Braze, Inc.·4

Feb 2, 8:05 AM ET

Hyman Jonathan 4

4 · Braze, Inc. · Filed Feb 2, 2026

Research Summary

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Braze (BRZE) CTO Jonathan Hyman Converts Derivative Securities

What Happened
Jonathan Hyman, Chief Technology Officer of Braze, reported a series of zero‑price derivative conversions and related transfers effective January 30, 2026. The filing shows conversions of derivative securities corresponding to 1,605,007 shares (1,505,007 + 71,436 + 28,564) into Class A common stock and related administrative acquisitions/dispositions (including paired transfers of 150,000 and 175,213 shares). These transactions were automatic and involved no cash consideration.

Key Details

  • Transaction date: January 30, 2026; Form 4 filed February 2, 2026 (timely within the required 2 business days).
  • Primary reported conversions: 1,505,007; 71,436; and 28,564 shares converted (total 1,605,007) at $0.00 per share.
  • Additional paired “other acquisition or disposition (J)” entries of 150,000 and 175,213 shares reflect changes in form of ownership (acquired and disposed in matching amounts).
  • 128,965 of the reported shares are represented by restricted stock units (RSUs).
  • The transactions reflect an automatic corporate conversion: under the amended charter, all Class B shares converted into Class A shares without action by the holder (footnote).
  • Securities are held by a family trust; the reporting person shares voting and investment control.
  • One award referenced is fully vested. Some ownership changes were treated as exempt (change from indirect to direct ownership) under Rule 16a‑13.

Context

  • These filings are derivative conversions and ownership‑form changes rather than open‑market buys or sales—no cash was paid or received.
  • Footnotes indicate the Class B→Class A conversion was automatic and that outstanding options were converted to options on Class A shares with unchanged terms.
  • For retail investors: conversions and administrative transfers often reflect corporate reorganization or paperwork (not necessarily a buy/sell signal). This filing documents form-of-ownership and share‑class changes rather than a trade for profit or liquidity.

Insider Transaction Report

Form 4
Period: 2026-01-30
Hyman Jonathan
Chief Technology Officer
Transactions
  • Conversion

    Class A Common Stock

    [F1][F2]
    2026-01-30+1,505,0071,700,324 total
  • Conversion

    Class A Common Stock

    [F1][F3]
    2026-01-30+71,43671,436 total(indirect: See footnote)
  • Conversion

    Class A Common Stock

    [F1][F3]
    2026-01-30+28,56428,564 total(indirect: See footnote)
  • Conversion

    Class B Common Stock

    [F1][F4]
    2026-01-301,505,0070 total
    Class A Common Stock (1,505,007 underlying)
  • Conversion

    Class B Common Stock

    [F1][F3]
    2026-01-3028,5640 total(indirect: See footnote)
    Class A Common Stock (28,564 underlying)
  • Conversion

    Class B Common Stock

    [F1][F4][F3]
    2026-01-3071,4360 total(indirect: See footnote)
    Class A Common Stock (71,436 underlying)
  • Other

    Stock Option (Right to Buy)

    [F5][F6][F1]
    2026-01-30150,0000 total
    Exercise: $35.01Exp: 2031-04-19Class B Common Stock (150,000 underlying)
  • Other

    Stock Option (Right to Buy)

    [F5][F6]
    2026-01-30+150,000150,000 total
    Exercise: $35.01Exp: 2031-04-19Class A Common Stock (150,000 underlying)
  • Other

    Stock Option (Right to Buy)

    [F5][F6][F1]
    2026-01-30175,2130 total
    Exercise: $35.01Exp: 2031-04-19Class B Common Stock (175,213 underlying)
  • Other

    Stock Option (Right to Buy)

    [F5][F6]
    2026-01-30+175,213175,213 total
    Exercise: $35.01Exp: 2031-04-19Class A Common Stock (175,213 underlying)
Footnotes (6)
  • [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, 128,965 shares are represented by restricted stock units.
  • [F3]The securities are held by a family trust. The Reporting Person shares voting and investment control of the shares and may be deemed to beneficially own the shares.
  • [F4]The change in the total shares reflects a change in form of ownership from indirect to direct, which was exempt from reporting pursuant to Rule 16a-13.
  • [F5]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.
  • [F6]This award is fully vested.
Signature
/s/ Nathan Jeffries, Attorney-in-Fact|2026-02-02

Documents

1 file
  • 4
    wk-form4_1770037549.xmlPrimary

    FORM 4