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Schedule 13G/A: Battery Ventures and Affiliates Report Braze Holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Battery Ventures and affiliated funds disclosed beneficial ownership stakes in Braze, Inc. (Class A common stock) as of June 30, 2025. Multiple Battery vehicles and affiliated individuals report combined holdings across Class A and Class B shares that, after conversion mechanics, represent single-digit percentages of the Class A stock. The filing lists exact share counts for each reporting person and states percentages based on 97,998,412 Class A shares outstanding as of June 3, 2025.

The report clarifies voting and dispositive power: many Battery entities report no sole voting or dispositive power and instead report shared voting and dispositive power over reported shares. Individual insiders (e.g., Neeraj Agrawal) and Battery managing members are identified with their respective aggregate holdings and the filing disclaims status as a "group." The report incorporates a previously filed joint filing agreement by reference.

Positive

  • Detailed, clear disclosure of share counts and percent ownership for each reporting person based on a stated share count
  • Clear allocation of sole vs shared voting and dispositive power, with most Battery entities reporting zero sole power
  • Express disclaimer that the Reporting Persons do not constitute a "group", reducing implications of coordinated control
  • Identification of insiders (e.g., Neeraj Agrawal) with specific aggregate holdings, improving transparency

Negative

  • Material insider holding: Neeraj Agrawal reports 7,662,772 shares (7.4%), a substantive stake that may be material to investors
  • Concentrated shared voting power among BV Managing Members (shared voting power figures in the millions) which could influence governance despite no sole control being claimed

Insights

TL;DR Multiple Battery entities and BV managing members disclose modest, coordinated holdings in Braze with one insider above 5%.

The Schedule 13G/A provides a detailed, non‑activist disclosure of beneficial ownership as of June 30, 2025. The filing aggregates shares issuable upon conversion of Class B to Class A and reports percentages using the issuer's stated outstanding Class A base (97,998,412). Key takeaways include Neeraj Agrawal's 7.4% beneficial ownership and several Battery vehicles holding between ~0.1% and ~2.8% each. Voting and dispositive authority is predominantly shared, and the Reporting Persons expressly disclaim group status, indicating this is a reporting exercise rather than an announcement of coordinated control or a takeover intent. The filing references an existing joint filing agreement, consistent with prior disclosures.

TL;DR Disclosure is thorough on voting/dispositive allocation; no single reporting person claims sole control over reported shares.

The statements precisely allocate sole versus shared voting and dispositive powers for each reporting person, with rows showing zero sole powers for most Battery entities and significant shared powers for BV Managing Members. This allocation is important for governance assessment because it indicates that, while collective ownership is material for monitoring, there is no asserted unilateral control in the filing. The express disclaimer of "group" status further reduces immediate governance alarm. The filing is procedural and aligns with SEC reporting norms for passive or investment holdings.






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





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SCHEDULE 13G



Battery Ventures XI-A, L.P.
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Ventures XI-B, L.P.
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Ventures XI-A Side Fund, L.P.
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Ventures XI-B Side Fund, L.P.
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Investment Partners XI, LLC
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Partners XI, LLC
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Partners XI Side Fund, LLC
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Ventures Select Fund I, L.P.
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Partners Select Fund I, L.P.
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Investment Partners Select Fund I, L.P.
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Battery Partners Select Fund I GP, LLC
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Neeraj Agrawal
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Michael M. Brown
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Morad Elhafed
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Jesse Feldman
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Russell L. Fleischer
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Roger H. Lee
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Chelsea R. Stoner
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Dharmesh Thakker
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Scott R. Tobin
Signature:/s/ Christopher Schiavo
Name/Title:Christopher Schiavo, Attorney-in-Fact
Date:08/14/2025
Exhibit Information

Exhibit 99.1 Joint Filing Agreement dated February 14, 2025 (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on February 14, 2025).

FAQ

What ownership stake did Battery Ventures report in Braze (BRZE)?

Battery-related entities report various holdings; the largest single Battery-related entity reported 2,788,425 shares (2.8%) beneficially owned as shown on its cover page.

Which individual reported more than 5% ownership of Braze (BRZE)?

Neeraj Agrawal reported aggregate beneficial ownership of 7,662,772 shares (7.4%) of Class A common stock (on an equivalent conversion basis).

Do any reporting persons claim sole voting or dispositive power over the shares?

For the Battery entities listed, the filing shows 0 sole voting power and 0 sole dispositive power in most cases, with voting and dispositive power reported as shared.

Does the filing state the number of Class A shares outstanding used to calculate percentages?

Yes; percentages are based on 97,998,412 shares of Class A common stock outstanding as of June 3, 2025, per the issuer's referenced registration statement.

Did the Reporting Persons claim they form a group under Schedule 13G?

No; the Reporting Persons expressly disclaim status as a 'group' for purposes of the Schedule 13G.
Braze, Inc.

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