Blaize (NASDAQ: BZAI) CEO amends Form 4, clarifies 50K share sale
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
Blaize Holdings, Inc. director and CEO Munagala Dinakar reported an amended insider transaction showing an open‑market sale of 50,000 shares of common stock at a weighted average price of $2.54 per share. After this sale, he directly holds 501,422 shares of common stock.
The amendment clarifies that a previously reported option exercise did not occur and that the 50,000 shares were sold from existing common stock holdings. It also restates and reclassifies his derivative holdings, including stock options, earnout shares, and restricted stock units, without reporting new transactions in those positions. The sale was executed under a pre‑arranged Rule 10b5‑1 trading plan adopted on December 12, 2025.
Positive
- None.
Negative
- None.
Insights
Amended Form 4 clarifies a routine pre‑planned CEO share sale.
The filing shows CEO Munagala Dinakar sold 50,000 shares of Blaize Holdings common stock at a weighted average of $2.54 per share. Importantly, the amendment corrects an earlier filing by confirming no stock option was exercised; the shares came from existing holdings.
The sale occurred under a pre‑arranged Rule 10b5‑1 trading plan adopted on December 12, 2025, which suggests the timing was scheduled rather than opportunistic. Following the transaction, Dinakar still directly holds 501,422 common shares, alongside substantial option, RSU, and earnout positions with exercise prices between $0.57 and $14.62.
The restated derivative table moves earnout shares and unvested restricted stock units from common stock to derivative reporting, without new activity in those awards. Overall, this looks like an administrative correction and a planned liquidity event rather than a change in the CEO’s long‑term equity exposure.
Insider Trade Summary 10b5-1
Net Seller: 50,000 shares ($127,000)
Net Sell
7 txns
Insider
Munagala Dinakar
Role
Chief Executive Officer
Sold
50,000 shs ($127K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 50,000 | $2.54 | $127K |
| holding | Employee Stock Option (right to purchase) | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Earnout Shares | -- | -- | -- |
| holding | Employee Stock Option (right to purchase) | -- | -- | -- |
| holding | Employee Stock Option (right to purchase) | -- | -- | -- |
| holding | Employee Stock Option (right to purchase) | -- | -- | -- |
Holdings After Transaction:
Common Stock — 501,422 shares (Direct, null);
Employee Stock Option (right to purchase) — 4,150,347 shares (Direct, null);
Restricted Stock Units — 2,421,971 shares (Direct, null);
Earnout Shares — 1,371,303 shares (Direct, null)
Footnotes (1)
- On 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. The reported sales were effected pursuant to the reporting person's Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2025. The 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. In 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. The stock option vests in 36 substantially equal monthly installments beginning on October 19, 2023. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest 25% on December 1, 2027, and quarterly thereafter commencing on March 1, 2028. On 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. The stock option vests as to one third of the underlying shares on July 1, 2025 and thereafter in 24 equal monthly installments. The stock option to purchase one share of the Issuer's common stock for each stock option is fully vested and exercisable.
Key Figures
Common shares sold: 50,000 shares
Sale price: $2.54 per share
Common shares held after sale: 501,422 shares
+4 more
7 metrics
Common shares sold
50,000 shares
Open-market sale at weighted average price on April 17, 2026
Sale price
$2.54 per share
Weighted average price; individual trades ranged from $2.50 to $2.63
Common shares held after sale
501,422 shares
Direct common stock ownership following the reported transaction
Stock options at $1.18
5,755,192 underlying shares
Employee stock option with $1.18 exercise price, expiring October 23, 2034
Stock options at $0.57
4,150,347 underlying shares
Employee stock option with $0.57 exercise price, expiring September 18, 2033
Restricted stock units
2,421,971 underlying shares
Each RSU represents a right to receive one common share
Earnout shares
1,371,303 underlying shares
Earnout tied to Blaize business combination and future stock price thresholds
Key Terms
Rule 10b5-1 trading plan, weighted average price, earnout shares, restricted stock units, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The reported sales were effected pursuant to the reporting person's Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
restricted stock units financial
"In the reporting person's prior Form 4 filings, earnout shares and unvested restricted stock units had been reported in Table I."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Option (right to purchase) financial
"security_title: "Employee Stock Option (right to purchase)""
FAQ
What insider transaction did Blaize (BZAI) report for CEO Munagala Dinakar?
Blaize reported that CEO Munagala Dinakar sold 50,000 shares of common stock at a weighted average price of $2.54 per share. The amendment clarifies the sale came from existing holdings, not from exercising stock options previously described in an earlier Form 4.
Why did Blaize (BZAI) file an amended Form 4 for its CEO?
The company filed an amended Form 4 to correct a prior report that mistakenly showed a stock option exercise plus sale. The amendment states no option was exercised and that the 50,000 shares sold were from the CEO’s common stock holdings, while restating other equity awards for clarity.
What stock options and awards does the Blaize (BZAI) CEO retain?
The CEO retains multiple stock option grants with exercise prices of $14.62, $1.29, $1.18, and $0.57 per share, plus earnout shares and restricted stock units. These derivative positions cover millions of underlying Blaize common shares with expirations ranging from 2027 through 2034.