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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
April 28, 2026
______________________________________________________________
Braze, Inc.
(Exact name of registrant as specified in its
charter)
______________________________________________________________
| Delaware |
001-41065 |
45-2505271 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
63 Madison Building
28 East 28th Street, Floor 12
New York, New York 10016
(Address of principal executive offices, including
zip code)
(609) 964-0585
(Registrant's telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since
last report)
______________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share |
BRZE |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
☐
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April
28, 2026, Braze, Inc. (the “Company”) announced that Isabelle Winkles will resign as Chief Financial Officer of the Company,
effective May 29, 2026 (the “Termination Date”). Thereafter, Ms. Winkles has agreed to provide advisory services to the Company
as a consultant until August 17, 2026.
On April 28, 2026, the Company and Ms.
Winkles entered into a consulting agreement (the “Consulting Agreement”) pursuant to which Ms. Winkles shall provide
advisory services to the Company from the Termination Date until August 17, 2026. Under
the Consulting Agreement, Ms. Winkles will be entitled to receive the continued vesting of a portion of specified outstanding
restricted stock units (the “Equity Awards”) until August 17, 2026,
provided, that if the Consulting Agreement is terminated for convenience by the Company or as a result of Ms. Winkles’s death
or disability, in either case, prior to August 17, 2026, then the portion of the Equity
Awards that would have otherwise vested on or prior to August 17, 2026, will be
accelerated to vest as of the date of such event. The Consulting Agreement also includes a standard release of claims for the
benefit of the Company.
The foregoing summary of the Consulting Agreement
does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Consulting Agreement, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April
28, 2026, the Company issued a press release announcing the anticipated leadership change described
herein and reaffirming the Company’s financial guidance for the first quarter of and full fiscal year ended January 31, 2027 that
was previously provided on March 24, 2026. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
***
The information contained in Item 7.01 and the
accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Consulting Agreement between Isabelle Winkles and Braze,
Inc., dated April 28, 2026 |
| 99.1 |
|
Press Release of Braze, Inc., dated April 28, 2026 |
| 104 |
|
Cover Page Interactive Data (embedded within the Inline
XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
BRAZE, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ Susan
Wiseman |
| |
Susan Wiseman |
| |
General Counsel |
Dated: April 28, 2026
Exhibit 99.1
Braze to Report Fiscal First Quarter 2027 Results;
Reaffirms First Quarter and FY27 Guidance
Company Shares Management Team Updates
NEW YORK — April 28, 2026 — Braze (Nasdaq: BRZE), the
leading customer engagement platform that empowers brands to Be Absolutely Engaging™, announced today that it will release its financial
results for the first quarter of the 2027 fiscal year after U.S. financial markets close on Wednesday, May 27, 2026. Braze will host a
webcast conference call to discuss its financial results at 4:30 pm ET (1:30 pm PT) on the same day. The webcast will be available under
the events section of its Investor site at investors.braze.com.
In addition, Braze is reaffirming the financial guidance provided on
March 24, 2026 for both the first quarter and the full year of its current fiscal year (which ends January 31, 2027).
Management Team Updates
Isabelle Winkles, Chief Financial Officer, has advised the company that
she will step down from her role at Braze to pursue another opportunity at a privately held company. Ms. Winkles will continue to serve
as the company’s CFO until May 29, 2026, overseeing the close of the current quarter and joining for the presentation of Q1 financial
results to the investment community on May 27th. Thereafter, Ms. Winkles will serve in an advisory capacity through August 17, 2026 to
ensure a smooth transition.
The company plans to appoint Pankaj Malik, currently Chief Accounting
Officer, as its Interim Chief Financial Officer. Mr. Malik has led the accounting department of Braze since 2021. Braze has also begun
a formal search to permanently fill the CFO role.
"We are grateful for Isabelle’s leadership and contributions
to Braze. Since joining in 2020, her dedication and support have contributed to our success, including navigating the COVID era, the successful
execution of our IPO, and overseeing a material improvement to Braze's profitability and free cash flow in subsequent years. We wish her
continued success in her future role," said Bill Magnuson, Cofounder and CEO of Braze. "I look forward to working with Pankaj
in the interim CFO role. As a valued leader on our finance team, I am confident that he will support a seamless transition as we continue
to execute on the market opportunity in front of us. We remain steadfast in our strong market position and continued growth, and I look
forward to sharing more during our first quarter earnings call on May 27, 2026."
Braze Welcomes Chief Information Officer
Nick Rockwell will join the company as Chief Information Officer effective
June 1, 2026. Nick will report to Braze Cofounder and Chief Technology Officer, Jon Hyman. In his role as CIO, Nick will lead initiatives
related to compliance, data governance, AI transformation, enterprise business data flows, and corporate IT. Nick previously held
technology and operations leadership roles at Fastly, Inc., the edge cloud platform. Prior to Fastly, Nick was Chief Technology and Chief
Information Officer at The New York Times, where he helped the Times make the transition to a digital-first company. Throughout his career,
Nick has worked at the intersection of media and technology, scaling companies and building digital products for mass audiences.
“Nick has a strong track record of delivering business value with
technology at prominent public companies. His ability to provide engineering and infrastructure leadership to high-performance technology
businesses, alongside operational management of enterprise systems at scale makes him an incredible fit for Braze. In particular, Nick's
focus on AI enterprise transformation will support ongoing AI transformation across Braze while maintaining high compliance and governance
standards,” said Jon Hyman, Cofounder and Chief Technology Officer of Braze.
About Braze
Braze is the leading customer engagement platform that empowers brands to Be Absolutely Engaging™. Braze helps brands deliver
great customer experiences that drive value both for consumers and for their businesses. Built on a foundation of composable intelligence,
BrazeAI™ allows marketers to combine and activate AI agents, models, and features at every touchpoint throughout the Braze Customer
Engagement Platform for smarter, faster, and more meaningful customer engagement. From cross-channel messaging and journey orchestration
to Al-powered decisioning and optimization, Braze enables companies to turn action into interaction through autonomous, 1:1 personalized
experiences. The company has repeatedly been recognized as a Leader in marketing technology by industry analysts, and was voted a G2 “Best
of Marketing and Digital Advertising Software Product” in 2025. Braze was also named
a 2025 Best Companies To Work For by U.S. News & World Report, a 2025 America’s Greatest Companies by Newsweek, and a 2025 Fortune
Best Workplace in Technology™ by Great Place To Work®. The company is headquartered in New York with 15 offices across
the Americas, EMEA, and APAC. Learn more at braze.com.
Forward-looking Statements
This press release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995,
including but not limited to, statements regarding Braze’s financial outlook for the first quarter of and the full fiscal year ended
January 31, 2027. These forward-looking statements are based on current expectations, estimates, forecasts and projections. Words such
as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,”
“hope,” “intend,” “may,” "might,” “potential,” “predict,” “project,”
“shall,” “should,” “target,” “will” and variations of these terms and similar expressions
are intended to identify these forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements are
based on Braze’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions
and changes in circumstances that may cause Braze’s actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not
limited to, risks and uncertainties related to: (1) the extent to which Braze achieves anticipated financial targets; (2) Braze’s
ability to realize its broader strategic and operating objectives; (3) unstable market and economic conditions may have serious adverse
consequences on Braze’s business, financial condition and share price; (4) Braze’s recent rapid revenue growth may not be
indicative of its future revenue growth; (5) Braze’s history of operating losses; (6) Braze’s limited operating history at
its current scale; (7) Braze’s ability to successfully manage its growth; (8) the accuracy of estimates of market opportunity and
forecasts of market growth and the impact of global and domestic socioeconomic events on Braze’s business; (9) Braze’s ability
and the ability of its platform to adapt and respond to changing customer or consumer needs, requirements or preferences; (10) Braze’s
ability to attract new customers and renew existing customers; (11) the competitive markets in which Braze participates and the intense
competition that it faces; (12) Braze’s ability to adapt and respond effectively to rapidly changing technology, evolving cybersecurity
and data privacy risks, evolving industry standards or changing regulations; and (13) Braze’s reliance on third-party providers
of cloud-based infrastructure; as well as other risks and uncertainties discussed in the “Risk Factors” section of Braze’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 25, 2026, and other subsequent filings Braze
makes with the SEC from time to time. The forward-looking statements included in this press release represent Braze’s views only
as of the date of this press release and Braze assumes no obligation, and does not intend to update these forward-looking statements,
except as required by law.
Investors:
Christopher Ferris
ir@braze.com
Media:
Steve Ballerini
Press@braze.com
