[Form 4] Braze, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Braze, Inc. (BRZE) – Form 4 Insider Transaction

Director Fernando Machado was granted 5,033 Class A common-stock RSUs on 26 June 2025. The award was recorded with transaction code “A” (acquisition) at a cost basis of $0, reflecting a compensation grant rather than an open-market purchase. The RSUs will vest on the earlier of (i) 26 June 2026 or (ii) the day immediately preceding Braze’s 2026 annual shareholders’ meeting, conditional on the director’s continued service.

Following this grant, Machado beneficially owns 13,970 Class A shares directly. No derivative securities were reported, and there were no dispositions. The filing does not reference any Rule 10b5-1 trading plan or indicate cessation of Section 16 obligations.

The transaction is routine board compensation, adds modest equity alignment for the director, and does not materially affect Braze’s capital structure.

Insights

Corporate Governance Expert

TL;DR: Routine RSU grant; raises director ownership to 13,970 shares, immaterial to float and fundamentals.

This Form 4 shows a standard annual equity award to Director Fernando Machado. The 5,033-share RSU block represents a low-six-figure value relative to Braze’s market cap and is consistent with peer-group director compensation practices. Because the shares vest over one year or until the 2026 AGM, the grant primarily serves as a retention and alignment tool, signalling continued board engagement. There is no open-market buying or selling, so the filing provides limited insight into insider sentiment. From a governance standpoint, the award structure (100% RSUs, single-year cliff) is conventional and shareholder-friendly. Overall impact on investors is neutral: no dilution concerns, no cash outflow, and no negative signaling.

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^*

Machado Fernando

(Last) (First) (Middle)

C/O BRAZE, INC., 63 MADISON BUILDING

28 E. 28TH STREET, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/26/2025		A		5,033(1)	A	$0	13,970	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. The reported securities represent a restricted stock unit ("RSU") award and shall vest on the earlier of (i) June 26, 2026, or (ii) the date immediately preceding the date of the Issuer's 2026 annual meeting of stockholders, in each case subject to the Reporting Person's continuous service on such vesting date.

Remarks:

	/s/ Susan Wiseman, Attorney-in-Fact	06/27/2025
	** 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.

FAQ

How many Braze (BRZE) shares did Director Fernando Machado acquire?

He received 5,033 restricted stock units, recorded as an acquisition at $0 cost.

What is Fernando Machado's total beneficial ownership after the transaction?

Following the RSU grant, he directly owns 13,970 Class A shares.

When will the granted RSUs vest?

The RSUs vest on the earlier of 26 June 2026 or the day before Braze’s 2026 annual meeting, contingent on continued service.

Was this transaction part of a Rule 10b5-1 trading plan?

The filing does not indicate that the grant was made under a Rule 10b5-1 plan.

Does the Form 4 signal any insider selling pressure?

No. It reports a compensation-related grant with no share disposals, so it does not suggest selling pressure.