BZAI Insider Lane Bess Granted 159,250 RSUs 鈥� Now Owns 12.3M Shares

Q: How many Blaize Holdings (BZAI) shares did Lane Bess acquire?

He received 159,250 restricted stock units on 06/28/2025.

Q: What is Lane Bess鈥檚 total beneficial ownership after the transaction?

He now controls approximately 12.3 million BZAI shares (direct and indirect).

Q: Did the Form 4 include any open-market purchases or sales?

No. The filing shows an RSU award at $0; no open-market activity was reported.

Q: Are there performance conditions attached to any of the shares?

Yes. The filing mentions earn-out shares that vest only if BZAI鈥檚 trading price surpasses specified thresholds.

[Form 4] Everi Holdings Inc Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Blaize Holdings, Inc. (BZAI) 鈥� Form 4 insider transaction

On 06/28/2025, director and >10% shareholder Lane Bess reported the acquisition of 159,250 shares of common stock via a restricted stock unit (RSU) grant priced at $0.00 per share (transaction code 鈥淎鈥�). Following the award, Bess now holds 206,591 shares directly. In addition, he retains substantial indirect interests:

11,653,976 shares through Bess Ventures & Advisory, LLC (includes 1,207,193 earn-out shares)
442,587 shares through the Destin Huang Irrevocable Trust (includes 52,619 earn-out shares)

Total beneficial ownership rises to roughly 12.3 million shares, maintaining his status as a significant insider stakeholder.

The RSU grant strengthens management鈥搒hareholder alignment but is non-cash and therefore has no immediate capital inflow to the company. Dilution impact appears limited, though materiality depends on Blaize鈥檚 total shares outstanding (not disclosed in the filing). No derivative transactions were reported, and the award vests subject to the terms of the grant agreement.

Positive

Increased insider ownership: Lane Bess鈥檚 direct holdings rise to 206,591 shares, reinforcing alignment with public shareholders.
Performance-based earn-outs: 47,341 direct and 1.26 m indirect earn-out shares tie part of compensation to future share-price thresholds.

Negative

Potential dilution: New RSU issuance adds shares at $0 consideration, marginally diluting existing holders.
Concentration risk: Combined 12.3 m-share stake leaves significant voting power with a single insider.

Insights

TL;DR 鈥� Routine RSU award; minimal dilution, confirms insider confidence, overall neutral.

The 159k-share RSU grant increases Lane Bess鈥檚 direct stake by ~340% (from 47k to 206k) but represents barely 1% of his overall 12.3 m-share position. Because the award is at $0, the company receives no cash; any dilution hinges on total shares outstanding鈥攍ikely immaterial given BZAI鈥檚 post-SPAC float. Insider accumulation鈥攅specially from a director already holding >10%鈥攎ay be viewed positively for alignment, yet the lack of an open-market purchase tempers its signaling value. With no other transactions or price data disclosed, I classify the filing as neutral for valuation.

TL;DR 鈥� Governance-standard equity compensation; investors should watch cumulative dilution.

The RSU issuance follows typical governance practice: equity-based compensation aligns incentives without immediate cash cost. Footnotes reveal earn-out shares tied to performance thresholds, an additional alignment mechanism dating from the company鈥檚 de-SPAC process. The aggregate insider ownership (>12 m shares) preserves a strong insider influence over votes and strategic direction. While shareholder dilution appears modest today, investors should monitor future vesting schedules and earn-out triggers that could expand the float. No red flags on reporting accuracy鈥攅lectronic signature and separate Section 16 filings for related entities are properly noted.

07/02/2025 - 07:13 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VALLI TODD A.

(Last)

(First)

(Middle)

7250 S. TENAYA WAY

SUITE 100

(Street)

LAS VEGAS

89113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Everi Holdings Inc. [ EVRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CAO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2025		D		57,413⁽¹⁾⁽²⁾	D	$14.25⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$1.46	07/01/2025		D			20,000	⁽³⁾	05/13/2026	Common Stock	20,000	$1.46	0	D
Stock Option	$3.29	07/01/2025		D			40,000	⁽³⁾	03/08/2027	Common Stock	40,000	$3.29	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			2,666	⁽⁴⁾	⁽⁴⁾	Common Stock	2,666	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			7,000	⁽⁴⁾	⁽⁴⁾	Common Stock	7,000	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			11,500	⁽⁴⁾	⁽⁴⁾	Common Stock	11,500	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			12,250	⁽⁴⁾	⁽⁴⁾	Common Stock	12,250	⁽⁴⁾	0	D

Explanation of Responses:

1. This Form reports securities disposed of pursuant to certain transactions (the "Proposed Transaction") contemplated by the definitive agreements Everi Holdings Inc. (the "Company") entered into on July 26, 2024 with International Game Technology PLC, a public limited company incorporated under the laws of England and Wales ("IGT"), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT ("Spinco"), Voyager Parent, LLC, a Delaware limited liability company ("Buyer"), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer ("Buyer Sub"). These definitive agreements entered into by the parties in connection with the Proposed Transaction include, among others, an Agreement and Plan of Merger, dated as of July 26, 2024, by and among IGT, Spinco, the Company, Buyer, and Buyer Sub (the "Merger Agreement").

2. (cont'd from Footnote 1) Pursuant to the Merger Agreement and the other definitive agreements, on July 1, 2025 (the "Effective Time"), the Company became a wholly-owned subsidiary of Buyer. At the Effective Time, each share of the Company's common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration, without interest in accordance with the Delaware General Corporation Law.

3. Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock, whether vested or unvested (each, an "Option") that is outstanding and unexercised immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the excess, if any, of (a) $14.25 over the per share exercise price of such Option, multiplied by (b) the number of shares of the Company's common stock covered by such Option immediately prior to the Effective Time, payable subject to the same time-basedvesting terms and as in effect for such Option immediately prior to the Effective Time and in accordance with the terms of the Merger Agreement.

4. Pursuant to the Merger Agreement, each of the Company's restricted stock units (each, an "RSU") that is outstanding as of immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the product of (a) $14.25 and (b) the number of shares of the Company's common stock subject to each such RSU, payable subject to the same time-based vesting terms and otherwise substantially the same terms and conditions as in effect for such RSU immediately prior to the Effective Time.

	/s/ Todd A. Valli, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

How many Blaize Holdings (BZAI) shares did Lane Bess acquire?

He received 159,250 restricted stock units on 06/28/2025.

What is Lane Bess鈥檚 total beneficial ownership after the transaction?

He now controls approximately 12.3 million BZAI shares (direct and indirect).

Did the Form 4 include any open-market purchases or sales?

No. The filing shows an RSU award at $0; no open-market activity was reported.

Are there performance conditions attached to any of the shares?

Yes. The filing mentions earn-out shares that vest only if BZAI鈥檚 trading price surpasses specified thresholds.

Will the RSU grant affect Blaize Holdings鈥� cash position?

No. RSUs are a non-cash equity incentive; the company receives no cash proceeds.

AG真人官方

[Form 4] Everi Holdings Inc Insider Trading Activity

Insights

FAQ

How many Blaize Holdings (BZAI) shares did Lane Bess acquire?

What is Lane Bess鈥檚 total beneficial ownership after the transaction?

Did the Form 4 include any open-market purchases or sales?

Are there performance conditions attached to any of the shares?

Will the RSU grant affect Blaize Holdings鈥� cash position?

NYSE:EVRI

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[Form 4] Everi Holdings Inc Insider Trading Activity

Insights

Equity Research Analyst neutral

Corporate Governance Specialist neutral

FAQ

How many Blaize Holdings (BZAI) shares did Lane Bess acquire?

What is Lane Bess鈥檚 total beneficial ownership after the transaction?

Did the Form 4 include any open-market purchases or sales?

Are there performance conditions attached to any of the shares?

Will the RSU grant affect Blaize Holdings鈥� cash position?

NYSE:EVRI

EVRI Rankings

EVRI Latest News

EVRI Latest SEC Filings

EVRI Stock Data