STOCK TITAN

Braze (BRZE) CEO has 46K shares withheld to cover taxes

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Braze, Inc. (BRZE) reported that Chief Executive Officer William Magnuson had 46,421 shares of Class A Common Stock withheld on August 17, 2026 to satisfy tax withholding obligations upon vesting and settlement of equity awards, at a reference price of $28.93 per share. Following this tax-withholding disposition, he holds 4,844,360 Class A shares directly, including 711,753 shares represented by restricted stock units and performance-based restricted stock units, and 470 shares indirectly through a limited liability company over which he shares voting and investment control.

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Insider Magnuson William
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock F1, F2 46,421 $28.93 $1.34M
holding Class A Common Stock F3 -- -- --
Holdings After Transaction: Class A Common Stock — 4,844,360 shares (Direct); Class A Common Stock — 470 shares (Indirect, See footnote)
Footnotes (3)
  1. F1. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting and settlement of the underlying equity awards.
  2. F2. Of the reported shares, 711,753 shares are represented by restricted stock units and performance-based restricted stock units.
  3. F3. The securities are held by a limited liability company in which the reporting person is a member. The reporting person shares voting and investment control of the shares and may be deemed to beneficially own the shares.
Shares withheld for tax 46,421 shares Shares of Class A Common Stock delivered or withheld to satisfy tax obligations on 2026-08-17
Reference price per share $28.93 Per-share value used for the 46,421 withheld shares
Direct holdings after transaction 4,844,360 shares Total Class A Common Stock directly held by Magnuson following the tax-withholding transaction
RSUs and PRSUs included in direct holdings 711,753 shares Portion of direct holdings represented by restricted stock units and performance-based restricted stock units
Indirect holdings 470 shares Class A Common Stock held through a limited liability company with shared voting and investment control
restricted stock units financial
"711,753 shares are represented by restricted stock units and performance-based restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"711,753 shares are represented by restricted stock units and performance-based restricted stock units."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
tax withholding obligations financial
"shares withheld to satisfy the reporting person's tax withholding obligations upon vesting"
beneficially own financial
"may be deemed to beneficially own the shares."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

What did BRZE CEO William Magnuson report in this Form 4 transaction?

William Magnuson reported a withholding of 46,421 Braze (BRZE) shares of Class A Common Stock on August 17, 2026 to cover tax obligations from vesting equity awards. This was not an open-market sale but a tax-withholding disposition.

At what price were the withheld BRZE shares valued in Magnuson’s Form 4?

The withheld Braze (BRZE) shares were valued at $28.93 per share. This price is used as the reference value for the 46,421 shares delivered or withheld to satisfy Magnuson’s tax withholding obligations upon vesting of his equity awards.

How many BRZE shares does William Magnuson hold after this reported transaction?

After the reported tax-withholding transaction, William Magnuson directly holds 4,844,360 shares of Braze (BRZE) Class A Common Stock. Of these, 711,753 shares are represented by restricted stock units and performance-based restricted stock units that have been reported as part of his holdings.

Does the Form 4 show any indirect ownership for BRZE shares by Magnuson?

Yes. The Form 4 shows that Magnuson indirectly holds 470 Braze (BRZE) shares through a limited liability company. He is a member of this LLC and shares voting and investment control, and may be deemed to beneficially own these shares.

Was Magnuson’s BRZE Form 4 transaction an open-market sale or a tax withholding?

The transaction was a tax-withholding disposition, not an open-market sale. 46,421 shares were withheld to satisfy Magnuson’s tax withholding obligations that arose upon vesting and settlement of his underlying equity awards with Braze (BRZE).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Magnuson William

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/17/2026F46,421(1)D$28.934,844,360(2)D
Class A Common Stock470ISee footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting and settlement of the underlying equity awards.
2. Of the reported shares, 711,753 shares are represented by restricted stock units and performance-based restricted stock units.
3. The securities are held by a limited liability company in which the reporting person is a member. The reporting person shares voting and investment control of the shares and may be deemed to beneficially own the shares.
Remarks:
/s/ Elizabeth Sweeny, Attorney-in-Fact08/19/2026
** Signature of Reporting PersonDate
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)