[8-K] Blaize Holdings, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Blaize Holdings, Inc. filed an 8-K disclosing a stock option agreement dated September 2, 2025 and signed by the CEO. The award vests in equal installments of one-eighth of the underlying shares on each of the first eight quarterly anniversaries beginning September 1, 2025, conditioned on Mr. Sehmi remaining in continuous service through each applicable vesting date. The filing references the standard Form of Stock Option Agreement and includes an interactive cover page within the Inline XBRL document.

Positive

• Clear vesting schedule: award vests in one-eighth installments on eight quarterly anniversaries starting September 1, 2025
• Executed agreement dated September 2, 2025 and signed by the CEO, meeting disclosure norms

Negative

• Vesting conditional on continuous service, creating forfeiture risk if the executive departs before vesting dates
• Quarterly vesting implies incremental dilution over the upcoming eight quarters

Insights

Compensation Counsel

Standard time‑based option with quarterly vesting tied to continued service.

The award vests in eight equal quarterly installments starting on September 1, 2025, which spreads recognition and aligns the executive's incentive with short‑term retention. The requirement for continuous service to vest is a typical clawback/control on accelerated payouts.

This structure reduces immediate dilution and links pay to tenure; monitor forfeiture outcomes if the executive leaves before the final quarterly vesting date within the next two years.

Corporate Governance Analyst

Documentary disclosure is routine but relevant to shareholder dilution and insider incentives.

The filing confirms the company executed a formal stock option agreement and filed it by September 2, 2025, which fulfills disclosure expectations for executive awards. The quarterly vesting schedule creates recurring potential dilution events across eight quarters.

Investors may track outstanding share counts and proxy disclosures over the next 8 quarters to quantify realized dilution as each tranche vests.

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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

Date of Report (Date of earliest event reported):

September 1, 2025

Blaize Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41139		86-2708752
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification No.)

4659 Golden Foothill Parkway, Suite 206 El Dorado Hills, California		95762
(Address of principal executive offices)		(Zip Code)

(916) 347-0050

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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
Common stock, par value $0.0001 per share		BZAI		The Nasdaq Stock Market
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share		BZAIW		The Nasdaq Stock Market

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2025, the Board of Directors of Blaize Holdings, Inc. (the “Company”) approved the grant to Harminder Sehmi, its Chief Financial Officer, of an option to purchase 200,000 shares of the Company’s common stock, par value $0.0001 per share, under the Company’s 2025 Incentive Award Plan, at an exercise price of $3.57 per share (the “Option”), as compensation for his ongoing significant contributions to the Company. The Option will vest as to one-eighth of the shares subject thereto on each of the first eight quarterly anniversaries of September 1, 2025, subject to Mr. Sehmi’s continuous service with the Company through the applicable vesting date.

The foregoing description of the Option is qualified in its entirety by the full text of the Company’s form of stock option agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
10.1		Blaize Holdings, Inc. Form of Stock Option Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

				Blaize Holdings, Inc.
Dated: September 2, 2025				By:		/s/ Dinakar Munagala
						Dinakar Munagala
						Chief Executive Officer

FAQ

What does Blaize (BZAIW) disclose about the option vesting schedule?

The option vests in one-eighth of the shares on each of the first eight quarterly anniversaries beginning September 1, 2025.

When was the stock option agreement executed for Blaize (BZAIW)?

The agreement is dated September 2, 2025 and is signed by the Chief Executive Officer.

Whose continued service is required for the options to vest?

Mr. Sehmi's continuous service with the company is required through each applicable vesting date.

Does the filing include the form of the option agreement?

Yes, the filing references the Form of Stock Option Agreement for Blaize Holdings, Inc.

How will dilution occur from this award?

Dilution will occur incrementally as each one-eighth tranche vests on the eight quarterly anniversaries starting September 1, 2025.