Sec Form 4 Filing - Hyman Jonathan @ Braze, Inc. - 2026-01-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hyman Jonathan
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 Technology Officer
(Last) (First) (Middle)
C/O BRAZE, INC., 63 MADISON BUILDING, 28 E. 28TH ST., FLOOR 12 MAILROOM
3. Date of Earliest Transaction (MM/DD/YY)
01/30/2026
(Street)
NEW YORK, NY10016
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/30/2026 C( 1 ) 1,505,007 A $ 0 1,700,324 ( 2 ) D
Class A Common Stock 01/30/2026 C( 1 ) 71,436 A $ 0 71,436 I See footnote ( 3 )
Class A Common Stock 01/30/2026 C( 1 ) 28,564 A $ 0 28,564 I See footnote ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock ( 1 ) 01/30/2026 C( 1 ) 1,505,007 ( 1 ) ( 1 ) Class A Common Stock 1,505,007 ( 4 ) $ 0 0 D
Class B Common Stock ( 1 ) 01/30/2026 C( 1 ) 28,564 ( 1 ) ( 1 ) Class A Common Stock 28,564 $ 0 0 I See footnote ( 3 )
Class B Common Stock ( 1 ) 01/30/2026 C( 1 ) 71,436 ( 1 ) ( 1 ) Class A Common Stock 71,436 ( 4 ) $ 0 0 I See footnote ( 3 )
Stock Option (Right to Buy) $ 35.01 01/30/2026 J( 5 ) 150,000 ( 6 ) 04/19/2031 Class B Common Stock ( 1 ) 150,000 $ 0 0 D
Stock Option (Right to Buy) $ 35.01 01/30/2026 J( 5 ) 150,000 ( 6 ) 04/19/2031 Class A Common Stock 150,000 $ 0 150,000 D
Stock Option (Right to Buy) $ 35.01 01/30/2026 J( 5 ) 175,213 ( 6 ) 04/19/2031 Class B Common Stock ( 1 ) 175,213 $ 0 0 D
Stock Option (Right to Buy) $ 35.01 01/30/2026 J( 5 ) 175,213 ( 6 ) 04/19/2031 Class A Common Stock 175,213 $ 0 175,213 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hyman Jonathan
C/O BRAZE, INC., 63 MADISON BUILDING
28 E. 28TH ST., FLOOR 12 MAILROOM
NEW YORK, NY10016
Chief Technology Officer
Signatures
/s/ Nathan Jeffries, Attorney-in-Fact 02/02/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective January 30, 2026, per the amended and restated certificate of incorporation, all outstanding shares of the Issuer's Class B common stock automatically converted into shares of Issuer's Class A common stock without any actions of the holder (the "Conversion").
( 2 )Of the reported shares, 128,965 shares are represented by restricted stock units.
( 3 )The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares.
( 4 )The change in the total shares reflects a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.
( 5 )At the time of the Conversion described in footnote (1), 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. Otherwise, the terms of each such option remained unchanged.
( 6 )This award is fully vested.

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