Braze (BRZE) CEO converts 3.82M Class B shares into Class A stock

Rhea-AI Filing Summary

Braze, Inc.’s CEO William Magnuson reported a share-class conversion and related option adjustments, not an open‑market trade. On January 30, 2026, 3,822,765 shares of Class B common stock automatically converted into the same number of Class A shares at $0 per share under Braze’s amended and restated certificate of incorporation.

Following this, Magnuson directly beneficially owned 4,517,511 Class A shares, including 372,046 shares represented by restricted stock units, plus 470 Class A shares held indirectly through a limited liability company in which he is a member and shares voting and investment control. Existing stock options for Class B shares—covering 51,658, 750,000, and 450,000 shares at exercise prices of $3.46 and $35.01—were automatically converted into options for the same number of Class A shares on the same date, with terms otherwise unchanged and the reported awards fully vested.

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 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)
01/30/2026

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	01/30/2026		C(1)		3,822,765	A	$0	4,517,511(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
Class B Common Stock	(1)	01/30/2026		C(1)			3,822,765	(1)	(1)	Class A Common Stock	3,822,765	$0	0	D
Stock Option (Right to Buy)	$3.46	01/30/2026		J(4)			51,658	(5)	03/11/2029	Class B Common Stock(1)	51,658	$0	0	D
Stock Option (Right to Buy)	$3.46	01/30/2026		J(4)		51,658		(5)	03/11/2029	Class A Common Stock	51,658	$0	51,658	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(4)			750,000	(5)	04/19/2031	Class B Common Stock(1)	750,000	$0	0	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(4)		750,000		(5)	04/19/2031	Class A Common Stock	750,000	$0	750,000	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(4)			450,000	(5)	04/19/2031	Class B Common Stock(1)	450,000	$0	0	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(4)		450,000		(5)	04/19/2031	Class A Common Stock	450,000	$0	450,000	D

Explanation of Responses:

1. Effective January 30, 2026, per the amended and restated certificate of incorporation, all outstanding shares of the Issuer's Class B common stock automatically converted into shares of Issuer's Class A common stock without any actions of the holder (the "Conversion").

2. Of the reported shares, 372,046 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.

4. At the time of the Conversion described in footnote (1), each outstanding option to purchase shares of the Issuer's Class B common stock issued pursuant to the Issuer's Amended and Restated 2011 Equity Incentive Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A common stock. Otherwise, the terms of each such option remained unchanged.

5. This award is fully vested.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Braze (BRZE) CEO William Magnuson report on January 30, 2026?

William Magnuson reported an automatic conversion of 3,822,765 shares of Class B common stock into Class A common stock at $0 per share. The change was triggered by Braze’s amended and restated certificate of incorporation, rather than by an open-market purchase or sale.

How many Braze (BRZE) Class A shares does CEO William Magnuson beneficially own after the conversion?

After the January 30, 2026 conversion, William Magnuson beneficially owns 4,517,511 Class A shares directly, including 372,046 represented by restricted stock units. He also has indirect beneficial ownership of 470 additional Class A shares through a limited liability company in which he shares voting and investment control.

What happened to William Magnuson’s Braze (BRZE) stock options in this Form 4 filing?

Outstanding options to purchase Braze Class B common stock automatically converted into options for the same number of Class A shares at the time of the Conversion. Awards covering 51,658, 750,000, and 450,000 shares, at exercise prices of $3.46 and $35.01, remained otherwise unchanged and fully vested.

Was there any cash paid in William Magnuson’s January 30, 2026 Braze (BRZE) transactions?

No cash changed hands in the reported transactions. The 3,822,765 Class B shares converted into Class A shares at $0 per share, and the related stock option adjustments also reflected a $0 price for the conversion step, indicating a structural change rather than a cash transaction.

How are the indirectly held Braze (BRZE) shares in William Magnuson’s Form 4 structured?

The Form 4 shows 470 Class A Braze shares held indirectly through a limited liability company. William Magnuson is a member of this LLC and shares voting and investment control over the shares, so he may be deemed to beneficially own them alongside his directly held Class A shares.

What is the significance of the Braze (BRZE) Class B to Class A Conversion described in the Form 4 footnotes?

The footnotes explain that, effective January 30, 2026, all outstanding Braze Class B common stock automatically converted into Class A shares under the amended and restated certificate of incorporation. This company-wide structural change drove Magnuson’s reported share and option conversions in the Form 4.