Blaize Holdings declares Series B dividend to facilitate potential reverse stock split

Blaize Holdings, Inc. has declared a dividend of one one-thousandth of a share of newly designated Series B Preferred Stock for each outstanding share of its common stock, with the record date set for October 26, 2026. The San Jose-based company stated that the distribution is intended to facilitate a reverse stock split if necessary. The board of directors announced the move on October 16, 2026, identifying the preferred shares as having a par value of $0.0001 per share.

The Series B Preferred Stock will vote together with the company's common stock as a single class exclusively on proposals to adopt an amendment to the certificate of incorporation. This amendment would reclassify the outstanding common shares into a smaller number of shares at a ratio specified in or determined by the amendment, a measure Blaize defines as a Reverse Stock Split Proposal. The preferred shares also hold voting rights on any proposal to adjourn a meeting called to vote on this matter. Except as required by the Delaware General Corporation Law, the Series B shares are not entitled to vote on any other matter.

Subject to certain limitations, each outstanding share of Series B Preferred Stock carries 1,000,000 votes, or 1,000 votes per one one-thousandth of a share. The company's board adopted resolutions designating the shares as uncertificated. The certificate of designation restricts transfers; shares may only be moved in connection with a transfer of Blaize common stock held by the same holder. In such cases, an equal number of one one-thousandths of Series B Preferred Stock shares transfers to the common stock recipient.

Redemption terms are automatic and conditional. Any Series B Preferred Stock not present in person or by proxy at a meeting to vote on the amendment proposal will be redeemed by the company immediately prior to the opening of polls. Remaining outstanding shares will be redeemed in whole, but not in part, at the close of business on the earlier of two dates: a business day established by the board in its sole discretion, or the first business day following stockholder approval of the reclassification amendment.

Blaize described itself as a leader in programmable, energy-efficient AI computing. Its platform is purpose-built for AI inference workloads in real-world environments, utilizing a Hybrid AI architecture that combines the Blaize GSP (Graph Streaming Processor) with GPU-based infrastructure. This setup enables workloads to run across edge, cloud, and data center environments. The company supports applications in computer vision, multimodal AI, and sensor-driven systems across sectors including smart cities, industrial automation, telecommunications, retail, logistics, and mission-critical operations.

The company maintains a presence across North America, Europe, the Middle East, and Asia. Further details regarding the Series B Preferred Stock will be included in a report on Form 8-K filed with the Securities and Exchange Commission. Blaize noted that its press release contains forward-looking statements regarding potential reverse stock split and adjournment proposals. These statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Relevant factors are discussed in the company's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025.