Bess Ventures (BZAI) settles loan with 2M Blaize shares

Rhea-AI Filing Summary

Bess Ventures & Advisory, LLC, a more than ten percent owner of Blaize Holdings, Inc., reported an "other" transaction involving 2,000,000 shares of common stock on May 8, 2026. A footnote explains the shares were acquired in good faith to satisfy a debt previously contracted, at a reference price of $1.83 per share based on the market open that day. After this restructuring-related transaction, Bess Ventures is shown holding 13,653,976 shares of Blaize common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bess Ventures & Advisory, LLC

Role null

Type	Security	Shares	Price	Value
Other	Common Stock	2,000,000	$1.83	$3.66M

Holdings After Transaction: Common Stock — 13,653,976 shares (Direct, null)

Footnotes (1)

1. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to the terms of the statute, because the shares were "acquired in good faith in connection with a debt previously contracted." The price reported on Column 4 is the price at market open on May 8, 2026, reflecting the portion of the loan balance being satisfied by these shares.

Key Figures

Restructuring shares: 2,000,000 shares Reference price: $1.83 per share Shares after transaction: 13,653,976 shares

3 metrics

Restructuring shares 2,000,000 shares Common stock involved in "other" transaction on May 8, 2026

Reference price $1.83 per share Market open price on May 8, 2026 used to value loan satisfaction

Shares after transaction 13,653,976 shares Direct Blaize common stock holdings following the reported transaction

Key Terms

Section 16(b), Securities Exchange Act of 1934, debt previously contracted, loan balance

4 terms

Section 16(b) regulatory

"This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Securities Exchange Act of 1934 regulatory

"exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended"

debt previously contracted financial

"because the shares were "acquired in good faith in connection with a debt previously contracted""

loan balance financial

"reflecting the portion of the loan balance being satisfied by these shares"

Form 4 Insider Transactions: What Each Field Means →

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

X

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 Ventures & Advisory, LLC

(Last) (First) (Middle)

1928 PURDY AVENUE

(Street)

MIAMI BEACH FLORIDA 33139

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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	05/08/2026		J(1)		2,000,000	A	$1.83(2)	13,653,976	D

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. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to the terms of the statute, because the shares were "acquired in good faith in connection with a debt previously contracted."

2. The price reported on Column 4 is the price at market open on May 8, 2026, reflecting the portion of the loan balance being satisfied by these shares.

	/s/ Lane M. Bess, Title: Owner-Manager	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Bess Ventures report in its latest Form 4 for BZAI?

Bess Ventures & Advisory, LLC reported an "other" transaction involving 2,000,000 shares of Blaize Holdings common stock on May 8, 2026, related to satisfying a prior debt obligation rather than a typical market purchase or sale.

Was the Bess Ventures BZAI transaction a normal buy or sell of shares?

The filing classifies the Blaize Holdings transaction as "other" rather than a buy or sell. Footnotes state the 2,000,000 shares were acquired in good faith in connection with a debt previously contracted, indicating a debt-settlement restructuring instead of open-market trading.

At what price were the 2,000,000 BZAI shares valued in the Form 4?

The Form 4 reports a price of $1.83 per share for the 2,000,000 Blaize Holdings shares. A footnote clarifies this price reflects the market open on May 8, 2026, and represents the portion of the loan balance satisfied by these shares.

How many Blaize Holdings (BZAI) shares does Bess Ventures hold after the transaction?

Following the reported restructuring transaction, Bess Ventures & Advisory, LLC is shown as directly holding 13,653,976 shares of Blaize Holdings common stock. This figure reflects the position after applying the 2,000,000 shares used to satisfy the previously contracted debt.

Is the Bess Ventures BZAI transaction exempt under Section 16(b)?

A Form 4 footnote states the transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934 because the 2,000,000 shares were acquired in good faith in connection with a debt previously contracted, fitting a specific statutory exemption.