Blaize Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 trading arrangements None of our directors or “officers” (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a trading arrangement for the purchase of Company securities for the three months ended June 30, 2026 that is either (i) a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement” or (ii) a “non-Rule 10b5-1 trading arrangement,” (as defined in Item 408(c) of Regulation S-K). Departure of Director On August 7, 2026, Mr. Juergen Hambrecht notified the Company’s Board of Directors (the “Board”) of his decision to resign from the Board, effective as of August 13, 2026. Mr. Hambrecht’s resignation was not a result of any disagreement with the Company or its Board on any matter relating to the Company’s operations, policies, or practices. The Company and the Board wish to thank Mr. Hambrecht for his service and contributions to the Company. Appointment of Director On August 10, 2026, the Board appointed Dr. Kurt Lauk, 80, to serve as a director on the Board, to be effective as of August 13, 2026 concurrent with the effectiveness of Mr. Hambrecht’s resignation, with a term expiring at the Company’s next annual meeting of stockholders. 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 Governance Committee. The Board has determined that Dr. Lauk is considered an independent director under Nasdaq rules. Dr. Lauk has been appointed to serve as a member of the Company’s Nominating and Governance Committee. There are no arrangements or understandings between Dr. Lauk and any other person pursuant to which he was selected to serve as a director of the Company. Additionally, there are no related party transactions between Dr. Lauk and the Company that require disclosure under Item 404(a) of Regulation S-K. 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 (Nasdaq: 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 40 Table of Contents 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 Daimler-Chrysler 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. In accordance with our Amended and Restated Director Compensation Program, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q (the “Director Compensation Policy”), and in connection with his appointment to our Board, as a non-employee director, Dr. Lauk will receive an annual cash retainer pro-rated for the portion of the year on which he serves on our Board, and an initial equity grant of restricted stock units, with the number of RSUs 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. This initial equity grant shall be automatically granted on August 13, 2026, and shall vest with respect to one-third of the RSUs subject thereto on each of the first three (3) anniversaries of the applicable grant date, subject to Dr. Lauk’s continued service on the Board through the applicable vesting date(s). We will also enter into an indemnification agreement with Dr. Lauk in the same form as our standard form of indemnification agreement with our other directors. 41 Table of Contents ITEM 6. EXHIBITS Exhibit No. Description 10.1 *† Amended and Restated Director Compensation Program, dated July 7, 2026 10.2 Settlement Agreement, by and between Bess Ventures and Advisory LLC and Blaize , Inc., dated July 7, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 9, 2026) 31.1 * Chief Executive Officer Certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002 31.2 * Chief Financial Officer Certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002 32.1 ** Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 32.2 ** Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 101.Def Definition Linkbase Document 101.Pre Presentation Linkbase Document 101.Lab Labels Linkbase Document 101.Cal Calculation Linkbase Document 101.Sch Schema Document 101.Ins Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith ** Exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. † This document has been identified as a management contract or compensatory plan or arrangement 42 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Blaize Holdings, Inc. Date: August 13, 2026 By: /s/ Dinakar Munagala Dinakar Munagala Chief Executive Officer (Principal Executive Officer) Date: August 13, 2026 By: /s/ Harminder Sehmi Harminder Sehmi Chief Financial Officer (Principal Financial and Accounting Officer) 43