Braze CFO sell-to-cover sale of 11,316 shares; 195,217 RSUs remain

Rhea-AI Filing Summary

Isabelle Winkles, Chief Financial Officer of Braze, Inc. (BRZE), sold 11,316 shares of Class A common stock on 08/19/2025 at $25.94 per share under a non-discretionary sell-to-cover program to satisfy tax withholding on vested restricted stock units. After the sale, the filing reports the reporting person beneficially owns 267,550 shares, of which 195,217 shares are represented by restricted stock units. The Form 4 was signed by an attorney-in-fact on 08/21/2025.

Positive

• Reporting compliance: The transaction is disclosed on a Form 4 with sale date, price, and resulting beneficial ownership.
• Substantial post-transaction ownership: The reporting person retains 267,550 shares following the sale.

Negative

• Insider sale: 11,316 Class A shares were sold at $25.94 per share on 08/19/2025.
• Large portion held as RSUs: 195,217 of the reported shares are represented by restricted stock units, indicating future vesting-related tax events may trigger additional sell-to-cover actions.

Insights

Securities Analyst

TL;DR: Routine tax-related disposition by a company officer; ownership remains substantial.

The filing documents a sale of 11,316 Class A shares at $25.94 each executed on 08/19/2025 under a pre-established non-discretionary sell-to-cover program used to satisfy tax withholding on vested restricted stock units. The reporting person still beneficially owns 267,550 shares following the transaction, including 195,217 RSU-represented shares. This is a standard disclosure of insider selling tied to compensation vesting rather than an open-market discretionary sale.

Corporate Governance Expert

TL;DR: Form 4 shows compliance with a Rule 10b5-1 style plan and clear reporting of post-transaction holdings.

The filing indicates the transaction was effected pursuant to a non-discretionary sell-to-cover program established by the issuer and last modified April 30, 2023, which the filer checked on the form. The disclosure includes the number of shares sold, sale price, and the resulting beneficial ownership, and the form is executed via attorney-in-fact. These elements align with typical Section 16 reporting practices for tax-withholding transactions tied to RSU vesting.

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^*

Winkles Isabelle

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		S(1)		11,316	D	$25.94	267,550(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. 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. Of the reported shares, 195,217 shares are represented by restricted stock units.

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	08/21/2025
	** 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 did BRZE CFO Isabelle Winkles report on Form 4?

She reported a sale of 11,316 Class A shares at $25.94 on 08/19/2025 under a non-discretionary sell-to-cover program and beneficial ownership of 267,550 shares thereafter.

Why was the sale executed under a sell-to-cover program?

The filing states the sale was effected to satisfy tax withholding obligations arising from the vesting of the reporting person's restricted stock units.

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

195,217 shares of the reported beneficial ownership are represented by restricted stock units, per the Form 4 explanation.

When was the sell-to-cover program established or last modified?

The issuer's non-discretionary sell-to-cover program was effective November 16, 2021, and last modified April 30, 2023, according to the filing.

Who signed the Form 4 for Isabelle Winkles?

The form was signed by Nathan Jeffries, Attorney-in-Fact, on 08/21/2025 as indicated in the filing.