Braze (BRZE) CBO executes 14,049-share tax sell-to-cover transaction

Rhea-AI Filing Summary

Braze, Inc. Chief Business Officer Astha Malik reported an open-market sale of 14,049 shares of Class A Common Stock at $16.93 per share. The transaction was executed under a non-discretionary sell-to-cover program used to satisfy tax withholding obligations from vesting restricted stock units.

Following this tax-related sale, Malik directly holds 205,289 shares of Class A Common Stock. Of these, 144,007 shares are represented by restricted stock units, which typically convert into shares as they vest over time.

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^*

Malik Astha

(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 Business 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)		14,049	D	$16.93	205,289(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, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.

2. Of the reported shares, 144,007 shares are represented by restricted stock units.

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 did Braze (BRZE) executive Astha Malik report on this Form 4?

Astha Malik reported selling 14,049 Braze Class A shares at $16.93 each. The sale was executed under a non-discretionary sell-to-cover program to cover tax withholding from vesting restricted stock units, rather than a discretionary portfolio trade.

Was Astha Malik’s Braze (BRZE) stock sale a discretionary transaction?

No, the 14,049-share sale at $16.93 was executed under a non-discretionary sell-to-cover program. It was designed to satisfy tax withholding obligations triggered by the vesting of Malik’s restricted stock units, as disclosed in the Form 4 footnotes.

How many Braze (BRZE) shares does Astha Malik hold after this transaction?

After the 14,049-share sale, Astha Malik directly holds 205,289 Braze Class A shares. The filing notes that 144,007 of these shares are represented by restricted stock units, which generally settle into shares upon vesting over time.

What is the purpose of the sell-to-cover program mentioned in the Braze (BRZE) Form 4?

The sell-to-cover program automatically sells shares to cover tax withholding obligations from vesting restricted stock units. In this case, 14,049 shares were sold under a non-discretionary arrangement established by Braze, effective November 16, 2021, for Astha Malik’s RSU vesting.

What price was received for the Braze (BRZE) shares sold by Astha Malik?

The reported 14,049 Braze Class A shares were sold at $16.93 per share. This price reflects the execution of a tax-related, non-discretionary sale under a sell-to-cover program linked to the vesting of Malik’s restricted stock units.

How many of Astha Malik’s Braze (BRZE) shares are restricted stock units?

The Form 4 states that 144,007 of Astha Malik’s 205,289 Braze shares are represented by restricted stock units. These RSUs typically convert into shares as specific vesting conditions are met, which can periodically create tax withholding obligations.