SCHEDULE: Braze Insider William Magnuson Discloses 4.77% Stake

William Magnuson, a significant holder in Braze, Inc., reported beneficial ownership of 4.77% of Class A Common Stock following the automatic conversion of Class B shares.

Summary

• William Magnuson beneficially owns 5,442,321 shares of Braze, Inc. Class A Common Stock.
• This represents 4.77% of the outstanding Class A Common Stock, based on 112,679,841 shares outstanding as of January 30, 2026.
• The ownership includes 4,145,465 directly held shares, 470 indirectly held shares, 44,728 shares from restricted stock units vesting within 60 days of January 30, 2026, and 1,251,658 shares from vested and exercisable options.
• On January 30, 2026, all outstanding Class B Common Stock and Class B options automatically converted into Class A Common Stock and Class A options, respectively, as Class B shares fell below 10% of the total outstanding shares as of October 21, 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it confirms a substantial insider stake and a simplification of the capital structure, both of which can be seen as favorable signals for long-term investors.

Positives

• A significant insider, William Magnuson, maintains a substantial beneficial ownership stake of 4.77% in Braze, Inc., signaling continued confidence in the company.
• The automatic conversion of Class B to Class A common stock simplifies the capital structure, potentially improving liquidity and transparency for Class A shareholders.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that the disclosure of a significant insider stake, even if slightly below the 5% threshold for new 13D filings, provides transparency into key personnel's holdings. The simplification of Braze's capital structure through the Class B to Class A conversion aligns with a broader industry trend towards single-class share structures, which can be viewed favorably by institutional investors seeking straightforward governance.

Corporate Governance

Stakeholder Impact

• Shareholders: The conversion of Class B to Class A stock simplifies the capital structure, potentially benefiting Class A shareholders through increased liquidity and a more unified voting class. William Magnuson's continued significant ownership may instill confidence.
• Employees: The conversion of Class B options to Class A options ensures that equity incentives remain aligned with the new capital structure.

Key Dates

Recommendation

The filing primarily reports an update to a significant insider's beneficial ownership and a pre-scheduled capital structure simplification. While the insider's continued substantial stake is a positive signal, and the capital structure simplification is generally favorable, this filing alone does not present new fundamental information that would warrant a 'buy' or 'sell' recommendation. It reinforces a 'hold' position for investors already confident in Braze's long-term prospects, as it indicates stability in key insider holdings and a streamlined equity structure.

Keywords

Braze Inc, BRZE, William Magnuson, Schedule 13G, Beneficial Ownership, Class A Common Stock, Insider Ownership, SEC Filing, Capital Structure, Stock Conversion