Backblaze, Inc. 8-K

What Happened

• Backblaze, Inc. announced (effective June 16, 2026; disclosed in an 8-K filed June 23, 2026) a Master Strategic Agreement (MSA) with CoreWeave, under which Backblaze will provide B2 Cloud Storage capacity and a managed storage solution in CoreWeave data centers. The parties executed order forms with five- and seven-year terms.
• Concurrent with the MSA, Backblaze issued two common stock purchase warrants to CoreWeave (Initial Warrant for up to 3,053,314 shares; Additional Warrant for up to 1,141,562 shares) at an exercise price of $7.60 per share, and entered into a registration rights agreement covering resale of the Warrant Shares.

Key Details

• Estimated total contract value for the initial order forms: approximately $335 million (actual amounts depend on capacity used and other factors).
• Warrant details: Initial Warrant vests over five years in 20 equal quarterly installments (5% per quarter) and expires June 16, 2032; Additional Warrant vests in capacity-based tranches (may vest up to 100% of Additional Warrant Shares) and expires June 16, 2035. Exercise price: $7.60/share.
• Registration commitment: Backblaze agreed to file a resale registration statement for the Warrant Shares within 60 days of issuance and use commercially reasonable efforts to get it declared effective.
• Warrant exercise is subject to ownership limitations; unvested portions may accelerate (and can be forfeited under certain conditions) prior to a change of control as described in the warrants.

Why It Matters

• The MSA represents a material commercial relationship and potential revenue stream (the company estimates ~$335M over the initial terms), which could affect Backblaze’s future storage revenue if CoreWeave utilizes the contracted capacity.
• The warrants create potential future dilution if exercised; the timing and amount of dilution depend on vesting, CoreWeave’s usage of services, and whether the registration statement becomes effective.
• Registration rights make resale of issued shares possible for CoreWeave once the registration is effective, and the MSA/warrants contain customary protections (service levels, security, confidentiality, indemnities) that govern the commercial relationship.