Braze Insider Filing: 433,854 RSUs to Chief Revenue Officer with Four-Year Vesting

Rhea-AI Filing Summary

Insider grant of 433,854 RSUs to Braze CRO Edward M. McDonnell

Edward M. McDonnell, Chief Revenue Officer and officer of Braze, Inc. (BRZE), was granted 433,854 restricted stock units on 08/19/2025. The award has a four-year vesting schedule: 40% vests on August 15, 2026, with the remainder vesting in equal quarterly installments thereafter, conditioned on the reporting person's continuous service. The reported grant price is $0, indicating a compensatory RSU award rather than a cash purchase. The Form 4 was filed jointly by one reporting person and signed by an attorney-in-fact on 08/21/2025.

Positive

• Grant of 433,854 RSUs reported, providing clear disclosure of executive compensation
• Structured four-year vesting with 40% vesting on 08/15/2026 aligns long-term incentives

Negative

• None.

Insights

Securities Analyst

TL;DR: A standard executive RSU grant of 433,854 shares with multi-year vesting; neutral to modestly positive for alignment.

The filing documents a compensatory restricted stock unit award to the company's Chief Revenue Officer totaling 433,854 Class A shares, granted on 08/19/2025. Vesting is time-based: 40% on 08/15/2026 then quarterly thereafter over four years, subject to continued service. From an investor perspective, time-based RSUs align management incentives with long-term performance without immediate dilution-related cash proceeds, since the grant price is recorded as $0. The disclosure is routine and contains no other transactions or dispositions.

Corporate Governance Expert

TL;DR: Typical executive grant; key detail is the 40% first-year vesting and service-based conditions.

The Form 4 shows governance-standard documentation of an executive equity award. The sizable grant (433,854 RSUs) vests primarily through service-based milestones with a front-loaded 40% vesting event on a specific date, then quarterly vesting thereafter. The filing clearly ties vesting to continuous service. No option exercises, sales, or derivative instruments are reported. Disclosure and signature by attorney-in-fact are properly indicated.

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).

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^*

McDonnell Edward M.

(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 Revenue Officer

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		A		433,854(1)	A	$0	433,854	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. These shares represent a restricted stock unit ("RSU") award, which shall vest over four years with 40% of shares vesting on August 15, 2026, and the remainder of the shares vesting in equal quarterly installments thereafter. The vesting of the RSUs are subject to the Reporting Person's continuous service through each vesting date.

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 did Braze (BRZE) disclose in this Form 4 filing?

The Form 4 reports a compensatory grant of 433,854 restricted stock units to Edward M. McDonnell, Chief Revenue Officer, dated 08/19/2025.

What is the vesting schedule for the RSUs reported by BRZE?

The RSUs vest over four years with 40% vesting on August 15, 2026 and the remainder vesting in equal quarterly installments thereafter, subject to continuous service.

Was there any cash paid for the RSU grant reported on the Form 4?

The reported price is $0, indicating the award is a compensatory grant (RSUs) rather than a purchase.

Who is the reporting person and what is their role at Braze?

The reporting person is Edward M. McDonnell, identified as Chief Revenue Officer and an officer of Braze, Inc.

When was the Form 4 filed and signed?

The transaction date is 08/19/2025 and the Form 4 was signed by an attorney-in-fact on 08/21/2025.