Form 4: Braze Director Converts Over 3M Class B Shares to Class A

Braze Director Neeraj Agrawal reported the conversion of over 3 million Class B common shares into Class A common shares through various Battery Ventures entities.

Summary

• Neeraj Agrawal, a Director of Braze, Inc., reported changes in his beneficial ownership of Braze securities via a Form 4 filing.
• The filing details the conversion of 3,062,821 shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.
• These conversions occurred on December 8, 2025, through several Battery Ventures entities, including Battery Investment Partners XI, LLC, Battery Ventures XI-A, L.P., Battery Ventures XI-B, L.P., Battery Ventures XI-A Side Fund, L.P., and Battery Ventures XI-B Side Fund, L.P.
• Following these transactions, Agrawal's indirect beneficial ownership of Class A Common Stock increased significantly, while the Class B shares held by these specific entities were converted to zero.
• Agrawal also holds direct ownership of 132,790 Class A Common Stock and indirect ownership through other Battery Ventures funds and an irrevocable GST trust.
• Class B Common Stock is convertible into Class A Common Stock at any time at the option of the holder or automatically upon certain events, such as transfer, death, the fifth anniversary of the Issuer's IPO, a majority vote of Class B holders, or when Class B shares represent less than 10% of total outstanding shares.

Sentiment

Score: 6

Explanation: The conversion of Class B to Class A shares is a routine event for companies with dual-class structures. It increases the public float of Class A shares, which can be seen as a minor positive for market liquidity. It is not a sale, so it doesn't indicate a lack of confidence.

Positives

• The conversion of Class B to Class A shares increases the public float of Class A shares, potentially enhancing liquidity for investors.
• The transaction reflects a standard process for dual-class share structures, indicating a planned transition rather than an unexpected event.

Risks

• The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest, which is a standard legal clarification for fund managers.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

• The transactions involve entities managed by Battery Ventures, where Neeraj Agrawal is a managing member, indicating related party dealings in the context of beneficial ownership.
• Agrawal disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, which is a standard disclosure for fund managers.

Stakeholder Impact

• Shareholders: The conversion increases the number of Class A common shares outstanding and available for trading, potentially improving liquidity for Class A shareholders.
• Company: The conversion process is part of the company's capital structure management, moving towards a single class of shares over time as Class B shares convert.

Next Steps

• The Class B Common Stock held by other Battery Ventures entities (Battery Investment Partners Select Fund I, L.P. and Battery Ventures Select Fund I, L.P.) remains convertible into Class A Common Stock under specified conditions.

Key Dates

Recommendation

This Form 4 reports a routine conversion of Class B shares to Class A shares by a director affiliated with a major investor. It is not a sale, nor does it indicate any fundamental change in the company's operations or financial health. While it increases the public float of Class A shares, which is a minor positive for liquidity, it does not provide new information that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions while awaiting more substantive operational or financial updates.

Keywords

Braze Inc., BRZE, SEC Form 4, Insider Transaction, Beneficial Ownership, Stock Conversion, Class A Common Stock, Class B Common Stock, Neeraj Agrawal, Battery Ventures