BRZE Form 4: Malik Astha Sells 13,049 Shares Under Sell-to-Cover Plan

Rhea-AI Filing Summary

Insider sale by Braze Chief Business Officer. Malik Astha, Chief Business Officer of Braze, Inc. (BRZE), reported a sale of 13,049 shares of Class A common stock on 08/19/2025 at $25.94 per share under a pre-established non-discretionary sell-to-cover plan used to satisfy tax withholding on vested restricted stock units. After the transaction the filing shows beneficial ownership of 236,930 shares, of which 196,263 are represented by restricted stock units. The Form 4 was signed by an attorney-in-fact on 08/21/2025. The filing discloses no options, warrants, or other derivative transactions.

Positive

• Transaction conducted under a pre-established non-discretionary sell-to-cover program, which supports compliance with Rule 10b5-1(c).
• Reporting includes detailed post-transaction beneficial ownership showing continued substantial holdings (236,930 shares).
• Majority of remaining holdings are restricted stock units (196,263 RSUs), indicating ongoing retention tied to service or vesting.

Negative

• None.

Insights

Financial Analyst

TL;DR Insider sale was routine and executed under a Rule 10b5-1 style sell-to-cover plan; ownership remains substantial.

The reported sale of 13,049 Class A shares at $25.94 is documented as part of a non-discretionary sell-to-cover program to satisfy tax withholding on vested restricted stock units. Such transactions are typically administrative and not indicative of a change in view by management. Post-transaction beneficial ownership of 236,930 shares, including 196,263 RSUs, means the officer retains concentrated exposure to company equity, preserving alignment with shareholders while meeting tax obligations.

Corporate Governance Expert

TL;DR Disclosure aligns with standard Section 16 reporting; use of a pre-established plan reduces potential insider-trading concerns.

The Form 4 clearly references an issuer-implemented non-discretionary sell-to-cover program effective November 16, 2021, which satisfies Rule 10b5-1(c) affirmative defense conditions. The filing includes the required details: transaction date, amount sold, sale price, and resulting beneficial ownership. The presence of substantial RSUs is disclosed, and there are no amendments or derivative securities reported, which simplifies the governance review.

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
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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)
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)		13,049	D	$25.94	236,930(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, to satisfy tax withholding obligations arising in connection with the vesting of the Reporting Person's restricted stock units.

2. Of the reported shares, 196,263 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 Malik Astha report on the Form 4 for BRZE?

The Form 4 reports a sale of 13,049 Class A shares on 08/19/2025 at $25.94 per share under a non-discretionary sell-to-cover program.

How many Braze shares does Malik Astha beneficially own after the sale?

The filing shows beneficial ownership of 236,930 shares following the reported transaction.

How many of Malik Astha's reported shares are restricted stock units (RSUs)?

Of the reported beneficial shares, 196,263 shares are represented by restricted stock units according to the filing.

Was the sale part of a planned trading program?

Yes. The sale was effected under a non-discretionary sell-to-cover program implemented by the issuer, effective November 16, 2021, to satisfy tax withholding on vesting RSUs.

Are there any derivatives or option transactions reported in this Form 4?

No. Table II for derivative securities shows no reported transactions or derivative holdings in this filing.