MCG7 Capital Inc., together with its subsidiaries Binder Clip Holdings LLC and Appboy BH LLC, reported beneficial ownership of 7,634,408 shares of Braze, Inc. Class A common stock, equal to 7.22% of the class as of December 31, 2025.
All 7,634,408 shares are subject to shared voting and shared dispositive power, with no sole voting or dispositive authority. Binder directly held 7,278,960 shares and Appboy directly held 355,448 shares, based on 105,783,258 Braze Class A shares outstanding as of December 31, 2025.
Positive
None.
Negative
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)
12/31/2025
(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
MCG7 Capital Inc.
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
BRITISH COLUMBIA, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,634,408.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,634,408.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,634,408.00
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)
7.22 %
12
Type of Reporting Person (See Instructions)
HC
Comment for Type of Reporting Person: Row 6: MCG7 Capital Inc. ("MCG7") shares voting power with its indirect wholly-owned subsidiaries, Binder Clip Holdings LLC ("Binder") and Appboy BH LLC ("Appboy").
Row 8: MCG7 shares dispositive power with its indirect wholly-owned subsidiaries, Binder and Appboy.
Row 11: This calculation is based on Braze, Inc. (the "Issuer") having 105,783,258 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") outstanding as of December 31, 2025, as reported to MCG7 by the Issuer on February 12, 2026.
Binder, the indirect wholly-owned subsidiary of MCG7, directly held 7,278,960 shares of Class A Common Stock as of December 31, 2025. Appboy, the direct wholly-owned subsidiary of Binder, directly held 355,448 shares of Class A Common Stock as of December 31, 2025.
The 7,278,960 shares of Class A Common Stock directly held by Binder as of December 31, 2025 and the 355,448 shares of Class A Common Stock directly held by Appboy as of December 31, 2025 together represented 7.22% of the issued and outstanding Class A Common Stock as of December 31, 2025.
SCHEDULE 13G
CUSIP No.
10576N102
1
Names of Reporting Persons
Binder Clip Holdings LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,634,408.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,634,408.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,634,408.00
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)
7.22 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Row 6: MCG7 Capital Inc. ("MCG7") shares voting power with its indirect wholly-owned subsidiaries, Binder Clip Holdings LLC ("Binder") and Appboy BH LLC ("Appboy").
Row 8: MCG7 shares dispositive power with its indirect wholly-owned subsidiaries, Binder and Appboy.
Row 11: This calculation is based on Braze, Inc. (the "Issuer") having 105,783,258 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") outstanding as of December 31, 2025, as reported to MCG7 by the Issuer on February 12, 2026.
Binder, the indirect wholly-owned subsidiary of MCG7, directly held 7,278,960 shares of Class A Common Stock as of December 31, 2025. Appboy, the direct wholly-owned subsidiary of Binder, directly held 355,448 shares of Class A Common Stock as of December 31, 2025.
The 7,278,960 shares of Class A Common Stock directly held by Binder as of December 31, 2025 and the 355,448 shares of Class A Common Stock directly held by Appboy as of December 31, 2025 together represented 7.22% of the issued and outstanding Class A Common Stock as of December 31, 2025.
SCHEDULE 13G
CUSIP No.
10576N102
1
Names of Reporting Persons
Appboy BH LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
355,448.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
355,448.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
355,448.00
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)
0.34 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Row 6: MCG7 Capital Inc. ("MCG7") shares voting power with its indirect wholly-owned subsidiaries, Binder Clip Holdings LLC ("Binder") and Appboy BH LLC ("Appboy"). Binder shares voting power with its direct wholly-owned subsidiary, Appboy.
Row 8: MCG7 shares dispositive power with its indirect wholly-owned subsidiaries, Binder and Appboy. Binder shares dispositive power with its direct wholly-owned subsidiary, Appboy.
Row 11: This calculation is based on Braze, Inc. (the "Issuer") having 105,783,258 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") outstanding as of December 31, 2025, as reported to Appboy by the Issuer on February 12, 2026.
Appboy, the direct wholly-owned subsidiary of Binder, directly held 355,448 shares of Class A Common Stock as of December 31, 2025.
The 355,448 shares of Class A Common Stock held by Appboy as of December 31, 2025 represented 0.34% of the issued and outstanding Class A Common Stock as of December 31, 2025.
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:
(i) MCG7 Capital Inc. ("MCG7")
(ii) Binder Clip Holdings LLC ("Binder")
(iii) Appboy BH LLC ("Appboy")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of MCG7 is c/o Fasken, 550 Burrard Street, Suite 2900, Vancouver, British Columbia, V6C 0A3, Canada. The address of the principal business office of Binder is c/o Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. The address of the principal business office of Appboy is c/o Aprio, 7 Penn Plaza, Suite 210, New York, NY 10001.
(c)
Citizenship:
(i) MCG7: British Columbia, Canada
(ii) Binder: Delaware
(iii) Appboy: Delaware
(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:
7,634,408
(b)
Percent of class:
7.22 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
7,634,408
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
7,634,408
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Binder is the wholly-owned subsidiary of MCG7. Appboy is the wholly-owned subsidiary of Binder. The three Reporting Persons are filing jointly. See attached Exhibit, "AGREEMENT PURSUANT TO RULE 13d-1(k)(1)(iii) CONCERNING JOINT SCHEDULE 13G FILING."
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 ownership stake does MCG7 Capital report in Braze (BRZE)?
MCG7 Capital and its subsidiaries report beneficial ownership of 7,634,408 Braze Class A shares, representing 7.22% of the class as of December 31, 2025. This reflects a significant but non‑controlling minority position disclosed in the Schedule 13G/A amendment.
How many Braze (BRZE) shares are outstanding in this Schedule 13G/A?
The disclosure states Braze had 105,783,258 Class A shares outstanding as of December 31, 2025. The reported 7,634,408 shares beneficially owned by the MCG7 group are measured against this total to calculate the 7.22% ownership percentage in the filing.
Which entities jointly hold the Braze (BRZE) shares reported by MCG7?
The ownership is reported jointly by MCG7 Capital Inc., Binder Clip Holdings LLC, and Appboy BH LLC. Binder directly held 7,278,960 shares and Appboy directly held 355,448 shares, with MCG7 as the parent. All three entities filed together as reporting persons.
Does MCG7 Capital have sole voting power over Braze (BRZE) shares?
No, the disclosure shows 0 shares with sole voting power and 7,634,408 shares with shared voting power. It similarly reports no sole dispositive power, with all 7,634,408 shares subject to shared dispositive power among the reporting entities.
What percentage of Braze (BRZE) shares does Appboy BH LLC directly hold?
Appboy BH LLC directly held 355,448 Braze Class A shares as of December 31, 2025, representing 0.34% of the outstanding Class A common stock. Appboy is a wholly owned subsidiary of Binder, which in turn is indirectly wholly owned by MCG7 Capital.
How are Binder Clip Holdings and Appboy related to MCG7 Capital in the Braze (BRZE) stake?
The filing explains that Binder Clip Holdings LLC is a wholly owned subsidiary of MCG7 Capital Inc., and Appboy BH LLC is a wholly owned subsidiary of Binder. Together, these entities form the reporting group for the Braze Class A share position.