Braze (BRZE) CFO Reports 8,532-Share Acquisition and Vested Option

Rhea-AI Filing Summary

Isabelle Winkles, Chief Financial Officer of Braze, Inc. (BRZE), reported insider transactions dated 09/04/2025. The filing shows an acquisition of 8,532 shares and that she beneficially owns 276,082 shares after the reported transactions. Of those shares, 195,217 are represented by restricted stock units. The filing also discloses a stock option dated 09/04/2025 with a $4.88 exercise price covering 8,532 shares, exercisable beginning 02/03/2030, and the filing states the award is fully vested. The form includes the conversion terms for Class B Common Stock into Class A Common Stock.

Positive

• Increased reported ownership: Reporting person beneficially owns 276,082 shares after the transaction
• Material portion in restricted stock units: 195,217 of the reported shares are RSUs
• Vested award: The stock option award covering 8,532 shares is stated to be fully vested

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider acquisition and vested option; increases reported beneficial ownership without indications of unusual activity.

The Form 4 documents a reported acquisition of 8,532 shares and a vested stock option for 8,532 shares at a $4.88 exercise price. Post-transaction beneficial ownership is 276,082 shares, including 195,217 RSUs, all stated explicitly in the filing. These are standard equity compensation and reporting events for a named executive officer and do not by themselves disclose material corporate operational changes or financial results.

Corporate Governance Expert

TL;DR: Standard Section 16 disclosure showing compensation-related equity and conversion mechanics; no governance red flags stated.

The filing clarifies the nature of holdings: Class B shares convertible into Class A and a fully vested award. The conversion provisions are listed verbatim. There is no indication of related-party transfers, abnormal timing, or exceptions asserted in the form. As presented, the filing fulfills reporting obligations under Section 16.

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).

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^*

Winkles Isabelle

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		C		8,532	A	(1)	276,082(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
Stock Option (Right to Buy)	$4.88	09/04/2025		M			8,532	(3)	02/03/2030	Class B Common Stock(1)	8,532	$0	36,281	D
Class B Common Stock	(1)	09/04/2025		M		8,532		(1)	(1)	Class A Common Stock	8,532	$4.88	8,532	D
Class B Common Stock	(1)	09/04/2025		C			8,532	(1)	(1)	Class A Common Stock	8,532	$0	0	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B common stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock.

2. Of the reported shares, 195,217 shares are represented by restricted stock units.

3. This award is fully vested.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	09/04/2025
	** 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

Who filed the Form 4 for BRZE and what is their role?

Isabelle Winkles, the Chief Financial Officer of Braze, Inc., is the reporting person named in the Form 4.

What transaction occurred on 09/04/2025 in the BRZE Form 4?

The filing reports an acquisition of 8,532 shares and a stock-option transaction dated 09/04/2025 covering 8,532 shares.

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

The reporting person beneficially owns 276,082 shares following the reported transactions.

How many of the reported BRZE shares are restricted stock units?

The filing states that 195,217 of the reported shares are represented by restricted stock units.

What are the terms of the stock option disclosed in the Form 4?

The disclosed stock option has an $4.88 exercise price, covers 8,532 shares, was dated 09/04/2025, and is exercisable beginning 02/03/2030. The filing states the award is fully vested.