Braze (NASDAQ: BRZE) CTO reports automatic Class B to Class A conversion

Rhea-AI Filing Summary

Braze, Inc. Chief Technology Officer Jonathan Hyman reported an automatic share reclassification tied to the company’s charter. Effective January 30, 2026, all of his Class B common stock converted into Class A common stock at no cost, including 1,505,007 shares held directly and additional shares held through a family trust.

After the conversion, he beneficially owned 1,700,324 Class A shares directly, of which 128,965 are in restricted stock units, plus Class A shares held indirectly via the family trust. Outstanding stock options originally for Class B shares, including fully vested awards covering 150,000 and 175,213 shares at a $35.01 exercise price expiring April 19, 2031, were also converted to options for the same number of Class A shares on unchanged terms.

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^*

Hyman Jonathan

(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 Technology 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)		1,505,007	A	$0	1,700,324(2)	D
Class A Common Stock	01/30/2026		C(1)		71,436	A	$0	71,436	I	See footnote(3)
Class A Common Stock	01/30/2026		C(1)		28,564	A	$0	28,564	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)			1,505,007	(1)	(1)	Class A Common Stock	1,505,007(4)	$0	0	D
Class B Common Stock	(1)	01/30/2026		C(1)			28,564	(1)	(1)	Class A Common Stock	28,564	$0	0	I	See footnote(3)
Class B Common Stock	(1)	01/30/2026		C(1)			71,436	(1)	(1)	Class A Common Stock	71,436(4)	$0	0	I	See footnote(3)
Stock Option (Right to Buy)	$35.01	01/30/2026		J(5)			150,000	(6)	04/19/2031	Class B Common Stock(1)	150,000	$0	0	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(5)		150,000		(6)	04/19/2031	Class A Common Stock	150,000	$0	150,000	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(5)			175,213	(6)	04/19/2031	Class B Common Stock(1)	175,213	$0	0	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(5)		175,213		(6)	04/19/2031	Class A Common Stock	175,213	$0	175,213	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, 128,965 shares are represented by restricted stock units.

3. The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares.

4. The change in the total shares reflects a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.

5. 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.

6. 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 activity did Braze (BRZE) report for its CTO?

Braze reported that CTO Jonathan Hyman had his Class B common shares automatically convert into Class A shares on January 30, 2026. This was a charter-driven reclassification, not an open-market buy or sale, and occurred at a reported $0 price per share.

How many Braze Class A shares does the CTO hold after the conversion?

After the conversion, the CTO beneficially owned 1,700,324 Class A shares directly. The filing notes that 128,965 of these are represented by restricted stock units, with additional Class A shares held indirectly through a family trust arrangement.

What happened to Braze (BRZE) Class B common stock on January 30, 2026?

Effective January 30, 2026, all outstanding Braze Class B common stock automatically converted into Class A common stock under the amended and restated certificate of incorporation. This automatic “Conversion” required no action by holders and applied to the CTO’s reported Class B holdings.

How are the Braze CTO’s trust-held shares treated in this Form 4?

Certain Braze securities are held by a family trust, and the CTO shares voting and investment control. As a result, he may be deemed to beneficially own those Class A shares, which are reported as indirect ownership with a specific explanatory footnote in the filing.

What changes were reported for Braze (BRZE) stock options held by the CTO?

Stock options originally exercisable for Braze Class B shares automatically became options for the same number of Class A shares. The filing shows fully vested awards over 150,000 and 175,213 shares at a $35.01 exercise price, expiring on April 19, 2031.

Did the Braze CTO receive new compensation in this Form 4 filing?

The filing describes an automatic conversion of share classes and related options, not new grants. It states that each affected option kept the same number of shares and terms, including the $35.01 exercise price and April 19, 2031 expiration date, with one award noted as fully vested.