Braze CRO has shares withheld for tax obligations

Braze, Inc. Chief Revenue Officer Edward M. McDonnell reported a tax-related share disposition.

Rhea-AI Filing Summary

Braze, Inc. Chief Revenue Officer Edward M. McDonnell reported a tax-related share disposition. A total of 4,376 shares of Class A common stock were withheld at $20.87 per share to satisfy tax withholding obligations upon vesting of equity awards. After this withholding, he holds 532,332 shares directly, and a footnote states that 528,137 of these shares are represented by restricted stock units.

Insider Trade Summary

Exercise Price or Tax Liability: 4,376 shares

Exercise Price or Tax Liability 1 txn

Insider McDonnell Edward M.

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	4,376	$20.87	$91K

Holdings After Transaction: Class A Common Stock — 532,332 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting and settlement of the underlying equity awards.
2. F2. Of the reported shares, 528,137 shares are represented by restricted stock units.

Key Figures

Tax-withheld shares: 4,376 shares Withholding share value: $20.87/share Shares after transaction: 532,332 shares +1 more

4 metrics

Tax-withheld shares 4,376 shares Shares withheld for tax obligations on <date>May 15, 2026</date>

Withholding share value $20.87/share Valuation of withheld Class A shares

Shares after transaction 532,332 shares Direct Class A holdings following tax withholding

RSUs represented 528,137 shares Reported shares represented by restricted stock units

Key Terms

tax withholding obligations, restricted stock units, Class A Common Stock, tax-withholding disposition

4 terms

tax withholding obligations financial

"Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting"

restricted stock units financial

"Of the reported shares, 528,137 shares are represented by restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Braze (BRZE) disclose for Edward M. McDonnell?

Braze’s Chief Revenue Officer reported a tax-withholding transaction involving 4,376 Class A shares. These shares were withheld by the company to cover tax obligations triggered by the vesting of equity awards, rather than sold in an open-market transaction.

At what price were the withheld Braze (BRZE) shares valued in this Form 4?

The 4,376 withheld Class A shares were valued at $20.87 per share. This price is used to determine the value of shares applied toward the reporting person’s tax obligations at the time the underlying equity awards vested and settled.

How many Braze (BRZE) shares does the CRO hold after the tax withholding?

Following the tax withholding disposition, the Chief Revenue Officer is reported to hold 532,332 Class A shares directly. A footnote adds that 528,137 of these reported shares are represented by restricted stock units, which typically vest over time according to award terms.

Does the Braze (BRZE) Form 4 indicate an open-market sale by the CRO?

The Form 4 does not show an open-market sale by the Chief Revenue Officer. Instead, it records an F-code tax-withholding disposition, where shares are withheld by Braze to satisfy tax liabilities created when the executive’s equity awards vested and settled.

What does the Braze (BRZE) Form 4 say about restricted stock units held by the CRO?

A footnote explains that 528,137 of the reported shares are represented by restricted stock units. These RSUs are equity awards that typically convert into shares as they vest, forming a significant portion of the executive’s reported Braze equity position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:34 PM EDT Learn about SEC filing dates

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^*

McDonnell Edward M.

(Last) (First) (Middle)

C/O BRAZE, INC., 63 MADISON BUILDING

28 E. 28TH ST., FLOOR 12 MAILROOM

(Street)

NEW YORK NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [ BRZE ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2026		F		4,376(1)	D	$20.87	532,332(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting and settlement of the underlying equity awards.

2. Of the reported shares, 528,137 shares are represented by restricted stock units.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)