Braze (BRZE) CFO executes 12,532-share tax sell-to-cover transaction

Rhea-AI Filing Summary

Braze, Inc. Chief Financial Officer Isabelle Winkles reported an open-market sale of 12,532 shares of Class A Common Stock at $16.93 per share. The sale was executed under a non-discretionary sell-to-cover program to satisfy tax withholding obligations from vesting restricted stock units. After this transaction, she directly holds 251,128 shares, including 153,604 shares 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^*

Winkles Isabelle

(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 Financial 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)		12,532	D	$16.93	251,128(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 30, 2023, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.

2. Of the reported shares, 153,604 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 did Braze (BRZE) CFO Isabelle Winkles report on this Form 4?

Braze CFO Isabelle Winkles reported an open-market sale of 12,532 shares of Class A Common Stock at $16.93 per share. The transaction is disclosed as a routine tax-related sale under a non-discretionary sell-to-cover program.

How many Braze (BRZE) shares did the CFO sell and at what price?

The CFO sold 12,532 shares of Braze Class A Common Stock at $16.93 per share. This single reported transaction reflects an open-market sale executed under a pre-established sell-to-cover program for tax withholding obligations.

Why did the Braze (BRZE) CFO sell shares in this Form 4 filing?

The sale was made under a non-discretionary sell-to-cover program to satisfy tax withholding obligations from vesting restricted stock units. This type of transaction is typically administrative, triggered automatically when equity awards vest and taxes become due.

How many Braze (BRZE) shares does the CFO hold after the reported sale?

Following the sale, the CFO directly holds 251,128 shares of Braze Class A Common Stock. Of this amount, 153,604 shares are represented by restricted stock units, which generally vest over time according to the company’s equity compensation terms.

Is the Braze (BRZE) CFO’s share sale part of a trading plan or discretionary selling?

The filing states the transaction was effected under a non-discretionary sell-to-cover program implemented by Braze. Such programs automatically sell shares to cover tax withholding when restricted stock units vest, rather than reflecting discretionary timing decisions by the executive.

What type of security is involved in the Braze (BRZE) CFO Form 4 transaction?

The transaction involves Braze Class A Common Stock. The sale of 12,532 shares at $16.93 per share was reported as a non-derivative open-market sale, linked to tax obligations from the vesting of restricted stock units held by the CFO.