Braze (BRZE) director-linked funds convert Class B shares to Class A
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Braze, Inc. reported an automatic share conversion involving entities associated with director Neeraj Agrawal. Effective January 30, 2026, all outstanding Class B common stock converted into Class A common stock under the amended and restated certificate of incorporation.
Battery Investment Partners Select Fund I, L.P. had 221,708 Class B shares convert into Class A, resulting in 250,958 Class A shares held indirectly. Battery Ventures Select Fund I, L.P. had 1,141,717 Class B shares convert into Class A, resulting in 2,537,467 Class A shares held indirectly, all at a stated conversion price of $0.
The filing also lists additional indirect Class A holdings through several Battery Ventures funds and an irrevocable trust. The reporting person disclaims beneficial ownership beyond his pecuniary interest, and several footnotes describe prior pro rata in‑kind distributions and changes in form of ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,363,425 shares exercised/converted
Mixed
11 txns
Insider
Agrawal Neeraj
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 221,708 | $0.00 | -- |
| Conversion | Class B Common Stock | 1,141,717 | $0.00 | -- |
| Conversion | Class A Common Stock | 221,708 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,141,717 | $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 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 0 shares (Indirect, By Battery Investment Partners Select Fund I, L.P.);
Class A Common Stock — 250,958 shares (Indirect, By Battery Investment Partners Select Fund I,L.P.);
Class A Common Stock — 194,769 shares (Direct)
Footnotes (1)
- Effective January 30, 2026, per the amended and restated certificate of incorporation, all outstanding shares of the Issuer's Class B common stock automatically converted into shares of Issuer's Class A common stock without any actions of the holder (the "Conversion"). 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. The securities held by Battery Investment Partners XI, LLC ("BIP XI") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BIP XI to its members for no additional consideration. Securities are held by 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. The securities held by Battery Ventures XI-A, L.P. ("BV XI-A") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV XI-A to its general partner for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-A, for no additional consideration to its members. Securities are held by 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. The securities held by Battery Ventures XI-B, L.P. ("BV XI-B") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV XI-B to its general partner for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-B, for no additional consideration to its members. Securities are held by 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. The securities held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV XI-A SF to its general partner for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-A SF, for no additional consideration to its members. Securities are held by 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. The securities held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV XI-B SF to its general partner for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-B SF, for no additional consideration to its members. Securities are held by 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. The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (6), (8), (10) and (12). The receipt of such securities by the Reporting Person constituted a changes in form of ownership and, therefore, were not required to be reported pursuant to Section 16. The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (4). The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16. 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.
FAQ
What insider transaction did Braze (BRZE) disclose in this Form 4?
Braze disclosed an automatic conversion of Class B common stock into Class A common stock on January 30, 2026. The conversion affected shares held by Battery Investment Partners Select Fund I, L.P. and Battery Ventures Select Fund I, L.P., both associated with director Neeraj Agrawal.
What are the resulting Class A holdings for the Battery Select funds in Braze?
After the conversion, Battery Investment Partners Select Fund I, L.P. holds 250,958 Braze Class A shares indirectly. Battery Ventures Select Fund I, L.P. holds 2,537,467 Braze Class A shares indirectly. These positions reflect the automatic conversion of their former Class B shares.
What is the nature of the derivative securities change reported for Braze?
The Form 4 shows Class B common stock as a derivative security converting into Class A common stock on January 30, 2026. Following this automatic conversion, the derivative positions show zero remaining, with equivalent Class A common stock reported as indirectly owned.