BRZE Insider Sales: 9,931 Shares Sold Under Pre-Approved Plans at ~$25.50

Rhea-AI Filing Summary

Susan Wiseman, General Counsel of Braze, Inc. (BRZE), reported two insider sales of Class A common stock. On 08/19/2025 she sold 4,988 shares at a weighted average price of $25.94 under a non-discretionary sell-to-cover program used to satisfy tax withholding on vested restricted stock units. On 08/20/2025 she sold 4,943 shares at a weighted average price of $25.14 under a Rule 10b5-1 trading plan adopted April 14, 2025. After the reported sales her beneficial ownership decreased from 234,667 shares to 229,724 shares; 88,817 of the reported shares remain represented by restricted stock units.

Positive

• Transactions executed under pre-established programs (sell-to-cover and Rule 10b5-1), showing procedural compliance
• Detailed disclosure of volumes and weighted average prices, including price ranges for the 08/20/2025 sales
• Disclosure of RSU component: 88,817 reported shares are represented by restricted stock units

Negative

• Insider selling reduced beneficial ownership by 9,931 shares, from 234,667 to 229,724 shares
• Sales increase share supply which, depending on market context, could exert downward pressure on price (fact: sales occurred)

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under established plans, indicating policy compliance rather than ad hoc disposal.

The filings show Ms. Wiseman used an issuer-administered sell-to-cover program for tax withholding and a separate Rule 10b5-1 plan for additional sales. Both mechanisms are standard governance tools to manage post-vesting tax liabilities and to provide affirmative defense for scheduled trades. The transactions reduced her reported beneficial ownership by 9,931 shares, leaving 229,724 shares beneficially owned, with 88,817 shares represented by RSUs. From a governance perspective this reflects adherence to pre-approved procedures and disclosure obligations.

Securities Analyst

TL;DR: The sales are routine executions under pre-established plans and do not on their face signal unexpected company developments.

The reported sales occurred at weighted average prices of $25.94 and $25.14 and were described as multiple transactions within specified price ranges. The disclosure includes that one sale served to satisfy tax withholding for vested RSUs. No derivative transactions or additional material events are reported. For investors, the filing provides transparent detail on volume, price ranges, and the governance mechanism behind the trades.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

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)
08/19/2025

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
Class A Common Stock	08/19/2025		S(1)		4,988	D	$25.94	234,667(2)	D
Class A Common Stock	08/20/2025		S(3)		4,943	D	$25.14(4)	229,724(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, 88,817 shares are represented by restricted stock units.

3. Shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.92 to $25.47 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	08/21/2025
	** 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 insider transactions did Susan Wiseman report on Form 4 for BRZE?

Ms. Wiseman reported two sales: 4,988 shares sold on 08/19/2025 at a weighted average price of $25.94 and 4,943 shares sold on 08/20/2025 at a weighted average price of $25.14.

Why were some shares sold by the reporting person?

4,988 shares were sold under a non-discretionary sell-to-cover program to satisfy tax withholding on vested restricted stock units; additional shares were sold under a Rule 10b5-1 trading plan.

How many shares does Susan Wiseman beneficially own after the reported transactions?

229,724 shares beneficially owned following the reported transactions, with 88,817 shares represented by restricted stock units.

When was the Rule 10b5-1 trading plan adopted that covered the 08/20/2025 sale?

The Rule 10b5-1 trading plan was adopted on April 14, 2025, as disclosed in the Form 4 explanations.

Were any derivative securities reported in this filing?

No derivative securities (options, warrants, convertible instruments) are reported in Table II of this Form 4.