Magnuson William 4

4 · Braze, Inc. · Filed Feb 2, 2026

AI-generated summary of this filing

Updated Feb 2, 2026

Braze (BRZE) CEO William Magnuson Converts Class B Shares to Class A

What Happened

William Magnuson, CEO of Braze, reported a corporate conversion on January 30, 2026 that resulted in conversions and related reclassifications of his securities. The filing shows a conversion of 3,822,765 shares (derivative conversion), along with several related other acquisition/disposition entries affecting 51,658; 750,000; and 450,000 share lots. All transactions were reported at $0.00 per share, so no cash was paid or received in these entries.

Key Details

Transaction date: January 30, 2026. Form 4 filed February 2, 2026 (timely filed).
Reported prices/values: $0.00 per share; total cash value reported = $0.
Notable footnotes:
- F1: Effective Jan 30, 2026, all outstanding Class B common stock automatically converted into Class A common stock per an amended and restated certificate of incorporation.
- F4: Outstanding options on Class B stock were automatically converted into options on the same number of Class A shares; option terms otherwise unchanged.
- F2: Of the reported shares, 372,046 are represented by restricted stock units (RSUs).
- F3: Some securities are held by an LLC where the reporting person is a member and shares voting/investment control.
- F5: One award noted is fully vested.
Shares owned after transaction: The Form 4 does not state a single consolidated post-conversion ownership total in the summary lines provided here; see filing for detailed beneficial ownership amounts.

Context

These entries reflect a corporate-driven conversion of share classes (and corresponding conversion of option/derivative instruments) rather than an open-market buy or sale. No cash changed hands, and this is not a routine insider purchase or sale that signals a personal investment decision.
For retail investors: conversions like this reflect a change in share class/status and do not by themselves indicate insider buying or selling intent. Check the full Form 4 for exact post-conversion holdings if you want to track insider ownership percentages.

Form 4

Period: 2026-01-30

DirectorChief Executive Officer

Transactions

Conversion
Class A Common Stock
[F1][F2]
2026-01-30+3,822,765→ 4,517,511 total
Conversion
Class B Common Stock
[F1]
2026-01-30−3,822,765→ 0 total
→ Class A Common Stock (3,822,765 underlying)
Other
Stock Option (Right to Buy)
[F4][F5][F1]
2026-01-30−51,658→ 0 total
Exercise: $3.46Exp: 2029-03-11→ Class B Common Stock (51,658 underlying)
Other
Stock Option (Right to Buy)
[F4][F5]
2026-01-30+51,658→ 51,658 total
Exercise: $3.46Exp: 2029-03-11→ Class A Common Stock (51,658 underlying)
Other
Stock Option (Right to Buy)
[F4][F5][F1]
2026-01-30−750,000→ 0 total
Exercise: $35.01Exp: 2031-04-19→ Class B Common Stock (750,000 underlying)
Other
Stock Option (Right to Buy)
[F4][F5]
2026-01-30+750,000→ 750,000 total
Exercise: $35.01Exp: 2031-04-19→ Class A Common Stock (750,000 underlying)
Other
Stock Option (Right to Buy)
[F4][F5][F1]
2026-01-30−450,000→ 0 total
Exercise: $35.01Exp: 2031-04-19→ Class B Common Stock (450,000 underlying)
Other
Stock Option (Right to Buy)
[F4][F5]
2026-01-30+450,000→ 450,000 total
Exercise: $35.01Exp: 2031-04-19→ Class A Common Stock (450,000 underlying)

Holdings

Footnotes (5)

[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").
[F2]Of the reported shares, 372,046 shares are represented by restricted stock units.
[F3]The securities are held by a limited liability company in which the reporting person is a member. The reporting person shares voting and investment control of the shares and may be deemed to beneficially own the shares.
[F4]At the time of the Conversion described in footnote (1), each outstanding option to purchase shares of the Issuer's Class B common stock issued pursuant to the Issuer's Amended and Restated 2011 Equity Incentive Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A common stock. Otherwise, the terms of each such option remained unchanged.
[F5]This award is fully vested.

Signature

/s/ Nathan Jeffries, Attorney-in-Fact|2026-02-02

1 file