BRZE Form 4: Jonathan Hyman’s 116,879-Share Option Fully Vested

Rhea-AI Filing Summary

Braze, Inc. (BRZE) Form 4: Jonathan Hyman, Chief Technology Officer and director, reported transactions dated 08/15/2025. A stock option with exercise price $3.46 covering 116,879 shares became fully vested and exercisable on 08/15/2025. Following the reported transactions, the filing shows 1,522,879 shares of Class A common stock beneficially owned by Mr. Hyman directly and 116,879 underlying shares associated with the vested option. Additionally, Mr. Hyman discloses indirect beneficial ownership of 53,564 and 28,564 Class A shares held by a family trust where his spouse is trustee.

Positive

• Fully vested award: A stock option covering 116,879 shares is stated to be fully vested.
• Low exercise price disclosed: The option exercise price is $3.46.
• Substantial beneficial ownership: The filing shows 1,522,879 Class A shares beneficially owned following the transaction.
• Transparent trust disclosure: Indirect holdings of 53,564 and 28,564 Class A shares held in a family trust are explicitly disclosed with trustee identified.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider reported a fully vested option for 116,879 shares at $3.46; substantial total beneficial ownership is disclosed.

The Form 4 shows the CTO and director received vesting on a stock option award exercisable immediately at a nominal exercise price relative to typical market prices for public companies. The filing discloses both direct and indirect holdings, including shares held in a family trust where the reporting person shares voting and investment control. For investors, this documents insider alignment with shareholder outcomes but does not indicate any open-market sale or transfer of shares.

Corporate Governance Expert

TL;DR: Governance disclosure is complete on beneficial ownership and conversion terms; trustee relationship is clearly disclosed.

The filing provides clear explanations of the Class B to Class A conversion rights and identifies the family trust arrangement, including the reporting person's limited disclaimer of beneficial ownership except for pecuniary interest. Signature and attorney-in-fact details are present. The Form 4 is a routine, compliant disclosure documenting executive equity interests rather than an operational development.

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

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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)
08/15/2025

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)	$3.46	08/15/2025		M			116,879	(1)	03/11/2029	Class B Common Stock(2)	116,879	$0	0	D
Class B Common Stock	(2)	08/15/2025		M		116,879		(2)	(2)	Class A Common Stock	116,879	$3.46	1,522,879	D
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	53,564		53,564	I	See footnote(3)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	28,564		28,564	I	See footnote(3)

Explanation of Responses:

1. This award is fully vested.

2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B common stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock.

3. The securities are held by a family trust, of which the reporting person's spouse is the trustee. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	08/19/2025
	** 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 did Jonathan Hyman report on the Form 4 for BRZE?

The filing reports a fully vested stock option for 116,879 shares exercisable at $3.46, and total beneficial ownership of 1,522,879 Class A shares following the transaction.

When did the reported transaction occur on the Form 4?

The transaction date is 08/15/2025, and the Form 4 was signed on 08/19/2025 by the attorney-in-fact.

Does the filing disclose any indirect ownership for Mr. Hyman?

Yes. The filing discloses indirect beneficial ownership of 53,564 and 28,564 Class A shares held by a family trust where the reporting person's spouse is trustee.

Are conversion terms between Class B and Class A stock explained?

Yes. The Form 4 explains Class B shares convert to Class A shares either at the holder's option or automatically upon specified events described in the filing.

Did Mr. Hyman sell any shares according to this Form 4?

No. The Form 4 reports the vesting/exercise-related option activity; there is no sale or disposition reported in the document.