Braze Inc.

06/09/2026 | Press release | Distributed by Public on 06/09/2026 15:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Agrawal Neeraj
2. Issuer Name and Ticker or Trading Symbol
Braze, Inc. [BRZE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BATTERY VENTURES, ONE MARINA PARK DRIVE, SUITE 1100
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026
(Street)
BOSTON, MA 02210
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/05/2026 G(1) 500,000 D $ 0 388,123 I By Trust(2)
Class A Common Stock 33,116 I By Battery Investment Partners XI, LLC(3)
Class A Common Stock 714,569 I By Battery Ventures XI-A, L.P.(4)
Class A Common Stock 188,805 I By Battery Ventures XI-B, L.P.(5)
Class A Common Stock 742,400 I By Battery Ventures XI-A Side Fund, L.P.(6)
Class A Common Stock 160,974 I By Battery Ventures XI-B Side Fund, L.P.(7)
Class A Common Stock 250,958 I By Battery Investment Partners Select Fund I, L.P.(8)
Class A Common Stock 2,537,467 I By Battery Ventures Select Fund I, L.P.(9)
Class A Common Stock 194,769 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Agrawal Neeraj
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210
X

Signatures

/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal 06/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents gifts of shares for estate planning purposes, and not the sale of securities.
(2) Securities are held by an irrevocable GST trust, of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
(3) Securities are held by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("BP XI"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
(4) Securities are held by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
(5) Securities are held by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
(6) Securities are held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
(7) Securities are held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
(8) Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
(9) Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over theses securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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