What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-04-01 · 170 added, 207 removed, 987 unchanged (28% of the section changed)

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Consolidated Statements of Comprehensive Loss for the years ended January 31, 2025, 2024, and 202 3

Consolidated Statements of Convertible Preferred Stock, Redeemable Non-Controlling Interest and Stockholders’ Equity (Deficit) for the years ended January 31, 2024, 2023, and 2022

Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity for the years ended January 31, 2025, 2024, and 202 3

Consolidated Statements of Cash Flows for the years ended January 31, 2025, 2024, and 2023

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Braze, Inc.

To the Stockholders and the Board of Directors of Braze, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Braze, Inc.

(the Company) as of January 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, convertible preferred stock, redeemable non-controlling interest and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended January 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, redeemable non-controlling interest and stockholders’ equity, and cash flows for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 1, 2024 expressed an unqualified opinion thereon.

Adoption of ASU No.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases effective February 1, 2022 due to the adoption of Accounting Standards Update (ASU) No.

2016-02, Leases and associated amendments (Topic 842) using the modified retrospective method.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 31, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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Revenue Recognition

Description of the Matter As of January 31, 2024, the Company recorded revenue and unearned revenue of $471.8 million and $204.3 million, respectively.

Description of the Matter During the year ended January 31, 2025, the Company recognized revenue of $593.4 million and recorded deferred revenue of $240.3 million as of January 31, 2025.

As discussed in Note 2 to the consolidated financial statements, the Company derives revenue primarily from subscriptions to their platform, including associated support, and professional services.

The Company’s revenue contracts include contractual terms and conditions that can impact the amount allocated to each of its performance obligations and the timing of revenue recognition.

Auditing the timing of recognition and the measurement of the Company's revenue was especially challenging and complex due to the high volume of transactions that are dependent on the design and operation of multiple applications and data sources for processing transactions as well as the complexity of the information technology (IT) environment and the involvement of professionals with expertise in IT to identify, test, and evaluate the revenue data flows, systems, and automated controls.

How We Addressed the Matter in Our Audit We tested controls that address the risks of material misstatement relating to the timing of recognition and the measurement of revenue and unearned revenue.

For example, we tested controls over the initiation of new and recurring revenue contracts, management’s review of customer provisioning, management’s review of data reconciling revenue recognition to delivery, the reconciliation of revenue and unearned revenue, and the assumptions used within the Company’s analysis of standalone selling price.

We also tested the design and operating effectiveness of IT general controls for systems relevant to the revenue recognition process.

We performed audit procedures that included, among others, testing completeness and, on a sample basis, accuracy of the underlying data within the Company’s billing and revenue recognition systems, reading a sample of revenue contracts, including modifications, evaluating the contractual terms and conditions, and testing a sample of cash to billings.

Our procedures included assessing the performance obligations and the related allocation of transaction price.

In addition, for the selected new contracts and modifications we tested the timing of revenue recognized and unearned revenue recorded as of year-end.

We tested the revenue recognized and unearned revenue as of year-end by extracting data from the general ledger to evaluate the completeness and accuracy of recorded revenue and deferred revenue amounts and through analytical procedures, including revenue recognized on a monthly basis compared to prior periods.

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Auditing management’s recognition of revenue was challenging due to the nature and extent of effort required as a result of the high volume of revenue contracts and the use of multiple applications and data sources in the revenue recognition process.

In addition, as described in Management’s Report on Internal Control Over Financial Reporting, management identified a material weakness in the Company’s internal control over financial reporting associated with the information technology general controls of various information systems, including those that affect the revenue recognition process, which required changes to the extent of our audit procedures.

How We Addressed the Matter in Our Audit We performed audit procedures that included, among others, testing the completeness and accuracy of data used within the Company’s revenue recognition process.

For a sample of customer contracts, we compared the contractual terms to reports derived from the Company’s systems, recalculated the amount of revenue recognized and related deferred revenue, and reviewed evidence of the related cash receipts.

In response to the material weakness discussed above, we increased the extent of revenue contract samples tested.

We also performed analytical procedures to quantify the expected deferred revenue amount based on the monthly invoicing activities and compared it to the amounts recorded by the Company.

Finally, we assessed the appropriateness of the related disclosures in the consolidated financial statements.

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We have served as the Company’s auditor since 2019.

April 1, 2024

New York, New York

March 31, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Braze, Inc.

To the Stockholders and the Board of Directors of Braze, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Braze, Inc.’s internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, Braze, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Braze Australia, which is included in the 2024 consolidated financial statements of the Company and constituted 1% of total assets, as of January 31, 2024 and 6% of total revenues, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Braze Australia.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, convertible preferred stock, redeemable non-controlling interest and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended January 31, 2024, and the related notes and our report dated April 1, 2024 expressed an unqualified opinion thereon.

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Braze, Inc.

(the Company) has not maintained effective internal control over financial reporting as of January 31, 2025, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness in controls related to the operation of information technology (IT) general controls for IT applications supporting the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, redeemable non-controlling interest and stockholders’ equity, and cash flows for each of the three years in the period ended January 31, 2025, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 31, 2025, which expressed an unqualified opinion, thereon.

Basis for Opinion

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/s/ Ernst & Young LLP

April 1, 2024

March 31, 2025

CONSOLIDATED BALANCE SHEETS

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Loss from operations ( 122,159 ) ( 144,692 ) ( 148,140 )

Other income (expense), net

16,220 7,977 ( 121 )

Other income, net 21,557 16,220 7,977

Loss before provision for income taxes ( 100,602 ) ( 128,472 ) ( 140,163 )

Provision for (benefit from) income taxes 1,957 583 ( 165 )

Provision for income taxes 3,445 1,957 583

Net loss ( 104,047 ) ( 130,429 ) ( 140,746 )

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The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY

(in thousands)

Convertible Preferred Stock Redeemable Non-controlling Interest Class A and Class B Common Stock Common Stock Additional

Redeemable Non-controlling Interest Class A and Class B Common Stock Additional

Capital Accumulated

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Comprehensive

Income (Loss) Total Stockholders' Equity (Deficit)

Shares Amount Shares Amount Shares Amount

Income (Loss) Total Stockholders' Equity

Shares Amount

Balance at January 31, 2022

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Issuance of common stock for options exercised — 2,156 1 8,455 — — 8,456

Issuance of common stock for warrants exercised — — — 216 — — — — — — —

Issuance of common stock under employee stock purchase plan — 125 — 2,876 — — 2,876

Vesting of early exercised options — — — 145 — — 145

Vesting of restricted stock units — 631 — — — — —

Repurchase of unvested shares related to early exercised options — — — ( 3 ) — — — — — — —

Repurchase of shares related to early exercised options — ( 1 ) — — — — —

Stock-based compensation — — — 73,133 — — 73,133

Investment in redeemable non-controlling interests — — 2,450 — — — — — — — —

Other comprehensive loss — — — — — ( 6,184 ) ( 6,184 )

Net loss attributable to redeemable non-controlling interests ( 1,780 ) — — — — — —

Initial public offering, net of issuance costs — — — 7,500 1 — — 456,920 — — 456,921

Reclassification of common stock to Class A and Class B common stock — — — 19,498 — ( 19,498 ) — — — — —

Conversion of convertible preferred stock to common stock ( 62,831 ) ( 174,229 ) — 62,831 6 — — 174,223 — — 174,229

Charitable donation of stock — 96 — 4,260 — — 4,260

Net loss attributable to Braze, Inc.

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$ 1,455 95,975 $ 10 $ 806,044 $ ( 353,927 ) $ ( 6,824 ) $ 445,303

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY (DEFICIT) (cont.)

(in thousands)

Redeemable Non-controlling Interest Class A and Class B Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Loss Total Stockholders' Equity

Shares Amount

Balance at January 31, 2022

$ 3,235 92,968 $ 9 $ 717,175 $ ( 214,961 ) $ ( 640 ) $ 501,583

Issuance of common stock for options exercised — 1,955 — 7,263 — — 7,263

Issuance of common stock under employee stock purchase plan — 234 — 6,011 — — 6,011

Vesting of early exercised options — — — 145 — — 145

Vesting of restricted stock units — 1,760 — — — — —

Repurchase of shares related to early exercised options — ( 1 ) — — — — —

Stock-based compensation — — — 99,293 — — 99,293

Other comprehensive loss — — — — — ( 6,184 ) ( 6,184 )

Other comprehensive income — — — — — 5,646 5,646

Net loss attributable to redeemable non-controlling interests ( 1,263 ) — — — — — —

Charitable donation of stock — 96 — 3,762 — — 3,762

Issuance of common stock from acquisition — 190 — 6,121 — — 6,121

Net loss attributable to Braze, Inc.

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Charitable donation of stock — 96 — 3,776 — — 3,776

Issuance of common stock from acquisition — 190 — 6,121 — — 6,121

Net loss attributable to Braze, Inc.

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(Accretion) amortization of (discount) premium on marketable securities ( 2,079 ) ( 2,077 ) 1,336

Non-cash foreign exchange (gain) loss

( 1,033 ) 460 1,612

Non-cash foreign exchange loss 460 1,612 387

Fair value adjustments to contingent consideration ( 223 ) ( 1,572 ) —

( 1,572 ) — —

Fixed asset write off 488 146 34

Other ( 152 ) ( 495 ) 461

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Cash paid for acquisition, net of cash acquired — ( 16,319 ) —

( 16,319 ) — —

Purchases of property and equipment ( 13,234 ) ( 9,761 ) ( 15,447 )

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Maturities of marketable securities 195,353 257,737 256,407

Net cash (used in)/provided by investing activities ( 19,976 ) ( 398,519 ) 18,040

Return of principal on marketable securities 3,200 — —

Net cash used in investing activities ( 36,470 ) ( 19,976 ) ( 398,519 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock upon initial public offering, net of offering costs — — 462,260

Investment from redeemable non-controlling interest — — 2,450

Proceeds from exercise of common stock options 6,906 7,263 11,332

Proceeds from stock associated with employee stock purchase plan 7,705 6,011 —

Payment of deferred offering costs — — ( 5,157 )

Payments of deferred purchase consideration ( 2,916 ) ( 165 ) —

Repurchase of shares related to early exercised options — — ( 5 )

Net cash provided by financing activities 11,695 13,109 11,332

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Unrealized net gain (loss) on marketable investment securities $ 1,058 $ 5,416 $ ( 5,551 )

$ 5,416 $ ( 5,551 ) $ ( 64 )

Net change to property and equipment (included in accounts payable / accrued liabilities) $ 173 $ 208 $ 75

Vesting of early exercised options $ — $ — $ 145

Common stock option receivables $ — $ — $ 22

Conversion of convertible preferred stock to common stock $ — $ — $ 174,229

Deferred offering costs reclassed to Stockholders’ Equity (Deficit) $ — $ — $ 183

Asset retirement obligation $ 34 $ 62 $ 374

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Indemnity holdbacks, acquisition $ — $ ( 3,081 ) $ —

$ ( 3,081 ) $ — $ —

The accompanying notes are an integral part of these consolidated financial statements.

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Description of Business

Braze, Inc., together with its subsidiaries (collectively, the “Company”, “we”, “us”, “our”, or “Braze”), is a cloud-based customer engagement platform that delivers customer-centric experiences across push notifications, email, in-product messaging, SMS and MMS messages, and more.

Braze, Inc., together with its subsidiaries (collectively, the “Company,” “we,” “us,” “our,” or “Braze”), is a cloud-based customer engagement platform that delivers customer-centric experiences across push notifications, email, in-product messaging, SMS, MMS and RCS messages, and more.

Customers use the Braze platform to facilitate real-time experiences between brands and customers in a more authentic and human way.

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Our headquarters are located in New York, New York.

As of January 31, 2024, we also lease additional office space in Austin, Berlin, Chicago, Jakarta, London, Paris, San Francisco, Singapore, Sydney, and Tokyo.

As of January 31, 2025, we also lease additional office space in over 10 cities across North America, South America, Europe, Asia-Pacific, and the Middle East.

Summary of Significant Accounting Policies

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common stock had been issued.

Since we were in a loss position for the periods presented, basic net loss per share attributable to Braze, Inc.

Since we were in a net loss position for the periods presented, basic net loss per share attributable to Braze, Inc.

common stockholders is the same as diluted net loss per share attributable to Braze, Inc.

common stockholders since the effects of potentially dilutive securities are antidilutive.

Prior to our IPO, basic and diluted net loss attributable to Braze, Inc.

per common stockholder’s share is presented in conformity with the two-class method required for participating securities.

Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights.

Prior to our IPO, we considered all series of our convertible preferred stock to be participating securities.

Under the two-class method, the net loss attributable to Braze, Inc.

common stockholders is not allocated to the convertible preferred stock as the holders of our convertible preferred stock do not have a contractual obligation to share in our losses.

Segment Reporting

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For accounts receivable, we are exposed to credit risk in the event of nonpayment by customers to the extent of the amounts recorded on the consolidated balance sheets.

As of January 31, 2024, one customer accounted for approximately 11 % of accounts receivable, net.

As of January 31, 2025, one customer accounted for approximately 12 % of accounts receivable;

no other customer accounted for more than 10% of our total accounts receivable balance.

As of January 31, 2023, no customers accounted for 10% or more of our total accounts receivable balance.

As of January 31, 2024, one customer accounted for approximately 11 % of our accounts receivable;

no other customer accounted for more than 10% of our total accounts receivable balance.

Marketable Securities

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We review our securities on a regular basis to evaluate if any security has experienced an other-than temporary decline in fair value.

We consider an available-for-sale security to be impaired if the fair value of the investment is less than its amortized

cost basis, our intent to sell, or whether it is more likely than not that we are required to sell the security before recovery of its amortized cost basis.

We consider an available-for-sale security to be impaired if the fair value of the investment is less than its amortized cost basis, our intent to sell, or whether it is more likely than not that we are required to sell the security before recovery of its amortized cost basis.

If we believe that an other-than-temporary decline exists in one of the securities, we will write down these investments to fair value.

To the extent that the decline in fair value is related to credit losses, such as changes to the rating of the security by third-party rating agencies, and adverse conditions specific to the security, among other factors, the write-down related to credit loss would be recorded in other income (expense), net in the consolidated statements of operations.

Impairments related to factors other than credit losses are recognized in accumulated other comprehensive loss.

To the extent that the decline in fair value is related to credit losses, such as changes to the rating of the security by third-party rating agencies, and adverse conditions specific to the security, among other factors, the write-down related to credit loss would be recorded in other income, net in the consolidated statements of operations.

Impairments related to

factors other than credit losses are recognized in accumulated other comprehensive loss.

As of January 31, 2025, the Company had not recorded any credit impairments.

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Variable Interest Entity

A VIE is an entity that either has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or has equity investors who lack the characteristics of a controlling financial interest.

A Variable Interest Entity (“VIE”) is an entity that either has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or has equity investors who lack the characteristics of a controlling financial interest.

The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE.

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This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities.

In general, the party that makes the most

significant decisions affecting the VIE is determined to have the power to direct the activities of the VIE.

In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of the VIE.

To assess whether we have the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity interests, servicing rights and fee arrangements, and any other variable interests in the VIE.

If we determine that we are the party with the power to make the most significant decisions affecting the VIE, and we have an obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, then we consolidate the VIE.

If we determine that we are the party with the power to make the most significant decisions

affecting the VIE, and we have an obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, then we consolidate the VIE.

We perform ongoing reassessments of whether we are the primary beneficiary of a VIE.

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Variable consideration, including as a result of service level guarantees, product usage and overage fees or other potential claims such as breach of warranty, was not material during the fiscal years ended January 31, 2025, 2024, and 2023.

We allocate the variable consideration related to the product usages and overages to the distinct month during which the related services were performed

as those fees relate specifically to providing usage of the platform in the period and represents the consideration we are entitled to for the access to the platform.

We allocate the variable consideration related to the product usages and overages to the distinct month during which the related services were performed as those fees relate specifically to providing usage of the platform in the period and represents the consideration we are entitled to for the access to the platform.

As a result, the usage and overage fees are included in the transaction price and recognized as revenue in the period in which the fee was generated.

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Stock-Based Compensation

We measure and record the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant.

We recognize stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and use the straight-line method to recognize stock-based compensation.

We use the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of stock based awards.

We measure our employee and director stock-based payment awards, including purchase rights issued under the Employee Stock Purchase Plan, based on the award’s fair value as determined on the date of grant.

We recognize stock-based compensation expense, net of estimated forfeitures, over the requisite service period of the individual grant, generally equal to the vesting period, and use the straight-line method to recognize stock-based compensation.

We estimate expected forfeitures of stock-based awards at the grant date and recognize compensation cost only for those awards expected to vest.

We estimate our forfeitures rate based on an analysis of our actual historical forfeitures materializing

in the previous fiscal years, and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

We estimate our forfeitures rate based on an analysis of our actual historical forfeitures materializing in the previous fiscal years, and revise the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

We routinely evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and expectations of future option exercise behavior.

We calculate the fair value of options granted by using the Black-Scholes option-pricing model with the following assumptions:

Expected Volatility

We estimate volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term since we do not have sufficient trading history of our common stock.

Expected Term

The expected term of our stock options represents the period that the stock-based awards are expected to be outstanding.

We have elected to use the simplified method to compute the expected term, which we believe is representative of future behavior.

Our stock plans provide a contractual term of ten years before the option is forfeited.

Risk-Free Interest Rate

The risk-free interest rate is based on the implied yield currently available on U.S.

Treasury zero-coupon issues with an equivalent term of the expected life of the option on the grant date.

Dividend Yield

We have not declared or paid dividends to date and do not anticipate declaring dividends in the foreseeable future.

As such, the dividend yield has been estimated to be zero.

Fair Value of Common Stock

Prior to our IPO, the fair value of the common stock underlying the stock option awards was determined by the board of directors (“the Board”).

Given the absence of a public trading market, the Board considered numerous objective and subjective factors to determine the fair value of our common stock at each meeting at which awards were approved.

These factors included, but were not limited to, (i) contemporaneous third party valuations of our common stock;

(ii) the rights, preferences, and privileges of our convertible preferred stock relative to our common stock;

(iii) the lack of marketability of our common stock;

(iv) stage and development of our business;

(v) general economic conditions;

and (vi) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions.

To evaluate the fair value of the underlying shares for grants between two independent valuations and after the last independent valuation, a linear interpolation framework was used to evaluate.

Subsequent to our IPO, the fair value of each share of underlying common stock is based on the closing price of our Class A common stock as reported on the Nasdaq Stock Market on the date of grant.

Investment Income

Investment income consists primarily of income earned on our investments, cash and cash equivalents and restricted cash.

Other Income (Expense), Net

Other income (expense), net, is primarily comprised of realized and unrealized foreign currency gains and losses.

Effective February 1, 2023, the Company adopted ASU 2016-02, utilizing the modified retrospective approach.

We determine if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether we have the right to control the identified asset.

Other Income, Net

Other income, net, is primarily comprised of realized and unrealized foreign currency gains and losses.

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether we have the right to control the identified asset.

Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

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Leases, for further information.

Prior to adoption, during the fiscal year ended January 31, 2022 and prior, the Company accounted for leases under ASC 840, whereby rent expense associated with operating leases was recognized on a straight-line basis over the lease term.

We account for income taxes using the asset and liability method.

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The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, but these estimates are inherently uncertain and subject to refinement.

During the measurement period, the Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to

During the measurement period, the Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.

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Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update No.

2021-08 Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, (“ASU 2021-08”), which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

The Company adopted ASU 2021-08 prospectively during the second quarter of the fiscal year ended January 31, 2024, and determined that ASU 2021-08 does not have a material impact on the Company’s consolidated financial statements nor its related disclosures.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements primarily through expanded disclosures around significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 as of the fiscal year ended January 31, 2025.

The adoption of ASU 2023-07 did not have a material impact on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, (“ASU 2023-07”), which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), an amount for other segment items with a description of the composition, and disclosure of the title and position of the CODM.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and the update should be applied retrospectively to each period presented in the financial statements.

The Company is currently evaluating the impact of the new standard on the consolidated financial statements and related disclosures.

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No.

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The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No.

2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, (“ASU 2024-03”), which is intended to provide enhanced transparency into the nature of expenses and requires more detailed information on specific expense categories included in certain expense captions presented on the face of the income statement.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The standard may be applied either (1) on a prospective basis or (2) retrospectively to all periods presented in the consolidated financial statements.

The Company is currently evaluating the impact of the new standard on the consolidated financial statements and related disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on the consolidated financial statements or disclosures.

Revenue from Contracts with Customers

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January 31, 2025

793.1 505.2 287.9

Variable Interest Entity and Redeemable Non-Controlling Interest

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As a result, we continue to operate Braze KK as a subsidiary, exposing us to business and foreign exchange risk.

We consolidate Braze KK and present the results within our consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows.

We consolidate Braze KK and present the results within the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows.

The common stock held by the Investors is callable by us or puttable by the Investors upon certain contingent events.

Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of Braze KK and the Company and may be settled, at our discretion, with our stock or cash.

The non-controlling interest in Braze KK is classified in mezzanine equity as redeemable non-controlling interest as a result of the

put right available to the Investors in the future, an event that is not solely in our control.

The non-controlling interest in Braze KK is classified in mezzanine equity as redeemable non-controlling interest as a result of the put right available to the Investors in the future, an event that is not solely in our control.

The non-controlling interest is not accreted to redemption value because it is currently not probable that the non-controlling interest will become redeemable.

33 unchanged sentences

government securities $ 317,649 $ — $ — $ 317,649

Foreign securities — 6,367 — 6,367

Corporate debt securities — 112,808 — 112,808

Total marketable securities 317,649 112,808 — 430,457

Contingent consideration $ — $ — $ 223 $ 223

Total liabilities — — 223 223

Total financial assets $ 343,134 $ 112,808 $ — $ 455,942

$ 346,711 $ 88,941 $ 223 $ 435,875

January 31, 2024

3 unchanged sentences

Money market funds $ 20,758 $ — $ — $ 20,758

government securities 6,996 — — 6,996

Total cash equivalents 27,754 — — 27,754

1 unchanged sentence

government securities $ 318,957 $ — $ — $ 318,957

Foreign securities — 2,967 — 2,967

Corporate debt securities — 88,941 — 88,941

Total marketable securities 318,957 88,941 — 407,898

Contingent consideration $ — $ — $ 223 $ 223

Total liabilities — — 223 223

Total financial assets $ 346,711 $ 88,941 $ 223 $ 435,875

Our money market funds are classified as Level 1 within the fair value hierarchy, because they are valued using quoted prices in active markets as of January 31, 2024 and January 31, 2023.

Our money market funds and financial instruments that are classified as Level 1 within the fair value hierarchy, because they are valued using quoted prices in active markets as of January 31, 2025 and January 31, 2024.

Financial instruments classified as Level 2 within our fair value hierarchy are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services.

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We will reassess the fair value of the contingent consideration quarterly until the contingency is resolved.

The short-term portion of the contingent consideration is recorded within accrued expenses and other current liabilities, and the long-term portion is recorded within other-long term liabilities on the consolidated balance sheets.

Changes in the fair value are recorded in operating income in the consolidated statements of operations.

If applicable, changes in the fair value are recorded in operating income in the consolidated statements of operations.

As of January 31, 2025, the Company reduced the contingent consideration liability to zero as it was determined that the likelihood of the sellers satisfying the qualifications is remote.

There were no transfers of financial instruments among Level 1, Level 2, and Level 3 during the periods presented.

The following table summarizes the fair value changes in the contingent consideration liability in connection with the acquisition of North Star Y, Pty Ltd (in thousands):

Fiscal Year Ended January 31, 2024

Fiscal Years Ended January 31,

Beginning fair value $ 223 $ —

Additions in the period (1)

Additions (1) / (adjustments) in the period

Ending fair value $ — $ 223

5 unchanged sentences

government securities $ 317,313 $ 745 $ ( 409 ) $ 317,649

Foreign securities 6,349 31 ( 13 ) 6,367

Corporate debt securities 112,248 609 ( 49 ) 112,808

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government securities $ 319,343 $ 782 $ ( 1,168 ) $ 318,957

Foreign securities 3,028 — ( 61 ) 2,967

Corporate debt securities 88,717 371 ( 147 ) 88,941

Total $ 408,060 $ 1,153 $ ( 1,315 ) $ 407,898

Accrued interest receivables related to our available-for-sale securities of $ 3.4 million as of January 31, 2024 and $ 2.0 million as of January 31, 2023 were included within prepaid expenses and other current assets on our consolidated balance sheets.

Accrued interest receivables related to our available-for-sale securities of $ 4.6 million as of January 31, 2025 and $ 3.4 million as of January 31, 2024 were included within prepaid expenses and other current assets on the consolidated balance sheets.

The Company’s short-term investments consist of available-for-sale debt securities and term deposits.

The term deposits are at cost, which approximates fair value.

The weighted-average remaining maturity of the Company’s investment portfolio is one and a half years as of the periods presented.

The weighted-average remaining maturity of the Company’s investment portfolio is approximately one year as of the periods presented.

The following table summarizes the fair value and gross unrealized losses aggregated by category of individual securities that have been in a continuous unrealized loss position for greater than 12 months (in thousands):

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government securities $ 46,442 $ ( 22 )

Foreign securities 1,325 ( 11 )

Total $ 46,442 $ ( 22 )

January 31, 2024

Continuous Unrealized Loss for Greater than 12 months

Estimated Fair Value Gross Unrealized Losses

government securities $ 99,613 $ ( 741 )

Corporate debt securities

30,183 ( 124 )

Total $ 129,796 $ ( 865 )

No individual security incurred continuous unrealized losses for greater than 12 months as of January 31, 2023.

The Company purchases investment grade marketable debt securities which are rated by nationally recognized statistical credit rating organizations in accordance with its investment policy.

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As of January 31, 2025, the credit-quality of the Company’s marketable available-for-sale debt securities had remained stable.

The unrealized losses recognized on marketable available-for-sale debt securities as of January 31, 2024 was primarily related to the continued market volatility associated with market expectations of an aggressive pace of interest rate increases by the Federal Reserve.

The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments and it is not expected that the investments would be settled at a price less than their amortized cost basis.

The unrealized losses recognized on marketable available-for-sale debt securities as of January 31, 2025 was primarily related to the continued market volatility associated with market expectations in the current interest rate environment.

than their amortized cost basis.

The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis.

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Investment income consists of interest income and accretion income/amortization expense on our cash, cash equivalents, restricted cash, and marketable securities.

Investment income is included within other income (expense), net on the consolidated statements of operations.

Investment income is included within other income, net on the consolidated statements of operations.

The primary components of investment income from marketable securities were as follows (in thousands):

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The total depreciation expense and amortization expense for property and equipment was $ 10.0 million, $ 5.5 million, and $ 3.4 million, during the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

During the fiscal years ended January 31, 2024 and 2023, the Company removed $ 1.0 million and $ 1.2 million, respectively, of fixed assets substantially consisting of leasehold improvements and computer equipment, office equipment, and software, that was largely depreciated from property and equipment, gross and accumulated depreciation, which had minimal net impact on the Company’s consolidated financial results.

The fixed assets removed during the fiscal year ended January 31, 2022 were immaterial to the Company’s consolidated financial results.

During the fiscal years ended January 31, 2025, 2024, and 2023, the Company removed $ 2.9 million, $ 1.0 million, and $ 1.2 million, respectively, of fixed assets substantially consisting of leasehold improvements and computer equipment, office equipment, and software, that was largely depreciated from property and equipment, gross and accumulated depreciation.

In the fiscal year ended January 31,

2025, the fixed assets removed had a net book value of $ 0.7 million.

In the fiscal years ended January 31, 2024 and 2023, the fixed assets removed had minimal net impact on the Company’s consolidated financial results.

We capitalized internal-use software of $ 6.1 million, $ 5.7 million and $ 2.0 million during the fiscal years ended January 31, 2025, 2024, and 2023 respectively.

Amortization for capitalized internal-use software costs recognized within cost of revenue on the consolidated statements of operations was $ 2.1 million, $ 1.7 million and $ 1.2 million for the fiscal years ended January 31, 2024, 2023, and 2022, respectively.

Amortization for capitalized internal-use software costs was $ 3.2 million, $ 2.1 million and $ 1.7 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

Prepaid Expenses and Other Current Assets

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Consumption tax receivable 2,156 1,606

Prepaid events

Prepaid employee benefits 920 902

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Accrued tax liability 8,848 9,048

ESPP payable 612 594

Other 2,399 5,097

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Matching contributions under the plan were $ 5.3 million, $ 4.8 million, and $ 4.7 million for the fiscal years ended January 31, 2025, 2024, and 2023 respectively.

Stockholders’ Equity (Deficit)

Stockholders’ Equity

Class A and Class B Common Stock

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In addition, all shares of Class B common stock will automatically convert into shares of Class A common stock in certain circumstances, including on the earlier of (i) the last trading day of the fiscal quarter during which the number of shares of Class B common stock then outstanding represents less than 10 % of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, or (ii) the last trading day of the fiscal quarter immediately following the fifth anniversary of the initial public offering.

All shares of the Company’s capital stock outstanding immediately prior to our initial public offering, including all shares held by its executive officers, directors, and their respective affiliates, and all shares issuable upon the conversion of our then outstanding convertible preferred stock, were reclassified into shares of Class B common stock immediately prior to the completion of the initial public offering.

All shares of the

Company’s capital stock outstanding immediately prior to our initial public offering, including all shares held by its executive officers, directors, and their respective affiliates, and all shares issuable upon the conversion of our then outstanding convertible preferred stock, were reclassified into shares of Class B common stock immediately prior to the completion of the initial public offering.

Charitable Contributions

In connection with our Pledge 1% commitment, we donated 96,465 and 96,465 shares of our Class A common stock to a charitable donor-advised fund that resulted in the recognition of $ 3.8 million and $ 4.3 million expense within general and administrative in our consolidated statements of operations during the fiscal years ended January 31, 2024 and 2023, respectively.

No stock donations were made during the fiscal year ended January 31, 2022.

In connection with our Pledge 1% commitment, we donated 96,465 , 96,465 , and 96,465 shares of our Class A common stock to a charitable donor-advised fund that resulted in the recognition of $ 3.8 million, $ 3.8 million, and $ 4.3 million expense within general and administrative in the consolidated statements of operations during the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

Employee Stock Plans

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2025 2024 2023

Weighted-average grant date fair value per share of options granted during each respective period n/a n/a $ 24.53

Aggregate intrinsic value of options exercised during each respective period (in millions) $ 34.97 $ 72.85 $ 71.16

We estimate the fair value of stock options using the Black-Scholes option-pricing model on the date of grant.

The assumptions used in the Black-Scholes option-pricing model were as follows:

Fiscal Year Ended January 31,

2024 2023 2022

Dividend yield (in percentage) n/a n/a — %

Expected volatility (in percentage) n/a n/a 61.8 - 66.1 %

Expected term (in years) n/a n/a 5.9 - 6.7

Risk-free interest rate (in percentage) n/a n/a 1.0 - 1.2 %

Fair value of common stock n/a n/a $ 65.00

Restricted Stock Units

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Employee Stock Purchase Plan

In November 2021, our board of directors and our stockholders approved the 2021 Plan, which became effective on November 16, 2021.

In November 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on November 16, 2021.

Following completion of our initial public offering, the ESPP authorized the issuance of 1,825,000 shares of our Class A common stock under purchase rights granted to our employees or to employees of any of our designated affiliates.

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On each purchase date, eligible employees will purchase the shares at a price per share equal to 85 % of the lesser of (1) the fair market value of the Company’s Class A common stock on the first trading day of the offering period or (2) the fair market value of the Company’s Class A common stock on the last day of the offering period, as defined by the ESPP.

The Company recognized $ 2.2 million and $ 1.8 million of stock-based compensation expense related to the ESPP during the fiscal year ended January 31, 2024 and 2023, respectively.

The Company recognized $ 2.0 million, $ 2.2 million, and $ 1.8 million of stock-based compensation expense related to the ESPP during the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

As of January 31, 2025, $ 0.6 million has been withheld on behalf of our employees for a future purchase and is classified as accrued expenses and other current liabilities on the consolidated balance sheets.

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Weighted-average remaining recognition period (years) 1.05 2.46

Secondary Transaction

In March 2021, certain existing investors entered into an arms-length transaction to purchase 292,486 shares of our common stock from certain of our current employees (the “2021 Secondary Transaction”).

The purchase price paid was in excess of the fair value of the common stock on the purchase date.

In connection with the 2021 Secondary Transaction, we recognized $ 3.0 million of stock-based compensation expense which represented the amounts paid above fair value of common stock.

The expense is included in the same financial statement line items as the employees’ other compensation.

No secondary transactions involving employees occurred during the fiscal years ended January 31, 2024 and 2023 .

Commitments and Contingencies

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Based on the information available, we continue to evaluate and assess the jurisdictions in which indirect tax nexus exists and believe that the indirect tax liabilities are adequate and reasonable.

Due to the complexity and uncertainty around the application of these rules by taxing authorities, results may vary materially from expectations, and we have recognized liabilities for contingencies related to state sales and use tax, VAT, and GST deemed probable and estimable totaling $ 1.0 million and $ 0.5 million as of January 31, 2024 and 2023, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets.

As of January 31, 2024, we have filed prior period returns in several jurisdictions in order to remediate this potential exposure, and the Company continues to evaluate the potential exposure on an ongoing basis.

Due to the complexity and uncertainty around the application of these rules by taxing authorities, results may vary materially from expectations, and

we have recognized liabilities for contingencies related to state sales and use tax, VAT, and GST deemed probable and estimable totaling $ 2.9 million and $ 1.0 million as of January 31, 2025 and 2024, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets.

Legal Contingencies

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We have been, and may in the future be, put on notice or sued by third-parties for alleged infringement of their proprietary rights, including patent infringement.

We accrue a liability when we believe that it is both probable that a liability has been incurred and the amount of

loss can be reasonably estimated.

We accrue a liability when we believe that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated.

We believe we have recorded adequate provisions for any such matters and, as of January 31, 2025, we believe that no material loss will be incurred in excess of the amounts recognized in our financial statements.

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The components of lease cost reflected on the consolidated statements of operations were as follows (in thousands):

Fiscal Year Ended

Fiscal Years Ended January 31,

2025 2024 2023

Operating lease cost $ 18,884 $ 17,619 $ 13,638

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Total future undiscounted lease payments 114,388

imputed interest ( 32,311 )

Less imputed interest ( 26,948 )

Total reported lease liability $ 87,440

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Other information for the Company's leases is as follows (in thousands):

Fiscal Year Ended

Fiscal Years Ended January 31,

2025 2024 2023

Cash paid for amounts included in the measurement of lease liabilities $ 16,873 $ 13,404 $ 10,292

Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 8,713 $ 47,834 $ —

The components of the provision for (benefit from) income taxes are as follows (in thousands):

The components of the provision for income taxes are as follows (in thousands):

Fiscal Year Ended January 31,

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Total deferred ( 151 ) ( 488 ) 35

Provision for (benefit from) income taxes $ 1,957 $ 583 $ ( 165 )

Provision for income taxes

$ 3,445 $ 1,957 $ 583

The components of loss before income taxes are as follows (in thousands):

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Loss before provision for income taxes $ ( 100,602 ) $ ( 128,472 ) $ ( 140,163 )

A reconciliation of the provision for (benefit from) income taxes to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows:

A reconciliation of the provision for income taxes to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows:

Fiscal Year Ended January 31,

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Stock-based compensation 5.7 % 5.1 % 1.5 %

Non-deductible compensation

( 5.3 ) % ( 2.5 ) % ( 1.1 ) %

Tax credits 8.6 % 4.1 % 1.5 %

Uncertain tax benefits

( 6.0 ) % — % 0.5 %

Effective tax rate ( 3.4 ) % ( 1.5 ) % ( 0.4 ) %

17 unchanged sentences

Intangible assets

( 749 ) ( 957 )

Deferred tax liabilities ( 40,567 ) ( 39,120 )

6 unchanged sentences

We also had foreign NOL carryforwards as of January 31, 2025 of $ 32.3 million, the majority of which may be carried forward indefinitely.

As of January 31, 2023, we had NOL carryforwards for federal and state income tax purposes of approximately $ 281.6 million and $ 182.4 million, respectively.

As of January 31, 2024, we had NOL carryforwards for federal, state, and foreign income tax purposes of approximately $ 355.4 million, $ 248.4 million, and $ 30.9 million, respectively.

At January 31, 2025, the Company had tax credit carryforwards of $ 21.8 million, the majority of which are related to credits for research activities, and if not utilized, will expire between 2037 and 2045.

As of January 31, 2024, the Company has tax credit carryforwards of $ 11.9 million.

IRC Sections 382 and 383 place a limitation on the amount of taxable income that can be offset by carryforward tax attributes, such as net operating losses or tax credits, after a change in control.

20 unchanged sentences

Additions for tax positions of prior years 4,521 — —

Additions based on tax positions related to current year

Reductions for tax positions of prior years — — ( 647 )

2 unchanged sentences

As of January 31, 2025, 2024 and 2023, there were no interest and penalties recorded.

As of January 31, 2024, 2023 and 2022, accrued unrecognized tax benefits were $ 0.0 million , $ 0.0 million , and $ 0.6 million, respectively, and if recognized would reduce the provision for income taxes, and our effective tax rate.

As of January 31, 2025, 2024 and 2023, accrued unrecognized tax benefits were $ 7.1 million, $ 0.0 million , and $ 0.0 million , respectively, and if recognized would affect the provision for income taxes, and our effective tax rate.

We are subject to income tax examinations in the United States and various state and foreign jurisdictions.

34 unchanged sentences

In May 2023, the Company implemented a workforce reduction designed to rebalance talent to better meet customer needs and achieve business priorities.

As a result, the Company recorded associated severance and other termination costs of approximately $ 0.6 million during the fiscal year ended January 31, 2024 related to these measures.

No restructuring costs were recognized during the fiscal years ended January 31, 2023 and 2022.

No restructuring costs were recognized during the fiscal year ended January 31, 2025.

During the fiscal years ended January 31, 2024 and 2023, $ 0.6 million and $ 0.0 million of restructuring costs were recognized, respectively.

Business Combination

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The earn-out payments are capped at $ 10.0 million for the first earn-out period and $ 16.0 million for the second earn-out period.

The fair value measurement of the contingent consideration liability has been influenced by developments in the significant inputs, notably the new and incremental actual and forecasted deal closings from the Australia-New Zealand region.

As a result, during the quarter ended January 31, 2024, the Company reduced the contingent consideration liability by $ 1.6 million to $ 0.2 million.

The fair value measurement of the contingent consideration liability has been influenced by developments in the significant inputs for such calculation, notably the new and incremental actual and forecasted deal closings from the Australia-New Zealand region.

As a result, during the fiscal year ended January 31, 2025, the Company reduced the contingent consideration liability to zero as it was determined that the likelihood of the sellers satisfying the qualifications is remote.

The preliminary purchase price, as adjusted, was allocated to intangible assets in the amount of $ 3.8 million and goodwill in the amount of $ 28.4 million based on the respective estimated fair values.

The resulting goodwill is not deductible for income tax purposes.

An indemnification holdback of $ 2.8 million was recorded within accrued expenses and other current liabilities on the consolidated balance sheets.

An indemnification holdback of $ 2.8 million that was previously recorded within accrued expenses and other current liabilities on the consolidated balance sheets was extinguished during the fiscal year ended January 31, 2025.

The indemnification holdback represents security for potential indemnification claims against the seller.

The indemnification holdback will be released subject to amounts withheld for actual, pending or potential claims.

Of the initial $ 0.5 million working capital holdback, $ 0.3 million is subject to release based on the completion of post-close adjustment procedures.

The results of operations of North Star from the date of acquisition, which were not material, have been included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2024.

The indemnification holdback was released in full.

Of the initial $ 0.5 million working capital holdback, $ 0.3 million has been released during the fiscal year ended January 31, 2025 based on the completion of post-close adjustment procedures.

The results of operations of North Star, which were not material, have been included in the Company’s consolidated statements of operations for the fiscal years ended January 31, 2025 and 2024.

Intangible Assets, Net

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Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period

Amortizable intangible assets:

Customer relationships $ 3,119 $ ( 208 ) $ 2,911 10 years

Non-solicit/compete agreements 186 ( 62 ) 124 2 years

Trademark 465 ( 310 ) 155 1 year

Total amortizable intangible assets 3,770 ( 580 ) 3,190

Non-amortizable intangible assets:

Technology licenses $ 500 $ — $ 500 n/a

Total intangible assets, net $ 500 $ — $ 500

Intangible amortization expense was approximately $ 0.6 million for the fiscal year ended January 31, 2024.

There were no amortizable intangible assets in the fiscal years ended January 31, 2023 and 2022, therefore no intangible amortization expense was recorded.

As of January 31, 2024, future amortization expense by fiscal year is expected to be as follows (in thousands):

Total $ 4,270 $ ( 580 ) $ 3,690

Intangible amortization expense was approximately $ 0.6 million and $ 0.6 million for the fiscal years ended January 31, 2025 and 2024, respectively.

There were no amortizable intangible assets in the fiscal year ended January 31, 2023, therefore no intangible amortization expense was recorded.

The future intangible amortization expense by fiscal year is as follows (in thousands):

Thereafter 1,039

2 unchanged sentences

Balance at January 31, 2024

North Star addition and related adjustments (1)

Acquisition related adjustments

Balance at January 31, 2025

(1) Includes measurement period adjustments related to the Company’s preliminary fair values of the assets acquired and liabilities assumed in business combinations, which did not have a material impact on goodwill.

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker in deciding how to allocate resources to an individual segment and in assessing performance.

Our Chief Executive Officer is the CODM.

The Company derives revenues from customers by

providing cloud-based customer engagement platform subscriptions.

The Company derives revenue primarily in North America and manages the business activities on a consolidated basis.

As such, we have one operating segment, which is the customer engagement platform segment.

The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Intra-entity activities are eliminated at the consolidated level.

The Company’s method for measuring performance on a single operating and reportable segment basis is net loss.

Refer to the consolidated statements of operations.

In assessing the performance of the business, the CODM regularly reviews consolidated expense information of both historical and forecasted periods to manage operations of the segment (i.e., the consolidated business).

The CODM reviews assets for Braze’s single reportable segment on a consolidated basis.

Refer to the consolidated balance sheets.

Subsequent Events

In February 2025, in connection with our Pledge 1% commitment, the Company donated 24,116 shares of Class A common stock to a charitable donor-advised fund that resulted in the recognition of approximately $ 1.1 million of operating expense.

In February 2025, the Company granted RSUs for a total of 45,961 shares of Class A common stock to employees pursuant to the 2021 Plan.

4 unchanged sentences

The grant date fair value of these awards was $ 76.7 million.

In March 2025, the Company granted Performance Stock Units (“PSU”) for a target amount of 279,563 shares of Class A common stock to key executive employees pursuant to the 2021 Plan.

The PSUs will vest upon achievement of specified performance targets and are subject to continuous service throughout the applicable vesting date.

The PSU awards include a one -year performance period within a three -year total vesting period.

The achievement levels range from 0% to 200% of the target award value on the date of grant.

The grant date fair value of these awards was $ 9.1 million.

In March 2025, the Company entered into a definitive merger agreement to acquire all outstanding stock of OfferFit, Inc., for an estimated aggregate closing price of $ 325.0 million in cash and stock, subject to certain customary adjustments.

The acquisition is expected to close during the second quarter of fiscal year 2026, subject to customary closing conditions.

The Company is currently evaluating the purchase price allocation associated with the transaction.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data