Braze CFO Form 4 shows 12,422-share sale under RSU tax plan

Rhea-AI Filing Summary

Braze, Inc. Chief Financial Officer reports routine share sale

The Chief Financial Officer of Braze, Inc. (BRZE) reported selling 12,422 shares of Class A common stock on 11/18/2025 at a weighted average price of $26.64, in multiple trades between $26.64 and $26.81. This sale was carried out under a non-discretionary sell-to-cover program that Braze implemented on November 16, 2021 and last modified on April 30, 2023 to cover tax withholding obligations from vesting restricted stock units. After this transaction, the officer beneficially owns 263,660 shares, of which 174,410 shares are represented by restricted stock units. A sell-to-cover program automates share sales solely to generate cash for taxes when equity awards vest.

Insider Trade Summary

Net Seller: 12,422 shares ($330,922)

Net Sell 1 txn

Insider Winkles Isabelle

Role Chief Financial Officer

Sold 12,422 shs ($331K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	12,422	$26.64	$331K

Holdings After Transaction: Class A Common Stock — 263,660 shares (Direct)

Footnotes (1)

1. This transaction was effected in accordance with a non-discretionary sell-to-cover program implemented by the Issuer, effective November 16, 2021 and last modified April 30, 2023, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.64 to $26.81 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Of the reported shares, 174,410 shares are represented by restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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)
11/18/2025

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	11/18/2025		S(1)		12,422	D	$26.64(2)	263,660(3)	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. This transaction was effected in accordance with a non-discretionary sell-to-cover program implemented by the Issuer, effective November 16, 2021 and last modified April 30, 2023, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.64 to $26.81 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Of the reported shares, 174,410 shares are represented by restricted stock units.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	11/20/2025
	** 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

What insider transaction did Braze (BRZE) report in this Form 4?

The Chief Financial Officer of Braze, Inc. (BRZE) reported the sale of 12,422 shares of Class A common stock on 11/18/2025.

At what price were the Braze (BRZE) shares sold by the CFO?

The sale was reported at a weighted average price of $26.64 per share, with individual trades executed between $26.64 and $26.81.

Why did the Braze (BRZE) CFO sell 12,422 shares?

The sale was made under a non-discretionary sell-to-cover program used to satisfy tax withholding obligations from vesting restricted stock units.

How many Braze (BRZE) shares does the CFO own after this transaction?

Following the reported sale, the CFO beneficially owns 263,660 shares of Braze, Inc. Class A common stock.

How many of the Braze (BRZE) CFO's shares are restricted stock units?

Out of the reported holdings, 174,410 shares are represented by restricted stock units.

What is the Braze (BRZE) sell-to-cover program mentioned in the filing?

Braze uses a non-discretionary sell-to-cover program, effective since November 16, 2021 and last modified on April 30, 2023, to automatically sell shares to cover taxes due when restricted stock units vest.