Form 4: Braze Director Neeraj Agrawal Converts Over 1.5 Million Class B Shares to Class A Common Stock
Insider Transaction Report
Braze, Inc. Director and 10% owner Neeraj Agrawal reported the conversion of over 1.5 million shares of Class B common stock into Class A common stock, held indirectly through various Battery Ventures entities and trusts.
Summary
- Neeraj Agrawal, a Director and 10% owner of Braze, Inc. (BRZE), filed a Form 4 reporting changes in his beneficial ownership.
- On May 29, 2025, a total of 1,599,999 shares of Class B common stock were converted on a one-for-one basis into Class A common stock.
- These conversions occurred across several Battery Ventures entities: Battery Investment Partners XI, LLC (27,000 shares), Battery Ventures XI-A, L.P. (582,572 shares), Battery Ventures XI-B, L.P. (153,928 shares), Battery Ventures XI-A Side Fund, L.P. (605,256 shares), and Battery Ventures XI-B Side Fund, L.P. (131,244 shares).
- Following these transactions, the total beneficial ownership of Class A common stock by entities associated with Mr. Agrawal increased by the converted amounts, while Class B common stock holdings decreased by the same amounts.
- The total Class A common stock beneficially owned following the reported transactions includes 30,241 shares by Battery Investment Partners XI, LLC, 652,535 by Battery Ventures XI-A, L.P., 172,413 by Battery Ventures XI-B, L.P., 677,940 by Battery Ventures XI-A Side Fund, L.P., 147,008 by Battery Ventures XI-B Side Fund, L.P., 29,250 by Battery Investment Partners Select Fund I, L.P., 1,395,750 by Battery Ventures Select Fund I, L.P., 15,269 directly, 709,037 by Neeraj Agrawal Irrevocable GST Trust of 2013, and 1,510 by Neeraj Agrawal Revocable Trust of 2012.
- The total Class B common stock beneficially owned following the reported transactions includes 73,137 shares by Battery Investment Partners XI, LLC, 1,577,922 by Battery Ventures XI-A, L.P., 416,920 by Battery Ventures XI-B, L.P., 1,639,369 by Battery Ventures XI-A Side Fund, L.P., 355,473 by Battery Ventures XI-B Side Fund, L.P., 221,708 by Battery Investment Partners Select Fund I, L.P., and 1,141,717 by Battery Ventures Select Fund I, L.P.
Sentiment
Score: 5
Explanation: The document reports a conversion of shares, which is a structural change in holdings rather than a market transaction (buy/sell). It does not inherently indicate positive or negative sentiment regarding the company's performance or outlook.
Risks
- The conversion of Class B common stock to Class A common stock may alter the voting power structure if Class B shares carried super-voting rights, potentially diluting the concentration of voting control held by Class B shareholders over time.
- The automatic conversion conditions for Class B shares, such as the fifth anniversary of the Issuer's IPO or when Class B shares represent less than 10% of total outstanding shares, introduce a future structural change that could impact governance and control.
Future Outlook
NA
Management Comments
- Neeraj Agrawal disclaims beneficial ownership of the reported securities held by various Battery Ventures entities except to the extent of his pecuniary interest therein, stating that the inclusion of these securities in the report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose.
Industry Context
This filing is a routine insider transaction report (Form 4) detailing a stock conversion, which is specific to the company's capital structure and the insider's holdings, rather than reflecting broader industry trends or competitive dynamics.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Share Class Conversion | Class B common stock was converted into Class A common stock on a one-for-one basis. This conversion can occur at the option of the reporting person or automatically under specific conditions, including transfer of shares (with exceptions), death of a Class B stockholder, the last trading day of the fiscal quarter immediately following the fifth anniversary of the Issuer's IPO, a majority vote of Class B holders, or when Class B shares fall below 10% of total outstanding shares. | 05/29/2025 | This conversion mechanism is a standard feature of dual-class share structures, often designed to transition control or voting power over time. If Class B shares carry super-voting rights, their conversion to Class A shares would dilute concentrated voting power, potentially impacting long-term corporate governance and shareholder influence. |
Related Party Transactions
- Neeraj Agrawal, a director and 10% owner, holds a significant portion of his beneficial ownership indirectly through various Battery Ventures funds (e.g., Battery Investment Partners XI, LLC, Battery Ventures XI-A, L.P., Battery Ventures XI-B, L.P., and their respective side funds and select funds). He is a managing member of the general partners of these funds and disclaims beneficial ownership except for his pecuniary interest. This represents a related party relationship where an insider has indirect control or influence over significant shareholdings.
Stakeholder Impact
- Shareholders: The conversion of Class B to Class A shares may affect the overall voting power distribution, particularly if Class B shares had superior voting rights. This could lead to a more dispersed voting structure over time.
- Management: The conversion conditions for Class B shares, tied to events like the IPO anniversary or a reduction in Class B outstanding shares, provide a clear framework for the evolution of the company's capital structure and control.
Key Dates
| Date | Description |
|---|---|
| 05/29/2025 | Date of earliest transaction (conversion of Class B to Class A common stock). |
| 06/02/2025 | Date the Form 4 was filed. |
Keywords
Braze, BRZE, Neeraj Agrawal, SEC Form 4, Insider Trading, Stock Conversion, Class A Common Stock, Class B Common Stock, Beneficial Ownership, Battery Ventures, Corporate Governance
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.