Braze, Inc. shareholder William Magnuson filed an amended Schedule 13G reporting his beneficial ownership of the company’s Class A common stock. As of January 30, 2026, he beneficially owned 5,442,321 shares, representing 4.77% of the 112,679,841 Class A shares outstanding.
The position includes 4,145,465 shares held directly, 470 shares held indirectly, 44,728 shares issuable from restricted stock units vesting within 60 days of January 30, 2026, and 1,251,658 shares issuable upon exercise of vested options. The filing also notes that, under Braze’s certificate of incorporation, each outstanding share of Class B common stock and related options automatically converted into equivalent Class A instruments on January 30, 2026 after Class B fell below 10% of the combined classes.
Positive
None.
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None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Braze, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
10576N102
(CUSIP Number)
01/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
10576N102
1
Names of Reporting Persons
Magnuson William
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,441,851.00
6
Shared Voting Power
470.00
7
Sole Dispositive Power
5,441,851.00
8
Shared Dispositive Power
470.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,442,321.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.77 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Braze, Inc.
(b)
Address of issuer's principal executive offices:
63 Madison Building, 28 E. 28th Street, 12th floor mailroom, New York, New York 10016
Item 2.
(a)
Name of person filing:
William Magnuson
(b)
Address or principal business office or, if none, residence:
c/o Braze, Inc.
63 Madison Building
28 E. 28th Street, 12th floor mailroom
New York, New York 10016
(c)
Citizenship:
United States of America
(d)
Title of class of securities:
Class A Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
10576N102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of January 30, 2026, Mr. Magnuson beneficially owned 5,442,321 shares of the Issuer's Class A common stock, par value $0.0001 per share, consisting of (a) 4,145,465 shares held directly by Mr. Magnuson, (b) 470 shares held indirectly by Mr. Magnuson, (c) 44,728 shares of Class A Common Stock issuable pursuant to restricted stock units held directly by Mr. Magnuson that will vest and settle within 60 days of January 30, 2026 , and (d) 1,251,658 shares of Class A common stock issuable upon the exercise of vested and exercisable options.
As disclosed in the Issuer's Current Report on Form 8-K filed on February 2, 2026, on October 21, 2025, the number of outstanding shares of Class B Common Stock of the Issuer, par value $0.0001 per share, represented less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock, and Class B Common Stock of the Issuer. Accordingly, pursuant to the terms of the Issuer's Eighth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") on January 30, 2026, each outstanding share of Class B Common Stock automatically converted into one share of Class A Common Stock, and each outstanding option to purchase shares of the Issuer's Class B common stock issued pursuant to the Issuer's Amended and Restated 2011 Equity Incentive Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A common stock.
(b)
Percent of class:
Based on 112,679,841 shares of Class A Common Stock issued and outstanding as of January 30, 2026, and the information set forth in (a) above, Mr. Magnuson beneficially owned 4.77% of the outstanding Class A Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,441,851
(ii) Shared power to vote or to direct the vote:
470
(iii) Sole power to dispose or to direct the disposition of:
5,441,851
(iv) Shared power to dispose or to direct the disposition of:
470
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What did William Magnuson report in this Braze (BRZE) Schedule 13G/A filing?
William Magnuson reported his beneficial ownership of Braze Class A common stock. As of January 30, 2026, he beneficially owned 5,442,321 shares, reflecting a 4.77% stake, including directly held shares, indirect holdings, restricted stock units, and exercisable stock options.
How many Braze (BRZE) shares does William Magnuson beneficially own and what is his percentage stake?
He beneficially owns 5,442,321 shares of Braze Class A common stock, representing 4.77% of the outstanding Class A shares. This percentage is based on 112,679,841 Class A shares issued and outstanding as of January 30, 2026, as disclosed in the ownership section.
How is William Magnuson’s Braze (BRZE) ownership position composed?
His position includes 4,145,465 shares held directly, 470 shares held indirectly, 44,728 shares issuable from restricted stock units vesting within 60 days of January 30, 2026, and 1,251,658 shares issuable upon exercise of vested and exercisable stock options, all counted as beneficial ownership.
What change occurred to Braze’s Class B common stock mentioned in this filing?
The filing notes that on January 30, 2026, each outstanding share of Braze Class B common stock automatically converted into one share of Class A common stock. At the same time, each option to purchase Class B shares converted into an option to purchase the same number of Class A shares, under the company’s certificate of incorporation.
Why does the filing mention Braze Class B common stock representing less than 10%?
It explains that, as disclosed in a prior Form 8-K, by October 21, 2025 Class B common stock represented less than 10% of the combined outstanding Class A and Class B shares. That threshold triggered automatic conversion of all Class B shares and related options into equivalent Class A instruments on January 30, 2026.
What does it mean that William Magnuson owns 5 percent or less of Braze (BRZE) Class A stock?
The filing states that his beneficial ownership is 4.77% of Braze’s Class A shares, placing him in the category of owning 5 percent or less of the class. This level of ownership still requires disclosure but reflects a stake below the traditional 5% large-shareholder threshold.
