Family trust of Braze (BRZE) director converts 62,562 Class B shares to Class A

Rhea-AI Filing Summary

Braze, Inc. reported an insider-related share conversion tied to director Tara Walpert Levy. On January 30, 2026, 62,562 shares of Class B common stock held through a family trust automatically converted into 62,562 shares of Class A common stock at a price of $0 per share under the company’s amended and restated certificate of incorporation.

The filing shows 62,562 Class A shares held indirectly via the family trust and 94,240 Class A shares held directly, of which 5,033 shares are restricted stock units. The reporting person shares voting and investment control over the trust holdings and disclaims beneficial ownership beyond her pecuniary interest.

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).

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^*

Levy Tara Walpert

(Last) (First) (Middle)

C/O BRAZE, INC., 63 MADISON BUILDING

28 E. 28TH STREET, 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)

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	01/30/2026	C(1)		62,562	A	$0	62,562	I	See footnote(2)
Class A Common Stock								94,240(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
Class B Common Stock	(1)	01/30/2026		C(1)			62,562	(1)	(1)	Class A Common Stock	62,562	$0	0	I	See footnote(2)

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.

2. The securities are held by a family trust, of which the reporting person's spouse is the trustee. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her proportionate pecuniary interest therein.

3. Of the reported shares, 5,033 shares are represented by restricted stock units.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	01/30/2026
	** 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 insider transaction did Braze (BRZE) disclose for Tara Walpert Levy?

Braze disclosed an automatic share-class conversion for a trust associated with director Tara Walpert Levy. On January 30, 2026, 62,562 Class B shares converted into 62,562 Class A shares at $0 per share, pursuant to Braze’s amended and restated certificate of incorporation.

How many Braze (BRZE) shares were converted from Class B to Class A?

A total of 62,562 Braze Class B shares converted into 62,562 Class A shares. The change occurred automatically on January 30, 2026, under Braze’s amended and restated certificate of incorporation, with no cash changing hands and no action required from the holder.

Who holds the Braze (BRZE) shares reported in this Form 4?

The converted shares are held by a family trust associated with the reporting person. The reporting person’s spouse serves as trustee, and the reporting person shares voting and investment control, while disclaiming beneficial ownership except for her proportionate pecuniary interest in those trust-held shares.

How many Braze (BRZE) Class A shares does the filing show after the conversion?

The filing shows 62,562 Class A shares held indirectly and 94,240 Class A shares held directly. Within the reported direct holdings, 5,033 shares are represented by restricted stock units, which typically settle in stock upon vesting according to award terms.

Did the Braze (BRZE) insider sale or buy shares in this transaction?

No sale or purchase occurred; it was an automatic conversion. The 62,562 Class B shares converted into 62,562 Class A shares at a reported price of $0 per share, reflecting a change in share class rather than an open-market or negotiated trade.

What does the restricted stock unit disclosure mean for Braze (BRZE)?

The filing notes that 5,033 of the reported Class A shares are restricted stock units. RSUs represent a promise to deliver shares in the future, usually upon vesting, and highlight that a portion of reported holdings is tied to unvested equity awards rather than already-settled stock.