Tax-related stock sale by Braze (BRZE) CEO covers RSU vesting

Rhea-AI Filing Summary

Braze, Inc. director and Chief Executive Officer William Magnuson reported an open-market sale of 26,413 shares of Class A common stock at $16.93 per share on February 18, 2026. According to the filing, the transaction was carried out under a non-discretionary sell-to-cover program to satisfy tax withholding obligations from vesting restricted stock units. Following the sale, Magnuson directly held 4,491,098 shares, including restricted stock units, and indirectly held 470 shares through a limited liability company in which he is a member and shares voting and investment control.

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).

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^*

Magnuson William

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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
Class A Common Stock	02/18/2026		S(1)		26,413	D	$16.93	4,491,098(2)	D
Class A Common Stock								470	I	See footnote(3)

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, 327,318 shares are represented by restricted stock units.

3. The securities are held by a limited liability company in which the reporting person is a member. The reporting person shares voting and investment control of the shares and may be deemed to beneficially own the shares.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	02/20/2026
	** 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.

FAQ

What insider transaction did Braze (BRZE) report for its CEO?

Braze reported that CEO William Magnuson sold 26,413 shares of Class A common stock at $16.93 per share. The sale occurred on February 18, 2026, and was disclosed in a Form 4 insider trading report.

Why did the Braze (BRZE) CEO sell 26,413 shares of stock?

The sale was executed under a non-discretionary sell-to-cover program to satisfy tax withholding obligations. These obligations arose in connection with the vesting of William Magnuson’s restricted stock units granted by Braze.

How many Braze (BRZE) shares does the CEO hold after this transaction?

After the sale, CEO William Magnuson directly held 4,491,098 shares of Braze Class A common stock, including restricted stock units, and indirectly held 470 additional shares through a limited liability company.

What does indirect ownership mean in the Braze (BRZE) Form 4 filing?

Indirect ownership refers to shares held through another entity. In this case, 470 Braze shares are held by a limited liability company where William Magnuson is a member and shares voting and investment control, so he may be deemed to beneficially own them.

Was the Braze (BRZE) CEO’s stock sale part of a planned program?

Yes. The filing states the transaction followed a non-discretionary sell-to-cover program implemented by Braze, effective November 16, 2021 and last modified April 30, 2023, specifically to cover tax withholding on RSU vesting.