[Form 4] Braze, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Braze, Inc. (BRZE) reported insider share sales by its General Counsel on a Form 4. On November 18, 2025, the officer sold 5,474 shares of Class A common stock at a weighted average price of $26.64 per share under a non-discretionary sell-to-cover program for tax withholding tied to restricted stock unit vesting. On November 20, 2025, the officer sold an additional 3,248 shares at a weighted average price of $27.35 and 1,208 shares at a weighted average price of $28.17, in each case pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025. After these transactions, the reporting person beneficially owns 219,794 shares of Class A common stock, including 78,887 shares represented by restricted stock units.

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^*

Wiseman Susan

(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)
	General Counsel

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)		5,474	D	$26.64(2)	224,250(3)	D
Class A Common Stock	11/20/2025		S(4)		3,248	D	$27.35(5)	221,002(3)	D
Class A Common Stock	11/20/2025		S(4)		1,208	D	$28.17(6)	219,794(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 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. 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 $26.80 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, 78,887 shares are represented by restricted stock units.

4. Shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.95 to $27.91 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.96 to $28.46 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.

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 insider stock transactions were reported for Braze (BRZE)?

The General Counsel of Braze, Inc. (BRZE) reported selling Class A common stock in three transactions: 5,474 shares on November 18, 2025, and 3,248 and 1,208 shares in two separate sales on November 20, 2025.

At what prices did the Braze (BRZE) General Counsel sell shares?

The reported sales used weighted average prices: $26.64 per share on November 18, 2025, $27.35 per share for one sale on November 20, 2025, and $28.17 per share for another November 20, 2025 sale. Each figure reflects multiple trades within stated price ranges.

How many Braze (BRZE) shares does the insider own after these transactions?

Following the reported transactions, the General Counsel beneficially owns 219,794 shares of Braze Class A common stock, of which 78,887 shares are represented by restricted stock units.

Were the Braze (BRZE) insider sales under a Rule 10b5-1 trading plan?

Yes. The November 20, 2025 sales were made pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025, and one November 18, 2025 sale was made under a non-discretionary sell-to-cover program for tax withholding.

Why were some Braze (BRZE) shares sold in a sell-to-cover transaction?

The November 18, 2025 transaction of 5,474 shares was carried out under a non-discretionary sell-to-cover program implemented to satisfy tax withholding obligations arising from the vesting of restricted stock units.

What are the price ranges for the Braze (BRZE) insider sales?

The weighted average prices reflect multiple trades: the November 18, 2025 sale occurred between $26.64 and $26.80, the November 20, 2025 sale at $27.35 was between $26.95 and $27.91, and the November 20, 2025 sale at $28.17 was between $27.96 and $28.46.