Braze chief business officer automatic sell-to-cover transaction filed

Rhea-AI Filing Summary

Braze, Inc. (BRZE) chief business officer Form 4 filing details an automatic tax-related share sale. On 11/18/2025, the reporting officer sold 14,322 shares of Class A common stock at a weighted average price of $26.64 per share under a non-discretionary sell-to-cover program effective November 16, 2021. This program is used to satisfy tax withholding obligations arising from the vesting of the officer’s restricted stock units.

After this transaction, the officer beneficially owned 219,338 shares of Braze Class A common stock, of which 170,136 shares are represented by restricted stock units. The sale was executed across multiple trades at prices ranging from $26.64 to $26.83 per share.

Insider Trade Summary

Net Seller: 14,322 shares ($381,538)

Net Sell 1 txn

Insider Malik Astha

Role Chief Business Officer

Sold 14,322 shs ($382K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	14,322	$26.64	$382K

Holdings After Transaction: Class A Common Stock — 219,338 shares (Direct)

Footnotes (1)

1. This transaction was effected in accordance with a non-discretionary sell-to-cover program implemented by the Issuer, effective November 16, 2021, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.64 to $26.83 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. Of the reported shares, 170,136 shares are represented by restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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^*

Malik Astha

(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 Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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	11/18/2025		S(1)		14,322	D	$26.64(2)	219,338(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. This transaction was effected in accordance with a non-discretionary sell-to-cover program implemented by the Issuer, effective November 16, 2021, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.64 to $26.83 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, 170,136 shares are represented by restricted stock units.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	11/20/2025
	** 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 does the Braze (BRZE) Form 4 filed by the chief business officer report?

The Form 4 reports that the Braze chief business officer sold 14,322 shares of Class A common stock on 11/18/2025 as part of a tax-related transaction.

At what price were the Braze (BRZE) shares sold in this Form 4 filing?

The reported transaction shows a weighted average sale price of $26.64 per share, with trades executed between $26.64 and $26.83.

Why did the Braze (BRZE) executive sell shares according to the Form 4?

The sale was made under a non-discretionary sell-to-cover program used to satisfy tax withholding obligations from the vesting of the executive’s restricted stock units.

How many Braze (BRZE) shares does the reporting person own after the transaction?

Following the transaction, the reporting person beneficially owned 219,338 shares of Braze Class A common stock.

How many of the Braze (BRZE) shares are in the form of restricted stock units (RSUs)?

Out of the total beneficial ownership, 170,136 shares are represented by restricted stock units.

What is a sell-to-cover program in the context of Braze (BRZE) Form 4?

A sell-to-cover program is a non-discretionary arrangement where shares are automatically sold to cover tax withholding when restricted stock units vest.