BRZE Form 4: Malik Pankaj Sells 2,344 Shares via Sell-to-Cover Plan

Rhea-AI Filing Summary

Malik Pankaj, Chief Accounting Officer of Braze, Inc. (BRZE), reported a sale of 2,344 shares of Class A common stock on 08/19/2025 at a price of $25.94 per share. The filing states the sale was effected under the company’s non-discretionary sell-to-cover program, implemented November 16, 2021 and last modified April 15, 2024, to satisfy tax withholding on vested restricted stock units. After the transaction, the reporting person beneficially owned 66,930 shares, of which 37,756 are represented by restricted stock units. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transaction executed under an established sell-to-cover plan, demonstrating use of a pre-authorized, non-discretionary program
• Full disclosure of post-transaction ownership: reporting person retains 66,930 shares, providing transparency
• Filing includes RSU detail: 37,756 of the shares are represented by restricted stock units, clarifying holdings

Negative

• Insider sale reduced direct holdings by 2,344 shares, which is a realized disposition of company stock

Insights

Financial Analyst

TL;DR: Routine insider sale under a tax-related sell-to-cover program; limited direct market impact.

The Form 4 documents a small, specific disposition of 2,344 shares by Braze’s Chief Accounting Officer at $25.94 per share. The filing explicitly states the sale was executed via the issuer’s non-discretionary sell-to-cover plan to satisfy tax withholding on RSU vesting. Because the transaction is tax-driven and the reporting person retains 66,930 shares (including 37,756 RSUs), this disclosure signals compliance and routine liquidity management rather than a strategic change in insider position.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 obligations and 10b5-1 program use; governance and reporting practices are intact.

The Form 4 indicates the issuer maintains a documented sell-to-cover mechanism and the reporting officer used it in accordance with stated plan dates. The filing includes required details: transaction date, price, shares sold, and post-transaction beneficial ownership, and it was signed by an attorney-in-fact. These elements reflect adherence to insider-trading disclosure rules and established equity-compensation administration.

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
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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).

X

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^*

Malik Pankaj

(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 Accounting 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		S(1)		2,344	D	$25.94	66,930(2)	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. This transaction was effected in accordance with a non-discretionary sell-to-cover program implemented by the Issuer, effective November 16, 2021 and last modified April 15, 2024, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.

2. Of the reported shares, 37,756 shares are represented by restricted stock units.

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 shares did Braze (BRZE) officer Malik Pankaj sell on 08/19/2025?

The filing shows a sale of 2,344 shares of Class A common stock at $25.94 per share on 08/19/2025.

Why was the sale of BRZE shares executed by the reporting person?

The sale was effected under the issuer’s non-discretionary sell-to-cover program to satisfy tax withholding obligations arising from vesting restricted stock units.

How many Braze shares does Malik Pankaj beneficially own after the transaction?

After the reported transaction the reporting person beneficially owned 66,930 shares, of which 37,756 are represented by restricted stock units.

When was the sell-to-cover program implemented and last modified?

The Form 4 states the sell-to-cover program was implemented on November 16, 2021 and last modified on April 15, 2024.

Who signed the Form 4 filing for this transaction?

The Form 4 bears the signature of Nathan Jeffries, Attorney-in-Fact, dated 08/21/2025.