Braze (BRZE) CRO has 92,970 shares withheld to cover taxes

Rhea-AI Filing Summary

Braze, Inc. (BRZE) reported that Chief Revenue Officer Edward M. McDonnell had 92,970 shares of Class A common stock withheld on 2026-08-17 to satisfy tax withholding obligations upon vesting and settlement of equity awards. Following this tax-withholding disposition, he holds 439,362 shares directly, including 390,104 shares represented by restricted stock units.

Insider Trade Summary

Net Seller: 92,970 shares

Net Sell 1 txn

Insider McDonnell Edward M.

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	92,970	$28.93	$2.69M

Holdings After Transaction: Class A Common Stock — 439,362 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting and settlement of the underlying equity awards.
2. F2. Of the reported shares, 390,104 shares are represented by restricted stock units.

Key Figures

Shares withheld for taxes: 92,970 shares Per-share value for tax withholding: $28.93 per share Shares held after transaction: 439,362 shares +1 more

4 metrics

Shares withheld for taxes 92,970 shares Class A Common Stock withheld on 2026-08-17 for tax withholding obligations

Per-share value for tax withholding $28.93 per share Value applied to the 92,970 BRZE shares withheld for tax obligations

Shares held after transaction 439,362 shares Direct holdings of Edward M. McDonnell following the 2026-08-17 transaction

Holdings represented by RSUs 390,104 shares Portion of post-transaction holdings represented by restricted stock units

Key Terms

restricted stock units, tax withholding obligations, Class A Common Stock

3 terms

restricted stock units financial

"Of the reported shares, 390,104 shares are represented by restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares withheld to satisfy the reporting person's tax withholding obligations"

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

What insider transaction did BRZE executive Edward M. McDonnell report on August 17, 2026?

Edward M. McDonnell reported a tax-withholding disposition of 92,970 BRZE shares on 2026-08-17. The shares were withheld to satisfy his tax obligations upon vesting and settlement of underlying equity awards, not as an open-market sale.

Was the August 17, 2026 BRZE Form 4 transaction an open-market sale?

No. The Form 4 states the 92,970 BRZE shares were withheld to pay tax liabilities on vesting equity awards. The code F transaction reflects shares delivered or withheld for tax withholding, rather than a discretionary open-market sale.

How many BRZE shares does Edward M. McDonnell hold after this Form 4 transaction?

After the transaction, Edward M. McDonnell directly holds 439,362 BRZE shares. A Form 4 footnote explains that 390,104 of these shares are represented by restricted stock units, indicating a significant portion is in the form of unvested or settling equity awards.

What price was used for the BRZE shares withheld for taxes in this Form 4?

The shares withheld for tax purposes are reported at $28.93 per BRZE share. This per-share value applies to the 92,970 Class A common shares that were delivered or withheld to satisfy Edward M. McDonnell’s tax withholding obligations.

What does transaction code F mean in the BRZE Form 4 for Edward M. McDonnell?

Transaction code F indicates payment of a tax liability by delivering or withholding securities. The Form 4 footnote clarifies that the 92,970 BRZE shares were withheld specifically to cover Edward M. McDonnell’s tax withholding obligations upon vesting of equity awards.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 04:15 PM Accepted by SEC EDGAR 08/19/2026 - 04:15 PM Learn about SEC filing dates

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^*

McDonnell Edward M.

(Last) (First) (Middle)

C/O BRAZE, INC., 63 MADISON BUILDING

28 E. 28TH ST., FLOOR 12 MAILROOM

(Street)

NEW YORK NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

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 Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/17/2026		F		92,970(1)	D	$28.93	439,362(2)	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. Represents shares withheld to satisfy the reporting person's tax withholding obligations upon vesting and settlement of the underlying equity awards.

2. Of the reported shares, 390,104 shares are represented by restricted stock units.

Remarks:

	/s/ Elizabeth Sweeny, Attorney-in-Fact	08/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)