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^*

Cannestra Anthony

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

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	04/06/2026		M		50,000⁽¹⁾	A	$0.57	50,000⁽²⁾	D
Common Stock	04/06/2026		S		50,000⁽³⁾	D	$1.75⁽⁴⁾	0	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)
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	91,327		0	D
Employee Stock Option (right to purchase)	$14.62							⁽⁶⁾	12/13/2028	Common Stock	8,824		8,824	D
Employee Stock Option (right to purchase)	$0.57							⁽⁶⁾	09/18/2033	Common Stock	212,169		212,169	D
Employee Stock Option (right to purchase)	$0.57	04/06/2026		M			50,000⁽¹⁾	⁽⁶⁾	09/18/2033	Common Stock	50,000	⁽⁷⁾	162,169	D
Employee Stock Option (right to purchase)	$1.18							⁽⁶⁾	10/23/2024	Common Stock	350,970		350,970	D
Employee Stock Option (right to purchase)	$1.18							⁽⁶⁾	10/23/2034	Common Stock	146,237		146,237	D
Restricted Stock Units	⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	212,500		212,500	D
Restricted Stock Units	⁽⁸⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	75,258		75,258	D

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 11, 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 $1.72 to $1.79, 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. 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. The stock option to purchase one share of the Issuer's common stock for each stock option is fully vested and exercisable.

7. 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.

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

9. These are time-based restricted stock units that vest in four equal quarterly installments commencing June 1, 2028. Vested shares will be delivered to the reporting person not later than 60 days after the vesting date.

10. Represents an award of restricted stock units granted at the Issuer's 2025 Annual Meeting under the Non-Employee Director Compensation Program, which vest at the earlier of one year or the Issuer's next Annual Meeting. Vested shares will be delivered to the reporting person not later than 60 days after the vesting date.

Remarks:

	/s/ Harminder Sehmi, as Attorney-in-Fact	04/08/2026
	** 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)

SEC Form 4 filed by Cannestra Anthony