DEF 14A of Blaize Holdings, Inc., Nov 2, 2026

DEF 14A of Blaize Holdings, Inc.

Filed Nov 2, 2026 · FY20250001871638-26-000083

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors At the Annual Meeting, the Board has nominated all seven of the current directors to be elected to hold office until the 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified. We currently have seven directors on our Board. Our current directors are Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Kurt Lauk, Dinakar Munagala and George de Urioste. All of the nominees listed above are standing for re-election, except for Dr. Lauk, who was appointed as a director on August 13, 2026 and is standing for election for the first time. The Board has nominated Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Kurt Lauk, Dinakar Munagala and George de Urioste for election as directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the seven nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Certificate of Incorporation, each of the director nominees listed below is being nominated to hold office for a one-year term beginning at the end of the Annual Meeting to be held on December 1, 2026, and expiring at the end of our next annual meeting of stockholders for 2027. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors of the persons whose names and biographies appear below. In the event that Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Kurt Lauk, Dinakar Munagala or George de Urioste should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size in accordance with our Certificate of Incorporation and Amended and Restated Bylaws. The Board has no reason to believe that Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Kurt Lauk, Dinakar Munagala and George de Urioste will be unable to serve if elected. Each of Lane M. Bess, Anthony Cannestra, Edward Frank, Yoshiaki Fujimori, Kurt Lauk, Dinakar Munagala and George de Urioste has consented to being named in this Proxy Statement and to serve if elected.

  2. Nominees for Director (terms to expire at the 2027 Annual Meeting)

    Nominees for Director (terms to expire at the 2027 Annual Meeting) The current members of the Board who are also nominees for election to the Board as directors are as follows:

  3. Nominees for Director (terms to expire at the 2027 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Blaize | | Dinakar Munagala | 51 | January 2025 | Chief Executive Officer and Director | | Lane M. Bess | 65 | January 2025 | Director (Chair) | | Anthony Cannestra | 62 | January 2025 | Director | | Edward Frank | 69 | January 2025 | Director | | Yoshiaki Fujimori | 75 | January 2025 | Director | | Kurt Lauk | 80 | August 2026 | Director | | George de Urioste | 71 | January 2025 | Director |

  4. Nominees for Director (terms to expire at the 2027 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each director nominee for election at the Annual Meeting are as follows:

  5. Dinakar Munagala

    Dinakar Munagala Dinakar Munagala has served as our Chief Executive Officer and Director since January 2025, and as a co-founder of Legacy Blaize, he previously served as Chief Executive Officer and a member of the board of directors of Legacy Blaize since its inception in January 2010. Prior to that, Mr. Munagala served in a leadership role in the Graphics Division of Intel Corporation (NASD: INTC) (“Intel”). Mr. Munagala holds a Bachelor of Science in Electrical and Computer Engineering from Osmania University and a Master’s Degree in Electrical and Computer Engineering from Purdue University. We believe that Mr. Munagala is qualified to serve as a member of the Board due to his education and extensive experience as an executive officer and board member of companies in the technology space and the institutional knowledge that Mr. Munagala has as a co-founder of Legacy Blaize.

  6. Lane M. Bess

    Lane M. Bess Lane M. Bess has served as Chairman of our Board since January 2025, and previously served as a member of the board of directors of Legacy Blaize since January 2022. Since September 2022, Mr. Bess has served as the Chief Executive Officer of Deep Instinct, a cybersecurity company that applies deep learning to cybersecurity. In addition, he has served as the Principal and Founder of Bess Ventures and Advisory since March 2015. Prior to that, he served as the Chief Operating Officer of Zscaler Inc., a cloud-based internet security services company and the President and Chief Executive Officer of Palo Alto Networks, a provider of AI-powered platforms for cybersecurity. Previously, Mr. Bess has served as a member of the board of directors of several private companies, including TrueFort Inc., Sepio Cyber and ZeroFox. Mr. Bess received a Bachelor of Science in Managerial Economics from Carnegie Mellon University and a Master’s Degree in Business Administration from the University of Dayton. We believe that Mr. Bess is qualified to serve as a member of our board of directors due to his over 30 years of experience as an operational executive officer of companies in the technology space and extensive experience in building technology businesses in Europe, Asia Pacific and Japan, among other international regions.

  7. Anthony Cannestra

    Anthony Cannestra Anthony Cannestra has served as a member of our Board since January 2025, and previously served as a member of the board of directors of Legacy Blaize since October 2016. From April 2014 to March 2025, Mr. Cannestra served as a Director of Corporate Ventures for DENSO International America, a U.S. subsidiary of DENSO Corporation, a global automotive components manufacturer headquartered in Japan. He currently serves as a member of the board of directors of Dellfer, Inc., an Internet of Things (IoT) and automotive cybersecurity startup company. Previously, from September 2024 to May 2025, Mr. Cannestra served on the board of directors of Canatu (HEL: CANATU), a public company based in Finland. Mr. Cannestra has also previously served on the board of directors of several private companies, including Metawave, Quadric, BOND Mobility, and Lambda4. Mr. Cannestra received a Bachelor of Arts in International Economics from the University of California at Berkeley and a Master’s Degree in Business Administration, with a Certificate in Management of Technology, from the University of California at Berkeley. We believe that Mr. Cannestra is qualified to serve as a member of our board of directors due to his education, his extensive financial experience as an investor, and his previous roles as a board director of companies in the technology, semiconductor, and automotive industries.

  8. Dr. Edward (Ed) Frank

    Dr. Edward (Ed) Frank Dr. Edward H. Frank has served as a member of our Board since January 2025 and as Lead Independent Director of our Board since March 2025, and previously served as a member of the board of directors of Legacy Blaize since December 2021. Dr. Frank has served as the Executive Chair of Gradient Technologies, an identity and access management cybersecurity startup, since October 2019, and a member of the board of directors of Rocket Lab (NASD: RKLB), since September 2022. In addition, he has served on the board of directors of Analog Devices and SiTime (NASD: SITM) since June 2014 and September 2019, respectively. Previously, Dr. Frank served on the board of directors of Cavium, FusionIO, Marvell (NASD: MRVL), and Quantenna, and prior to Gradient Technologies, he was co-founder and CEO of Cloud Parity Inc., a voice-of-the-customer startup in the San Francisco Bay Area, founded in late 2013. Dr. Frank is also a named inventor on over 50 issued patents and serves as an advisor to and/or board member of several startups. Dr. Frank holds a Bachelor of Science and Master’s Degree in Electrical Engineering from Stanford University and received a Ph.D. in Computer Science from Carnegie Mellon University, where he was a Hertz Foundation Fellow. He is a member of the National Academy of Engineering (NAE), a Fellow of the Institute for Electrical and Electronic Engineers (IEEE), and a Board Leadership Fellow of the National Association of Corporate Directors (NACD). We believe that Dr. Frank is qualified to serve as a member of the Board due to his education and extensive experience as a board member of companies in the technology space.

  9. Yoshiaki Fujimori

    Yoshiaki Fujimori Yoshiaki Fujimori has served as a member of our Board since January 2025. Mr. Fujimori has served as an outside director for Takeda Pharmaceutical Company Limited (NYSE: TAK) since June 2016 and Boston Scientific Corporation (NYSE: BSX) since July 2016, and as an outside director and Chairman for Oracle Japan Corporation since August 2018. He has been a partner of Corporate Support Research Institute Ltd., a private equity firm, since July 2023. He has also served as a Senior Executive Advisor for CVC Capital Partners Asia Pacific Japan Ltd. (“CVC”) since February 2017. He serves as outside director for those portfolio companies of CVC including Riraku Co. Ltd., Torai Co. Ltd., Sogo Medical Co. Ltd. and Macromill Group Co., Ltd. He has also served as a Senior Executive Advisor for GENPACT Japan Ltd. since January 2018. He has served as a Senior Advisor for Deloitte-Tohmatsu Financial Advisory LLC since October 2020. He has served as a Senior Executive Advisor for DigitalBridge Group Inc. since September 2024 and as an outside director of JTower, a portfolio company of DigitalBridge since April 2025. He holds controlling interests in the following private companies: Hobart Inc., Capital Z Inc., Future Leadership Platform Inc., and Sustainergy Inc. From 2011 to 2016, he was the President and CEO of LIXIL Group Company, a public company listed on the Tokyo Stock Exchange. Previously, he spent 25 years with General Electric for various Chief Executive Officer roles including for GE Plastics, GE Healthcare Asia, GE Money Asia and GE Asia. He served as outside director for Toshiba Corporation from 2019 to 2021 and Shiseido Co. Ltd. from 2020 to 2022. Mr. Fujimori received a Bachelor of Science in Petroleum Engineering from the University of Tokyo and a Master’s Degree in Business Administration from Carnegie Mellon Graduate School of Business, where he serves as a member of the Board of Trustees. We believe that Mr. Fujimori is qualified to serve as a member of our board of directors due to his education, extensive leadership and director experiences for companies in the technology and manufacturing spaces.

  10. Dr. Kurt Lauk

    Dr. Kurt Lauk Dr. Kurt Lauk was appointed to serve as a director on the Board, effective as of August 13, 2026, concurrent with the effectiveness of the resignation of a previous Board member, Dr. Juergen Hambrecht. Dr. Lauk was recommended for appointment to the Board by the independent directors of the Board, prior to the formation of the Board’s Nominating and Corporate Governance Committee. Dr. Lauk has been appointed to serve as a member of the Company’s Nominating and Corporate Governance Committee. Dr. Lauk is the founder of Globe CP GmbH, a private investment and financial advisory firm based in Stuttgart, Germany, and has served as its Chief Executive Officer since 2000. Since 2021, Dr. Lauk has served as Chairman of the board of directors of ADS-TEC Energy plc (NASD: ADSE), a battery-based energy storage and charging technology company. He previously served as a member of the board of directors of Magna International Inc. (NYSE/TSX: MGA), a global automotive supplier, from 2011 to May 2023, as Chairman of the Advisory Board for Germany and Austria of Nomura Investment Bank from 2018 to June 2023, and as a member of the board of directors of Fortemedia, Inc., a semiconductor company, from 2001 until its sale in 2024. He is also Co-Founder and Chairman of the Advisory Board of Agora Strategy Group AG and serves on the advisory boards of CERAFILTEC and Visby Medical. Earlier in his career, Dr. Lauk served as a member of the Board of Management of DaimlerChrysler AG, where he was Head of the Worldwide Commercial Vehicles Division, as Chief Financial Officer and Chief Controller of VEBA AG (now E.ON AG), and as Deputy Chief Executive Officer and Chief Financial Officer of AUDI AG. From 2004 to 2009, Dr. Lauk served as a Member of the European Parliament, where he sat on the Economic and Monetary Affairs Committee. Dr. Lauk holds an M.B.A. from the Graduate School of Business at Stanford University, a Ph.D. in International Politics from the University of Kiel, and an M.A. from the University of Munich. We believe Dr. Lauk is qualified to serve on our board of directors due to his extensive executive leadership experience in the global automotive and technology industries, his experience as a chief executive officer, his financial expertise as a former chief financial officer of major public companies, and his experience serving on the boards of U.S. and international public companies.

  11. George de Urioste

    George de Urioste George de Urioste has served as a member of our Board since January 2025. Since August 2023, he has served as a member of the board of directors of Roambee Corporation, and since September 2021, he has served on the board of directors of HeartBeam Inc (NASD: BEAT). Mr. de Urioste has performed a variety of consulting and advisory services, including Interim Chief Financial Officer of Mozilla Corporation during 2021 and Interim Chief Financial Officer and Interim Chief Operating Officer of Marvell Technologies, Inc (NASD: MRVL) during 2008. From April 2019 to September 2020, he served as the Chief Financial Officer of 4iQ, Inc., a cybersecurity intelligence company. His overall experience includes ten board of director roles, including several audit committee chairman roles and other committee roles. Mr. de Urioste received a Bachelor of Science in Accounting from the University of Southern California and a Master’s Degree in Business Administration, Finance & International Business, from the University of California at Berkeley and is a Certified Public Accountant (inactive). We believe that Mr. de Urioste is qualified to serve as a member of our board of directors due to his education and extensive experience as a CFO and COO at public and private companies, his public accounting experience at Deloitte and extensive experience as a director of companies in the technology industry.

  12. Background and Reasons for the Reverse Stock Split

    Background and Reasons for the Reverse Stock Split On September 28, 2026, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock had closed below $1.00 per share for 30 consecutive trading days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). The notification had no immediate effect on the listing of the Company’s common stock. In accordance with Nasdaq’s Listing Rule 5810(c)(3)(A), we have a period of 180 calendar days, or until March 29, 2027, to regain compliance with the Minimum Bid Price Requirement. If at any time before March 29, 2027, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement. If this does not occur, however, the Company may be provided a second 180 calendar day period to regain compliance if it applies to transfer the listing of the Company’s common stock to the Nasdaq Capital Market. To qualify, the Company must meet the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market (with the exception of the Minimum Bid Price Requirement), based on the Company’s most recent public filings and market information and notify Nasdaq of its intent to cure the deficiency. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, the Company’s stock will be subject to delisting. The Board considers it important for the Company to maintain its Nasdaq listing. Delisting could adversely affect the trading market for the Company’s common stock. Further, delisting would adversely affect the Company’s ability to access the capital markets. In the event the Company’s common stock is no longer eligible for continued listing on the Nasdaq, the Company would be forced to seek to have its common stock quoted on an over-the-counter market operated by OTC Markets Group Inc., such as the OTCQB, OTCID Basic Market or Pink Limited markets. These alternative markets are generally considered to be less efficient than, and not as broad as, the Nasdaq, and therefore less desirable. Accordingly, the Board believes delisting of the Company’s common stock would likely have a negative impact on the liquidity and market price of the Company’s common stock and may increase the spread between the “bid” and “asked” prices quoted by market makers. The Board has considered the potential harm to the Company of a delisting from the Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the Company’s common stock and (ii) the liquidity and marketability of shares of the Company’s common stock, reducing the ability of holders of the Company’s common stock to purchase or sell shares of the Company’s common stock as quickly and as inexpensively as they have done historically. Furthermore, if the Company’s common stock was no longer listed on the Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in responding to the Company’s capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Company’s common stock, which may cause the market price of the Company’s common stock to decline. In addition, the Company would no longer be deemed a “covered security” under Section 18 of the Securities Act of 1933, as amended (the “Securities Act”), and therefore would lose its exemption from state securities regulations. As a result, the Company would need to comply with various state securities laws with respect to issuances of its securities, including equity award grants to employees. Accordingly, the Board believes that the Reverse Stock Split would result in a higher per share trading price, which is intended to enable the Company to maintain the listing of its common stock on The Nasdaq Global Market. The Board believes that maintaining the listing of the Company’s common stock on The Nasdaq Global Market is in the best interests of the Company and its stockholders.

  13. Other Potential Benefits of the Reverse Stock Split

    Other Potential Benefits of the Reverse Stock Split In addition to helping regain compliance with the Minimum Bid Price Requirement, we believe that the Reverse Stock Split will make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost-effective investment for many investors, which will enhance the liquidity of the holders of our common stock. Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase (proportionately to the reduction in the number of shares of our common stock after the Reverse Stock Split or otherwise) following the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split could be lower or higher than the total market capitalization before the Reverse Stock Split.

  14. Reverse Split Proposal

    Reverse Split Proposal The Reverse Split Proposal permits (but does not require) the Board of Directors to effect a reverse stock split of the Company’s common stock by 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 the Board of Directors in its sole discretion, in any case no later than the one-year anniversary of the date on which the Reverse Split Proposal is approved by the Company’s stockholders at the Annual Meeting. We believe that enabling the Board of Directors to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining a ratio, if any, the Board of Directors may consider, among other things, factors such as: •the continued listing requirements of The Nasdaq Global Market; •the historical trading price and trading volume of our common stock; •the number of shares of our common stock outstanding; •the then-prevailing trading price and trading volume of our common stock and the anticipated impact of the Reverse Stock Split on the trading market for our common stock; •the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and •prevailing general market and economic conditions. The Board of Directors reserves the right to elect to abandon the Reverse Stock Split, even after stockholder approval, including any or all proposed reverse stock split ratios, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in our best interests and the best interests of our stockholders. The Company intends to monitor the closing bid price of its common stock. If, based on the bid price of the Company’s common stock closing at or above $1.00 per share for a minimum of 10 consecutive trading days, the Company achieves compliance with the Minimum Bid Price Requirement prior to effecting the Reverse Stock Split, the Company does not intend to effect the Reverse Stock Split. Depending on the ratio for the Reverse Stock Split determined by the Board of Directors, no less than ten and no more than thirty-five shares of existing common stock, as determined by the Board of Directors, will be combined into one share of common stock. The Reverse Split Amendment, if any, will include only the reverse stock split ratio determined by the Board of Directors to be in the best interests of our stockholders and all of the other proposed amendments at different ratios will be abandoned. If the Reverse Stock Split is effected, the authorized common stock will not be changed from 600 million shares, even though the Reverse Stock Split will reduce the number of outstanding shares of common stock, and will likewise cause a reduction in the number of shares of common stock reserved for issuance under outstanding restricted stock units, stock options, warrants and earnout shares. Therefore, the Reverse Stock Split will effectively increase the amount of shares of common stock available for issuance. Currently, the Company has 600 million authorized shares of common stock, 145,013,417 shares of common stock outstanding, and a total of 94,512,227 shares of common stock reserved for issuance under outstanding restricted stock units, stock options, warrants and earnout shares. By way of example only, if the Board of Directors elected to implement the Reverse Stock Split at a ratio of 1:10, there would be 600 million authorized shares of common stock and approximately 14,501,342 shares of common stock outstanding, and a total of approximately 9,451,223 shares of common stock reserved for issuance under outstanding restricted stock units, stock options, warrants and earnout shares.

  15. Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities

    Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities Based upon the reverse stock split ratio determined by the Board of Directors, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the reverse stock split ratio determined by the Board of Directors.

  16. Effect of the Reverse Stock Split on Earnout Shares

    Effect of the Reverse Stock Split on Earnout Shares The earnout shares issued in connection with the Business Combination to the Sponsor’s affiliate and to certain employees and non-employee directors are subject to the terms of the Merger Agreement, which provide for equitable adjustment in the event of a stock split, reverse stock split or similar recapitalization. Accordingly, if the Reverse Stock Split is effected, the number of earnout shares outstanding will be reduced proportionately based on the ratio selected by the Board, and the per-share trading price thresholds of $12.50, $15.00, $17.50 and $20.00 that must be achieved for 20 of 30 consecutive trading days in order for the earnout shares to be earned will be increased proportionately. By way of example only, at a ratio of 1:10, those thresholds would become $125.00, $150.00, $175.00 and $200.00 per share, and at a ratio of 1:35, they would become $437.50, $525.00, $612.50 and $700.00 per share. The January 13, 2030 expiration date of the earnout shares will not change. The aggregate value represented by the earnout shares, and the relative difficulty of achieving the thresholds, are not intended to be affected by the Reverse Stock Split.

  17. Interests of Certain Persons in the Reverse Stock Split

    Interests of Certain Persons in the Reverse Stock Split Certain of our directors and executive officers have an interest in the Reverse Stock Split as a result of their ownership of shares of our common stock and of equity awards, warrants and earnout shares exercisable for, settleable in or contingently convertible into shares of our common stock, as described under “Security Ownership of Certain Beneficial Owners and Management” and “Executive and Director Compensation.” However, we do not believe that our directors or executive officers have interests in the Reverse Stock Split that are different from, or greater than, those of any other holder of our common stock. The Reverse Stock Split will apply to all outstanding shares of common stock and to all outstanding equity awards, warrants and earnout shares on a proportionate basis, and will not affect any director’s or executive officer’s proportionate ownership or voting interest in the Company, except to the extent of the treatment of fractional shares described above.

  18. Harminder Sehmi

    Harminder Sehmi Harminder Sehmi has served as our Chief Financial Officer since January 2025, and previously served as Chief Financial Officer of Legacy Blaize since November 2023. From July 2019 to October 2023, Mr. Sehmi served as Legacy Blaize’s Vice President of Finance overseeing the Finance, Legal and Human Resources functions. Prior to that, from October 2011 to May 2016, Mr. Sehmi served as the Finance Director of Truphone, a GSMA-accredited global mobile network headquartered in London, with operations globally. In addition, Mr. Sehmi served in a variety of operational group and global roles with Vodafone Group PLC, a multinational telecommunications company. Mr. Sehmi is a member of the Institute of Chartered Accountants in England and Wales (ACA), and he obtained his accounting qualifications from the Oxford Brookes University and a Masters in Business Administration from the Cranfield School of Management.

  19. Kim Evans

    Kim Evans Kim Evans has served as our General Counsel and Corporate Secretary since May 2025. From December 2015 to February 2020, Ms. Evans was at Intel, where she most recently held the position of Vice President and Associate General Counsel and was the lead attorney for Intel’s Data Center and AI business unit. Prior to Intel, Ms. Evans was at Altera Corporation, a semiconductor company (“Altera”) that was listed on Nasdaq and acquired by Intel in December 2015, for fifteen years and led the Corporate Legal team when Altera was acquired. She received her Juris Doctor degree from the University of San Francisco and is admitted to the State Bar of California.

  20. Stephen Patak

    Stephen Patak Stephen Patak has served as our Chief Revenue Officer since January 2026. Mr. Patak is accountable for the Company’s global revenue and responsible for the entire go-to-market strategy and approach. He brings more than 25 years of experience in building world-class sales and partner organizations across both developed and emerging markets. From April 2024 to January 2026, Mr. Patak served as Chief Revenue Officer at Nile, a technology company specializing in secure, AI-powered networking solutions delivered as a service. Prior to Nile, he was the Chief Revenue Officer at Ubicquia, a leading supplier of smart infrastructure to cities, utilities, and mobile operators from June 2021 to April 2024. Mr. Patak also held the role of SVP/GM of Americas for both HERE Technologies and Extreme Networks, where he led all aspects of the go-to-market strategy across all sectors. He spent the first 15 years of his career at Cisco, leading sales organizations in both the U.S. and Asia Pacific regions. While based in Singapore, he served as the Managing Director for Cisco’s Service Provider business in Asia Pacific, Japan, and China, and earlier held multiple leadership positions managing the AT&T relationship, which grew into a multi- billion-dollar partnership. Mr. Patak holds a Bachelor of Business Administration from the University of Texas at Austin.

  21. Timing of Grants of Certain Equity Awards

    Timing of Grants of Certain Equity Awards We grant equity awards on a quarterly basis and also on a discretionary basis in connection with certain events such as the commencement of employment or permanent employment or as the Compensation Committee deems necessary. We have historically granted RSUs and stock options; and although our 2025 Incentive Plan allows for the grants of instruments such as performance stock units or stock appreciation rights, we have not historically granted such awards. We do not have a formal policy regarding the timing of awards of any stock-based compensation in relation to our disclosure of material nonpublic information. However, the Compensation Committee does not grant any stock-based compensation awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  22. Compensation Committee

    Compensation Committee Our Compensation Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the compensation of our executive officers and non-employee directors. Our Compensation Committee’s responsibilities include, among other things: •reviewing and approving the corporate goals and objectives that pertain to the Company’s overall compensation strategy and policies; •reviewing and approving annually the compensation and other terms of employment of the Company’s executive officers and other members of senior management, in the Compensation Committee’s discretion; •reviewing and approving the type and amount of compensation to be paid or awarded to the Company’s non-employee board members; •administering the Company’s equity incentive plans and other benefit plans; •reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections, indemnification agreements and any other material arrangements with the Company’s executive officers and other members of senior management, in the Compensation Committee’s discretion; •reviewing and discussing with management the Company’s disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; •preparing an annual report on executive compensation that the SEC requires in the Company’s annual proxy statement; •reviewing the Company’s practices and policies for employee compensation as related to risk management and risk-taking incentives to determine if such compensation policies and practices are reasonably likely to have a material adverse effect on the Company; •establishing and monitoring stock ownership guidelines for the Company’s directors and executive officers, if and as determined to be necessary or appropriate; •providing recommendations to the Board on compensation-related proposals to be considered at the Company’s annual meeting of stockholders; •reviewing and discussing with management, if appropriate, the independence of and any conflicts of interest raised by the work of a compensation consultant, outside legal counsel, or advisor hired by the compensation committee or management and how such conflict is being addressed for disclosure in the appropriate filing or report; •annually reviewing and discussing with management our human capital management practices with respect to its employees and, where applicable, independent contractors; •approving and modifying, as needed, clawback policies allowing us to recoup improper compensation paid to employees; and •reviewing and evaluating on an annual basis the performance of the Compensation Committee and recommending such changes as deemed necessary with the Board. Pursuant to the Compensation Committee’s charter, which is available in the “Governance” section of the “Investors” page of our website located at www.blaize.com, the Compensation Committee may, in its sole discretion, retain or obtain advice from compensation consultants, legal counsel or other advisers (independent or otherwise), to assist in carrying out its responsibilities. The members of our Compensation Committee are Dr. Frank, Mr. Cannestra, and Mr. de Urioste. Dr. Frank serves as the Chairperson of the Compensation Committee. Each member of the Compensation Committee qualifies as an independent director under Nasdaq’s heightened independence standards for members of a compensation committee and as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. The Compensation Committee met five (5) times in 2025.

  23. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION We are currently considered an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures. This section discusses the material components of the executive compensation program for our “named executive officers”. For the fiscal year ended December 31, 2025, our named executive officers and their positions with us were as follows: •Dinakar Munagala, Chief Executive Officer •Harminder Sehmi, Chief Financial Officer

  24. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended December 31, 2025 and December 31, 2024:

  25. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Total ($) | | Dinakar Munagala (2) | 2025 | $556,058 | $22,508,550 | $— | $23,064,608 | | Chief Executive Officer | 2024 | $595,833 | $— | $3,798,428 | $4,394,261 | | Harminder Sehmi (3) | 2025 | $411,079 | $3,449,316 | $409,772 | $4,270,167 | | Chief Financial Officer | 2024 | $424,417 | $— | $978,375 | $1,402,792 |

  26. 2025 Summary Compensation Table

    (1) In 2025, the amounts reported in these columns represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of the stock awards and, for Mr. Sehmi, stock option awards that were granted to each of our named executive officers. “Stock awards” as presented includes the grant date fair value of earnout shares, which were not granted under the Company’s 2025 Incentive Award Plan (the “2025 Incentive Plan”), but separately, upon the consummation of the Business Combination. These earnout shares are considered compensation under ASC 718 and were issued at the close of the Business Combination to certain employees as compensation for prior service. Each earnout share represents a contingent right to receive one share of common stock if the trading price of the Company’s common stock exceeds certain thresholds, where one-fourth of the total earnout shares are earned if the price per share of the Company’s common stock is at least $12.50 per share, $15.00 per share, $17.50 per share, and $20.00 or more per share, for 20 of 30 consecutive trading days post-closing of the Company’s Business Combination. Employees must be employed by the Company when the foregoing market conditions are met in order to receive the earnout share compensation, or they will forfeit the award. Shares forfeited by employees are re-allocated among the pool of remaining eligible employees and treated as a modification of the award under ASC 718, with a fair value calculated using a Monte Carlo simulation at the end of the applicable fiscal quarter of the modification. The thresholds and other requirements must also be met for the additional shares allocated by means of forfeitures by other employees. Earnout shares expire on January 13, 2030 if not earned. Further, in 2025, the fair value of grants of restricted stock units (“RSUs,” each an “RSU”) is based on the closing stock price on the date of the grant, and the fair value of stock options on the date of grant was determined using a Black-Scholes model. RSUs and stock options granted in 2025 were issued under the 2025 Incentive Plan. (2) Mr. Munagala was initially granted 1,371,303 earnout shares on the date of the Business Combination. The fair value of Employee Earnout Shares was $11.87 per earnout share on the date of the Business Combination, as calculated using a Monte Carlo simulation. Mr. Munagala was subsequently allocated additional earnout shares from employee forfeitures during the fiscal quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025 of 287, 869, 1,740, and 2,100 earnout shares, respectively. These additional shares were valued at each quarter-end date using a Monte Carlo simulation with fair values on a per-share basis of $0.90, $1.58, $1.91, and $0.84 for the fiscal quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025, respectively. On June 24, 2025, Mr. Munagala was issued a grant of 2,421,971 time-based RSUs, with a grant date fair value of $2.57 per share, vesting equally on a quarterly basis over four quarters, commencing December 1, 2027. The grant date fair value of the time-based RSUs was based on the closing stock price on the date of the grant. (3) Mr. Sehmi was initially granted 212,155 earnout shares on the date of the Business Combination. The fair value of Employee Earnout Shares was $11.87 per earnout share on the date of the Business Combination, as calculated using a Monte Carlo simulation. Mr. Sehmi was subsequently allocated additional earnout shares from employee forfeitures during the fiscal quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025 of 45, 90, 135, and 56 earnout shares, respectively. These additional shares were valued at each quarter-end date using a Monte Carlo simulation with fair values on a per-share basis of $0.90, $1.58, $1.91, and $0.84 for the fiscal quarters ended March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025, respectively. On June 24, 2025, Mr. Sehmi was issued a grant of 362,081 time-based RSUs, with a grant date fair value of $2.57 per share, vesting equally on a quarterly basis over four quarters, commencing December 1, 2027. The grant date fair value of the time-based RSUs was based on the closing stock price on the date of the grant. On September 1, 2025, Mr. Sehmi was granted 200,000 stock options, each representing the right to purchase one share of common stock at $3.57 per share, vesting in eight equal quarterly installments beginning on December 1, 2025. These options had a grant date fair value of $2.04 per share, determined using a Black-Scholes method on the date of grant. The following table summarizes the foregoing narratives presented above related to the caption of “stock awards” granted to our named executive officers and as presented above in the Summary Compensation Table during 2025:

  27. 2025 Summary Compensation Table

    | Named executive officer | Type of stock award | Date of award | Number of shares | Grant date fair value per share ($) | Total ($) | | Dinakar Munagala | Earnout (1) | January 13, 2025 | 1,371,303 | $11.87 | $16,277,367 | | | Earnout (2) | March 31, 2025 | 287 | $0.90 | $258 | | | Earnout (2) | June 30, 2025 | 869 | $1.58 | $1,373 | | | Earnout (2) | September 30, 2025 | 1,740 | $1.91 | $3,323 | | | Earnout (2) | December 31, 2025 | 2,100 | $0.84 | $1,764 | | | RSU | June 24, 2025 | 2,421,971 | $2.57 | $6,224,465 | | | | | | | $22,508,550 | | Harminder Sehmi | Earnout (1) | January 13, 2025 | 212,155 | $11.87 | $2,518,280 | | | Earnout (2) | March 31, 2025 | 45 | $0.90 | $41 | | | Earnout (2) | June 30, 2025 | 90 | $1.58 | $142 | | | Earnout (2) | September 30, 2025 | 135 | $1.91 | $258 | | | Earnout (2) | December 31, 2025 | 56 | $0.84 | $47 | | | RSU | June 24, 2025 | 362,081 | $2.57 | $930,548 | | | | | | | $3,449,316 |

  28. 2025 Summary Compensation Table

    (1) Represents the initial earnout award. (2) Represents quarterly incremental awards due to reallocation resulting from forfeitures by other employees. In 2024, the named executive officers were granted options to purchase shares of common stock of Legacy Blaize, which were granted under the Blaize, Inc. Amended and Restated 2011 Stock Plan (“2011 Amended Stock Plan”) and converted into options to purchase shares of common stock of Blaize Holdings, Inc.

  29. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the number of shares of common stock underlying outstanding equity-based awards for each named executive officer as of December 31, 2025:

  30. Outstanding Equity Awards at Fiscal Year-End

    | | | Option awards | | | | Stock awards | | | | | Name | Option conversion date, grant date, or date of ending balance of earnout shares (1) | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units, or other rights that have not vested (#) | Equity incentive plan awards: market value of unearned shares, units, or other rights that have not vested ($) | | Dinakar Munagala | 1/13/2025 (2) | 176,503 | | $14.62 | 11/12/2028 | | | | | | | 1/13/2025 (2) | 114,650 | | $1.29 | 3/15/2027 | | | | | | | 1/13/2025 (3) | 3,112,760 | 1,037,587 | $0.57 | 9/18/2033 | | | | | | | 1/13/2025 (4) | 2,717,730 | 3,037,462 | $1.18 | 10/23/2034 | | | | | | | 6/24/2025 (5) | | | | | 2,421,971 | $4,722,843 | | | | | 12/31/2025 (6) | | | | | | | 1,376,229 | $22,363,721 | | Harminder Sehmi | 1/13/2025 (7) | 29,436 | | $14.62 | 10/17/2029 | | | | | | | 1/13/2025 (8) | 580,677 | 193,559 | $0.57 | 9/18/2033 | | | | | | | 1/13/2025 (9) | 407,488 | 455,427 | $1.18 | 10/23/2034 | | | | | | | 9/1/2025 (10) | 25,000 | 175,000 | $3.57 | 8/31/2035 | | | | | | | 6/24/2025 (11) | | | | | 362,081 | $706,058 | | | | | 12/31/2025 (12) | | | | | | | 212,481 | $3,452,816 |

  31. Outstanding Equity Awards at Fiscal Year-End

    (1) All stock options dated January 13, 2025 were granted prior to the Business Combination date and were converted on January 13, 2025 into the right to receive stock options of the Company as set forth in the Agreement and Plan of Merger, dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024, and November 21, 2024), by and among BurTech Acquisition Corporation, BurTech Merger Sub, Inc., Legacy Blaize and, for the limited purposes set forth therein, Burkhan Capital LLC. The stock options presented dated January 13, 2025 have been converted using an exchange ratio applied at the time of the Business Combination. Stock options issued after the date of the Business Combination are presented as of the date of grant. RSUs are presented as of the date of grant. Earnout shares are presented as of the balance of the earnout shares as of December 31, 2025, inclusive of initial grants and incremental additional earnout shares allocated. (2) This stock option is fully vested and exercisable. (3) This stock option vests in 36 substantially equal monthly installments beginning on October 19, 2023. (4) This stock option vested as to one third of the underlying shares on July 1, 2025, and thereafter in 24 equal monthly installments. (5) Market value is calculated based on the closing price for our common stock on December 31, 2025, which was $1.95 per share. This RSU award vests equally on a quarterly basis over four quarters, commencing December 1, 2027. (6) Assumes full achievement of all earnout shares outstanding as of December 31, 2025, of which one-fourth of each of the total are earned if the price per share of the Company’s common stock is at least $12.50 per share, $15.00 per share, $17.50 per share, and $20.00 or more per share, for 20 of 30 consecutive trading days post-closing of the Company’s Business Combination. If not earned, the earnout shares expire on January 13, 2030. (7) This stock option is fully vested and exercisable. (8) This stock option vests in 36 substantially equal monthly installments beginning on October 19, 2023. (9) This stock option vested as to one third of the underlying shares on July 1, 2025, and thereafter in 24 equal monthly installments. (10) This stock option vests in eight substantially equal quarterly installments beginning on December 1, 2025. (11) Market value is calculated based on the closing price for our common stock on December 31, 2025, which was $1.95 per share. This RSU award vests equally on a quarterly basis over four quarters, commencing December 1, 2027. (12) Assumes full achievement of all earnout shares outstanding as of December 31, 2025, of which one-fourth of each of the total are earned if the price per share of the Company’s common stock is at least $12.50 per share, $15.00 per share, $17.50 per share, and $20.00 or more per share, for 20 of 30 consecutive trading days post-closing of the Company’s Business Combination. If not earned, the earnout shares expire on January 13, 2030.

  32. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control On November 5, 2025, the Board of Directors approved various agreements (each a “Severance Agreement”) with its executive officers and certain key employees (each an “Executive”) in the event of an involuntary termination of their employment under certain circumstances, including a termination in connection with a change in control. “Change in Control” is defined in the Company’s 2025 Incentive Plan. A resignation is for “good reason” if the Company materially reduces the Executive’s responsibilities or base pay or relocates the Executive without the Executive’s consent. All payments and benefits provided for under a Severance Agreement are conditioned upon the Executive signing and not revoking a release (except in the case of death) and continuing to comply with the terms of the release and any restrictive covenants to which the Executive is a party. Mr. Munagala Mr. Munagala’s Severance Agreement has a term of four years and renews automatically for successive one-year terms unless a notice of non-renewal is provided by him or the Company. Upon an involuntary termination by the Company without cause and not in connection with a Change in Control, or by Mr. Munagala for good reason, the Severance Agreement provides that Mr. Munagala will be eligible to receive a lump sum severance payment equal to twelve months of his annual base salary, Company-paid medical (including dental and vision) continuation benefits for him personally and payment of 75% of the premiums for his dependents, and accelerated vesting of time-based equity awards that otherwise would have vested within twelve months of the termination. For any equity awards that are performance-based, a pro-rata portion (based on the number of months of service from the grant date) of the award will vest assuming target level of performance. In addition, any vested stock options will remain outstanding and exercisable for twelve months following termination. If Mr. Munagala’s employment with the Company is terminated by the Company due to death, disability, or involuntarily without cause due to a Change in Control (during the period starting three months prior to a Change in Control and ending twelve months following a Change in Control), Mr. Munagala will be eligible to receive a lump sum severance payment equal to eighteen months of his annual base salary as in effect immediately prior to the Change in Control (or, if greater, immediately prior to his termination of employment), and a lump sum payment equal to a pro-rata portion of his target incentive bonus for the fiscal year in which his termination of employment occurs. Additionally, Mr. Munagala will be eligible for the same medical benefits and extended stock option exercise period as described above. Finally, 100% of Mr. Munagala’s equity awards will immediately vest as of the date of termination, with performance-based equity awards vesting at a deemed target level performance; however, the Company’s Compensation Committee of the Board may determine that vesting should be deemed at a higher level, including based on actual performance. Mr. Sehmi Mr. Sehmi’s Severance Agreement has a term of four years, and renews automatically for successive one-year terms unless a notice of non-renewal is provided by him or the Company. Upon an involuntary termination by the Company without cause and not in connection with a Change in Control, the Severance Agreement provides that Mr. Sehmi will be eligible to receive a lump sum severance payment equal to twelve months of his annual base salary, Company-paid medical (including dental and vision) continuation benefits for him personally and payment of 75% of the premiums for his dependents, and accelerated vesting of 50% of the time-based equity awards that otherwise would have vested within twelve months of the termination. For any equity awards that are performance-based, a pro-rata portion (based on the number of months of service from the grant date) of the award will vest assuming target level of performance. In addition, any vested stock options will remain outstanding and exercisable for twelve months following termination. If Mr. Sehmi’s employment with the Company is terminated by him for good reason, death, disability, or by the Company involuntarily without cause in connection with a Change in Control (during the period starting three months prior to a Change in Control and ending twelve months following a Change in Control), Mr. Sehmi will be eligible to receive a lump sum severance payment equal to twelve months of his annual base salary as in effect immediately prior to the Change in Control (or if greater, immediately prior to his termination of employment), and a lump sum payment equal to a pro-rata portion of his target incentive bonus for the fiscal year in which his termination of employment occurs. Additionally, Mr. Sehmi will be eligible for the same medical benefits and extended stock option exercise period as provided for above. Finally, 100% of Mr. Sehmi’s equity awards will immediately vest as of the date of termination, with performance-based equity awards vesting at a deemed target level performance; however, the Company’s Compensation Committee of the Board may determine that vesting should be deemed at a higher level, including based on actual performance.

  33. Director Compensation

    Director Compensation The Company maintains a director compensation program for its non-employee directors (the “Director Compensation Program”) that is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors. The Director Compensation Program provides for the following: Cash Compensation •Annual Retainer: $80,000 •Additional Annual Retainer for Non-Executive Chair: $40,000 •Additional Annual Retainer for Lead Independent Director: $40,000 •Annual Committee Chair Retainers: ◦Audit Committee: $24,000 ◦Compensation Committee: $20,000 •Annual Non-Chair Committee Member Retainers: ◦Audit Committee: $16,000 ◦Compensation Committee: $14,000 Annual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. Equity Compensation Initial Awards. Under the Director Compensation Program, each non-employee director who was initially elected or appointed to serve on the Board following the closing of the Business Combination was granted an award of RSUs with the number of RSUs subject to each initial award determined by dividing (i) $600,000 by (ii) the average closing trading price of the Company’s common stock over the 20 consecutive trading days ending with the trading day immediately preceding the applicable grant date, rounded down to the nearest whole RSU, which will vest with respect to one-third of the RSUs subject thereto on each of the first three anniversaries of the applicable grant date, subject to the director’s continued service on the Board through the applicable vesting date. Annual Awards. Under the Director Compensation Program, each non-employee director who is serving on the Board as of the date of each annual meeting of the Company’s stockholders following the closing of the Business Combination will be granted, on such annual meeting date, an award of RSUs with the number of RSUs subject to each annual award determined by dividing (i) $200,000 by (ii) the average closing trading price of the Company’s common stock over the 20 consecutive trading days ending with the trading day immediately preceding the applicable grant date, rounded down to the nearest whole RSU, which will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to the director’s continued service on the Board through the applicable vesting date. In addition, each equity award granted under the Director Compensation Program will vest in full upon a change in control of the Company (as defined in the 2025 Incentive Plan, or any similar term as defined in the then-applicable plan) if the non-employee director will not become a member of the Board or the board of directors of the Company’s successor (or any parent thereof) following such change in control. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2025 Incentive Plan (or any successor plan). The following table sets forth information regarding compensation earned by our non-employee directors for their Board service during the year ended December 31, 2025:

  34. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock awards (1) ($) | Total ($) | | Lane M. Bess | $120,000 | $15,365,884 | $15,485,884 | | Anthony Cannestra | $110,000 | $1,885,564 | $1,995,564 | | Edward Frank | $156,000 | $1,882,739 | $2,038,739 | | Yoshiaki Fujimori | $80,000 | $450,526 | $530,526 | | Juergen Hambrecht | $80,000 | $1,882,739 | $1,962,739 | | George de Urioste | $118,000 | $450,526 | $568,526 |

  35. Director Compensation

    (1) The amounts reported in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of RSUs granted to certain of our non-employee directors and the grant date fair value of earnout shares, as further described below. The grant date fair value of RSUs for each participant was: Mr. Bess $474,565, Mr. Cannestra $802,581, Dr. Frank $802,581, Mr. Fujimori $450,526, Dr. Hambrecht $802,581, and Mr. de Urioste $450,526. The number of earnout shares issued at the consummation of the Business Combination is as presented in the table below, with a grant date fair value of $11.87 per earnout share. The table below shows the aggregate numbers of option awards (exercisable and unexercisable), RSUs, and earnout shares held as of December 31, 2025, by each non-employee director who served during 2025:

  36. Director Compensation

    | Name | Options outstanding as of fiscal year end (#) (1) | RSUs outstanding as of fiscal year end (#) | Earnout shares outstanding as of fiscal year end (#) (2) | | Lane M. Bess (3) | 372,613 | 159,250 | 1,254,534 | | Anthony Cannestra | 930,369 | 287,758 | 91,327 | | Edward Frank | 709,376 | 287,758 | 90,999 | | Yoshiaki Fujimori | — | 169,620 | — | | Juergen Hambrecht (4) | 709,376 | 287,758 | 90,999 | | George de Urioste | — | 169,620 | — |

  37. Director Compensation

    (1) Options were granted prior to the close of the Business Combination and have been adjusted to reflect the adjustments made at the Business Combination for an exchange ratio applied at that time to all outstanding options and RSUs. (2) These earnout shares are considered compensation under ASC 718, although they were not issued under the Director Compensation Program as direct compensation for service on the board of directors, but rather were issued at the close of the Business Combination to members of the board of directors who were serving at the close of the Business Combination as compensation for prior service. Each earnout share represents a contingent right to receive one share of common stock if the trading price of the Company’s common stock exceeds certain thresholds for 20 of 30 consecutive trading days post-closing of the Company’s Business Combination. Directors not serving as a board member when the foregoing market conditions are met will forfeit the award. (3) Mr. Bess’s earnout shares include 1,207,193 earnout shares that are held by Bess Ventures. (4) Dr. Hambrecht resigned from the Board effective August 13, 2026.