dividends or sale proceeds, but no single client holds more than five percent of Backblaze’s outstanding common shares.