Braze, Inc. — Director's Dealing 2023

May 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2023-05-15

Reporting Person: Magnuson William (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-15	Class A Common Stock	S	11301	$29.65	Disposed	487782	Direct
2023-05-15	Class A Common Stock	C	2279	—	Acquired	490061	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-15	Class B Common Stock	$	C	2279	Disposed		Class A Common Stock (2279.0)	Direct

Footnotes

F1: This transaction was effected in accordance with a non-discretionary sell-to-cover program implemented by the Issuer to satisfy tax withholding or other payment obligations arising in connection with the vesting of the Reporting Person's restricted stock units ("RSUs").

F2: Of the reported shares, 307,577 shares are represented by RSUs.

F3: Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the Reporting Person or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the Reporting Person continues to hold sole voting and dispositive power with respect to each such share, (2) the death of a Class B common stockholder who is a natural person, (3) the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's initial public offering, (4) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B common stock and (5) the last trading day of the fiscal quarter during which the then outstanding shares of Class B Common Stock first represent less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock.