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Braze, Inc. Director's Dealing 2025

Jun 3, 2025

31240_dirs_2025-06-02_5ac0f624-7dbf-4623-8f63-4064073b7dad.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braze, Inc. (BRZE)
CIK: 0001676238
Period of Report: 2025-05-29

Reporting Person: Agrawal Neeraj (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-05-29 Class A Common Stock C 27000 Acquired 30241 Indirect
2025-05-29 Class A Common Stock C 582572 Acquired 652535 Indirect
2025-05-29 Class A Common Stock C 153928 Acquired 172413 Indirect
2025-05-29 Class A Common Stock C 605256 Acquired 677940 Indirect
2025-05-29 Class A Common Stock C 131244 Acquired 147008 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-05-29 Class B Common Stock $ C 27000 Disposed Class A Common Stock (27000) Indirect
2025-05-29 Class B Common Stock $ C 582572 Disposed Class A Common Stock (582572) Indirect
2025-05-29 Class B Common Stock $ C 153928 Disposed Class A Common Stock (153928) Indirect
2025-05-29 Class B Common Stock $ C 605256 Disposed Class A Common Stock (605256) Indirect
2025-05-29 Class B Common Stock $ C 131244 Disposed Class A Common Stock (131244) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 29250 Indirect
Class A Common Stock 1395750 Indirect
Class A Common Stock 15269 Direct
Class A Common Stock 709037 Indirect
Class A Common Stock 1510 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (221708) 221708 Indirect
Class B Common Stock $ Class A Common Stock (1141717) 1141717 Indirect

Footnotes

F1: These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: Securities are held by the Neeraj Agrawal Irrevocable GST Trust of 2013, of which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F10: Securities are held by Neeraj Agrawal Revocable Trust of 2012, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F11: 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.