Braze (NASDAQ: BRZE) grants CRO 102,854 RSUs with holding lock

Rhea-AI Filing Summary

McDonnell Edward M. reported acquisition or exercise transactions in this Form 4 filing.

Braze, Inc. Chief Revenue Officer Edward M. McDonnell reported an award of 102,854 shares of Class A common stock in the form of restricted stock units. These RSUs vest in 12 equal quarterly installments starting on May 15, 2026, subject to his continuous service and a two-year post-vest holding requirement. After this grant, a total of 536,708 shares are represented by restricted stock units held by the executive.

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

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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^*

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)
03/18/2026

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	03/18/2026		A		102,854(1)	A	$0.00	536,708(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. These shares represent a restricted stock unit ("RSU") award, which shall vest in 12 equal quarterly installments with the first vesting date being May 15, 2026. The vesting of the RSUs are subject to the Reporting Person's continuous service through such vesting date and a two-year-post-vest holding requirement.

2. Of the reported shares, 536,708 shares are represented by restricted stock units.

	/s/ Nathan Jeffries, Attorney-in-Fact	03/20/2026
	** 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)

FAQ

What did Braze (BRZE) Chief Revenue Officer report in this Form 4?

The Chief Revenue Officer reported receiving 102,854 shares of Braze Class A common stock as a restricted stock unit award. The grant is compensation-related, not an open-market purchase, and increases his directly held RSU-based share position to a total of 536,708 shares.

How many Braze (BRZE) RSUs were granted to the CRO in this transaction?

The transaction reflects a grant of 102,854 restricted stock units of Braze Class A common stock. These RSUs carry no purchase price and form part of the executive’s equity compensation package, vesting over time rather than being immediately unrestricted and fully tradeable common shares.

What is the vesting schedule for the 102,854 Braze (BRZE) RSU award?

The 102,854 restricted stock units vest in 12 equal quarterly installments, with the first vesting date on May 15, 2026. Vesting is conditioned on the executive’s continuous service through each vesting date, followed by a two-year post-vest holding requirement for the resulting shares.

What ongoing service conditions apply to the Braze (BRZE) CRO’s new RSUs?

The RSUs vest only if the Chief Revenue Officer remains in continuous service through each quarterly vesting date beginning May 15, 2026. In addition, shares delivered upon vesting are subject to a two-year post-vest holding requirement, extending the effective lock-up period for this equity award.

How many Braze (BRZE) shares are now represented by RSUs for the CRO?

Following this award, 536,708 shares associated with the Chief Revenue Officer are represented by restricted stock units. This figure includes the newly granted 102,854 RSUs and reflects his total RSU-based exposure to Braze Class A common stock as reported in this insider filing.