BRZE Form 4: Magnuson Sells Shares Under Sell-to-Cover Plan

Rhea-AI Filing Summary

Braze insider sale by CEO/director William Magnuson. The Form 4 shows that on 08/19/2025 Magnuson executed a sale of 24,325 shares of Class A common stock at $25.94 per share under a non-discretionary sell-to-cover plan used to satisfy tax withholding on vested restricted stock units. After the transaction he is reported to beneficially own 721,444 Class A shares 416,772 represented by restricted stock units) and an additional 470 shares held indirectly through an LLC. The reporting person is identified as the company’s Chief Executive Officer and a director. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/21/2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-driven sale under an existing plan; disclosure consistent with Section 16 reporting.

The filing documents a sell-to-cover disposition tied to RSU vesting, which is a standard mechanism executives use to satisfy tax obligations. The report identifies Magnuson as CEO and director and discloses both direct and indirect holdings, including the number of RSUs. The disclosure appears complete and timely, with an attorney-in-fact signature two days after the transaction date. No additional governance concerns are stated in the filing itself.

Securities Analyst

TL;DR: Non-material insider sale disclosed; transaction size and holdings are explicit but no operational impact included.

The Form 4 records a sale of 24,325 shares at $25.94 executed under a previously established non-discretionary plan to cover tax withholdings on vested RSUs. The filing details remaining beneficial ownership and distinguishes RSU-held shares from other holdings. The document contains no financial performance metrics or material developments beyond the insider transaction.

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

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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^*

Magnuson William

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		S(1)		24,325	D	$25.94	721,444(2)	D
Class A Common Stock								470	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, 416,772 shares are represented by restricted stock units.

3. The securities are held by a limited liability company in which the reporting person is a member. 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	08/21/2025
	** 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 transaction did William Magnuson report on the Form 4 for BRZE?

The Form 4 reports a sale of 24,325 Class A shares on 08/19/2025 at $25.94 per share.

Why were shares sold in the reported transaction?

The sale was effected under a non-discretionary sell-to-cover program to satisfy tax withholding obligations arising from the vesting of restricted stock units.

How many Braze shares does Magnuson beneficially own after the transaction?

He is reported to beneficially own 721,444 Class A shares following the transaction, of which 416,772 are represented by restricted stock units; additionally 470 shares are held indirectly.

What roles does the reporting person hold at Braze?

The Form 4 identifies William Magnuson as the company’s Chief Executive Officer and a director.

When was the Form 4 signed and by whom?

The filing shows a signature by Nathan Jeffries, Attorney-in-Fact dated 08/21/2025.