Blaize Holdings, Inc.

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Blaize Holdings, Inc., a Delaware corporation (“Blaize,” the “Company,” “we,” “us,” or “our”; prior to the consummation of the business combination with BurTech Acquisition Corp. (the “Business Combination”) on January 13, 2025, “Legacy Blaize”), of proxies to be voted at our Annual Meeting of Stockholders to be held on Tuesday, December 1, 2026 (the “Annual Meeting”), at 10:00 a.m. Eastern time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BZAI2026 and entering your 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials.

Holders of record of our common stock and Series B Preferred Stock as of the close of business on October 26, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. Notwithstanding the foregoing, holders of our outstanding shares of Series B Preferred Stock will only be entitled to vote such shares on the Reverse Split Proposal and the Adjournment Proposal to the extent that such shares have not been automatically redeemed in the Initial Redemption as described in this Proxy Statement. Each share of our common stock entitles its holders to one vote per share on all matters presented to our stockholders generally. As of the Record Date, there were 145,013,417 shares of common stock outstanding and entitled to vote at the Annual Meeting and 145,013.417 shares of Series B Preferred Stock issued and outstanding, except as provided above with respect to shares of Series B Preferred Stock, entitled to vote at the Annual Meeting.

This Proxy Statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2025 (the “2025 Annual Report”) will be released on or about November 2, 2026, to our stockholders of record as of the Record Date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ONTUESDAY, DECEMBER 1, 2026

This Proxy Statement and our 2025 Annual Report to Stockholders are available at www.proxyvote.com.

Proposals

At the Annual Meeting, our stockholders will be asked:

•To elect Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Kurt Lauk, Dinakar Munagala and George de Urioste as Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified;

•To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended through the date hereof (the “Certificate of Incorporation”), at the discretion of our Board of Directors, to effect a reverse stock split of the outstanding shares of the Company’s common stock at a ratio of not less than one-for-ten (1:10) and not more than one-for-thirty-five (1:35), with the exact ratio to be set at a whole number within this range as determined by our Board of Directors (the “Reverse Split Proposal”);

•To approve an amendment to the Company’s Certificate of Incorporation to provide that Directors may be removed in a manner consistent with Section 141(k) of the Delaware General Corporation Law (“DGCL”) (the “Director Removal Amendment Proposal”);

•To authorize one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve the Reverse Split Proposal (the “Adjournment Proposal”);

•To ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Recommendations of the Board

The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares will be voted on your behalf as you direct. If not otherwise specified, the shares represented by the proxies will be voted, and the Board recommends that you vote:

•FOR the election of Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Kurt Lauk, Dinakar Munagala and George de Urioste as Directors;

•FOR the Reverse Split Proposal;

•FOR the Director Removal Amendment Proposal;

•FOR the Adjournment Proposal; and

•FOR the ratification of the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Information About This Proxy Statement

Why you received this Proxy Statement. You are viewing or have received these proxy materials because Blaize’s Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.

Proxy Materials. We are mailing a full set of proxy materials, including this Proxy Statement, the 2025 Annual Report and a proxy card, to our stockholders of record. Instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.