Braze, Inc.: agrees to be acquired by Salesforce for $47.50 per share

What happened

• Braze, Inc. reported that on Oct 19, 2026 it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Salesforce, Inc. and Banff Acquisition Sub Inc., under which Merger Sub will merge with and into Braze, with Braze continuing as the surviving corporation and a wholly owned subsidiary of Salesforce. The Merger Agreement was unanimously approved by the company board.
• The filing states that, at the effective time of the merger, each share of Braze Class A common stock outstanding (other than certain excluded categories) will be converted into the right to receive $47.50 per share in cash.

Key details

• Per-share consideration: $47.50 per share in cash at the effective time; Class A common stock will be cancelled and retired at the Effective Time.
• Treatment of equity awards: in-the-money stock options will be cancelled for cash equal to the Per Share Merger Consideration (after exercise-price withholding); out-of-the-money options will be cancelled without payment; certain RSUs and PSUs will be cashed out or assumed/converted into restricted units of Salesforce on specified terms; the company employee stock purchase plan will be terminated immediately prior to the Effective Time.
• Closing conditions and approvals include approval by holders of at least a majority of outstanding Class A common stock, accuracy of representations and warranties, satisfaction of covenants, absence of restraining orders or burdensome conditions, expiration of the Hart-Scott-Rodino waiting period and other antitrust and foreign investment approvals, and absence of a company material adverse effect as of immediately prior to closing.
• Termination provisions include mutual and unilateral termination rights; specified termination-fee obligations include $300,000,000 payable by Parent in certain circumstances and $191,390,000 payable by the Company in certain circumstances. Concurrently, certain Braze stockholders entered into a voting and support agreement to vote their Class A shares in favor of the merger and against competing proposals. A press release dated Oct 20, 2026 was attached as Exhibit 99.2.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) was reported and covers the Merger Agreement terms described above, including the $47.50 per share cash consideration, treatment of equity awards, closing conditions and termination provisions. Item 8.01 (other events) was reported and includes a joint press release and forward-looking statements.
• A filing does not show why the insider traded or why the company acted.