Agrawal Neeraj 4
4 · Braze, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Braze (BRZE) Director Neeraj Agrawal Converts Class B to Class A Shares
What Happened
Neeraj Agrawal, a director of Braze, reported the automatic conversion of derivative/Class B holdings into Class A common stock under the company's amended and restated certificate of incorporation. The filing shows conversions of 221,708 and 1,141,717 shares (total 1,363,425 shares) recorded as acquisitions of Class A shares at $0.00 and simultaneous dispositions of the corresponding derivative securities at $0.00. This was a non‑cash structural conversion, not a market purchase or sale.
Key Details
- Transaction date: January 30, 2026; Form 4 filed February 3, 2026 (timely).
- Reported entries: 221,708 shares and 1,141,717 shares converted (total 1,363,425); reported price $0.00.
- The filing shows both acquisition of Class A shares and disposition of derivative securities (conversion).
- Post‑transaction shares owned: not specified in the provided summary of the filing.
- Notable footnotes:
- F1: The conversions were automatic under the amended and restated certificate of incorporation.
- F11/F13 and related notes: Many securities are held through Battery Venture funds (e.g., BV XI-A SF, BV XI-B SF); Agrawal is a managing member of related general partner entities and may be deemed to share voting/dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest. Several footnotes describe prior in‑kind distributions between related funds.
- Filing appears timely (filed within the Form 4 deadline).
Context
A conversion like this is a corporate recapitalization event (Class B → Class A) and is not a market buy or sale — it does not directly signal trading intent. The Form 4 reports the change in form of the holdings (derivative/ Class B canceled and Class A issued). Because many of the shares are held through investment vehicles rather than directly by the director, the footnotes clarify delegation of voting/dispositive power and limited beneficial ownership claims.
Insider Transaction Report
Form 4
Braze, Inc.BRZE
Agrawal Neeraj
Director
Transactions
- Conversion
Class A Common Stock
[F1][F2]2026-01-30+221,708→ 250,958 total(indirect: By Battery Investment Partners Select Fund I,L.P.) - Conversion
Class A Common Stock
[F1][F3]2026-01-30+1,141,717→ 2,537,467 total(indirect: By Battery Ventures Select Fund I,L.P.) - Conversion
Class B Common Stock
[F1][F2]2026-01-30−221,708→ 0 total(indirect: By Battery Investment Partners Select Fund I, L.P.)→ Class A Common Stock (221,708 underlying) - Conversion
Class B Common Stock
[F1][F3]2026-01-30−1,141,717→ 0 total(indirect: By Battery Ventures Select Fund I, L.P.)→ Class A Common Stock (1,141,717 underlying)
Holdings
- 33,116(indirect: By LLC)
Class A Common Stock
[F4][F5] - 714,569(indirect: By Battery Ventures XI-A, L.P.)
Class A Common Stock
[F6][F7] - 188,805(indirect: By Battery Ventures XI-B, L.P.)
Class A Common Stock
[F8][F9] - 742,400(indirect: By Battery Ventures XI-A Side Fund, L.P.)
Class A Common Stock
[F10][F11] - 160,974(indirect: By Battery Ventures XI-B Side Fund, L.P.)
Class A Common Stock
[F12][F13] - 194,769
Class A Common Stock
[F14] - 888,123(indirect: By Trust)
Class A Common Stock
[F14][F15][F16]
Footnotes (16)
- [F1]Effective January 30, 2026, per the amended and restated certificate of incorporation, all outstanding shares of the Issuer's Class B common stock automatically converted into shares of Issuer's Class A common stock without any actions of the holder (the "Conversion").
- [F10]The securities held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV XI-A SF to its general partner for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-A SF, for no additional consideration to its members.
- [F11]Securities are held by 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.
- [F12]The securities held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV XI-B SF to its general partner for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-B SF, for no additional consideration to its members.
- [F13]Securities are held by 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.
- [F14]The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (6), (8), (10) and (12). The receipt of such securities by the Reporting Person constituted a changes in form of ownership and, therefore, were not required to be reported pursuant to Section 16.
- [F15]The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (4). The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.
- [F16]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.
- [F2]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.
- [F3]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.
- [F4]The securities held by Battery Investment Partners XI, LLC ("BIP XI") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BIP XI to its members for no additional consideration.
- [F5]Securities are held by 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.
- [F6]The securities held by Battery Ventures XI-A, L.P. ("BV XI-A") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV XI-A to its general partner for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-A, for no additional consideration to its members.
- [F7]Securities are held by 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.
- [F8]The securities held by Battery Ventures XI-B, L.P. ("BV XI-B") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV XI-B to its general partner for no additional consideration, and the further pro rata distribution in kind by the general partner of BV XI-B, for no additional consideration to its members.
- [F9]Securities are held by 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.
Signature
/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal|2026-02-03