Braze (BRZE) director-linked funds convert Class B shares to Class A

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.

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

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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^*

Agrawal Neeraj

(Last) (First) (Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON MA 02210

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		C(1)		221,708	A	$0	250,958	I	By Battery Investment Partners Select Fund I,L.P.(2)
Class A Common Stock	01/30/2026		C(1)		1,141,717	A	$0	2,537,467	I	By Battery Ventures Select Fund I,L.P.(3)
Class A Common Stock								33,116(4)	I	By Battery Investment Partners XI, LLC(5)
Class A Common Stock								714,569(6)	I	By Battery Ventures XI-A, L.P.(7)
Class A Common Stock								188,805(8)	I	By Battery Ventures XI-B, L.P.(9)
Class A Common Stock								742,400(10)	I	By Battery Ventures XI-A Side Fund, L.P.(11)
Class A Common Stock								160,974(12)	I	By Battery Ventures XI-B Side Fund, L.P.(13)
Class A Common Stock								194,769(14)	D
Class A Common Stock								888,123(14)(15)	I	By Trust(16)

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
Class B Common Stock	(1)	01/30/2026		C(1)			221,708	(1)	(1)	Class A Common Stock	221,708	$0	0	I	By Battery Investment Partners Select Fund I, L.P.(2)
Class B Common Stock	(1)	01/30/2026		C(1)			1,141,717	(1)	(1)	Class A Common Stock	1,141,717	$0	0	I	By Battery Ventures Select Fund I, L.P.(3)

Explanation of Responses:

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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

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.

	/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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.

How many Braze Class B shares were converted to Class A for Battery funds?

The filing shows 221,708 Class B shares converting into Class A for Battery Investment Partners Select Fund I, L.P. and 1,141,717 Class B shares converting into Class A for Battery Ventures Select Fund I, L.P., all at a stated price of $0 per share.

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.

Does Neeraj Agrawal directly own the Braze shares in this Form 4?

The shares are held by various Battery Ventures funds and an irrevocable trust, not directly by Neeraj Agrawal. Footnotes state he may be deemed to share voting and dispositive power but disclaims beneficial ownership except for his pecuniary interest.

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.

Which other entities related to Battery Ventures hold Braze Class A shares?

The filing lists indirect Class A holdings for Battery Investment Partners XI, LLC, Battery Ventures XI-A, L.P., Battery Ventures XI-B, L.P., Battery Ventures XI-A Side Fund, L.P., Battery Ventures XI-B Side Fund, L.P., and an irrevocable GST trust, all connected to the reporting person through management roles or family ties.