BRZE Insider Trade: 3,270 Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

Malik Astha, Chief Business Officer of Braze, Inc. (BRZE), reported a sale of 3,270 shares of Class A common stock on 09/05/2025 at a price of $32.51 per share. After the sale, Mr. Astha beneficially owns 233,660 shares, of which 196,263 are represented by restricted stock units. The sale was executed under a Rule 10b5-1 trading plan adopted on April 14, 2025. The Form 4 was signed by an attorney-in-fact on 09/09/2025. The filing discloses an insider disposition under a pre-established plan and the composition of the remaining holdings between unrestricted shares and RSUs.

Positive

• Sale executed under a Rule 10b5-1 trading plan, which provides pre-established timing and reduces appearance of opportunistic trading
• Clear disclosure of holdings, including that 196,263 of the beneficially owned shares are restricted stock units

Negative

• Insider disposition of shares (3,270 shares sold), which reduces the reporting person's direct holdings
• Majority of remaining position consists of RSUs, indicating limited immediately liquid ownership compared with total beneficial ownership

Insights

Financial Analyst

TL;DR: Insider sold a small portion of holdings under a 10b5-1 plan; remaining position largely RSUs.

The reported sale of 3,270 shares at $32.51 was executed under a Rule 10b5-1 plan, which typically schedules trades to avoid opportunistic timing. The filing shows a substantial portion of the insider's stake (196,263 shares) is held as restricted stock units, indicating future vesting/drip rather than immediately liquid holdings. On a standalone basis this is a routine, pre-planned disposition and does not, by itself, provide evidence of company-wide financial stress.

Corporate Governance Expert

TL;DR: Transaction follows a documented 10b5-1 plan; disclosure appears complete for the sale and remaining RSUs.

The Form 4 clearly identifies the reporting person, her title (Chief Business Officer), the transaction date, sale quantity and price, and the use of a 10b5-1 trading plan adopted on April 14, 2025. The filing also discloses that 196,263 of the reported shares are restricted stock units, which is relevant for assessing the insider's near-term economic exposure and governance incentives. From a compliance perspective, the timely reporting and attorney-in-fact signature meet standard disclosure practices.

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^*

Malik Astha

(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)
	Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S(1)		3,270	D	$32.51	233,660(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. Shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025.

2. Of the reported shares, 196,263 shares are represented by restricted stock units.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	09/09/2025
	** 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 Malik Astha report on the Form 4 for BRZE?

The Form 4 reports a sale of 3,270 shares of Class A common stock on 09/05/2025 at $32.51 per share.

Was the sale by the BRZE insider part of a pre-established trading plan?

Yes. The filing states the shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025.

How many BRZE shares does the reporting person beneficially own after the sale?

After the reported transaction the reporting person beneficially owns 233,660 shares in total.

How many of the reported BRZE shares are restricted stock units (RSUs)?

The filing discloses that 196,263 of the beneficially owned shares are represented by restricted stock units.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Nathan Jeffries, Attorney-in-Fact on 09/09/2025.