STOCK TITAN

Braze (BRZE) director Agrawal reports 500,000-share bona fide gift for estate planning

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Braze, Inc. director Neeraj Agrawal reported a bona fide gift of 500,000 shares of Class A Common Stock. The shares were transferred at a reported price of $0.0000 per share as part of estate planning and are described as gifts rather than a sale of securities.

After the transfer, an irrevocable GST trust, for which his spouse is a trustee, holds 388,123 Class A shares, with Agrawal disclaiming beneficial ownership except for his proportionate pecuniary interest. He also reports 194,769 Class A shares held directly and additional indirect holdings through various Battery Ventures and related investment entities, where he may share voting and dispositive power subject to similar pecuniary-interest disclaimers.

Positive

  • None.

Negative

  • None.

Insights

Filing shows a large, non-sale gift transfer with neutral market signal.

Neeraj Agrawal reported a 500,000-share bona fide gift of Braze Class A Common Stock, explicitly framed as an estate planning move and not a sale. The reported price of $0.0000 confirms there was no market consideration for this transfer.

The gifted shares are held by an irrevocable GST trust where his spouse is a trustee, and he disclaims beneficial ownership beyond pecuniary interest. Additional indirect positions are reported through multiple Battery Ventures funds, again with pecuniary-interest-only disclaimers. Overall, this is a non-market, restructuring-style change in how holdings are organized rather than a directional bet on Braze’s stock.

Insider Agrawal Neeraj
Role null
Type Security Shares Price Value
Gift Class A Common Stock 500,000 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 388,123 shares (Indirect, By Trust); Class A Common Stock — 194,769 shares (Direct, null)
Footnotes (1)
  1. Represents gifts of shares for estate planning purposes, and not the sale of securities. Securities are held by an irrevocable GST trust, of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("BP XI"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Securities are held by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Securities are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over theses securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
Gifted shares 500,000 shares Bona fide gift of Class A Common Stock
Gift price per share $0.0000 per share Reported consideration for gifted shares
Trust holdings after gift 388,123 shares Class A shares held by irrevocable GST trust after transaction
Direct holdings 194,769 shares Class A Common Stock held directly by reporting person
Indirect holdings via BV Select Fund I 2,537,467 shares Class A shares held indirectly by Battery Ventures Select Fund I, L.P.
Indirect holdings via BV XI-A 714,569 shares Class A shares held indirectly by Battery Ventures XI-A, L.P.
Indirect holdings via BV XI-A Side Fund 742,400 shares Class A shares held indirectly by Battery Ventures XI-A Side Fund, L.P.
bona fide gift financial
"Represents gifts of shares for estate planning purposes, and not the sale of securities."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
irrevocable GST trust financial
"Securities are held by an irrevocable GST trust, of which the Reporting Person's spouse is a trustee."
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein."
voting and dispositive power financial
"may be deemed to share voting and dispositive power over these securities."
indirect ownership financial
"Securities are held by Battery Investment Partners XI, LLC ("BIP XI")."
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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*
Agrawal Neeraj

(Last)(First)(Middle)
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100

(Street)
BOSTON MASSACHUSETTS 02210

(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026
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 Stock06/05/2026G(1)500,000D$0388,123IBy Trust(2)
Class A Common Stock33,116IBy Battery Investment Partners XI, LLC(3)
Class A Common Stock714,569IBy Battery Ventures XI-A, L.P.(4)
Class A Common Stock188,805IBy Battery Ventures XI-B, L.P.(5)
Class A Common Stock742,400IBy Battery Ventures XI-A Side Fund, L.P.(6)
Class A Common Stock160,974IBy Battery Ventures XI-B Side Fund, L.P.(7)
Class A Common Stock250,958IBy Battery Investment Partners Select Fund I, L.P.(8)
Class A Common Stock2,537,467IBy Battery Ventures Select Fund I, L.P.(9)
Class A Common Stock194,769D
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 gifts of shares for estate planning purposes, and not the sale of securities.
2. Securities are held by an irrevocable GST trust, of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
3. Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("BP XI"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
4. Securities are held by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
5. Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
6. Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
7. Securities are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
8. Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
9. Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over theses securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal06/09/2026
** 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)

FAQ

What did Braze (BRZE) director Neeraj Agrawal report in this Form 4?

He reported a bona fide gift of 500,000 Braze Class A shares, transferred at a stated price of $0.0000 per share. The filing characterizes this as an estate planning transaction, not a sale of securities in the open market.

Is Neeraj Agrawal’s 500,000-share Braze (BRZE) transaction a sale?

No, the Form 4 describes the 500,000-share transfer as a bona fide gift for estate planning purposes. A footnote clarifies it represents gifts of shares and explicitly states it is not the sale of securities for cash consideration.

How many Braze (BRZE) shares does the trust hold after the gift reported by Neeraj Agrawal?

After the gift, the irrevocable GST trust is reported as holding 388,123 shares of Braze Class A Common Stock. Agrawal’s spouse is a trustee, and he disclaims beneficial ownership except to the extent of his proportionate pecuniary interest in those securities.

What are Neeraj Agrawal’s direct Braze (BRZE) share holdings in this Form 4?

The filing shows 194,769 Braze Class A shares held directly by Neeraj Agrawal. Separate lines report additional indirect holdings through various Battery Ventures and related investment entities, where he may share voting and dispositive power, subject to pecuniary-interest-only disclaimers.

How are Battery Ventures entities involved in Neeraj Agrawal’s Braze (BRZE) holdings?

Several lines list indirect holdings through Battery Ventures funds and related entities, such as Battery Ventures Select Fund I, L.P. Footnotes state he may share voting and dispositive power but disclaims beneficial ownership beyond his pecuniary interest in these investment vehicles.

Does this Braze (BRZE) Form 4 indicate any option exercises or derivative positions for Neeraj Agrawal?

No option exercises or derivative positions are reported here. The derivative section is empty, and the only transaction with a share amount is the 500,000-share bona fide gift of Class A Common Stock, alongside multiple entries that simply restate post-transaction share holdings.