Braze (BRZE) general counsel’s Class B options convert to Class A

Rhea-AI Filing Summary

Braze, Inc. reported an insider equity update for its General Counsel, Susan Wiseman. On January 30, 2026, all outstanding Class B common stock automatically converted into Class A common stock under the amended and restated certificate of incorporation. As part of this change, her stock options on Class B shares were converted into options on the same number of Class A shares with unchanged terms. Following the conversion, she holds options to buy 26,425 shares at $4.88 expiring on February 3, 2030, and options to buy 11,000 and 37,000 shares at $35.01 expiring on April 19, 2031. One of these awards is fully vested, and another vests over time beginning August 1, 2023.

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^*

Wiseman Susan

(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)
	General Counsel

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

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	01/30/2026		J(1)			26,425	(2)	02/03/2030	Class B Common Stock(1)	26,425	$0	0	D
Stock Option (Right to Buy)	$4.88	01/30/2026		J(1)		26,425		(2)	02/03/2030	Class A Common Stock	26,425	$0	26,425	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(1)			11,000	(2)	04/19/2031	Class B Common Stock(1)	11,000	$0	0	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(1)		11,000		(2)	04/19/2031	Class A Common Stock	11,000	$0	11,000	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(1)			37,000	(3)	04/19/2031	Class B Common Stock	37,000	$0	0	D
Stock Option (Right to Buy)	$35.01	01/30/2026		J(1)		37,000		(3)	04/19/2031	Class A Common Stock	37,000	$0	37,000	D

Explanation of Responses:

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

2. This award is fully vested.

3. One fourth (1/4th) of the shares subject to the option award shall vest on August 1, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting date.

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) report for General Counsel Susan Wiseman?

Braze reported that Susan Wiseman’s stock options on Class B common stock were converted into options on Class A common stock on January 30, 2026. The number of underlying shares, exercise prices, and other option terms remained the same after this automatic conversion.

Why were Susan Wiseman’s Braze stock options converted on January 30, 2026?

Her options were converted because all outstanding Class B common shares of Braze automatically converted into Class A shares under the amended and restated certificate of incorporation. Each option on Class B shares became an option on the same number of Class A shares.

What Braze stock option grants does Susan Wiseman hold after the conversion?

After the conversion, she holds options to buy 26,425 shares of Class A common stock at $4.88 expiring February 3, 2030, plus options to buy 11,000 and 37,000 shares at $35.01 expiring April 19, 2031, all reported as directly owned.

Did the terms of Susan Wiseman’s Braze stock options change in the January 2026 conversion?

Only the class of underlying shares changed. Each option on Braze Class B common stock became an option on the same number of Class A shares. The filing states that otherwise, the terms of each such option, including exercise price and expiration, remained unchanged.

Are Susan Wiseman’s Braze stock option awards vested after the reported transactions?

One option award is reported as fully vested. Another follows a schedule where one-fourth vests on August 1, 2023, and the remaining shares vest in equal monthly installments over 36 months, subject to her continuous service through each vesting date.

What are the exercise prices and expirations of Susan Wiseman’s Braze stock options?

Her reported options include 26,425 shares of Class A common stock at an exercise price of $4.88 expiring on February 3, 2030, and two grants of 11,000 and 37,000 shares at $35.01 per share, both expiring on April 19, 2031.