Braze, Inc. 8-K

What Happened Braze, Inc. announced an automatic conversion of all outstanding Class B common stock into Class A common stock effective January 30, 2026, after Class B shares fell below 10% of the combined Class A and B total. Each Class B share converted 1-for-1 into one share of Class A, and converted Class B shares were retired under Delaware law. The company filed a Certificate of Retirement under Section 243 of the DGCL to reduce authorized shares accordingly. The Form 8-K was filed Feb 2, 2026.

Key Details

• Conversion date: January 30, 2026 (triggered by October 21, 2025 determination that Class B < 10%).
• Post-conversion outstanding Class A shares: ~112,689,870.
• Voting change: former Class B shares (previously 10 votes per share) now equal Class A shares (1 vote per share); separate class-voting provisions no longer apply.
• Economic and equity-plan impact: no material change to economic rights (dividends, liquidation, change-of-control treatment); outstanding options/RSUs now denominated in Class A.
• Trading/ticker: Class A continues trading on Nasdaq under “BRZE” with the same CUSIP.

Why It Matters For investors, the conversion ends Braze’s supervoting Class B structure, eliminating the 10-for-1 voting differential and consolidating voting power into uniformly single‑vote Class A shares. The change does not affect economic rights or the number of outstanding shares, but it can materially alter shareholder voting dynamics and governance influence previously held by Class B holders. The company’s publicly traded ticker and CUSIP remain unchanged, so trading and settlement processes are unaffected.