[Form 4] Blaize Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Blaize Holdings, Inc. (BZAI) – Form 4 insider transaction

On 06/28/2025, director and >10% shareholder Lane Bess reported the acquisition of 159,250 shares of common stock via a restricted stock unit (RSU) grant priced at $0.00 per share (transaction code “A”). Following the award, Bess now holds 206,591 shares directly. In addition, he retains substantial indirect interests:

• 11,653,976 shares through Bess Ventures & Advisory, LLC (includes 1,207,193 earn-out shares)
• 442,587 shares through the Destin Huang Irrevocable Trust (includes 52,619 earn-out shares)

Total beneficial ownership rises to roughly 12.3 million shares, maintaining his status as a significant insider stakeholder.

The RSU grant strengthens management–shareholder alignment but is non-cash and therefore has no immediate capital inflow to the company. Dilution impact appears limited, though materiality depends on Blaize’s total shares outstanding (not disclosed in the filing). No derivative transactions were reported, and the award vests subject to the terms of the grant agreement.

Positive

• Increased insider ownership: Lane Bess’s direct holdings rise to 206,591 shares, reinforcing alignment with public shareholders.
• Performance-based earn-outs: 47,341 direct and 1.26 m indirect earn-out shares tie part of compensation to future share-price thresholds.

Negative

• Potential dilution: New RSU issuance adds shares at $0 consideration, marginally diluting existing holders.
• Concentration risk: Combined 12.3 m-share stake leaves significant voting power with a single insider.

Insights

Equity Research Analyst

TL;DR – Routine RSU award; minimal dilution, confirms insider confidence, overall neutral.

The 159k-share RSU grant increases Lane Bess’s direct stake by ~340% (from 47k to 206k) but represents barely 1% of his overall 12.3 m-share position. Because the award is at $0, the company receives no cash; any dilution hinges on total shares outstanding—likely immaterial given BZAI’s post-SPAC float. Insider accumulation—especially from a director already holding >10%—may be viewed positively for alignment, yet the lack of an open-market purchase tempers its signaling value. With no other transactions or price data disclosed, I classify the filing as neutral for valuation.

Corporate Governance Specialist

TL;DR – Governance-standard equity compensation; investors should watch cumulative dilution.

The RSU issuance follows typical governance practice: equity-based compensation aligns incentives without immediate cash cost. Footnotes reveal earn-out shares tied to performance thresholds, an additional alignment mechanism dating from the company’s de-SPAC process. The aggregate insider ownership (>12 m shares) preserves a strong insider influence over votes and strategic direction. While shareholder dilution appears modest today, investors should monitor future vesting schedules and earn-out triggers that could expand the float. No red flags on reporting accuracy—electronic signature and separate Section 16 filings for related entities are properly noted.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bess Lane

(Last) (First) (Middle)

C/O BLAIZE HOLDINGS, INC.

4659 GOLDEN FOOTHILL PARKWAY, SUITE 206

(Street)

EL DORADO HILLS CA 95762

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Blaize Holdings, Inc. [ BZAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/28/2025		A(1)		159,250	A	$0	206,591(2)	D
Common Stock								11,653,976	I	By Bess Ventures and Advisory, LLC(3)
Common Stock								442,587	I	By Destin Huang Irrevocable Trust(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted stock units which vest in accordance with the applicable grant agreement.

2. Includes 47,341 Earn-Out Shares, each of which represents a contingent right to receive one share of Common Stock if the trading price of the Issuer's Common Stock exceeds certain thresholds.

3. The reporting person is the managing member and owner of Bess Ventures and Advisory, LLC and therefore may be deemed to share beneficial ownership over such shares. Includes 1,207,193 Earn-Out Shares.

4. Represents securities held by the Coral Gables Trust Company, as Trustee of the Destin Huang Irrevocable Trust Dated October 19, 2021 (the "Trust"). The reporting person is the Investment Fiduciary of the Trust and therefore may be deemed to share beneficial ownership over such shares. Includes 52,619 Earn-Out Shares.

Remarks:

Bess Ventures and Advisory, LLC files separate Section 16 reports from the Reporting Person.

	/s/ Harminder Sehmi, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Blaize Holdings (BZAI) shares did Lane Bess acquire?

He received 159,250 restricted stock units on 06/28/2025.

What is Lane Bess’s total beneficial ownership after the transaction?

He now controls approximately 12.3 million BZAI shares (direct and indirect).

Did the Form 4 include any open-market purchases or sales?

No. The filing shows an RSU award at $0; no open-market activity was reported.

Are there performance conditions attached to any of the shares?

Yes. The filing mentions earn-out shares that vest only if BZAI’s trading price surpasses specified thresholds.

Will the RSU grant affect Blaize Holdings’ cash position?

No. RSUs are a non-cash equity incentive; the company receives no cash proceeds.