07/06/2026 | Press release | Distributed by Public on 07/06/2026 16:20
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Earnout Shares | (3) | (3) | 01/13/2030 | Common Stock | 212,155 | 212,155 | D | ||||||||
| Restricted Stock Units | (4) | (5) | (5) | Common Stock | 362,081 | 362,081 | D | ||||||||
| Employee Stock Option (right to purchase) | $0.57 | (6) | 09/18/2033 | Common Stock | 269,176 | 269,176 | D | ||||||||
| Employee Stock Option (right to purchase) | $1.18 | (7) | 10/23/2034 | Common Stock | 862,915 | 862,915 | D | ||||||||
| Employee Stock Option (right to purchase) | $3.57 | (8) | 08/31/2035 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Employee Stock Option (right to purchase) | $14.62 | (9) | 10/17/2029 | Common Stock | 29,436 | 29,436 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Sehmi Harminder C/O BLAIZE HOLDINGS, INC. 4659 GOLDEN FOOTHILL PARKWAY, SUITE 206 EL DORADO HILLS, CA 95762 |
Chief Financial Officer | |||
| /s/ Harminder Sehmi | 07/06/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported sale of 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. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.33 to $1.40, 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. |
| (3) | 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. Company employees entitled to receive earnout shares are required to provide service through the date the target is achieved and if an employee departs, the forfeited earnout shares are re-allocated among the pool of remaining eligible employees. Accordingly, the ultimate number of earnout shares is subject to adjustment from time to time in the event of forfeitures by employees of the Company, which add to the reporting person's earnout shares. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| (5) | The restricted stock units vest 25% on December 1, 2027, and quarterly thereafter commencing on March 1, 2028. |
| (6) | The stock option vests in 36 substantially equal monthly installments beginning on October 19, 2023. |
| (7) | The stock option vests as to one third of the underlying shares on July 1, 2025 and thereafter in 24 equal monthly installments. |
| (8) | The stock option vests in eight (8) substantially equal quarterly installments beginning on December 1, 2025. |
| (9) | The stock option to purchase one share of the Issuer's common stock for each stock option is fully vested and exercisable. |