Braze (BRZE) CRO sells stock under 10b5-1 plan, keeps RSUs

Rhea-AI Filing Summary

Braze, Inc. (BRZE) reported that Chief Revenue Officer Edward M. McDonnell sold shares of Class A Common Stock in two open-market transactions on August 24, 2026, under a Rule 10b5-1 trading plan adopted on April 15, 2026. He sold 23,927 shares at a weighted average price of $31.29 and 5,805 shares at a weighted average price of $31.74, for a total of 29,732 shares. The prices reflect multiple trades within disclosed ranges, and the reporting person continues to hold shares, including 390,104 shares represented by restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 29,732 shares

Net Sell 2 txns

Insider McDonnell Edward M.

Role Chief Revenue Officer

Sold 29,732 shs ($933K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2, F3	23,927	$31.29	$749K
Sale	Class A Common Stock F1, F4, F3	5,805	$31.74	$184K

Holdings After Transaction: Class A Common Stock — 409,630 shares (Direct)

Footnotes (4)

1. F1. Shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2026.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.68 to $31.67 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. F3. Of the reported shares, 390,104 shares are represented by restricted stock units.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.68 to $31.84 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Key Figures

Shares sold (first transaction): 23,927 shares of Class A Common Stock Weighted average price (first transaction): $31.29 per share Shares sold (second transaction): 5,805 shares of Class A Common Stock +3 more

6 metrics

Shares sold (first transaction) 23,927 shares of Class A Common Stock Sale on August 24, 2026 at a weighted average price of $31.29

Weighted average price (first transaction) $31.29 per share 23,927 shares sold; trades ranged from $30.68 to $31.67 inclusive

Shares sold (second transaction) 5,805 shares of Class A Common Stock Sale on August 24, 2026 at a weighted average price of $31.74

Weighted average price (second transaction) $31.74 per share 5,805 shares sold; trades ranged from $31.68 to $31.84 inclusive

Total shares sold 29,732 shares Net-sell total across two open-market transactions on August 24, 2026

Restricted stock units represented 390,104 shares Shares represented by restricted stock units among the reported shares

Key Terms

Rule 10b5-1 trading plan, weighted average price, restricted stock units

3 terms

Rule 10b5-1 trading plan regulatory

"Shares were sold pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted stock units financial

"Of the reported shares, 390,104 shares are represented by 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.

FAQ

What insider transaction did BRZE report for Edward M. McDonnell on this Form 4?

The Form 4 reports that Edward M. McDonnell, Chief Revenue Officer of Braze, Inc. (BRZE), sold 29,732 shares of Class A Common Stock in open-market transactions on August 24, 2026 pursuant to a Rule 10b5-1 trading plan.

How many BRZE shares did Edward M. McDonnell sell and at what prices?

Edward M. McDonnell sold 23,927 shares at a weighted average price of $31.29 and 5,805 shares at a weighted average price of $31.74. The first block traded between $30.68 and $31.67, and the second block between $31.68 and $31.84.

Was the BRZE insider sale by Edward M. McDonnell under a Rule 10b5-1 plan?

Yes. The filing states that the shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2026, and the document-level Rule 10b5-1 checkbox is affirmed.

What is the total number of BRZE shares sold by Edward M. McDonnell in this transaction?

Across both reported trades, Edward M. McDonnell sold a total of 29,732 shares of Braze, Inc. Class A Common Stock on August 24, 2026.

Does Edward M. McDonnell still hold BRZE equity after these sales?

Yes. A footnote states that 390,104 shares are represented by restricted stock units. These RSUs are part of his reported equity holdings after the transactions.

What ranges did the weighted average prices cover for the BRZE insider sales?

For the 23,927 shares, the weighted average price of $31.29 reflects trades between $30.68 and $31.67. For the 5,805 shares, the weighted average price of $31.74 reflects trades between $31.68 and $31.84.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/26/2026 - 04:20 PM Accepted by SEC EDGAR 08/26/2026 - 04:20 PM Learn about SEC filing dates

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
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).

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^*

McDonnell Edward M.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/24/2026		S(1)		23,927	D	$31.29(2)	415,435(3)	D
Class A Common Stock	08/24/2026		S(1)		5,805	D	$31.74(4)	409,630(3)	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. Shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.68 to $31.67 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Of the reported shares, 390,104 shares are represented by restricted stock units.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.68 to $31.84 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Elizabeth Sweeny, Attorney-in-Fact	08/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)