Braze (NASDAQ: BRZE) CTO executes 7,391-share tax sell-to-cover transaction

Rhea-AI Filing Summary

Braze, Inc. Chief Technology Officer Jonathan Hyman reported an open-market sale of 7,391 shares of Class A common stock on February 18, 2026 at an average price of $16.93 per share. According to a footnote, this sale was carried out under a non-discretionary sell-to-cover program to satisfy tax withholding obligations from vesting restricted stock units.

After this transaction, Hyman directly held 1,692,933 shares of Class A common stock, and a footnote states that 112,571 of the reported shares are represented by restricted stock units. Additional indirect holdings of 28,564 and 71,436 shares are held through a family trust, where he shares voting and investment control.

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

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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^*

Hyman Jonathan

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		S(1)		7,391	D	$16.93	1,692,933(2)	D
Class A Common Stock								28,564	I	See footnote(3)
Class A Common Stock								71,436	I	See footnote(3)

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 30, 2023, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.

2. Of the reported shares, 112,571 shares are represented by restricted stock units.

3. The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	02/20/2026
	** 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.

FAQ

What did Braze (BRZE) CTO Jonathan Hyman report in this Form 4?

Braze CTO Jonathan Hyman reported selling 7,391 shares of Class A common stock at $16.93 per share. The sale was under a non-discretionary sell-to-cover program to cover tax withholding from vesting restricted stock units, not a discretionary portfolio trade.

How many Braze (BRZE) shares does Jonathan Hyman hold after the reported sale?

After the reported sale, Jonathan Hyman directly holds 1,692,933 shares of Braze Class A common stock. A footnote adds that 112,571 of the reported shares are restricted stock units, and he also has indirect holdings through a family trust with shared voting and investment control.

Was the Braze (BRZE) CTO’s share sale a discretionary transaction?

The sale was not discretionary; it was executed under a non-discretionary sell-to-cover program. The program was implemented by Braze to satisfy tax withholding obligations tied to vesting restricted stock units, indicating the transaction was driven by tax requirements rather than ordinary portfolio rebalancing.

What price did Braze (BRZE) CTO Jonathan Hyman receive for the shares sold?

Jonathan Hyman’s reported sale of Braze Class A common stock occurred at an average price of $16.93 per share. This pricing detail helps investors quantify the total value of the 7,391 shares sold under the sell-to-cover program related to tax withholding obligations.

How are Jonathan Hyman’s indirect Braze (BRZE) holdings structured?

Jonathan Hyman’s indirect Braze holdings, totaling 28,564 and 71,436 shares, are held by a family trust. A footnote states he shares voting and investment control over these shares and may be deemed to beneficially own them, reflecting a shared control structure rather than sole ownership.

What does the Form 4 say about Jonathan Hyman’s restricted stock units at Braze (BRZE)?

A footnote explains that 112,571 of the reported Braze shares are represented by restricted stock units. These units typically convert into shares upon vesting, and the associated tax withholding obligations prompted the non-discretionary sell-to-cover transaction disclosed in this Form 4 filing.