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Backblaze prices upsized $175M convertible notes due 2031

August 19, 2026 10:17 PM

Backblaze, Inc. (Nasdaq: BLZE) has priced a $175 million offering of 0.00% Convertible Senior Notes due 2031, up from an initially announced $150 million, according to a company statement.



The notes, offered privately to qualified institutional buyers under Rule 144A, are set to close on August 24, 2026. Backblaze also granted initial purchasers an option to buy up to an additional $26.25 million in notes within 13 calendar days of issuance.



The notes carry no regular interest and mature on August 15, 2031. The initial conversion price is approximately $21.94 per share of Backblaze's Class A common stock, representing a 30% premium over the $16.88 closing price on the Nasdaq Global Market on August 19, 2026. The conversion rate is set at 45.5705 shares per $1,000 principal amount.



Backblaze estimates net proceeds of approximately $167.2 million, or up to $192.7 million if the additional purchase option is exercised in full. The company said it plans to use approximately $15.2 million of the proceeds to fund capped call transactions, with the remainder allocated to general corporate purposes, including capital expenditures.



The capped call transactions, entered into with certain financial institutions, carry a cap price of $33.76 per share, a 100% premium over the August 19, 2026 closing price. The transactions are intended to reduce potential dilution to Class A common stockholders upon conversion of the notes.



Backblaze may not redeem the notes before August 20, 2029. After that date, redemption is permitted at 100% of principal if the stock price reaches at least 130% of the conversion price for a specified period. Holders may require repurchase at 100% of principal upon certain fundamental changes.



The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption.

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