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
August 19, 2026
Date of Report (date of earliest event reported)
Backblaze, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
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001-41026
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20-8893125
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| (State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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2261 Market Street STE 81006,
San Francisco, California
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94114
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| (Address of Principal Executive Offices) |
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(Zip Code) |
(650)
352-3738
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
Class A Common Stock, par value $0.0001 per share
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BLZE
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The Nasdaq Stock Market LLC
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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.
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Item 1.01
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Entry into a Material Definitive Agreement.
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Indenture
On August 24, 2026, Backblaze, Inc. (the “Company”) issued $201.25 million aggregate principal amount of the Company’s 0.00%
Convertible Senior Notes due 2031 (the “Notes”), which included the full exercise by the Initial Purchasers’ (as defined below) option to purchase up to an additional $26.25 million aggregate principal amount of Notes. The Notes were issued pursuant
to, and are governed by, an indenture dated as of August 24, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. Any special interest will be payable
semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027, if and to the extent special interest is payable in accordance with the terms of the Indenture. The Notes will mature on August 15, 2031, unless
earlier converted, redeemed or repurchased in accordance with their terms.
The Notes are senior, unsecured obligations of the Company and rank: senior in right of payment to any of the Company’s indebtedness
that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness, to the extent of
the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. The Indenture does not limit the amount of debt, including secured debt,
that the Company or its subsidiaries may incur.
Holders may convert their Notes into shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), at
their option at any time prior to the close of business on the business day immediately preceding May 15, 2031 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026
(and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of
the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period in which the trading price per
$1,000 principal amount of Notes was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior
to the close of business on the second scheduled trading day immediately prior to the redemption date, with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events described in the
Indenture. On or after May 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.
The initial conversion rate for the Notes is 45.5705 shares of Common Stock per $1,000 principal amount of Notes (equivalent to an
initial conversion price of approximately $21.94 per share of Common Stock), subject to adjustment upon the occurrence of certain events as described in the Indenture. Upon conversion, the Company will satisfy its conversion obligation by paying or
delivering, as the case may be, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the Company’s election. Following certain corporate events that occur prior to the maturity date, or if the Company delivers a
notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event or such notice of redemption, as described in the Indenture.
The Company may not redeem the Notes prior to August 20, 2029. The Company may redeem for cash all or any portion of the Notes
(subject to the partial redemption limitation described below), at its option, on or after August 20, 2029 and prior to the 31st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has
been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30
consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides such notice, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid special interest, if any, to, but excluding, the redemption date. If the Company elects to redeem fewer than all the outstanding Notes, at least $100 million aggregate principal amount of Notes must be outstanding and not subject to
redemption as of, and after giving effect to, the relevant notice of redemption. No sinking fund is provided for the Notes.
If the Company undergoes a “fundamental change” (as defined in the Indenture), subject to certain conditions, holders may require the
Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the
fundamental change repurchase date.
The Indenture contains customary events of default, including, among others: default in the payment of any special interest on any Note when due and payable that continues
for 30 days; default in the payment of principal of any Note when due at stated maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; failure by the Company to comply with its obligation to convert
the Notes upon exercise of a holder’s conversion right, if such failure continues for five business days; failure to give a required fundamental change notice, make-whole fundamental change notice, or specified corporate event notice, if such failure
continues for five business days; failure to comply with certain covenants relating to consolidations, mergers and sales of assets; failure, for 60 days after written notice, to comply with certain other agreements in the Notes or the Indenture;
certain payment or acceleration defaults with respect to other indebtedness of the Company or its significant subsidiaries in excess of a specified threshold amount; and certain events of bankruptcy, insolvency or reorganization of the Company or its
significant subsidiaries. If an event of default occurs and is continuing (subject to certain exceptions and cure periods described in the Indenture), the Trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes may
declare the principal of, and accrued and unpaid special interest, if any, on, all the Notes to be immediately due and payable, except that in the case of certain bankruptcy-related events of default, such amounts become due and payable automatically.
The Company has not filed, and does not intend to file, a registration statement for the resale of the Notes or the shares of Common
Stock, if any, issuable upon conversion of the Notes. Under specified circumstances described in the Indenture, the Company will be required to pay special interest on the Notes.
The foregoing description of the Indenture (including the form of Note) does not purport to be complete and is qualified in its entirety by reference to the full text of
the Indenture, a copy of which is filed as Exhibit 4.1 (which includes the form of Note as Exhibit 4.2) to this Current Report on Form 8-K and is incorporated herein by reference.
Capped Call Transactions
In connection with the pricing of the Notes on August 19, 2026, and the exercise by the Initial Purchasers of their option to purchase
additional Notes on August 20, 2026, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions (the “Option Counterparties”).
The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares
of Common Stock initially underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required
to make in excess of the principal amount of converted Notes, as the case may be, upon any conversion of the Notes, with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions.
The cap price of the Capped Call Transactions is initially $33.76 per share of Common Stock, which represents a premium of 100% over the last reported sale price of the
Common Stock of $16.88 per share on the Nasdaq Global Market on August 19, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $17.5 million.
The Capped Call Transactions are separate transactions entered into by the Company with each Option Counterparty, are not part of the
terms of the Notes, and will not change the holders’ rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
The foregoing description of the Capped Call Transactions is a summary only and is qualified in its entirety by reference to the form
of confirmation for the Capped Call Transactions, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Fourth Amendment to Credit Agreement
On August 18, 2026, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to its existing credit agreement with
Citizens Bank, N.A. (as amended, the “Credit Agreement”), which permitted the issuance of the Notes and the Company’s entry into the Capped Call Transactions.
The above description of the Fourth Amendment is a summary and is not complete. A copy of the Fourth Amendment is filed as Exhibit
10.2 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Fourth Amendment set forth in such exhibit.
Fifth Amendment to Credit Agreement
In connection with the closing of the offering of the Notes, the Company entered into a Fifth Amendment, dated as of August 24, 2026
(the “Fifth Amendment”), to the Credit Agreement, which (i) increased the total borrowing capacity of the senior secured revolving credit facility under the Credit Agreement from $20 million to $50 million, (ii) extended the maturity date of the
Credit Agreement from June 4, 2028 to April 30, 2030, and (iii) effective upon the closing of the offering of the Notes, modified certain financial covenants under the Credit Agreement, including by adding a new fixed charge coverage ratio test,
removing the minimum consolidated EBITDA threshold, and modifying the standards applicable to the existing minimum liquidity and maximum total leverage ratio covenants.
The above description of the Fifth Amendment is a summary and is not complete. A copy of the Fifth Amendment is filed as Exhibit 10.3
to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Fifth Amendment set forth in such exhibit.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under the heading “Indenture” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 2.03. The information set forth under the heading “Fifth Amendment to Credit Agreement” in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth under the heading “Indenture” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.02.
The Notes were offered and sold to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in a
transaction not involving a public offering, and the Notes were resold by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act. Any shares of Common Stock issued
upon conversion of the Notes are expected to be issued in reliance on Section 4(a)(2) of the Securities Act, or another applicable exemption from the registration requirements of the Securities Act. Based on the initial maximum conversion rate for the
Notes, a maximum of 11,922,393 shares of Common Stock may be issued upon conversion of the Notes, subject to customary anti-dilution adjustments.
Press Release
On August 19, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Purchase Agreement
On August 19, 2026, the Company entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc. (the
“Representative”), as representative of the several initial purchasers named therein (the “Initial Purchasers”), in connection with the offering of the Notes.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to
closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the
Initial Purchasers may be required to make because of any of those liabilities.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
| Exhibit No. |
Description |
| 4.1 |
Indenture, dated as of August 24, 2026, between Backblaze, Inc. and U.S. Bank Trust Company, National
Association, as trustee |
| 4.2 |
Form of 0.00% Convertible Senior Note due 2031 (included as Exhibit A to Exhibit 4.1) |
| 10.1 |
Form of Capped Call Confirmation |
| 10.2 |
Fourth Amendment to Credit Agreement, dated as of August 18, 2026, between Backblaze, Inc. and Citizens Bank,
N.A. |
| 10.3 |
Fifth Amendment to Credit Agreement, dated as of August 24, 2026, between Backblaze, Inc. and Citizens Bank,
N.A. |
| 99.1 |
Press Release, dated August 19, 2026 |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| Date: August 24, 2026 |
Backblaze, Inc. |
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By: |
/s/ Marc Suidan |
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Marc Suidan, Chief Financial Officer |
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Exhibit 99.1
Backblaze Announces Pricing of Upsized $175 Million Convertible Senior Notes Offering
SAN FRANCISCO, Calif.--(BUSINESS WIRE)-- Backblaze, Inc. (Nasdaq: BLZE), the storage platform powering AI and data-intensive workloads, today announced the pricing of $175 million
aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”) in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The
size of the offering was increased from the previously announced offering of $150 million aggregate principal amount of Notes. Backblaze also granted the initial purchasers of the Notes an option to purchase, for settlement within a period of 13
calendar days from, and including, the date the Notes are first issued, up to an additional $26.25 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchasers is expected to close on August 24, 2026.
The Notes will be senior, unsecured obligations of Backblaze and will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on August
15, 2031, unless earlier converted, redeemed or repurchased. The Notes will be convertible into cash, shares of Backblaze’s Class A common stock or a combination thereof, at Backblaze’s election. The initial conversion rate is 45.5705 shares of
Backblaze’s Class A common stock per $1,000 principal amount of Notes. The initial conversion price of the Notes is approximately $21.94 per share of Backblaze’s Class A common stock, which represents a conversion premium of approximately 30% over the
$16.88 per share closing price of Backblaze’s Class A common stock on the Nasdaq Global Market on August 19, 2026. Backblaze may not redeem the Notes prior to August 20, 2029. On or after August 20, 2029, Backblaze may
redeem for cash all or part of the Notes if the last reported sale price of Backblaze’s Class A common stock has been at least 130% of the conversion price then in effect for a specified period, at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any. Holders of the Notes will have the right to require Backblaze to repurchase all or a portion of their Notes for cash upon the occurrence of certain fundamental
changes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any.
Backblaze estimates that the net proceeds from the Offering will be approximately $167.2 million (or approximately $192.7 million if the initial purchasers exercise their option to
purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Backblaze. Backblaze intends to use approximately $15.2 million of the net proceeds from the Offering to
pay the cost of the capped call transactions described below. Backblaze intends to use the remainder of the net proceeds from the Offering for general corporate purposes, including capital expenditures.
In connection with the pricing of the Notes, Backblaze entered into privately negotiated capped call transactions with certain financial institutions (the “Option Counterparties”). The
capped call transactions initially cover, subject to customary adjustments substantially similar to those applicable to the Notes, the number of shares of Backblaze’s Class A common stock initially underlying the Notes. The capped call transactions are
expected generally to reduce the potential dilution to Backblaze’s Class A common stock upon any conversion of the Notes and/or to offset any cash payments Backblaze is required to make in excess of the principal amount of the converted Notes, as the
case may be, upon any conversion of Notes, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions is initially $33.76 per share, which represents a premium of 100% over the last reported sale price of $16.88
per share of Backblaze’s Class A common stock on the Nasdaq Global Market on August 19, 2026. If the initial purchasers exercise their option to purchase additional Notes, Backblaze expects to use a portion of the net proceeds from the sale of the
additional Notes to enter into additional capped call transactions with the Option Counterparties.
Exhibit 99.1
Backblaze expects that, in connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates will purchase shares
of Backblaze’s Class A common stock and/or enter into various derivative transactions with respect to Backblaze’s Class A common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any
decrease in) the market price of Backblaze’s Class A common stock or the Notes at that time. In addition, the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives
with respect to Backblaze’s Class A common stock and/or by purchasing or selling shares of Backblaze’s Class A common stock or other securities of Backblaze in secondary market transactions following the pricing of the Notes and prior to the maturity
of the Notes (and are likely to do so during any observation period related to a conversion of the Notes or following certain repurchases or redemptions of the Notes). This activity could also cause or avoid an increase or a decrease in the market
price of Backblaze’s Class A common stock or the Notes, which could affect the ability of holders of the Notes to convert the Notes and, to the extent the activity occurs following a conversion or during any observation period related to a conversion
of the Notes, it could affect the number of shares of Backblaze’s Class A common stock, if any, and value of the consideration that holders of the Notes will receive upon conversion of the Notes.
The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and the
shares of Backblaze’s Class A common stock potentially issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, the
Notes and such shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Backblaze
Backblaze is the object storage layer powering AI infrastructure and data-intensive workloads at scale. Built over two decades, the company has leveraged hardware, software, and
operational innovation into a platform that delivers the performance and economics the AI era demands—without lock-in. Today, more than 500,000 customers trust Backblaze to move and store the data powering their businesses, reaching hundreds of
millions of end users across 175 countries.
Exhibit 99.1
Forward-Looking Statements
This press release contains certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are
not limited to, the intended use of proceeds, the effects of entering into the capped call transactions and the actions of the Option Counterparties and their respective affiliates and expected closing of the Offering. These statements reflect
Backblaze’s or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not
guarantees of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Backblaze’s
control. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to risks and uncertainties included under the heading “Risk Factors” in the Quarterly
Report on Form 10-Q filed by the Company on August 3, 2026, as such factors may be updated from time to time in our other filings with the SEC, accessible on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date they
are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise.
Investors Contact
Mimi Kong
ir@backblaze.com
Press Contact
Renatta Siewert
press@backblaze.com
