SCHEDULE: William Magnuson Discloses 5.1% Stake in Braze

William Magnuson, a significant insider, has reported beneficial ownership of 5.1% of Braze, Inc.'s Class A Common Stock, representing 22.7% of total voting power.

Summary

• William Magnuson beneficially owns 5,377,416 shares of Braze, Inc. common stock as of September 30, 2025.
• This ownership represents 5.1% of the outstanding Class A Common Stock (assuming conversion of Class B shares) and 4.8% of the total outstanding Common Stock.
• Magnuson's holdings grant him 22.7% of the total voting power due to the dual-class share structure.
• His beneficial ownership includes 349,868 shares of Class A Common Stock and 5,027,548 shares of Class B Common Stock.
• The Class A shares consist of 304,672 directly held, 470 indirectly held, and 44,726 issuable from restricted stock units within 60 days.
• The Class B shares consist of 3,822,765 shares and 1,204,783 shares issuable from stock options exercisable within 60 days.
• Each Class B share is convertible into one Class A share and carries ten votes per share, compared to one vote per Class A share.

Sentiment

Score: 7

Explanation: The disclosure of a substantial beneficial ownership stake by William Magnuson, including significant voting power, generally signals confidence in the company's future prospects from a key insider. This can be viewed positively by investors.

Positives

• Significant insider ownership by William Magnuson, indicating strong alignment with shareholder interests.
• Magnuson's substantial voting power (22.7%) suggests a committed long-term stake in the company's direction.

Negatives

• The dual-class share structure, while benefiting Magnuson's control, can dilute the voting power of Class A shareholders.

Risks

• Concentrated voting power in the hands of a single individual (William Magnuson) through the dual-class share structure could limit the influence of other shareholders on corporate decisions.
• The conversion triggers for Class B shares (e.g., transfer, death, 5th anniversary of IPO, Class B falling below 10% of total) introduce future uncertainty regarding the voting structure.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or operations.

Industry Context

This filing is a standard disclosure of beneficial ownership by a significant individual and does not directly relate to broader industry trends or competitive landscape analysis. However, significant insider ownership can be viewed positively by the market as it aligns management interests with shareholder value.

Corporate Governance

Stakeholder Impact

• Shareholders: The significant beneficial ownership and concentrated voting power of William Magnuson could influence corporate strategy and decision-making, potentially aligning with long-term value creation but also limiting the influence of other Class A shareholders.

Key Dates

Recommendation

While significant insider ownership by William Magnuson, coupled with substantial voting power, indicates strong confidence and alignment with the company's long-term vision, a Schedule 13G filing primarily reports ownership and does not provide operational or financial performance data. Therefore, without additional financial context, a 'hold' recommendation is prudent, acknowledging the positive signal of insider commitment while awaiting further performance disclosures to assess the company's fundamental value.

Keywords

Braze Inc., William Magnuson, Schedule 13G, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Voting Power, Insider Ownership, SEC Filing, BRZE