Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of January 31, 2025 because of the material weakness in our internal control, discussed below.
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Notwithstanding the material weakness in internal control over financial reporting described below, our management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with accounting principles generally accepted in the United States of America.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that these controls were not effective as of January 31, 2025, due to material weaknesses in the operation of certain key Information Technology General Controls . Consequently, automated and information technology dependent manual business process controls that rely upon information from the information technology systems were also deemed ineffective.
Notwithstanding this material weakness noted above, management has concluded that our consolidated financial statements and related notes thereto included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. Additional detail on the nature of the material weaknesses, and management's conclusions can be found below.
Material Weakness
We identified a material weakness in internal control related to ineffective information technology general controls, or ITGCs, in the areas of user access and program change management over the information technology systems that support our financial reporting processes. Automated and manual controls that rely on system-generated data or reports from the affected information technology environment or process level automated controls in the affected information technology environment were ineffective because they could have been adversely impacted.
Remediation Plan
We have developed a detailed plan for remediation of the material weakness, as well as compliance with Section 404 of the Sarbanes-Oxley Act, including:
• Enhancing controls and procedures over user access and program change management;
• Strengthening our systems and IT compliance functions through targeted hiring, staff training and implementation of new IT policies; and
• Engaging an external advisor to assist with control documentation, gap analysis and remediation monitoring.
While we have performed certain remediation activities to strengthen our controls to address the identified material weakness, control weaknesses are not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes that these controls are operating effectively.
We will continue to monitor the effectiveness of our remediation measures in connection with our future assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures, and we will make any changes to the design of our plan and take such other actions that we deem appropriate given the circumstances. We expect to complete the remediation process by the end of the fourth quarter of our fiscal year ending January 31, 2026.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts noted above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal year ended January 31, 2025 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
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must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
Item 9B. Other Information
On September 11, 2024 , Phillip Fernandez , a member of our board of directors , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the sale of, in the aggregate, up to 18,000 shares of our Class A common stock, subject to the satisfaction of specified price conditions. The plan will terminate on December 15, 2025 , subject to early termination for certain specified events set forth in the plan.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be included in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended January 31, 2025, or the 2025 Proxy Statement, and is incorporated herein by reference.
Code of Conduct
We have adopted a Code of Conduct that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Conduct is posted on our website at www.braze.com. We intend to disclose on our website any future amendments of our Code of Conduct or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Conduct. Information contained on, or that can be accessed through, our website is not incorporated by reference into this report, and you should not consider information on our website to be part of this report on Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
Securities Authorized for Issuance under Equity Compensation Plan
The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
With the exception of the information incorporated in Items 10, 11, 12, 13, and 14 of this Annual Report on Form 10-K, the 2025 Proxy Statement is not deemed “filed” as part of this Annual Report on Form 10-K.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Documents filed as part of this report are as follows:
1. Consolidated Financial Statements:
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedules:
Financial Statement Schedules have been omitted as information required is inapplicable or the information is presented in the consolidated financial statements and the related notes.
3. Exhibits:
The documents listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit Index
Incorporated by Reference
Exhibit Number
Description
Form
File No.
Exhibit
Filing Date
3.1 Amended and Restated Certificate of Incorporation of Braze, Inc.
8-K
001-41065
3.1
November 23, 2021
3.2 Amended and Restated Bylaws of Braze, Inc.
10-Q
001-41065 3.2 December 10, 2024
4.1 Form of Class A Common Stock Certificate .
S-1/A
333-260428
4.1
November 8, 2021
4.2*
Description of Registrant’s Securities.
10.1 Fourth Amended and Restated Investors’ Rights Agreement, dated as of September 24, 2018.
S-1
333-260428
10.1
October 22, 2021
10.2+ Amended and Restated 2011 Equity Incentive Plan and forms of agreements thereunder.
S-1
333-260428
10.2
October 22, 2021
10.3+ 2021 Equity Incentive Plan and forms of agreements thereunder.
S-1/A
333-260428
10.3
November 8, 2021
10.3.2*
PSU Award Grant Notice.
10.4+ 2021 Employee Stock Purchase Plan .
S-1/A
333-260428
10.4
November 8, 2021
10.5+ Form of Indemnification Agreement entered into by and between Registrant and each director and executive officer.
S-1/A
333-260428
10.5
November 8, 2021
10.6+ Confirmatory Offer Letter, by and between Braze, Inc. and William Magnuson, dated November 2, 2021.
S-1/A
333-260428
10.6
November 8, 2021
10.7+ Confirmatory Offer Letter, by and between Braze, Inc. and Isabelle Winkles, dated November 2, 2021.
S-1/A 333-260428 10.7 November 8, 2021
10.8+ Confirmatory Offer Letter, by and between Braze, Inc. and Susan Wiseman, dated November 2, 2021.
S-1/A 333-260428 10.8 November 8, 2021
10.9+ Confirmatory Offer Letter, by and between Braze, Inc. and Jonathan Hyman, dated November 2, 2021.
S-1/A 333-260428 10.9 November 8, 2021
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10.10+ Confirmatory Offer Letter, by and between Braze, Inc. and Myles Kleeger, dated November 2, 2021.
S-1/A 333-260428 10.1 November 8, 2021
10.11+ Executive Severance Plan.
10-Q
333-260428 10.1 September 06, 2024
10.12+ Non-Employee Director Compensation Policy.
S-1/A 333-260428 10.12 November 8, 2021
10.15 Sublease by and between Braze, Inc. and Nestle USA, Inc., dated November 17, 2022.
10-K
001-41065 10.15 March 31, 2023
10.16+
Senior Leadership Performance-Based Compensation Plan.
10-K
001-41065 10.16 March 31, 2023
10.17+
Transition, Separation and Release Agreement between Braze, Inc. and Myles Kleeger.
8-K
001-41065
10.1 February 3, 2025
19.1*
Insider Trading Policy.
21.1* List of Subsidiaries of the Company.
23.1* Consent of Ernst & Young LLP, independent registered public accounting firm.
24.1* Power of Attorney (included in signature pages hereto).
31.1* Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*† Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97+
Compensation Recoupment Policy .
10-K
001-41065
97 April 1, 2024
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
+ Indicates management contract or compensatory plan.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Braze, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2025.
BRAZE, INC.
By: /s/ William Magnuson
Name: William Magnuson
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints William Magnuson, Isabelle Winkles, and Susan Wiseman, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ William Magnuson
Chief Executive Officer and Director
(Principal Executive Officer)
March 31, 2025
William Magnuson
/s/ Isabelle Winkles
Chief Financial Officer
(Principal Financial Officer)
March 31, 2025
Isabelle Winkles
/s/ Pankaj Malik
Chief Accounting Officer
(Principal Accounting Officer)
March 31, 2025
Pankaj Malik
/s/ Neeraj Agrawal
Director
March 31, 2025
Neeraj Agrawal
/s/ Phillip M. Fernandez
Director
March 31, 2025
Phillip M. Fernandez
/s/ Tara Levy
Director
March 31, 2025
Tara Levy
/s/ David Obstler
Director
March 31, 2025
David Obstler
/s/ Fernando Machado
Director
March 31, 2025
Fernando Machado
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/s/ Yvonne Wassenaar
Director
March 31, 2025
Yvonne Wassenaar
105