SEC FORM 4

SEC FORM 4SEC 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

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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

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)

X	Director	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2026		J⁽¹⁾		2,000,000	A	⁽¹⁾	12,446,783⁽²⁾	I	By Bess Ventures and Advisory, LLC⁽³⁾
Common Stock								389,968⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Earnout Shares	⁽⁵⁾							⁽⁵⁾	01/13/2030	Common Stock	47,341		47,341⁽²⁾	D
Employee Stock Option (right to purchase)⁽⁶⁾	$1.18							⁽⁷⁾	10/23/2034	Common Stock	185,234		185,234	D
Employee Stock Option (right to purchase)⁽⁶⁾	$1.18							⁽⁸⁾	10/23/2034	Common Stock	187,379		187,379	D
Restricted Stock Units	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	159,250		159,250	D
Earnout Shares	⁽⁵⁾							⁽⁵⁾	01/13/2030	Common Stock	1,207,193		1,207,193	I	By Bess Ventures and Advisory, LLC⁽³⁾
Earnout Shares	⁽⁵⁾							⁽⁵⁾	01/13/2030	Common Stock	52,619		52,619	I	By Destin Huang Irrevocable Trust⁽⁴⁾

Explanation of Responses:

1. Represents shares of Issuer's common stock acquired by Bess Ventures and Advisory, LLC in good faith in connection with a debt previously contracted. Accordingly, such acquisition is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended.

2. In the reporting person's prior Form 4 filings, earnout shares and 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 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.

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.

5. 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.

6. Represents securities received as part of 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 between 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. The stock option is fully vested and exercisable.

8. The stock option vests as to one third of the underlying shares on December 1, 2025 and thereafter in 24 equal monthly installments.

9. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

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

Remarks:

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

	/s/ Harminder Sehmi, as Attorney-in-Fact	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)

Director Bess Lane acquired 2,000,000 shares (SEC Form 4)