[Form 4] Braze, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Braze (NASDAQ: BRZE) filed a Form 4 reporting insider activity by director Tara Walpert Levy.

On 06/25/2025 she exercised 73,938 stock options at $4.88, converting the resulting Class B shares into Class A at no additional cost. The option grant is now fully settled.

On 06/26/2025 she received a 5,033-share RSU award that vests in June 2026 or the day before the 2026 annual meeting, whichever comes first.

Following the transactions, her direct Class A ownership rose from roughly 15 k to 94,240 shares; no shares were sold.

Positive

• Director increased direct Class A ownership by 73,938 shares (≈+487%) with no concurrent sales, aligning interests with shareholders.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Large option exercise, no sale—routine but signals continued board commitment.

The 73,938-share option exercise and immediate Class B-to-Class A conversion remove an aged derivative grant and turn it into straight equity. Although the cost basis is low ($4.88), it is not an open-market purchase, so signalling value is modest. Still, the director’s direct stake jumps more than five-fold to 94 k shares, suggesting alignment with common shareholders until at least the 2026 meeting when the new RSUs vest. There are no red flags such as concurrent sales or 10b5-1 usage disclosures. Overall, this is a routine compensation-related step with neutral governance impact.

Portfolio Manager

TL;DR: Insider’s net position up 79 k shares; liquidity unchanged—market effect minimal.

Because the option was in-the-money and immediately converted, float increases slightly while derivative overhang disappears. The exercise adds insider ownership but does not inject new cash into the company, nor does it drain liquidity. With no open-market buying or selling, I see negligible near-term price impact. That said, the absence of sales amid a large vesting event removes a potential overhang and could be read as a modest vote of confidence, but not enough to be materially bullish.

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).

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)
06/25/2025

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	06/25/2025		C		73,938	A	$0	89,207	D
Class A Common Stock	06/26/2025		A		5,033(1)	A	$0	94,240	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
Stock Option (Right to Buy)	$4.88	06/25/2025		M			73,938	(2)	02/03/2030	Class B Common Stock(3)	73,938	$0	0	D
Class B Common Stock	(3)	06/25/2025		M		73,938		(3)	(3)	Class A Common Stock	73,938	$4.88	73,938	D
Class B Common Stock	(3)	06/25/2025		C			73,938	(3)	(3)	Class A Common Stock	73,938	$0	0	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	62,562		62,562	I	See footnote(4)

Explanation of Responses:

1. The reported securities represent a restricted stock unit ("RSU") award and shall vest on the earlier of (i) June 26, 2026, or (ii) the date immediately preceding the date of the Issuer's 2026 annual meeting of stockholders, in each case subject to the Reporting Person's continuous service on such vesting date.

2. This award is fully vested.

3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B common stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock.

4. 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.

Remarks:

	/s/ Susan Wiseman, Attorney-in-Fact	06/27/2025
	** 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

How many Braze shares did director Tara Walpert Levy acquire on 06/25/2025?

She converted 73,938 Class B shares into Class A after exercising options at $4.88.

Did the Braze director sell any shares in this Form 4?

No. The filing shows only option exercises, conversions, and an RSU grant; no sales were reported.

What is the new total of Class A shares owned by the director after the transactions?

Following the reported transactions, she directly owns 94,240 Class A shares.

When do the 5,033 RSUs granted on 06/26/2025 vest?

They vest on the earlier of June 26 2026 or the day before Braze’s 2026 annual shareholder meeting, subject to continued service.