Backblaze, Inc. filed a Form 8-K with the SEC on August 24, 2026, disclosing the issuance of $201.25 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031, including the full exercise of an overallotment option by initial purchasers.

Key Highlights

  • Total issuance: $201.25 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031, issued August 24, 2026.
  • Overallotment exercised: The amount includes the full exercise of the initial purchasers' option to purchase up to an additional $26.25 million aggregate principal amount.
  • Conversion rate: 45.5705 shares of Class A common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $21.94 per share.
  • Maturity date: August 15, 2031, unless earlier converted, redeemed, or repurchased.
  • Zero interest: The Notes bear no regular interest and the principal amount will not accrete; special interest, if any, is payable semiannually beginning February 15, 2027.
  • Redemption window: The company may not redeem the Notes prior to August 20, 2029; redemption thereafter requires the stock price to be at least 130% of the conversion price for at least 20 trading days in a 30 consecutive trading day period.
  • Fundamental change put: Holders may require repurchase at 100% of principal plus any accrued and unpaid special interest upon a qualifying fundamental change event.

Backblaze's 0.00% Convertible Senior Notes: Key Terms and Structure

According to the filing, Backblaze, Inc. (NASDAQ:BLZE) issued the Notes pursuant to an indenture dated August 24, 2026, between the company and U.S. Bank Trust Company, National Association, as trustee. The Notes are senior, unsecured obligations that rank equal in right of payment to the company's other unsecured and non-subordinated indebtedness, effectively junior to any secured indebtedness, and structurally junior to all indebtedness and other liabilities of the company's subsidiaries. The filing notes that the Indenture does not limit the amount of debt, including secured debt, that the company or its subsidiaries may incur.

The filing describes four circumstances under which holders may convert the Notes before May 15, 2031: if the stock price reaches at least 130% of the conversion price for at least 20 trading days in a 30 consecutive trading day period; during a specified period after the trading price of the Notes falls below 98% of a defined benchmark; if the company calls the Notes for redemption; or upon specified corporate events. On or after May 15, 2031, holders may convert at any time until the second scheduled trading day immediately preceding maturity. Upon conversion, the company may satisfy its obligation in cash, shares of Class A common stock, or a combination, at the company's election.

The filing also discloses that the Indenture contains customary events of default, including failure to pay any special interest for 30 days, failure to convert Notes within five business days of a holder exercising conversion rights, and certain bankruptcy or insolvency events. If an event of default occurs, the trustee or holders of at least 25% in aggregate principal amount of outstanding Notes may declare the principal and any accrued special interest immediately due and payable. The company disclosed that it has not filed, and does not intend to file, a registration statement for resale of the Notes or any shares issuable upon conversion.

What Was Disclosed

Backblaze disclosed the issuance of $201.25 million in zero-coupon Convertible Senior Notes due August 15, 2031, including full exercise of an overallotment option, with an initial conversion price of approximately $21.94 per share and key terms governing conversion, redemption, and default.