Braze (BRZE) CAO sells 2,893 shares in tax sell-to-cover trade

Rhea-AI Filing Summary

Braze, Inc. Chief Accounting Officer Pankaj Malik reported an open-market sale of 2,893 shares of Class A common stock at $16.93 per share on February 18, 2026. The sale was carried out under a non-discretionary sell-to-cover program to satisfy tax withholding obligations from vesting restricted stock units. After this transaction, he directly holds 50,679 shares, of which 24,541 are represented by restricted stock units.

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 Pankaj

(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 Accounting 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)		2,893	D	$16.93	50,679(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 and last modified April 15, 2024, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.

2. Of the reported shares, 24,541 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 insider transaction did Braze (BRZE) report for Pankaj Malik?

Braze reported that Chief Accounting Officer Pankaj Malik sold 2,893 shares of Class A common stock on February 18, 2026, at $16.93 per share. The transaction was disclosed on a Form 4 insider filing with the U.S. Securities and Exchange Commission.

Why did Braze CAO Pankaj Malik sell 2,893 BRZE shares?

The 2,893-share sale was executed under a non-discretionary sell-to-cover program to satisfy tax withholding obligations. These obligations arose in connection with the vesting of Malik’s restricted stock units, according to the footnote disclosure in the Form 4 filing.

How many Braze (BRZE) shares does Pankaj Malik hold after the sale?

Following the February 18, 2026 transaction, Pankaj Malik directly holds 50,679 shares of Braze Class A common stock. Of these reported shares, 24,541 are represented by restricted stock units, as specified in the Form 4 footnotes.

What is the price and total value of Malik’s Braze share sale?

Pankaj Malik sold 2,893 shares of Braze Class A common stock at $16.93 per share. This implies total transaction proceeds of roughly $49,000 based on the reported per-share price multiplied by the disclosed number of shares sold.

What is Braze’s sell-to-cover program mentioned in the Form 4?

The Form 4 notes a non-discretionary sell-to-cover program implemented by Braze effective November 16, 2021, and last modified April 15, 2024. It is used to sell shares automatically to cover tax withholding obligations from vesting restricted stock units.

What role does Pankaj Malik hold at Braze (BRZE)?

Pankaj Malik serves as Chief Accounting Officer at Braze, Inc., as stated in the Form 4. His officer status is disclosed in the filing, which identifies him as the reporting person for the February 18, 2026 insider stock transaction.