Backblaze, Inc. Announces $150M Convertible Note Offering

What Happened
On August 18, 2026, Backblaze, Inc. announced it intends to offer $150 million aggregate principal amount of Convertible Senior Notes due 2031 in a private placement to qualified institutional buyers under Rule 144A. The company plans to use part of the net proceeds to pay for capped call transactions and the remainder for general corporate purposes, including capital expenditures. The announcement was made by press release filed as Exhibit 99.1 to the 8-K.

Key Details

• Offering: $150 million aggregate principal amount of Convertible Senior Notes, due 2031; private placement to persons reasonably believed to be qualified institutional buyers (Rule 144A).
• Use of proceeds: portion to fund capped call transactions; remainder for general corporate purposes, including capital expenditures.
• Credit agreement changes: on August 18, 2026 Backblaze entered a Fourth Amendment permitting the notes and capped calls; at closing it expects to enter a Fifth Amendment that will:
  • increase the senior secured revolving credit facility from $20 million to $50 million;
  • extend the facility maturity from June 4, 2028 to April 30, 2030;
  • modify financial covenants (add a fixed charge coverage ratio test, remove the minimum consolidated EBITDA threshold, and change minimum liquidity and maximum total leverage ratio standards).

Why It Matters
These actions affect Backblaze’s capital structure and liquidity profile. The convertible notes will raise capital while the capped calls are intended to limit dilution from conversion. Expanding and extending the revolving credit facility and changing covenant tests can provide more borrowing flexibility and different performance metrics for lenders and investors to monitor. Retail investors should note the debt issuance, covenant changes, and planned use of proceeds when assessing company leverage and future capital needs.