Backblaze, Inc., the San Francisco cloud-storage company that trades on Nasdaq under the symbol BLZE, filed a current report on Form 8-K reporting an event dated June 16, 2026. The filing, made under Item 1.01 (entry into a material definitive agreement) and Item 3.02 (unregistered sales of equity securities), states that the company entered a Master Strategic Agreement with CoreWeave, Inc., along with Addendum No. 1 to that agreement, under which Backblaze will provide CoreWeave with cloud object storage capacity on its B2 Cloud Storage platform and a managed storage solution located in CoreWeave's data centers. The filing describes B2 Cloud Storage as an infrastructure-as-a-service offering housed in Backblaze's own data centers.

According to the filing, the Master Strategic Agreement remains in effect for as long as CoreWeave uses the services under order forms submitted pursuant to the agreement, subject to termination by either party under certain circumstances set out in the document. In connection with entering the agreement, the parties signed order forms with terms of five and seven years. The company states that it estimates the total contract value payable over the term of the initial order forms at approximately $335 million, while cautioning that actual amounts will depend on the storage capacity utilized and other factors and may differ from that estimate. The 8-K does not characterize the agreement beyond these disclosed terms, and the descriptions of the underlying documents are qualified by reference to the full text of the agreements filed as exhibits.

"The Company estimates that the total contract value payable over the term of the initial order forms will be approximately $335 million, although actual amounts will depend on the storage capacity utilized and other factors and may differ from this estimate."— Backblaze, Inc., Form 8-K (event dated June 16, 2026), source

The estimate is the company's own figure for the initial order forms rather than a recognized revenue line, and the filing twice frames it as dependent on usage. Backblaze states that the agreement contains terms customary for an arrangement of its type, including provisions relating to service levels, data security and privacy, confidentiality, indemnification and limitations of liability, as well as certain protective provisions in favor of each of CoreWeave and the company. The filing does not disclose pricing per unit of capacity, minimum commitment levels in dollar terms, or the counterparties' rights under the termination provisions; those details sit in the underlying agreements, from which the company says it has omitted certain commercially sensitive information in accordance with Item 601(b)(10)(iv) of Regulation S-K.

The warrant structure attached to the agreement

The equity component of the disclosure is the part filed under Item 3.02. On June 16, 2026, the same date as the agreement, Backblaze issued CoreWeave two Common Stock Purchase Warrants. The first, which the filing calls the Initial Warrant, is exercisable for up to 3,053,314 shares of the company's common stock. The second, the Additional Warrant, is exercisable for up to 1,141,562 shares. Together the two instruments cover up to 4,194,876 shares, which the filing collectively terms the Warrant Shares. Both warrants carry an exercise price of $7.60 per share, a figure the company states was derived from a volume-weighted average price formula. The filing reports that the warrants and the warrant shares were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, as a transaction not involving a public offering, to a single accredited investor and without any underwriters, underwriting discounts, or commissions.

The two warrants vest on different terms. The filing states that the Initial Warrant will vest and become exercisable in twenty equal quarterly installments of 5% each over a five-year period, in each case so long as the Master Strategic Agreement remains in effect. The Additional Warrant, by contrast, vests in tranches based on contracted-for storage capacity, up to 100% of the Additional Warrant Shares, with the filing specifying that no Additional Warrant Shares will be issued if CoreWeave exceeds the minimum contracted-for storage capacity required. The structure ties one warrant to the passage of time under the agreement and the other to the volume of capacity CoreWeave contracts for, which links the equity CoreWeave can acquire to the scale of the commercial relationship the agreement governs.

The filing adds several conditions that bound the warrants. It states that any unvested portion of either warrant will become fully vested and exercisable immediately prior to a change of control of the company, as defined in the warrants, that occurs before termination of the agreement, subject to certain conditions and the potential for forfeiture as described in the warrants. The exercise of the warrants is also subject to certain limitations on aggregate share ownership after giving effect to such exercise. The Initial Warrant expires on June 16, 2032, and the Additional Warrant expires on June 16, 2035, dates that fall roughly six and nine years after issuance and that bracket the five- and seven-year order-form terms disclosed for the underlying services.

Registration rights and what the filing does and does not say

Concurrently with the warrants, the filing states that Backblaze and CoreWeave entered into a Registration Rights Agreement under which the company agreed to file a registration statement covering the resale of the warrant shares with the SEC no later than 60 days after the warrants were issued, and to use commercially reasonable efforts to have that registration statement declared effective and kept effective for the period specified in the agreement. The filing describes the Registration Rights Agreement as containing customary provisions covering registration procedures, permitted suspension periods, indemnification, registration expenses to be borne by the company, and certain sales-volume limitations. The 60-day commitment places the resale registration on a defined near-term timetable that the company would be expected to act on following the June 16 issuance.

The 8-K also includes an Item 7.01 Regulation FD disclosure noting that Backblaze issued a press release announcing the agreement on June 23, 2026, furnished as an exhibit, and it lists the operative documents as exhibits 4.1 and 4.2 (the two warrants), 4.3 (the Registration Rights Agreement), and 10.1 and 10.2 (the Master Strategic Agreement and Addendum No. 1). The exhibit list notes that certain confidential information has been redacted from the warrants and the agreement and that annexes and exhibits to several documents have been omitted, with the company agreeing to furnish them to the SEC on a confidential basis on request. The report was signed by Marc Suidan, the company's Chief Financial Officer.

For readers tracking the disclosure rather than any framing around it, the filing establishes a defined set of facts: Backblaze entered a Master Strategic Agreement with CoreWeave on June 16, 2026 to supply B2 Cloud Storage capacity and a managed storage solution in CoreWeave's data centers, under order forms of five and seven years, with an estimated total contract value of approximately $335 million that the company says depends on usage. In connection with that agreement, Backblaze issued CoreWeave an Initial Warrant for up to 3,053,314 shares and an Additional Warrant for up to 1,141,562 shares, each at a $7.60 exercise price, with time-based and capacity-based vesting respectively, expiry dates of June 16, 2032 and June 16, 2035, change-of-control acceleration, ownership-based exercise limits, and resale registration rights requiring a filing within 60 days. Each of those terms is stated in the 8-K itself or its description of the attached exhibits, and the full text of the agreements governs in the event of any discrepancy.