Braze, Inc. — Director's Dealing 2024

Aug 28, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2024-08-26

Reporting Person: Kleeger Myles (Pres & CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-08-26	Class A Common Stock	C	50000	—	Acquired	249963	Direct
2024-08-26	Class A Common Stock	S	46311	$45.62	Disposed	203652	Direct
2024-08-26	Class A Common Stock	S	3689	$46.04	Disposed	199963	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-08-26	Stock Option (Right to Buy)	$1.64	M	50000	Disposed	2028-02-14	Class B Common Stock (50000)	Direct
2024-08-26	Class B Common Stock	$	M	50000	Acquired		Class A Common Stock (50000)	Direct
2024-08-26	Class B Common Stock	$	C	50000	Disposed		Class A Common Stock (50000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (111111)	111111	Indirect
Class B Common Stock	$		Class A Common Stock (111111)	111111	Indirect
Class B Common Stock	$		Class A Common Stock (19784)	19784	Indirect
Class B Common Stock	$		Class A Common Stock (73441)	73441	Indirect

Footnotes

F1: 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.

F2: Of the reported shares, 195,594 shares are represented by restricted stock units.

F3: Shares were sold pursuant to a Rule 10b5-1 trading plan adopted on December 29, 2023.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.99 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.07 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: This award is fully vested.

F7: 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. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.

F8: The securities are held by a family GRAT. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.