Business Context and Reporting Period
This Form 8-K Current Report, filed on June 23, 2026, covers events occurring on June 16, 2026, for Backblaze, Inc. (BLZE), a Delaware corporation providing cloud storage services. The filing details the entry into a material definitive agreement with CoreWeave, Inc.
Key Financial Metrics and Transaction Value
- Total Contract Value: Approximately $335 million estimated over the term of initial order forms (5 and 7 years).
- Revenue Recognition: Actual amounts depend on storage capacity utilized and may differ from the estimate.
- Equity Issuance: Issuance of warrants to purchase up to 4,194,876 shares of Common Stock (3,053,314 Initial Warrant Shares + 1,141,562 Additional Warrant Shares).
- Warrant Exercise Price: $7.60 per share.
- Financial Statements: This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period.
Material Changes and Agreements
Backblaze entered into a Master Strategic Agreement (MSA) with CoreWeave to provide:
- Cloud object storage capacity on Backblaze's B2 Cloud Storage platform.
- Managed storage solutions in CoreWeave's data centers.
The agreement includes order forms with terms of five and seven years. The MSA remains effective as long as CoreWeave utilizes services under order forms, subject to termination provisions.
Guidance, Outlook, and Risks
Management Commentary and Structure:
- Initial Warrant Vesting: Vests in 20 equal quarterly installments (5% per quarter) over five years, contingent on the MSA remaining in effect.
- Additional Warrant Vesting: Vests in tranches based on contracted-for storage capacity; no shares issued if minimum capacity is exceeded.
- Change of Control: Unvested portions of both warrants become fully vested immediately prior to a change of control before MSA termination.
- Expiration: Initial Warrant expires June 16, 2032; Additional Warrant expires June 16, 2035.
Risks and Contingencies:
- Actual contract revenue may differ from the $335 million estimate based on utilization.
- Warrant exercise is subject to aggregate share ownership limitations.
- Commercially sensitive information regarding the MSA and Warrants has been redacted.
Investor Verification Checklist
- Verify the specific vesting conditions and performance metrics for the Additional Warrant in the full text of the agreement.
- Confirm the impact of the $7.60 exercise price on potential dilution relative to the current market price.
- Review the redacted portions of the MSA (Exhibit 10.1) to understand service level agreements and liability limitations.
- Monitor the filing of the registration statement for the resale of Warrant Shares, required within 60 days of issuance.
- Assess the financial impact of the $335 million contract value on future revenue recognition schedules.