Braze (BRZE) director option on 145,692 shares shifts from Class B to Class A

Rhea-AI Filing Summary

Braze, Inc. director Phillip M. Fernandez reported an administrative change to his stock options following a share-class conversion. Effective January 30, 2026, all outstanding Class B common stock automatically converted into Class A common stock under Braze’s amended and restated certificate of incorporation.

At the same time, Fernandez’s option to purchase 145,692 shares of Class B common stock was converted into an option to purchase 145,692 shares of Class A common stock, with the same terms and a $3.83 exercise price. The filing notes that this award is fully vested and that the option terms otherwise remained unchanged.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider FERNANDEZ PHILLIP M

Role Director

Type	Security	Shares	Price	Value
Other	Stock Option (Right to Buy)	145,692	$0.00	--
Other	Stock Option (Right to Buy)	145,692	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct)

Footnotes (1)

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 (the "Conversion"). At the time of the Conversion, each outstanding option to purchase shares of the Issuer's Class B common stock issued pursuant to the Issuer's Amended and Restated 2011 Equity Incentive Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A common stock. Otherwise, the terms of each such option remained unchanged. This award is fully vested.

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).

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^*

FERNANDEZ PHILLIP M

(Last) (First) (Middle)

C/O BRAZE, INC., 63 MADISON BUILDING,

28 E. 28TH ST. FLOOR 12

(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

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)	$3.83	01/30/2026		J(1)			145,692	(2)	07/30/2029	Class B Common Stock(1)	145,692	$0	0	D
Stock Option (Right to Buy)	$3.83	01/30/2026		J(1)		145,692		(2)	07/30/2029	Class A Common Stock	145,692	$0	145,692	D

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 (the "Conversion"). At the time of the Conversion, each outstanding option to purchase shares of the Issuer's Class B common stock issued pursuant to the Issuer's Amended and Restated 2011 Equity Incentive Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A common stock. Otherwise, the terms of each such option remained unchanged.

2. This award is fully vested.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	02/02/2026
	** 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 activity did Braze (BRZE) disclose for Phillip M. Fernandez?

Braze disclosed that director Phillip M. Fernandez had his stock option on 145,692 shares of Class B common stock converted into an option on 145,692 shares of Class A common stock. The conversion followed an automatic share-class change effective January 30, 2026, with all other option terms unchanged.

Why were Phillip M. Fernandez’s Braze (BRZE) stock options reported on January 30, 2026?

The options were reported because, effective January 30, 2026, all Braze Class B common shares automatically converted into Class A shares under the amended and restated certificate of incorporation. Each related Class B stock option, including Fernandez’s, was similarly converted into an option for the same number of Class A shares.

How many Braze (BRZE) shares are covered by Phillip M. Fernandez’s converted stock option?

The converted stock option held by Phillip M. Fernandez covers 145,692 shares of Braze Class A common stock. This reflects a one-for-one conversion from an option previously exercisable for 145,692 shares of Class B common stock, with the share count preserved through the conversion.

Did the terms of Phillip M. Fernandez’s Braze (BRZE) stock option change in this Form 4?

The filing states that, aside from the switch from Class B to Class A common stock, the terms of each affected option remained unchanged. Fernandez’s award retained its $3.83 exercise price and existing structure while simply referencing Braze Class A common stock instead of Class B.

Is Phillip M. Fernandez’s Braze (BRZE) stock option award fully vested?

Yes, the disclosure notes that the stock option award reported for Phillip M. Fernandez is fully vested. This means he has already satisfied any vesting conditions, and the option is currently exercisable under its stated terms and expiration schedule in the company’s equity plan.

What is the expiration date and exercise price of Phillip M. Fernandez’s Braze (BRZE) option?

The stock option reported for Phillip M. Fernandez has a $3.83 exercise price and a July 30, 2029 expiration date. Following the share-class conversion, it now covers Braze Class A common stock while keeping the same pricing and expiration provisions as before.