S-3 1 ny20078922x1_s3.htm S-3

As filed with the Securities and Exchange Commission on August 3, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BACKBLAZE, INC.

(Exact name of registrant as specified in its charter)


Delaware			20-8893125
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

2261 Market Street STE 81006

San Francisco, CA 94114

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gleb Budman

Chief Executive Officer

Backblaze, Inc.

2261 Market Street STE 81006

San Francisco, CA 94114

(650) 352-3738

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Evangeline Cheung Head of Legal & Compliance Backblaze, Inc. 2261 Market Street STE 81006 San Francisco, CA 94114 (650) 352-3738			Stephen C. Hinton Erin Reeves McGinnis Bradley Arant Boult Cummings LLP 1221 Broadway Nashville, TN 37203 (615) 252-3585

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
PROSPECTUS SUMMARY			4
THE OFFERING			5
RISK FACTORS			6
USE OF PROCEEDS			7
PLAN OF DISTRIBUTION			8
SELLING STOCKHOLDER			10
LEGAL MATTERS			12
EXPERTS			12
WHERE YOU CAN FIND MORE INFORMATION			12
INCORPORATION BY REFERENCE			13


			Amount to be paid
SEC registration fee			$6,691
FINRA filing fee			$^*
Printing and engraving expenses			$^*
Legal fees and expenses			$40,000
Accounting fees and expenses			$^*
Miscellaneous expenses			$^*
Total			$^*


			BACKBLAZE, INC.

			/s/ Gleb Budman
			Name:			Gleb Budman
			Title:			Chief Executive Officer


Signature	Title	Date

/s/ Gleb Budman	Chief Executive Officer and Chair of the Board of Directors (Principal Executive Officer)	August 3, 2026
Gleb Budman		August 3, 2026

/s/ Marc Suidan	Chief Financial Officer Principal Financial and Accounting Officer)	August 3, 2026
Marc Suidan		August 3, 2026

/s/ Jocelyn Carter Miller	Director	August 3, 2026
Jocelyn Carter Miller	Director	August 3, 2026

/s/ Evelyn D’An	Director	August 3, 2026
Evelyn D’An	Director	August 3, 2026

/s/ Earl Fry	Director	August 3, 2026
Earl Fry	Director	August 3, 2026

/s/ Barbara Nelson	Director	August 3, 2026
Barbara Nelson	Director	August 3, 2026