Blaize Holdings, Inc.
For the period ended Dec 1, 2026. Filed Nov 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 1, 2026 · Filed Nov 2, 2026
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DEF 14A 1 a2026-defproxy.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Blaize Holdings, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2890 Zanker Road, Suite 107
San Jose, CA 95134
November 2, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Blaize Holdings, Inc. at 10:00 a.m., Eastern time, on Tuesday, December 1, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.
Details regarding admission to the virtual Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.
It is important that your shares be represented and voted at the Annual Meeting regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting online, please promptly vote and submit your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions regarding how you can vote are contained on the enclosed proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.
Thank you for your support.
Sincerely,
/s/ Dinakar Munagala
Dinakar Munagala
Chief Executive Officer
| TABLE OF CONTENTS | |
|---|---|
| Page | |
| Notice of Annual Meeting of Stockholders | 1 |
| Proxy Statement | 3 |
| Questions and Answers About the Annual Meeting of Stockholders | 5 |
| Proposals to be Voted On | |
| Proposal 1: Election of Directors | 11 |
| Proposal 2: Reverse Stock Split | 14 |
| Proposal 3: Amendment to the Company’s Third Amended and Restated Certificate of Incorporation | 24 |
| Proposal 4: Adjournment of the Annual Meeting of Stockholders to Solicit Additional Proxies | 24 |
| Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm | 26 |
| Report of the Audit Committee of the Board | 27 |
| Independent Registered Public Accounting Firm Fees and Other Matters | 28 |
| Executive Officers | 29 |
| Corporate Governance | 31 |
| Committees of the Board | 34 |
| Executive and Director Compensation | 38 |
| Security Ownership of Certain Beneficial Owners and Management | 47 |
| Certain Relationships and Related Person Transactions | 51 |
| Stockholders’ Proposals | 55 |
| Other Matters | 56 |
| Delinquent Section 16(a) Reports | 56 |
| Solicitation of Proxies | 56 |
| Exhibit A: Proposed Text of the Form of Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Blaize Holdings, Inc. with respect to the Reverse Split Proposal | A-1 |
| Exhibit B: Proposed Text of the Form of Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Blaize Holdings, Inc. with respect to the Director Removal Amendment Proposal | B-1 |
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