Agrawal Neeraj 4

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.