Braze (NASDAQ: BRZE) CFO receives major RSU and PSU equity awards

Rhea-AI Filing Summary

Winkles Isabelle reported acquisition or exercise transactions in this Form 4 filing.

Braze, Inc. Chief Financial Officer Isabelle Winkles received equity awards in the form of Class A Common Stock-based units. On March 18, 2026, she was granted 84,484 performance-based restricted stock units (PSUs) and 135,180 restricted stock units (RSUs) at a stated price of $0.0000 per share, reflecting compensation awards rather than market purchases.

The PSUs were earned after pre-established performance goals were certified as achieved on March 18, 2026. One-third of the PSUs will vest on May 15, 2026, with the remaining two-thirds vesting in eight equal quarterly installments over the following two years, subject to her continuous service. The RSU award will vest in 12 equal quarterly installments beginning on May 15, 2026, also subject to continuous service and a two-year post-vest holding requirement.

Following these grants, Winkles directly holds 470,792 shares of Class A Common Stock, of which 373,268 shares are represented by restricted stock units and PSUs.

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
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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^*

Winkles Isabelle

(Last) (First) (Middle)

C/O BRAZE, INC., 63 MADISON BUILDING

28 E. 28TH ST., FLOOR 12 MAILROOM

(Street)

NEW YORK NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/18/2026		A		84,484(1)	A	$0	335,612(2)	D
Class A Common Stock	03/18/2026		A		135,180(3)	A	$0	470,792(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. Shares represent a performance-based restricted stock unit ("PSU") award earned based on the achievement of pre-established performance goals. The Compensation Committee certified the performance conditions were achieved on March 18, 2026. One-third of the PSUs will vest on May 15, 2026. The remaining two-thirds will then vest in eight equal quarterly installments over the following two years. The vesting of the PSUs are subject to the Reporting Person's continuous service through such vesting date.

2. Of the reported shares, 373,268 shares are represented by restricted stock units and PSUs.

3. These shares represent a restricted stock unit ("RSU") award, which shall vest in 12 equal quarterly installments with the first vesting date being May 15, 2026. The vesting of the RSUs are subject to the Reporting Person's continuous service through such vesting date and a two-year-post-vest holding requirement.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	03/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Braze (BRZE) report for CFO Isabelle Winkles?

Braze reported that CFO Isabelle Winkles received equity awards totaling 219,664 Class A Common Stock-based units. These were granted as 84,484 performance-based restricted stock units and 135,180 restricted stock units, both structured as compensation awards rather than open-market purchases.

How are Isabelle Winkles’ performance-based restricted stock units at Braze (BRZE) structured?

The performance-based restricted stock units were earned after pre-set performance goals were certified achieved on March 18, 2026. One-third vests on May 15, 2026, with the remaining two-thirds vesting in eight equal quarterly installments over two years, conditioned on continuous service.

What is the vesting schedule for the RSU award granted to Braze (BRZE) CFO?

The restricted stock unit award to the CFO vests in 12 equal quarterly installments, starting May 15, 2026. Vesting requires her continuous service through each vesting date and includes a two-year post-vest holding requirement, extending the effective holding period for these shares.

How many Braze (BRZE) shares does CFO Isabelle Winkles hold after these awards?

After the reported awards, CFO Isabelle Winkles directly holds 470,792 shares of Braze Class A Common Stock. Of these, 373,268 shares are represented by restricted stock units and performance-based restricted stock units that will vest over time, subject to service conditions.

Were the Braze (BRZE) CFO equity awards open-market purchases?

No. The filing characterizes both transactions with code “A” for grants or awards. The units were granted at a stated price of $0.0000 per share, indicating they are compensation-related stock awards rather than open-market purchases of Braze Class A Common Stock.