SEC Form 4
FORM 4UNITED 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).
X
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*
Munagala Dinakar

(Last)(First)(Middle)
C/O BLAIZE HOLDINGS, INC.
4659 GOLDEN FOOTHILL PARKWAY, SUITE 206

(Street)
EL DORADO HILLS CALIFORNIA 95762

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/17/2026M50,000(1)A$0.57601,422(2)D
Common Stock04/17/2026S50,000(3)D$2.54(4)551,422D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to purchase)$0.5704/17/2026M50,000(1) (5)09/18/2033Common Stock50,000(6)4,100,347D
Restricted Stock Units(7) (8) (8)Common Stock2,421,9712,421,971D
Earnout Shares(9) (9)01/13/2030Common Stock1,371,3031,371,303D
Employee Stock Option (right to purchase)$1.18 (10)10/23/2034Common Stock5,755,1925,755,192D
Employee Stock Option (right to purchase)$1.29 (11)03/15/2027Common Stock114,650114,650D
Employee Stock Option (right to purchase)$14.62 (11)11/12/2028Common Stock176,503176,503D
Explanation of Responses:
1. The reported exercise of 50,000 stock options underlying 50,000 shares of the Issuer's common stock was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 12, 2025 (the "10b5-1 trading plan").
2. 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.
3. The reported sales were effected pursuant to the reporting person's Rule 10b5-1 trading plan.
4. 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.
5. The stock option vests in 36 substantially equal monthly installments beginning on October 19, 2023.
6. Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of December 22, 2023 and amended on April 22, 2024, October 24, 2024, and November 21, 2024 (the "Merger Agreement") by and among the Issuer (formerly BurTech Acquisition Corp.), BurTech Merger Sub, Inc., Blaize, Inc. ("Legacy Blaize"), and for the limited purposes set forth therein, Burkhan Capital LLC, pursuant to which securities of Legacy Blaize were automatically converted into the right to receive stock options of the Issuer as set forth in the Merger Agreement.
7. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
8. The restricted stock units vest 25% on December 1, 2027, and quarterly thereafter commencing on March 1, 2028.
9. 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.
10. The stock option vests as to one third of the underlying shares on July 1, 2025 and thereafter in 24 equal monthly installments.
11. The stock option to purchase one share of the Issuer's common stock for each stock option is fully vested and exercisable.
Remarks:
/s/ Harminder Sehmi, as Attorney-in-Fact04/20/2026
** Signature of Reporting PersonDate
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)