On July 7, 2026, Blaize, Inc. ("Blaize"), a wholly owned subsidiary of Blaize Holdings, Inc. (the "Company") entered into a Settlement Agreement (the "Settlement Agreement") with Bess Ventures and Advisory LLC ("Bess Ventures"), an entity whose owner-manager is Lane M. Bess, chair of the Company’s Board of Directors (the "Board"), to resolve certain disagreements between the parties relating to a letter agreement dated February 15, 2024 and matters arising thereunder.


 

Pursuant to the Settlement Agreement, the Company agreed to issue 2,000,000 shares of the Company’s common stock ("Common Stock"), par value $0.0001 per share (the "Settlement Shares"), to Bess Ventures in consideration for the mutual covenants and releases set forth therein. The Settlement Agreement contains mutual releases by each party of the other with respect to claims arising out of or related to the disagreements described above, as well as customary confidentiality provisions.


 

Mr. Bess’s interest in the Settlement Agreement as the owner-manager of Bess Ventures was disclosed to, and considered by, the Board. After review and consideration of the material facts, the Board, including all of the disinterested members of the Board, approved Blaize’s entry into the Settlement Agreement and the issuance of the Settlement Shares.