Sec Form 4 Filing - Wiseman Susan @ Braze, Inc. - 2026-01-30

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Wiseman Susan
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
(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
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
Stock Option (Right to Buy) $ 4.88 01/30/2026 J( 1 ) 26,425 ( 2 ) 02/03/2030 Class B Common Stock ( 1 ) 26,425 $ 0 0 D
Stock Option (Right to Buy) $ 4.88 01/30/2026 J( 1 ) 26,425 ( 2 ) 02/03/2030 Class A Common Stock 26,425 $ 0 26,425 D
Stock Option (Right to Buy) $ 35.01 01/30/2026 J( 1 ) 11,000 ( 2 ) 04/19/2031 Class B Common Stock ( 1 ) 11,000 $ 0 0 D
Stock Option (Right to Buy) $ 35.01 01/30/2026 J( 1 ) 11,000 ( 2 ) 04/19/2031 Class A Common Stock 11,000 $ 0 11,000 D
Stock Option (Right to Buy) $ 35.01 01/30/2026 J( 1 ) 37,000 ( 3 ) 04/19/2031 Class B Common Stock 37,000 $ 0 0 D
Stock Option (Right to Buy) $ 35.01 01/30/2026 J( 1 ) 37,000 ( 3 ) 04/19/2031 Class A Common Stock 37,000 $ 0 37,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wiseman Susan
C/O BRAZE, INC., 63 MADISON BUILDING
28 E. 28TH ST., FLOOR 12 MAILROOM
NEW YORK, NY10016
General Counsel
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 Class B common stock automatically converted into shares of issuers Class A common stock without any actions of the holder (the "Conversion"). At the time of the Conversion, 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.
( 2 )This award is fully vested.
( 3 )One fourth (1/4th) of the shares subject to the option award shall vest on August 1, 2023, and one thirty-sixth (1/36th) of the remaining shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service through such vesting 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.