Blaize Holdings, Inc.BZAI
Blaize Holdings, Inc. Stock Compensation Disclosure
Note 12. Stock Based Compensation
The Company recorded stock-based compensation expense for stock options and RSUs as set forth in the following table:
| For the Year Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2025 | 2024 | ||||||||||||
| Research and development | $ | 17,096 | $ | 1,106 | ||||||||||
| Selling, general and administrative | 20,450 | 2,741 | ||||||||||||
| Total | $ | 37,546 | $ | 3,847 | ||||||||||
Equity Award Plans
In January 2025, the Board of Directors approved, and the Company adopted the 2025 Incentive Award Plan (the “2025 Incentive Plan”), replacing the 2011 Amended Stock Plan. The 2025 Incentive Plan provides for the grant of stock or cash-based awards to employees and consultants of the Company and its subsidiaries and members of the Board of Directors of the Company. Authorized shares of common stock available under the 2025 Incentive Plan at inception was 30,500,000 shares of common stock. As of December 31, 2025, 19,189,633 shares of common stock were reserved for issuance under the 2025 Incentive Plan.
Following the effectiveness of the 2025 Incentive Plan, the Company ceased making grants under the 2011 Amended Stock Plan and all remaining unissued shares were retired. However, the 2011 Amended Stock Plan continues to govern the terms and conditions of the outstanding awards granted under it. Awards granted under the 2011 Amended Stock Plan that have subsequently been forfeited are cancelled and are no longer available for issuance.
The Company recognizes compensation expense for grants of stock compensation awards on a straight-line basis over the requisite service period of the award’s vesting term.
Stock Options
A summary of stock option activity is set forth in the following table:
| (Value in thousands, life in years) | Number of options | Weighted average exercise price | Weighted average remaining contractual life | Aggregate intrinsic value | ||||||||||||||||||||||
| Outstanding as of December 31, 2023 | 12,820,261 | $1.44 | 9.3 | $ | 13,803 | |||||||||||||||||||||
| Granted | 16,635,601 | $1.18 | ||||||||||||||||||||||||
| Exercised | (51,200) | $1.91 | ||||||||||||||||||||||||
| Forfeited | (4,290) | $0.95 | ||||||||||||||||||||||||
| Expired | (1,039,737) | $1.97 | ||||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 28,360,635 | $1.27 | 9.2 | 22,741 | ||||||||||||||||||||||
| Granted | 1,618,456 | $3.35 | ||||||||||||||||||||||||
| Exercised | (562,446) | $0.61 | ||||||||||||||||||||||||
| Forfeited | (670,367) | $1.79 | ||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 28,746,278 | $1.38 | 8.2 | 27,364 | ||||||||||||||||||||||
| Vested and expected to vest as of December 31, 2025 | 28,746,278 | $1.38 | 8.2 | 27,364 | ||||||||||||||||||||||
| Exercisable as of December 31, 2025 | 17,279,846 | $1.45 | 8.0 | 17,848 | ||||||||||||||||||||||
During the year ended December 31, 2025, the Company accelerated the vesting associated with 388,988 outstanding options resulting in $1.1 million of incremental stock-based compensation expense.
As of December 31, 2025, there was $14.2 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.6 years.
The aggregate intrinsic value of service-based options exercised during the years ended December 31, 2025 and 2024 was $1.0 million and immaterial, respectively. The intrinsic value is the difference between the estimated fair value of the Company’s common stock at the date of exercise and the exercise price for in-the-money stock options.
During the years ended December 31, 2025 and 2024, the grant date fair value of the stock options granted was $1.93 and $0.88 per share, respectively. The fair value of the options issued was determined using the Black-Scholes option pricing model, using the following inputs:
| For the Year Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Weighted average exercise price (per share) | $2.39 | $1.49 | ||||||||||||||||||||||||
| Risk-free rate | 3.7% | - | 3.8% | 4.0% | - | 4.4% | ||||||||||||||||||||
| Expected life (in years) | 5.4 years | - | 6.1 years | 5.0 years | - | 6.2 years | ||||||||||||||||||||
| Expected volatility rate | 58.7% | - | 60.7% | 56.9% | - | 57.5% | ||||||||||||||||||||
| Dividend yield rate | —% | —% | ||||||||||||||||||||||||
The total grant date fair value of stock options that vested during the years ended December 31, 2025 and 2024 was $9.5 million and $2.8 million, respectively.
RSUs
A summary of the Company’s RSU activity is as follows:
| Number of RSUs | Weighted average grant date fair value | |||||||||||||
| Balance as of December 31, 2023 | 3,834,443 | $ | 1.51 | |||||||||||
| Expired | (198,536) | 1.13 | ||||||||||||
| Forfeited | (5,460) | 1.05 | ||||||||||||
| Balance as of December 31, 2024 | 3,630,447 | 1.53 | ||||||||||||
| Granted | 10,164,477 | 2.62 | ||||||||||||
| Vested | (3,961,729) | 1.76 | ||||||||||||
| Forfeited | (473,696) | 2.27 | ||||||||||||
| Balance as of December 31, 2025 | 9,359,499 | $ | 2.58 | |||||||||||
The grant date fair value of RSUs granted under the 2011 Amended Stock Plan was determined by the Board of Directors at each grant date. Immediately prior to the consummation of the Merger, the RSUs existing at that time, which had been granted under the 2011 Amended Stock Plan, had both a service-based condition and a liquidity event condition. The liquidity event condition was satisfied on the consummation of the Merger, and on the date of the Merger, the Company recognized $3.9 million in stock-based compensation expense associated with the vesting of the outstanding RSUs.
As of December 31, 2025, there was $20.6 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.5 years.
Earnout Shares
Certain of the Employee Earnout Shares are subject to ASC 718. See Note 11 — “Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares”.
Employee Stock Purchase Plan
In January 2025, the Board of Directors adopted the 2025 Employee Stock Purchase Plan (the “2025 ESPP”) in order to enable eligible employees to purchase shares of common stock with accumulated payroll deductions. As of December 31, 2025, 3,047,669 shares of common stock were reserved for issuance pursuant to the 2025 ESPP, and no shares of stock had been purchased by employees as the Company had not commenced the 2025 ESPP.About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.