Braze (BRZE) CEO awarded 470,520 performance and restricted stock units

Rhea-AI Filing Summary

Magnuson William reported acquisition or exercise transactions in this Form 4 filing.

Braze, Inc. Chief Executive Officer William Magnuson received two stock awards of Class A Common Stock. He was granted 176,650 performance-based restricted stock units earned after pre-established goals were certified on March 18, 2026, and 293,870 restricted stock units as an additional award.

One-third of the performance units will vest on May 15, 2026, with the remaining two-thirds vesting in eight equal quarterly installments over the following two years, subject to his continued service. The RSUs will vest in 12 equal quarterly installments starting May 15, 2026, with a two-year post-vest holding requirement. After these awards, he holds 4,961,618 shares directly, including 797,838 shares represented by RSUs and PSUs, plus 470 shares held indirectly 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).

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		176,650(1)	A	$0	4,667,748(2)	D
Class A Common Stock	03/18/2026		A		293,870(3)	A	$0	4,961,618(2)	D
Class A Common Stock								470	I	See footnote(4)

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. Shares represent a performance-based restricted stock unit ("PSU") award earned based on the achievement of pre-established performance goals. The Compensation Committee certified the performance conditions were achieved on March 18, 2026. One-third of the PSUs will vest on May 15, 2026. The remaining two-thirds will then vest in eight equal quarterly installments over the following two years. The vesting of the PSUs are subject to the Reporting Person's continuous service through such vesting date.

2. Of the reported shares, 797,838 shares are represented by restricted stock units and PSUs.

3. 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.

4. 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	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 stock awards did Braze (BRZE) CEO William Magnuson receive in this Form 4?

William Magnuson received 176,650 performance-based restricted stock units and 293,870 restricted stock units. Both awards are Class A Common Stock grants with no purchase price and are structured to vest over multiple years, subject to continued service and specific conditions.

How do the performance-based stock units for Braze (BRZE) CEO vest?

The 176,650 performance-based units vest after goals were certified achieved on March 18, 2026. One-third vests on May 15, 2026, and the remaining two-thirds vest in eight equal quarterly installments over the next two years, assuming continuous service.

What is the vesting schedule for the new RSU award to Braze (BRZE) CEO?

The 293,870 restricted stock units vest in 12 equal quarterly installments. The first vesting date is May 15, 2026. Vesting requires the CEO’s continuous service, and vested shares are subject to a two-year post-vest holding requirement, extending the effective lock-up period.

How many Braze (BRZE) shares does the CEO hold after these awards?

Following the reported grants, William Magnuson holds 4,961,618 shares directly, including 797,838 shares represented by RSUs and performance units. He also has an indirect interest in 470 shares held through a limited liability company where he shares voting and investment control.

What does the indirect ownership in Braze (BRZE) shares represent for the CEO?

The 470 indirectly owned shares are held by a limited liability company in which the CEO is a member. He shares voting and investment control over these shares and may be deemed to beneficially own them, in addition to his substantial direct share and stock unit holdings.

Are the Braze (BRZE) CEO’s new stock awards tied to continued employment?

Yes. Both the performance-based units and time-based RSUs require William Magnuson’s continuous service through each vesting date. The RSUs also carry a two-year post-vest holding requirement, extending alignment between his compensation and long-term shareholder interests.