Braze (BRZE) CFO Winkles converts Class B stock options into Class A awards

Rhea-AI Filing Summary

Braze, Inc. Chief Financial Officer Isabelle Winkles reported administrative option adjustments following a share class conversion. Effective January 30, 2026, all outstanding Class B common stock automatically converted into Class A common stock under Braze’s amended and restated certificate of incorporation.

On the same date, each outstanding stock option to purchase Class B shares under the 2011 Equity Incentive Plan was automatically converted into an option to purchase the same number of Class A shares, with exercise prices and expiration dates unchanged. The filing lists multiple stock option grants with exercise prices of $4.88 and $35.01 and expirations in 2030 and 2031, some fully vested and others continuing to vest over time.

Insights

Equity compensation and governance analyst

Mechanical share class and option conversion with no change in economics.

Braze’s amended and restated charter triggered an automatic conversion of all Class B common stock into Class A common stock on January 30, 2026. Isabelle Winkles’ Form 4 reflects corresponding conversions of existing stock options from Class B to Class A.

The option grants retain their original exercise prices of $4.88 and $35.01 and their original expiration dates in 2030 and 2031. Footnotes clarify that one award is fully vested while another continues to vest monthly after an initial vesting on August 1, 2023.

This event is administrative rather than economic: the number of underlying shares per option is unchanged, and there is no reported sale, purchase, or repricing. Future equity disclosures in company filings will show Class A options only, aligning compensation instruments with the single share class structure.

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
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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^*

Winkles Isabelle

(Last) (First) (Middle)

C/O BRAZE, INC., 63 MADISON BUILDING

28 E. 28TH ST., FLOOR 12 MAILROOM

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option (Right to Buy)	$4.88	01/30/2026		J(1)			36,281	(2)	02/03/2030	Class B Common Stock(1)	36,281	$0	0	D
Stock Option (Right to Buy)	$4.88	01/30/2026		J(1)		36,281		(2)	02/03/2030	Class A Common Stock	36,281	$0	36,281	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(1)			120,000	(3)	04/19/2031	Class B Common Stock(1)	120,000	$0	0	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(1)		120,000		(3)	04/19/2031	Class A Common Stock	120,000	$0	120,000	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(1)			40,000	(2)	04/19/2031	Class B Common Stock(1)	40,000	$0	0	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(1)		40,000		(2)	04/19/2031	Class A Common Stock	40,000	$0	40,000	D

Explanation of Responses:

1. Effective January 30, 2026, per the amended and restated certificate of incorporation, all outstanding shares of the Issuer's Class B common stock automatically converted into shares of Issuer's Class A common stock without any actions of the holder (the "Conversion"). At the time of the Conversion, each outstanding option to purchase shares of the Issuer's Class B common stock issued pursuant to the Issuer's Amended and Restated 2011 Equity Incentive Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A common stock. Otherwise, the terms of each such option remained unchanged.

2. This award is fully vested.

3. One fourth (1/4th) of the shares subject to the option award shall vest on August 1, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	02/02/2026
	** 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).
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FAQ

What insider activity did Braze (BRZE) report for CFO Isabelle Winkles on January 30, 2026?

Braze reported that CFO Isabelle Winkles’ existing stock options were converted from Class B common stock to Class A common stock on January 30, 2026. The number of shares, exercise prices, and expiration dates for these options remained the same after the conversion.

Why were Braze (BRZE) stock options in this Form 4 converted from Class B to Class A shares?

The options converted because Braze’s amended and restated certificate of incorporation caused all outstanding Class B common stock to automatically convert into Class A common stock. As a result, each option to purchase Class B shares became an option to purchase the same number of Class A shares.

Did Braze CFO Isabelle Winkles buy or sell shares in this Form 4 filing for BRZE?

No, the Form 4 shows administrative option conversions, not open-market buying or selling. Existing stock options referencing Class B common stock were reclassified to options on Class A common stock, with the same share counts, exercise prices, and expiration dates preserved.

What are the key terms of the Braze (BRZE) stock options reported for Isabelle Winkles?

The filing lists stock options with exercise prices of $4.88 and $35.01, expiring in 2030 and 2031. One award is fully vested, while another vests one-fourth initially on August 1, 2023, then in equal monthly installments over thirty-six months, contingent on continued service.

How many Braze (BRZE) options remain held by CFO Isabelle Winkles after the reported conversions?

After the conversions, the Form 4 shows derivative securities positions including 36,281, 120,000, and 40,000 stock options on Class A common stock in separate grants. These reflect the same quantities that previously referenced Class B shares, now aligned to the Class A share structure.

Does the Braze (BRZE) Form 4 indicate any change to vesting schedules for CFO stock options?

The Form 4 states that only the share class changed and all other option terms remained the same. One award is fully vested, while another continues under its original schedule: one-fourth vested August 1, 2023, with remaining shares vesting monthly subject to ongoing service.