Braze (NASDAQ: BRZE) counsel sells 9,930 shares in Rule 10b5-1 trades

Rhea-AI Filing Summary

Braze, Inc. General Counsel Susan Wiseman reported open-market sales of a total of 9,930 shares of Class A Common Stock. She sold 5,763 shares at $16.93 on February 18, 2026 and 4,167 shares at $17.03 on February 19, 2026.

Footnotes state these transactions were effected under a non-discretionary sell-to-cover program for tax withholding tied to vesting restricted stock units and pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025. After these trades, she directly holds 209,864 shares, including 68,957 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)
02/18/2026

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	02/18/2026		S(1)		5,763	D	$16.93	214,031(2)	D
Class A Common Stock	02/19/2026		S(3)		4,167	D	$17.03	209,864(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, 68,957 shares are represented by restricted stock units.

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

Remarks:

	/s/ Nathan Jeffries, Attorney-in-Fact	02/20/2026
	** 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.

FAQ

What insider transaction did Braze (BRZE) General Counsel report on this Form 4?

Braze General Counsel Susan Wiseman reported selling 9,930 shares of Class A Common Stock. The sales occurred on February 18 and 19, 2026 at prices of $16.93 and $17.03 per share, respectively, and were executed as open-market transactions.

At what prices did Susan Wiseman sell Braze (BRZE) shares and on which dates?

Susan Wiseman sold Braze shares at $16.93 and $17.03 per share. She sold 5,763 shares on February 18, 2026 at $16.93 and 4,167 shares on February 19, 2026 at $17.03, all reported as open-market sales.

How many Braze (BRZE) shares does Susan Wiseman hold after these reported sales?

After the reported transactions, Susan Wiseman directly holds 209,864 Braze Class A shares. A footnote explains that 68,957 of these reported shares are represented by restricted stock units, which typically deliver shares over time as they vest under equity award terms.

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

Yes, the shares were sold pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025. Rule 10b5-1 plans allow pre-arranged trades under set instructions, helping insiders systematically sell shares without making ad hoc trading decisions.

What is the sell-to-cover program mentioned in the Braze (BRZE) Form 4 footnote?

The footnote explains the transactions were effected under a non-discretionary sell-to-cover program. This program, implemented by Braze, automatically sells shares to cover tax withholding obligations arising from the vesting of the reporting person’s restricted stock units.

How many Braze (BRZE) shares were related to restricted stock units in this Form 4?

A footnote states that 68,957 of the reported shares are represented by restricted stock units. Restricted stock units are equity awards that convert into shares upon vesting, and related tax obligations can trigger automatic sell-to-cover share sales when those units vest.