Document

S-8 1 blze-sx8x2026.htm S-8 Document

As filed with the Securities and Exchange Commission on March 10, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

BACKBLAZE, INC.

(Exact name of Registrant as specified in its charter)


Delaware						20-8893125
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

2261 Market Street STE 81006

San Francisco, CA 94114

(650) 352-3738

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Backblaze Inc. Amended and Restated 2021 Equity Incentive Plan

Backblaze, Inc. 2021 Employee Stock Purchase Plan

Backblaze, Inc. 2024 New Employee Equity Incentive Plan

(Full title of Plan)

Gleb Budman

Chief Executive Officer

Backblaze, Inc.

2261 Market Street STE 81006

San Francisco, CA 94114

(Name and address of agent for service)

(650) 352-3738

(Telephone number, including area code, of agent for service)

Copies to:


Bennett L. Yee Jeffrey R. Vetter John E. Maciejewski Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 550 Allerton St Redwood City, CA 94063 (415) 978-9803						Evangeline Cheung Head of Legal and Compliance Backblaze, Inc. 2261 Market Street STE 81006 San Francisco, CA 94114 (650) 352-3738

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Backblaze, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 2,935,290 additional shares of Class A common stock under the Registrant’s Amended and Restated 2021 Equity Incentive Plan, (ii) 1,174,116 additional shares of Class A common stock under the Registrant’s 2021 Employee Stock Purchase Plan and (iii) 3,250,000 additional shares of Class A common stock under the Registrant’s 2024 New Employee Equity Incentive Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on November 12, 2021 (Registration No. 333-260991), Form S-8 filed with the Commission on March 28, 2022 (Registration No. 333-263903), the Registrant's registration statement on Form S-8 filed with the Commission on April 5, 2023 (Registration No. 333-271148), the Registrant's registration statement on Form S-8 filed with the Commission on July 17, 2023 (Registration No. 333-273290), the Registrant’s registration statement on Form S-8 filed with the Commission on May 10, 2024 (Registration No. 333-279288), the Registrant’s registration statement on Form S-8 filed with the Commission on September 6, 202 4 (Registration No. 333-281983), and the Registrant’s registration statement on Form S-8 filed with the Commission on March 12, 2025 (Registration No. 333-285748). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents:

(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March 10, 2026;

(b) all other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission), since the end of the fiscal year covered by the Annual Report referred to in (a) above; and

(c) the description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-41026), filed with the commission on November 4, 2021, including any amendments or reports filed for the purpose of updating such description.

All other reports and documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. The Registrant is not, however, incorporating any documents or information that the Registrant is deemed to furnish and not file in accordance with Commission rules. Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed incorporated by reference in this Registration Statement modifies or supersedes that statement.

Item 8.

Exhibits

The following exhibits are incorporated herein by reference.

EXHIBIT INDEX

Incorporated by Reference

Exhibit

Number

Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

4.1

Restated Certificate of Incorporation of Registrant, as amended, as currently in effect.

10-Q

001-41026

3.1

12/14/2021

4.2

Certificate of Retirement.

8-K

001-41026

3.1

7/10/2023

4.3

Amended and Restated Bylaws of Registrant, as currently in effect.

8-K

001-41026

3.1

12/11/2024

5.1

Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.

23.1

Consent of Deloitte & Touche LLP Independent Registered Public Accounting Firm.

23.2

Consent of BDO USA, P.C. Independent Registered Public Accounting Firm.

23.3

Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1).

24.1

Power of Attorney (contained in the signature page hereto).

99.1

Amended and Restated 2021 Equity Incentive Plan and forms of agreements thereunder.

10-K

001-41026

10.3

4/01/2024

99.2

2021 Employee Stock Purchase Plan.

S-1

333-260333

10.4

11/02/2021

99.3

2024 New Employee Equity Incentive Plan and forms of agreements thereunder

S-8

333-281983

99.1

9/06/2024

107.1

Calculation of Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on this 10th day of March, 2026.

BACKBLAZE, INC.

By:

/s/ Gleb Budman

Name:

Gleb Budman

Title:

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gleb Budman, Marc Suidan, and Evangeline Cheung, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments) and any registration statement related thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Gleb Budman

Chief Executive Officer and Chairperson

(Principal Executive Officer)

March 10, 2026

Gleb Budman

/s/ Marc Suidan

Chief Financial Officer

(Principal Financial and Accounting Officer)

March 10, 2026

Marc Suidan

/s/ Jocelyn Carter-Miller

Director

March 10, 2026

Jocelyn Carter-Miller

/s/ Barbara Nelson

Director

March 10, 2026

Barbara Nelson

/s/ Earl E. Fry

Director

March 10, 2026

Earl E. Fry

/s/ Evelyn D’An

Director

March 10, 2026

Evelyn D’An

SEC Form S-8 filed by Backblaze Inc.