Blaize Holdings, Inc. 8-K

What Happened Blaize Holdings, Inc. (BZAI) filed an 8‑K reporting that its board approved a form Change in Control and Severance Agreement on November 5, 2025, and the company entered into that form with Santiago Fernandez‑Gomez (VP of Platform Engineering) on December 26, 2025 and with Harminder Sehmi (CFO) on January 4, 2026. The agreements provide specified severance and equity‑vesting protections for certain senior executives on involuntary termination and in connection with a change in control. The form is attached as Exhibit 10.1 to the filing.

Key Details

• Agreement term and renewal: 4‑year initial term, auto‑renews for successive one‑year terms unless non‑renewal notice given.
• Non‑change‑in‑control termination: generally a lump sum equal to 6 months of base salary, company‑paid medical continuation (including dental/vision) and 75% of dependent premiums; accelerated vesting of time‑based awards that would vest within 12 months; vested options remain exercisable for 12 months.
• Change‑in‑control termination: generally a lump sum equal to 12 months of base salary, a pro‑rata target bonus for the year, medical continuation, and 100% immediate vesting of equity awards (performance awards deemed at target unless committee decides otherwise).
• Named exceptions/variations: CFO Harminder Sehmi’s agreement provides 12 months severance for a non‑CIC termination and accelerated vesting of 50% of time‑based awards; approved but not yet executed agreements for CEO Dinakar Munagala and Chief Software Architect Val Cook include different terms (Munagala: 12 months severance non‑CIC and 18 months for CIC with 100% time‑based vesting; Cook: 12 months severance non‑CIC).
• All payments are conditioned on the executive signing (and not revoking) a release and complying with restrictive covenants; these agreements will replace prior severance entitlements for executives with existing agreements.

Why It Matters These agreements strengthen executive severance protections and clarify potential cash and equity dilution outcomes if an executive is involuntarily terminated or a change in control occurs. For investors, the filing highlights potential payout exposure (salary, bonus pro‑rata, medical continuation and accelerated equity vesting) that could affect cash needs and equity dilution in a change‑of‑control scenario. The company has formalized these protections for key executives (including the CFO and VP) and approved similar terms for the CEO and Chief Software Architect.