Backblaze Inc. has priced a private offering of convertible senior notes totaling $175 million, an increase from the initially announced $150 million target, according to a regulatory filing.
The notes, issued to qualified institutional buyers under Rule 144A of the Securities Act of 1933, carry a 0.00% coupon and mature on August 15, 2031. Backblaze will have the option to settle conversions in cash, shares of its Class A common stock, or a combination of both.
The initial conversion rate is set at 45.5705 shares per $1,000 principal amount, translating to a conversion price of approximately $21.94 per share. This represents a 30% premium over Backblaze’s Class A common stock closing price of $16.88 on August 19, 2026, on the Nasdaq Global Market.
The company also entered capped call transactions with financial institutions covering the underlying shares, with a cap price of $33.76 per share—equivalent to a 100% premium over the prior day’s closing price. Initial purchasers were granted a 13-day option to acquire an additional $26.25 million in notes, which, if fully exercised, would bring total proceeds to $192.7 million.
Estimated net proceeds after discounts and expenses are approximately $167.2 million, or $192.7 million if the option is exercised in full. Backblaze plans to allocate roughly $15.2 million of the proceeds to capped call transactions, with the remainder directed toward general corporate purposes, including capital expenditures.
The notes are senior, unsecured obligations and may not be redeemed by Backblaze before August 20, 2029. After that date, the company may redeem all or part of the notes for cash if the stock price has been at least 130% of the conversion price for a specified period. The offering is expected to close on August 24, 2026.
