BRZE Insider Report: Phillip Fernandez Adds 5K Shares via RSUs

Rhea-AI Filing Summary

Braze (Nasdaq: BRZE) filed a Form 4 disclosing that director Phillip M. Fernandez was awarded 5,033 Class A common shares on 06/26/2025 through a restricted stock unit (RSU) grant priced at $0.

The RSUs will vest on the earlier of (i) June 26, 2026 or (ii) the day immediately preceding the 2026 annual shareholders’ meeting, contingent upon his continued service. Following the grant, Mr. Fernandez’s total beneficial ownership increased to 20,302 shares. The filing reports no open-market purchases, sales, or derivative transactions.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant, limited valuation impact

The filing records a standard board compensation grant—5,033 RSUs (~25% of the director’s holdings) vesting over one year. Because the award carries no cash cost and involves no share sales, shareholder dilution is minimal and already contemplated in existing equity plans. The action neither signals insider conviction nor concern; therefore, market impact should be neutral absent additional context.

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).

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)
06/26/2025

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	06/26/2025		A		5,033(1)	A	$0	20,302	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. 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.

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 BRZE shares did director Phillip M. Fernandez acquire in the June 2025 Form 4?

The filing shows he received 5,033 Class A common shares via a restricted stock unit grant.

What is the vesting schedule for the new BRZE RSU grant?

The RSUs vest on the earlier of June 26, 2026 or the date immediately before Braze’s 2026 annual meeting, subject to continued service.

What is Phillip M. Fernandez’s total BRZE share ownership after the transaction?

After the award, he beneficially owns 20,302 Class A shares.

Was the June 2025 BRZE insider transaction an open-market trade?

No. It was a restricted stock unit award priced at $0, not an open-market purchase or sale.

Did the Form 4 disclose any derivative securities for BRZE?

No derivative positions were reported; only the RSU grant was disclosed.