BRZE Form 4: CTO Sell-to-Cover Trade Reduces Holdings to 205,106 Shares

Rhea-AI Filing Summary

Braze, Inc. (BRZE) Chief Technology Officer Jonathan Hyman reported a sale of 8,918 shares of Class A common stock on 08/19/2025 at a price of $25.94 per share. The filing states the sale was effected under a non-discretionary sell-to-cover program implemented by the company to satisfy tax withholding obligations related to vesting restricted stock units.

After the transaction Hyman beneficially owns 205,106 shares, of which 145,359 are represented by restricted stock units. The Form 4 was signed by an attorney-in-fact on 08/21/2025.

Positive

• Transaction executed under a company sell-to-cover program, indicating a pre-established, non-discretionary mechanism to satisfy taxes
• Clear disclosure of remaining beneficial ownership including the number of shares represented by restricted stock units (145,359)

Negative

• Reported sale reduced direct holdings by 8,918 shares, which may modestly decrease the reporting person’s immediate equity stake
• Transaction price $25.94 per share realized on the disposition; filing does not state whether other sales are planned

Insights

Financial Analyst

TL;DR: Insider sold a small portion of vested shares under a pre-established sell-to-cover plan; ownership remains significant.

The reported disposition of 8,918 shares at $25.94 per share appears to be a routine sell-to-cover to meet tax withholding on vested restricted stock units rather than an open-market trading decision. The post-transaction beneficial ownership of 205,106 shares retains substantial exposure to company equity. This disclosure is standard and provides transparency about executive equity monetization and remaining incentive alignment.

Corporate Governance Expert

TL;DR: Transaction follows an established non-discretionary plan, indicating compliance with Rule 10b5-1 conditions and internal policy.

The filing explicitly notes the sale was conducted pursuant to a non-discretionary sell-to-cover program implemented by the issuer, which supports an affirmative defense under Rule 10b5-1. Reporting of the transaction on Form 4 and the inclusion of RSU counts improves transparency about executive compensation realization and tax-related share processing.

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).

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^*

Hyman Jonathan

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		S(1)		8,918	D	$25.94	205,106(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. 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. Of the reported shares, 145,359 shares are represented by restricted stock units.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	08/21/2025
	** 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 did Jonathan Hyman (BRZE) report on Form 4?

He reported selling 8,918 shares of Class A common stock on 08/19/2025 at $25.94 per share under a company sell-to-cover program.

How many shares does the reporting person beneficially own after the transaction?

205,106 shares beneficially owned following the reported transaction, including 145,359 shares represented by restricted stock units.

Why were the shares sold according to the Form 4?

The sale was to satisfy tax withholding obligations arising from the vesting of restricted stock units, executed under a non-discretionary sell-to-cover program.

Was the sale discretionary or part of a Rule 10b5-1 plan?

The filing indicates the transaction was non-discretionary and intended to satisfy Rule 10b5-1(c) conditions via the issuer’s sell-to-cover program.

When was the Form 4 signed and filed?

The signature by attorney-in-fact is dated 08/21/2025; the underlying transaction date is 08/19/2025.