Form 4: Braze Director's Class B to Class A Stock Conversion

Braze Director Neeraj Agrawal reports the automatic conversion of Class B common stock to Class A common stock by various Battery Ventures entities.

Summary

• Neeraj Agrawal, a Director of Braze, Inc., reported changes in beneficial ownership due to the automatic conversion of Class B common stock to Class A common stock.
• Effective January 30, 2026, all outstanding shares of Braze's Class B common stock automatically converted into shares of Class A common stock, as per the amended and restated certificate of incorporation.
• Battery Investment Partners Select Fund I, L.P. converted 221,708 shares of Class B to Class A, resulting in 250,958 Class A shares beneficially owned indirectly.
• Battery Ventures Select Fund I, L.P. converted 1,141,717 shares of Class B to Class A, resulting in 2,537,467 Class A shares beneficially owned indirectly.
• Following these transactions, Neeraj Agrawal's total beneficial ownership includes 194,769 shares held directly and 5,516,392 shares held indirectly through various Battery Ventures funds and a trust, totaling 5,711,161 Class A Common Stock.
• The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, primarily a mandatory reporting of a structural change in share classes rather than a direct indicator of company performance or strategic shift.

Positives

• The automatic conversion simplifies the company's capital structure by consolidating share classes into Class A common stock, which can improve transparency and liquidity.

Future Outlook

This filing does not contain any forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that the conversion of multi-class share structures to a single class is a trend observed in some companies, often aimed at simplifying corporate governance and enhancing market liquidity. This move by Braze aligns with such a trend, potentially making the stock more attractive to a broader range of institutional investors who prefer single-class structures.

Comparison to Industry Standards

• Many technology companies, particularly those that have recently gone public, initially adopt multi-class share structures to allow founders and early investors to retain control. The conversion to a single class, as seen with Braze, is a common evolution, aligning with practices of more mature public companies like Microsoft or Apple, which operate with single-class common stock. This move can be viewed positively as it standardizes voting rights and simplifies equity analysis, a practice often favored by large index funds and passive investors.

Corporate Governance

Related Party Transactions

• The reported transactions involve shares held indirectly by various Battery Ventures funds (Battery Investment Partners Select Fund I, L.P., Battery Ventures Select Fund I, L.P., 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., Battery Ventures XI-B Side Fund, L.P.), where Neeraj Agrawal is a managing member of the general partners or managing members and may be deemed to share voting and dispositive power.

Stakeholder Impact

• Shareholders: The conversion to a single class of common stock simplifies the equity structure, potentially improving transparency and liquidity for all shareholders.
• Investors: A single class of stock can make the company more attractive to institutional investors and index funds that prefer simpler capital structures and equal voting rights.

Key Dates

Keywords

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