Braze CFO reports tax-withholding share disposition

Braze, Inc. Chief Financial Officer Isabelle Winkles reported a routine share disposition related to tax obligations.

Rhea-AI Filing Summary

Braze, Inc. Chief Financial Officer Isabelle Winkles reported a routine share disposition related to tax obligations. On the vesting and settlement of underlying equity awards, 33,309 shares of Class A common stock were withheld to satisfy her tax withholding liability, rather than being sold in the open market. After this withholding, she directly holds 429,209 shares of Braze stock, including 313,040 shares represented by restricted stock units and performance-based restricted stock units. This filing reflects a compensation- and tax-driven event, not an open-market purchase or sale.

Insider Trade Summary

Exercise Price or Tax Liability: 33,309 shares

Exercise Price or Tax Liability 1 txn

Insider Winkles Isabelle

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	33,309	$20.87	$695K

Holdings After Transaction: Class A Common Stock — 429,209 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting and settlement of the underlying equity awards.
2. F2. Of the reported shares, 313,040 shares are represented by restricted stock units and performance-based restricted stock units.

Key Figures

Tax-withholding shares: 33,309 shares Withholding price: $20.87 per share Post-transaction holdings: 429,209 shares +1 more

4 metrics

Tax-withholding shares 33,309 shares Class A common stock withheld for tax obligations

Withholding price $20.87 per share Value used for tax-withholding disposition

Post-transaction holdings 429,209 shares Shares directly owned after tax withholding

RSUs and performance RSUs 313,040 shares Portion of holdings represented by equity awards

Key Terms

tax withholding obligations, restricted stock units, performance-based restricted stock units, tax-withholding disposition

4 terms

tax withholding obligations financial

"shares withheld to satisfy the reporting person's tax withholding obligations upon vesting"

restricted stock units financial

"Of the reported shares, 313,040 shares are represented by restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"313,040 shares are represented by restricted stock units and performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Braze (BRZE) disclose for Isabelle Winkles?

Braze reported that CFO Isabelle Winkles had 33,309 Class A shares withheld to cover tax obligations on vesting equity awards. This was a tax-withholding disposition, not an open-market sale or purchase, and reflects routine handling of stock-based compensation.

How many Braze (BRZE) shares were involved in the tax withholding?

The transaction involved 33,309 shares of Braze Class A common stock withheld at a price of $20.87 per share. These shares were surrendered to satisfy tax withholding obligations tied to the vesting and settlement of her equity awards.

How many Braze (BRZE) shares does Isabelle Winkles hold after this Form 4?

After the tax-withholding disposition, Isabelle Winkles directly holds 429,209 Braze shares. Of this total, 313,040 shares are represented by restricted stock units and performance-based restricted stock units, illustrating that a large portion of her position remains in unvested or contingent equity.

Was the Braze (BRZE) CFO’s Form 4 transaction an open-market sale?

No, the filing describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover tax obligations triggered when her equity awards vested and settled, which is a common administrative feature of stock-based compensation plans.

What does the Form 4 tell investors about Braze (BRZE) executive compensation?

The Form 4 shows that Braze’s CFO receives a significant portion of compensation in equity awards, including restricted stock units and performance-based restricted stock units. The 33,309-share withholding occurred upon vesting, highlighting ongoing delivery of stock-based incentives tied to her role.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:36 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		F		33,309(1)	D	$20.87	429,209(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. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting and settlement of the underlying equity awards.

2. Of the reported shares, 313,040 shares are represented by restricted stock units and performance-based restricted stock units.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	05/19/2026
	** 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)