UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

August 18, 2026

Date of Report (date of earliest event reported)

 

Backblaze, Inc.

(Exact name of registrant as specified in its charter)

 

(650) 352-3738

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

☐

---

 

On August 18, 2026, Backblaze, Inc. (the “Company”) issued a press release announcing its intention to offer $150 million aggregate principal amount of Convertible Senior Notes due 2031 in a private placement (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use a portion of the net proceeds from the offering to fund the cost of entering into capped call transactions and the remainder for general corporate purposes, including capital expenditures.

 

A copy of the press release announcing the proposed offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Credit Agreement Amendments

 

On August 18, 2026, the Company entered into a Fourth Amendment to its existing credit agreement with Citizens Bank, N.A., which permitted the issuance of the notes and the capped call transactions. At closing, the Company intends to enter into a Fifth Amendment to its existing credit agreement that will (i) increase the total borrowing capacity of the senior secured revolving credit facility under the existing credit agreement from $20 million to $50 million, (ii) extend the maturity date from June 4, 2028, to April 30, 2030, and (iii) effective upon the closing of the offering of the notes, modify certain financial covenants, including by adding a new fixed charge coverage ratio test, removing the minimum consolidated EBITDA threshold, and modifying the standards applicable to the existing minimum liquidity and maximum total leverage ratio covenants.

 

 

(d) Exhibits.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

---