What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-25 compared with 2025-03-31 · 296 added, 144 removed, 1013 unchanged (30% of the section changed)

27 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

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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.

Auditing management’s recognition of revenue was challenging due to the 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.

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

Valuation of Developed Technology acquired in the OfferFit, Inc.

Business Combination

Description of the Matter As disclosed in Note 19, the Company completed the acquisition of OfferFit, Inc.

("OfferFit") which is now known as AI Decisioning Studio for total consideration of $303.2 million.

The Company accounted for the acquisition as a business combination.

Auditing the Company’s accounting for the acquisition was complex due to the significant estimation required by management in determining the fair value of developed technology intangible assets totaling $56.7 million.

The Company used an income approach to measure the developed technology.

The significant assumptions used to estimate the fair value of the developed technology included revenue and the associated growth rates, earnings before interest, tax and amortization, and discount rate.

These significant assumptions are forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit To test the estimated fair value of the developed technology intangible asset, our audit procedures included, among others, evaluating the Company's selected valuation methodology, testing the significant assumptions discussed above utilized by management in the valuation model, and testing the completeness and accuracy of the underlying data supporting the significant assumptions.

Our testing included evaluating the reasonableness of management’s estimate of revenue growth by comparing revenue forecast assumptions to internal communication with the Board of Directors and other information obtained during the audit, including identifying subsequent sales.

We involved our valuation specialists to assist in evaluating the valuation methodologies and discount rates used.

We also performed sensitivity analyses of the significant assumptions to evaluate the change in fair value resulting from changes in the assumptions.

/s/ Ernst & Young LLP

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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.

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 OfferFit (now known as AI Decisioning Studio), which is included in the 2026 consolidated financial statements of the Company and constituted 1.4% of total consolidated assets (excluding acquired goodwill and intangible assets) as of January 31, 2026 and 1.8% of 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 AI Decisioning Studio.

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, 2026 and 2025, the related consolidated statements of operations, comprehensive loss, redeemable non-controlling interest and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended January 31, 2026, 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 2026 consolidated financial statements, and this report does not affect our report dated March 24, 2026, which expressed an unqualified opinion, thereon.

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/s/ Ernst & Young LLP

New York, New York

March 24, 2026

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Additional paid-in capital 1,340,091 1,062,613

Accumulated other comprehensive loss ( 926 ) ( 1,178 )

Accumulated other comprehensive gain (loss) 1,788 ( 926 )

Accumulated deficit ( 718,123 ) ( 586,836 )

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Net loss ( 130,786 ) ( 104,047 ) ( 130,429 )

Net loss attributable to redeemable non-controlling interest ( 304 ) ( 1,263 ) ( 1,780 )

Net income (loss) attributable to redeemable non-controlling interest

501 ( 304 ) ( 1,263 )

Net loss attributable to Braze, Inc.

10 unchanged sentences

Net loss $ ( 130,786 ) $ ( 104,047 ) $ ( 130,429 )

Other comprehensive loss:

Other comprehensive income:

Change in foreign currency translation adjustments 1,847 ( 806 ) 230

Unrealized gains (losses) on marketable securities 1,058 5,416 ( 5,551 )

Other comprehensive income (loss), net 252 5,646 ( 6,184 )

Unrealized gains on marketable securities

483 1,058 5,416

Unrealized gains on derivatives

Other comprehensive income, net

2,714 252 5,646

Comprehensive loss, net ( 128,072 ) ( 103,795 ) ( 124,783 )

comprehensive loss, net, attributable to redeemable non-controlling interest ( 304 ) ( 1,263 ) ( 1,780 )

comprehensive income (loss), net, attributable to redeemable non-controlling interest

501 ( 304 ) ( 1,263 )

Comprehensive loss attributable to Braze, Inc.

13 unchanged sentences

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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Other comprehensive income

— — — — — 252 252

Net loss attributable to redeemable non-controlling interests ( 304 ) — — — — — —

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.

7 unchanged sentences

Other comprehensive income — — — — — 2,714 2,714

— — — — — 252 252

Net loss attributable to redeemable non-controlling interests ( 304 ) — — — — — —

Net income attributable to redeemable non-controlling interests 501 — — — — — —

Charitable donation of stock — 96 — 3,223 — — 3,223

Issuance of common stock from acquisition — 2,019 1 73,751 — — 73,752

Replacement share-based awards issued in connection with acquisition

— — — 33,877 — — 33,877

Net loss attributable to Braze, Inc.

9 unchanged sentences

Net loss (including amounts attributable to redeemable non-controlling interests) $ ( 130,786 ) $ ( 104,047 ) $ ( 130,429 )

Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation 143,738 115,140 97,232

3 unchanged sentences

Value of common stock donated to charity 3,223 3,776 3,762

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

Accretion of discount on marketable securities

( 951 ) ( 2,079 ) ( 2,077 )

Non-cash foreign exchange (gain) loss

1 unchanged sentence

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

Fixed asset write off 488 146 34

Fixed asset write offs

Other ( 144 ) ( 152 ) ( 495 )

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Other long-term liabilities ( 229 ) ( 66 ) 571

Net cash provided by/(used in) operating activities 36,680 6,850 ( 22,308 )

Net cash provided by operating activities

71,438 36,680 6,850

CASH FLOWS FROM INVESTING ACTIVITIES:

25 unchanged sentences

Stock-based compensation capitalized to internal-use software $ 2,073 $ 2,259 $ 2,152

Net change in capitalized internal-use software development costs in accrued expenses $ — $ — $ 21

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

Unrealized net gain on marketable investment securities

$ 483 $ 1,058 $ 5,416

Net change to property and equipment (included in accounts payable / accrued liabilities) $ ( 259 ) $ 173 $ 208

Vesting of early exercised options $ — $ — $ 145

Asset retirement obligation $ 38 $ 34 $ 62

1 unchanged sentence

Contingent consideration, acquisition $ — $ — $ ( 1,795 )

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

Indemnity escrows, acquisition $ ( 3,128 ) $ — $ ( 3,081 )

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

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We began operations in 2011 and are incorporated in the state of Delaware.

Our headquarters are located in New York, New York.

Our headquarters are located in New York City.

As of January 31, 2026, we also lease additional office space in over 10 cities across North America, South America, Europe, Asia-Pacific, and the Middle East.

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Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments as facts and circumstances dictate.

As future events and their effects, including the uncertainty surrounding rapidly changing market and economic conditions from global or domestic macroeconomic and socioeconomic conditions such as, among others, instability in the banking and financial services sector, international and domestic supply chain risks, inflationary pressure, interest rate increases, declines in consumer confidence, international conflicts and domestic and foreign political unrest, that impact us and our customers, cannot be determined with precision, actual results could differ from those estimates and many of our estimates and assumptions have required increased judgement and carry a higher degree of variability and volatility.

As future events and their effects, including the uncertainty surrounding rapidly changing market and economic conditions from global or domestic macroeconomic and socioeconomic conditions such as, among others, instability in the banking and financial services sector, international and domestic supply chain risks, inflationary pressure, interest rate increases, declines in consumer confidence, international conflicts and domestic and foreign political unrest, that impact us and our customers, cannot be determined with precision, actual results could differ from those estimates and many of our estimates and assumptions have required increased judgment and carry a higher degree of variability and volatility.

Basic and Diluted Net Loss attributable to Braze, Inc.

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The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Our financial instruments include cash equivalents, marketable securities, accounts receivable, accounts payable, and other current assets and liabilities.

Our financial instruments include cash equivalents, marketable securities, derivative instruments, accounts receivable, accounts payable, and other current assets and liabilities.

At January 31, 2026 and 2025, the carrying amounts of accounts receivable, accounts payable, and other current assets and liabilities approximated fair values because of their short-term nature.

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We assess collectability by reviewing accounts receivable on a collective basis when similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues.

In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgements about the creditworthiness of customers based on ongoing credit evaluations.

In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations.

A receivable is considered past due if we have not received payment based on agreed-upon terms.

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Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities, and accounts receivable.

Restricted cash consists of letters of credit related to our leased properties.

Restricted cash consists of letters of credit related to our leased properties and funds held in escrow corresponding to acquisition related activities.

For cash, cash equivalents, restricted cash, and marketable securities, we are exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the consolidated balance sheets in excess of the Federal Deposit Insurance Corporation (“FDIC”) limits.

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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, 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, 2026, no customer accounted for more than 10% of our total accounts receivable balance.

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

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Capitalized amounts are recoverable through future revenue streams under all customer contracts.

Contract costs are amortized on a straight-line basis up to four years , which reflects the expected period of benefit of the performance obligation and may be longer than the initial contract period.

Contract costs are amortized on a straight-line basis up to five years , which reflects the expected period of benefit of the performance obligation and may be longer than the initial contract period.

We determined the estimated benefit period having considered both qualitative and quantitative factors, including the length of the subscription terms in our customer contracts and the anticipated life of our technology, among other such factors.

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Stock-Based Compensation

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 measure and recognize stock-based compensation expense for all stock-based payment awards granted to employees, directors, and non-employees, based on the award’s fair value as determined on the date of grant.

The fair value of Restricted Stock Units (“RSUs”), restricted stock, and Performance Stock Units (“PSUs”) are determined by the closing price on the date of grant of the Company’s Class A common stock, as reported on The Nasdaq Global Select Market.

The Company estimates the fair value of the rights to acquire stock under the Employee Stock Purchase Plan using the Black-Scholes-Merton option pricing model.

The determination of the grant date fair value using an option-pricing model is affected by the estimated fair value of the Company’s Class A common stock as well as assumptions regarding a number of other complex and subjective variables including the expected stock price volatility over the expected term of the award and the risk-free interest rate for the expected term of the award.

The expected stock price volatility is based on an average of the historical volatility of the Company’s Class A common stock over the expected term.

Historically, Offerings have been approximately eleven months with two distinct purchase periods.

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.

Stock-based compensation for PSUs is amortized under the accelerated attribution method and may be adjusted over the vesting period based on interim estimates of performance against pre-determined objectives.

PSUs will vest upon achievement of specified performance targets and subject to continuous service through the applicable vesting dates.

The compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied.

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 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 estimate our forfeitures rate primarily 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 behavior.

Investment Income

25 unchanged sentences

In the event we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance that would reduce the provision for income taxes.

Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, we would charge an adjustment to the valuation allowance to earnings in the period when such determination is made.

Conversely, in the event that all or part of the net

deferred tax assets are determined not to be realizable in the future, we would charge an adjustment to the valuation allowance to earnings in the period when such determination is made.

As of January 31, 2026, we recorded a full valuation allowance in jurisdictions where we had net deferred tax assets, which consist of net operating loss carryforwards and other basis differences, as we have concluded that it is more likely than not that our deferred tax assets will not be realized.

24 unchanged sentences

No goodwill impairment charges have been recorded for any period presented.

Restructuring

Restructuring costs generally include significant actions involving employee-related severance payments, benefits, and certain facilitation costs, associated with our workforce reductions.

Employee-related severance charges are largely based upon substantive severance plans, while some are mandated requirements in certain foreign jurisdictions.

Severance costs generally include severance payments, health insurance coverage, and legal costs.

These charges are reflected in the period when both the actions are probable, at the balance sheet date, and the amounts are reasonably estimable.

Derivative Financial Instruments

When deemed appropriate, we will use derivative instruments to manage exposure to fluctuation in market risks primarily associated with cash flows denominated in foreign currencies.

We do not use derivative instruments for trading or speculative purposes.

For our forward exchange contracts that have been designated and qualify as cash flow hedges, the derivative instruments are carried at fair value in our consolidated balance sheets, primarily in the following line items, as applicable:

prepaid expenses and other current assets, other assets, accrued expenses and other current liabilities, and other long-term liabilities.

The gains and losses that result from changes in fair value of the derivative instruments for hedges that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income and are reclassified to earnings in the same period as the underlying hedged item affects earnings.

The reclassification from accumulated other comprehensive income is to the same line item on the consolidated statements of operations to which the hedged items are

recorded, typically expected to be within operating expenses.

If applicable, the changes in the fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized in earnings.

For derivative instruments that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction.

In addition, we formally assess, both at inception and quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in the cash flows of the related underlying exposures.

We determine the fair value of our derivatives based on quoted market prices or pricing models using current interest rates.

The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above.

The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as foreign currency exchange rates.

We do not view the fair values of our derivatives in isolation but rather in relation to the cash flows of the underlying hedged transactions.

Virtually all of our derivatives are straightforward over-the-counter instruments with liquid markets.

Recently Adopted Accounting Pronouncements

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.

In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-12, Derivatives and Hedging (Topic 815):

Targeted Improvements to Accounting for Hedging Activities, which made targeted improvements to the hedge accounting model with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements.

The Company adopted ASU 2017-12 as of the three months ended April 30, 2025.

The adoption of ASU 2017-12 coincided with the first period of derivative related activities within the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which intends to increase the transparency of income tax disclosures.

Under the new guidance, entities must categorize and provide greater disaggregation of information in the rate reconciliation.

They must also further disaggregate income taxes paid.

For public business entities, it is effective for annual periods beginning after December 15, 2024.

The Company adopted this standard on a prospective basis in its consolidated financial statements for the year ended January 31, 2026.

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

Refer to Note 15, Income Taxes, to the consolidated financial statements for further details.

Recently Issued Accounting Pronouncements Not Yet Adopted

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

2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, (“ASU 2023-09”), which requires public business entities on an annual basis to disclose specific categories in a tabular rate reconciliation and provide additional information for reconciling items that meet a five percent quantitative threshold.

Additionally, the ASU requires all entities to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions where income taxes paid are equal to or greater than five percent of total income taxes paid.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and the updated should be applied on a prospective basis, with a retrospective

application permitted in the financial statements.

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

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

In November 2024, the FASB issued ASU No.

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

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

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development stages (referred to as “project stages”) throughout Subtopic 350-40.

The standard requires entities to start capitalizing software costs when both of the following occur:

(i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

This standard is effective for the Company for the annual and interim periods beginning January 1, 2028, with early adoption permitted.

The Company is currently evaluating the impacts of ASU 2025-06 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls.

In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, which makes targeted improvements to the hedge accounting model.

The amendments address five specific areas, including expanding the hedged risks permitted to be aggregated in groups of forecasted transactions, introducing an optional model for hedging choose-your-rate debt instruments, expanding hedge accounting for forecasted purchases and sales of nonfinancial assets, eliminating the net written option test in certain instances, and eliminating recognition and presentation mismatches for dual hedge strategies.

The standard is effective for the Company for annual periods beginning January 1, 2027, and interim periods within those annual periods, with early adoption permitted.

The Company does not expect this guidance to have a material impact on its consolidated financial statements.

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.

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Unbilled Accounts Receivable

Unbilled accounts receivable included in trade accounts receivable, net, which generally arise from our contractual right to bill our customers in advance of services on the contract effective date, were $ 1.6 million and $ 1.5 million as of January 31, 2025 and January 31, 2024, respectively.

Unbilled accounts receivable is included in trade accounts receivable, net, which generally arise from our contractual right to bill our customers in advance of services on the contract effective date, were $ 3.3 million and $ 1.6 million as of January 31, 2026 and January 31, 2025, respectively.

Contract Balances

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The change in deferred revenue for all periods presented primarily reflects cash payments received during the period for which the performance obligation was not satisfied prior to the end of the period, partially offset by revenues recognized during the period.

Revenue recognized during the fiscal year ended January 31, 2025, 2024, and 2023 from amounts included in deferred revenue at the beginning of each respective period was $ 204.1 million, $ 165.6 million, and $ 126.1 million, respectively.

Revenue recognized during the fiscal years ended January 31, 2026, 2025, and 2024 from amounts included in deferred revenue at the beginning of each respective period was $ 239.7 million, $ 204.1 million, and $ 165.6 million, respectively.

Credit Losses

13 unchanged sentences

January 31, 2025

$ 793.1 $ 505.2 $ 287.9

April 30, 2025

829.3 522.2 307.1

July 31, 2025

862.2 558.2 304.0

October 31, 2025

891.4 572.7 318.7

January 31, 2026

7 unchanged sentences

As of January 31, 2026, the liability balance was $ 2.2 million.

The issuance of stock options does not impact our majority stake in Braze KK, as none of the vesting criteria of the options were met as of the balance sheet date.

The issuance of stock options does not impact our majority stake in Braze KK, as the vesting criteria of the options were not met as of the balance sheet date.

The issuance of stock options did not result in a reconsideration event and therefore Braze KK still met the criteria of a Variable Interest Entity as Braze KK did not have sufficient equity at risk to finance their activities.

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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.

3 unchanged sentences

Balance as of January 31, 2025

Net loss attributable to redeemable non-controlling interest ( 304 )

Net gain attributable to redeemable non-controlling interest

Balance as of January 31, 2026

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Property and equipment, net 89 73

Operating lease right-of-use assets

Deferred contract costs 1,580 1,267

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Deferred revenue 8,362 5,306

Operating lease liabilities, current

Total liabilities $ 13,544 $ 8,430

Other long-term liabilities — 374

Total liabilities $ 8,430 $ 8,140

Fair Value Measurements

11 unchanged sentences

Total marketable securities 189,238 98,342 — 287,580

Derivative Instruments

Cash flow hedges — 409 — 409

Total financial assets $ 231,776 $ 98,751 $ — $ 330,527

Derivative Instruments

Cash flow hedges $ — $ ( 25 ) $ — $ ( 25 )

Total liabilities

$ — $ ( 25 ) $ — $ ( 25 )

January 31, 2025

9 unchanged sentences

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

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.

Our money market funds and financial instruments are classified as Level 1 within the fair value hierarchy, because they are valued using quoted prices in active markets as of January 31, 2026 and January 31, 2025.

Financial instruments, including derivative 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.

Prices of these securities are obtained through independent, third-party pricing services and include market quotations that may include both observable and unobservable inputs.

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The estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain, and involve significant judgments by management.

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

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.

The Company reduced the contingent consideration liability related to the acquisition of North Star Y, Pty Ltd to zero as it was determined that the sellers did not satisfy the earn-out qualifications.

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

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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):

January 31, 2025

Continuous Unrealized Loss for Greater than 12 months

Estimated Fair Value Gross Unrealized Losses

government securities $ 46,442 $ ( 22 )

Total $ 46,442 $ ( 22 )

No individual security incurred continuous unrealized losses for greater than 12 months as of January 31, 2026.

January 31, 2025

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government securities $ 46,442 $ ( 22 )

Corporate debt securities

30,183 ( 124 )

Total $ 46,442 $ ( 22 )

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The unrealized losses recognized on marketable available-for-sale debt securities as of January 31, 2026 was primarily related to the continued market volatility associated with market expectations in the current interest rate environment.

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 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 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):

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

Fiscal Year Ended January 31,

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The total depreciation expense and amortization expense for property and equipment was $ 11.2 million, $ 10.0 million, and $ 5.5 million, during the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

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.

In the fiscal year ended January 31, 2026, the Company wrote off $ 2.1 million of fixed assets.

The remaining movement relates to the impact of foreign currency exchange rate fluctuations.

In the fiscal year ended January 31, 2025, the Company wrote off $ 2.9 million of fixed assets, which had a net book value of $ 0.7 million.

In the fiscal year ended January 31, 2024, the Company removed $ 1.0 million of fixed assets, which had a minimal net impact on the Company’s consolidated financial results.

We capitalized internal-use software of $ 5.8 million, $ 6.1 million and $ 5.7 million during the fiscal years ended January 31, 2026, 2025, and 2024 respectively.

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Investment interest receivable 3,158 4,572

Consumption tax receivable 2,156 1,606

Tax receivables

Prepaid employee benefits 1,504 920

Prepaid deposits

Prepaid professional services 994 644

Prepaid office related expenses 819 1,485

Derivative instruments 409 —

Other 2,454 2,829

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ESPP payable 759 612

Derivative instruments 25 —

Other 3,448 2,399

Total accrued expenses and other current liabilities

$ 95,023 $ 64,189

Employee Benefit Plans

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Class A and Class B Common Stock

The Company has two classes of common stock, Class A and Class B.

The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights.

Each share of Class A common stock is entitled to one vote.

Each share of Class B common stock is entitled to ten votes and may be converted at the option of the holder into one share of Class A common stock.

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.

Prior to January 30, 2026, the Company had two classes of common stock, Class A and Class B.

On January 30, 2026, pursuant to the terms of the Company’s Eighth Amended and Restated Certificate of Incorporation, each outstanding share of Class B common stock automatically converted into one share of Class A common stock (the "Conversion").

On January 30, 2026, the Company filed a certificate of retirement with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the Conversion.

Upon the effectiveness of the certificate of retirement, the Company (i) reduced the total number of authorized shares of the capital stock of the Company by 110,000,000 , such that the total number of authorized shares of the Company is 2,010,000,000 , consisting of (x) 2,000,000,000 shares of Class A common stock, and (y) 10,000,000 shares of preferred stock, and (ii) reduced the number of authorized shares of Class B common stock by 110,000,000 , such that the number of authorized shares of Class B common stock is zero.

Charitable Contributions

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At effectiveness, we reserved 25,660,249 shares of our Class A common stock to be issued under the 2021 Plan.

In addition, the number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, in an amount equal to (1) 5 % of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase.

In addition, the number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, in an amount equal to (1) 5 % of the total number of shares of our Class A common stock outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase.

On February 1, 2025, the number of shares of our Class A common stock reserved for issuance under our 2021 Plan increased by an additional 5,197,568 shares.

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Aggregate intrinsic value of options exercised during each respective period (in millions) $ 35.75 $ 34.97 $ 72.85

Restricted Stock Units

The following table summarizes unvested RSU award activity and related information:

Restricted Stock, Restricted Stock Units, and Performance Stock Units

The following table summarizes unvested RSU and PSU award activity and related information:

Shares Weighted-Average Grant Date Fair Value

1 unchanged sentence

Granted 5,590,648 $ 31.75

Replacement awards issued in connection with acquisition 1,888,172 $ 36.52

Vested ( 2,806,509 ) $ 38.34

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RSUs typically vest on a quarterly basis or have a one year cliff vesting period with quarterly vesting thereafter.

PSUs granted to key executive employees 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 requisite service vesting period.

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

In connection with the OfferFit, Inc.

(“OfferFit”) acquisition, the Company issued replacement stock awards in the form of restricted stock.

The restricted stock had a total fair value of approximately $ 70.8 million based on the quoted price of the stock on the acquisition date.

A portion of the restricted stock was attributed to consideration transferred and was recorded in additional paid-in capital on the consolidated statements of redeemable non-controlling interest and stockholders’ equity in the fiscal quarter ended July 31, 2025.

The portion of the restricted stock attributable to post-combination service will be recognized as stock-based compensation expense over the remaining vesting period.

Employee Stock Purchase Plan

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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.

The number of shares of our Class A common stock reserved for issuance will automatically increase on February 1 of each year for a period of ten years , beginning on February 1, 2022 and continuing through February 1, 2031, by the lesser of (i) 1 % of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31;

and (ii) 2,737,000 shares, except before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii) above.

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As of January 31, 2026, total compensation cost not yet recognized related to unvested equity awards and the weighted-average remaining period over which these costs are expected to be realized were as follows:

Stock Options RSUs

Stock Options Restricted Stock, RSUs, PSUs

Unrecognized compensation costs (in thousands) $ 1,354 $ 218,621

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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 $ 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.

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 $ 1.4 million and $ 2.9 million as of January 31, 2026 and 2025, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets.

Legal Contingencies

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The future maturities of the Company’s operating lease liabilities by fiscal year are as follows (in thousands):

2026 $ 18,174

Thereafter 27,737

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Loss before provision for income taxes $ ( 128,161 ) $ ( 100,602 ) $ ( 128,472 )

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:

We adopted ASU 2023-09 "Income Taxes (Topic 740):

Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended January 31, 2026.

The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.

federal statutory tax amount and rate to our actual global effective amount and rate for the year ended January 31, 2026 (in thousands, except rates):

Fiscal Year Ended January 31, 2026

Amount Percent

Statutory income tax expense

$ ( 26,914 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

( 1,264 ) 1.0 %

Foreign tax effects

Canada - share-based payment disallowance 1,637 ( 1.3 ) %

Other adjustments 182 ( 0.1 ) %

Other foreign jurisdictions 1,124 ( 0.9 ) %

Effects of cross-border tax laws:

Global intangible low-taxed income (GILTI) 1,619 ( 1.3 ) %

Other 255 ( 0.2 ) %

Research and development credit ( 3,870 ) 3.0 %

Changes in valuation allowances 10,942 ( 8.5 ) %

Nontaxable or nondeductible items:

Executive compensation limitation

8,843 ( 6.9 ) %

Stock-based compensation

5,143 ( 3.9 ) %

Nondeductible transaction costs

1,267 ( 1.0 ) %

Other 940 ( 0.7 ) %

Changes in unrecognized tax benefits 1,994 ( 1.6 ) %

Other adjustments 727 ( 0.6 ) %

Effective tax $ 2,625 ( 2.0 ) %

(1) The jurisdictions that contribute to the majority of the tax effect in this category are New York and California.

The following table presents the required disclosures prior to our adoption of ASU 2023-09.

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,

Statutory income tax expense 21.0 % 21.0 %

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Tax credits 8.6 % 4.1 %

Uncertain tax benefits

Changes in unrecognized tax benefits

( 6.0 ) % — %

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Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing, and amount of which are uncertain.

Due to our history of losses, we believe that it is not more likely than not that jurisdictions where we have net deferred tax assets can be realized as of January 31, 2025.

Due to our history of losses, we believe that it is not more likely than not that the deferred tax assets will be realized as of January 31, 2026, for jurisdictions that are in a net deferred tax asset position.

Accordingly, we have recorded a full valuation allowance against these respective net deferred tax assets.

The valuation allowance increased by $ 10.9 million, and $ 28.4 million, during the fiscal years ended January 31, 2026, and 2025, respectively.

The change in the valuation allowance for the year ended January 31, 2026 includes a partial release of the valuation allowance of $ 2.9 million in connection with the acquisition of Offerfit.

The net deferred tax liability from the acquisition provided a source of additional income to support the realizability of our pre-existing deferred tax assets and, as a result, we released a portion of our valuation allowance.

The Company has not provided for U.S.

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Additions based on tax positions related to current year

1,982 2,540 —

Reductions for tax positions of prior years — — —

1 unchanged sentence

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision.

As of January 31, 2026, the amounts of interest and penalties recognized were immaterial.

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

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However, amounts reported as NOLs from these prior tax periods also remain subject to review by most tax authorities.

Cash Taxes Paid

We adopted ASU 2023-09 on a prospective basis for the fiscal year ended January 31, 2026, and have included the following table as a result of our adoption, which presents income taxes paid (net of refunds received) for the fiscal year ended January 31, 2026 (in thousands):

Fiscal Year Ended January 31, 2026

Federal taxes $ —

State taxes 65

Foreign taxes:

Singapore 839

Total cash taxes paid $ 3,896

Below is a summary of income taxes paid for the fiscal years ended January 31, 2025 and 2024 (in thousands):

Fiscal Year Ended January 31,

Cash paid during the year for:

Income taxes, net of refunds $ 2,945 $ 309

Net Loss per Share

We compute the basic and diluted net loss per share of our Class A common stock and Class B common stock.

The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights.

Accordingly, the Class A common stock and Class B common stock share in the Company’s net loss.

We compute the basic and diluted net loss per share of our Class A common stock and our previously outstanding Class B common stock.

The rights, including the liquidation and dividend rights, of the Class A common stock and the previously outstanding Class B common stock are substantially identical, other than voting rights.

Accordingly, the Class A common stock and the previously outstanding Class B common stock share in the Company’s net loss.

On January 30, 2026, the shares of Class B common stock that converted to Class A common stock were retired and will not be reissued by us.

The following table sets forth the computation of basic and diluted net loss per share attributable to Braze, Inc.

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2026 2025 2024

Replacement shares issued in connection with acquisition 1,888 — —

Options to purchase common stock 3,332 5,081 6,121

Restricted stock units 6,044 6,264 4,626

Restricted stock units and performance stock units

7,888 6,044 6,264

ESPP shares estimated to be purchased 148 113 92

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We have purchased services from Datadog, Inc.

in the aggregate amount of approximately $ 3.5 million during the fiscal year ended January 31, 2025.

in the aggregate amount of approximately $ 3.8 million during the fiscal year ended January 31, 2026, of which $ 0.1 million was included within accrued expenses and other current liabilities on the consolidated balance sheets.

We have purchased $ 3.5 million and $ 2.5 million during the fiscal years ended January 31, 2025 and 2024, respectively.

Restructuring

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

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.

Derivative Financial Instruments

The Company will use derivative instruments, specifically foreign currency forward contracts, to hedge certain portions of forecasted cash flows denominated in foreign currencies.

The foreign currency forward contracts have maturities of 12 months or less.

The fair value of the derivatives are disclosed on a gross basis on the consolidated balance sheets.

Unrealized foreign exchange gains or losses related to those designated cash flow hedge contracts are recorded in accumulated other comprehensive income and are reclassified into the consolidated statements of operations in the same period when the hedged transaction is recognized in earnings.

Cash flows from the settlement of these forward contracts are classified as operating activities on the consolidated statements of cash flows.

As of January 31, 2026, the Company had designated cash flow hedge forward contracts with sell notional amounts equivalent to $ 21.7 million.

The Company will discontinue the cash flow hedges in the event it becomes probable that the underlying forecasted hedged transaction will not occur.

The Company did not discontinue any cash flow hedges in the fiscal year ended January 31, 2026.

The Company does not anticipate any such discontinuance in the normal course of business.

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets (in thousands):

Prepaid expenses and other current assets

Cash flow hedges (1)

Accrued expenses and other current liabilities

Cash flow hedges (1)

Total $ 384 $ —

(1) The Company did not have any active derivative financial instruments in the fiscal year ended January 31, 2025.

The following table presents the impact that changes in fair values of derivatives designated as cash flow hedges had on other comprehensive income, accumulated other comprehensive income, and earnings (in thousands):

Gain (Loss) on

Balance at January 31, 2025 (1)

Other comprehensive income before reclassifications 1,328

Amounts reclassified from accumulated other comprehensive income (loss) to operating expenses

Balance at January 31, 2026

(1) The Company did not have any active derivative financial instruments in the fiscal year ended January 31, 2025.

Business Combination

Acquisition of OfferFit, Inc.

On June 2, 2025 the Company acquired OfferFit, Inc.

The acquisition was intended to deepen the integration of OfferFit’s multi-agent decisioning engine into Braze’s Customer Engagement Platform.

The total adjusted preliminary purchase price consideration of $ 302.9 million consisted of cash payments of $ 195.3 million, and $ 107.6 million in issuances of Braze Class A common stock.

As of January 31, 2026, the total adjusted purchase price consideration totaled $ 303.2 million due to measurement period adjustments totaling $( 5.9 ) million.

The preliminary purchase price was allocated to the assets acquired and liabilities assumed based on the Company’s best estimate of the fair value at the acquisition date.

The Company recognized the estimated fair value of $ 2.9 million of net tangible assets.

The preliminary purchase price was allocated to intangible assets in the amount of $ 66.6 million and goodwill in the amount of $ 233.4 million based on the respective estimated fair values.

The intangible assets acquired in the business combination were developed technology, $ 56.7 million, customer relationships, $ 9.0 million, and trademarks, $ 0.9 million.

The developed technology was valued using an excess earnings method and the key assumptions include the estimates of forecasted sales to be generated from the acquired business, expected obsolescence rate, and technology related expenses.

The Company began amortizing the acquired technology on the date of acquisition over a period of six years on a straight-line basis.

The amortization expense is recorded to cost of revenue in the consolidated statements of operations.

The customer relationships were valued using the with-and-without method and the key assumptions included the forecasted amount of time and expenses required to recreate the existing customer base.

The Company began amortizing the customer relationships on the date of acquisition over a period of six years on a straight-line basis.

The amortization expense is recorded to sales and marketing expenses in the consolidated statements of operations.

The trademarks were valued using the relief of royalty method and the key assumptions include the forecasted sales to be generated from the acquired business and a comparable royalty rate.

The Company began amortizing the trademarks on the date of the acquisition over a period of two years on a straight-line basis.

To align with the announcement of the rebranding of the OfferFit name, in the third quarter of the fiscal year ended January 31, 2026, the Company adjusted the amortization period of the trademarks to one year .

The amortization expense is recorded to sales and marketing expenses in the consolidated statements of operations.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets and liabilities acquired is recorded as goodwill.

The goodwill is primarily attributable to expected synergies to the Company’s ongoing Artificial Intelligence initiatives.

The resulting goodwill is not deductible for income tax purposes.

Several indemnification escrows, maintained at an escrow agent, of cash and stock in the total amount of $ 6.0 million, were recorded within accrued expenses and other current liabilities on the consolidated balance sheets.

The indemnification accounts represent security for potential indemnification claims against the seller.

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

A working capital escrow amount of cash and stock in the total amount of $ 1.5 million, inclusive of a $ 0.2 million measurement period adjustment recorded during the fiscal quarter ended October 31, 2025, had been held at an escrow agent and was previously reflected within accrued expenses and other current liabilities on the consolidated balance sheets.

As of October 31, 2025, the working capital escrow was released in full.

Acquisition-related costs totaled $ 12.0 million for the fiscal year ended January 31, 2026, respectively.

These costs are expensed as incurred.

Acquisition-related costs are presented within general and administrative expenses in the consolidated statements of operations.

The results of operations of OfferFit 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, 2026.

Acquisition of North Star Y, Pty Ltd

On June 1, 2023, the Company acquired all the outstanding stock of North Star Y, Pty Ltd (“North Star”), Braze’s exclusive reseller in Australia and New Zealand.

The transaction provides Braze with a direct market presence in Australia and New Zealand, along with local market expertise from the North Star team.

The total purchase price consideration, as adjusted, of $ 26.8 million consisted of cash payments of $ 20.6 million, $ 6.1 million in issuances of Braze Class A common stock, and contingent consideration payments, the fair value of which was $ 1.8 million as of the acquisition date.

The sellers are eligible to receive cash earn-out payments calculated based on qualified revenue performance metrics for the two individual twelve month periods immediately subsequent to the closing of the acquisition.

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 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 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 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.

In the fiscal year ended January 31, 2025, the Company reduced the contingent consideration liability to zero as it was determined that the sellers did not satisfy the earn-out qualifications.

Intangible Assets, Net

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Amortizable intangible assets

Customer relationships $ 3,119 $ ( 520 ) $ 2,599 10 years

Restrictive covenant relationships 186 ( 155 ) 31 2 years

Customer relationships

North Star Y, Pty Ltd $ 3,119 $ ( 832 ) $ 2,287 10 years

OfferFit, Inc 9,000 ( 1,000 ) 8,000 6 years

Trademark 900 ( 600 ) 300 1 year

Technology 56,700 ( 6,300 ) 50,400 6 years

Total amortizable intangible assets 69,719 ( 8,732 ) 60,987

6 unchanged sentences

Customer relationships $ 3,119 $ ( 520 ) $ 2,599 10 years

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

Restrictive covenant relationships 186 ( 155 ) 31 2 years

Trademark 465 ( 465 ) — 1 year

2 unchanged sentences

Technology licenses $ 500 $ — $ 500 n/a

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.

Total intangible assets, net $ 4,270 $ ( 1,140 ) $ 3,130

Intangible amortization expense was approximately $ 8.2 million, $ 0.6 million and $ 0.6 million for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

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

2027 $ 11,562

Thereafter 4,377

2 unchanged sentences

Balance at January 31, 2025

Acquisition related adjustments

OfferFit acquisition and related adjustments 233,409

Balance at January 31, 2026

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.

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 (the “CODM”) 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 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.

13 unchanged sentences

In March 2026, the Company granted RSUs for a total of 4,989,322 shares of Class A common stock to employees pursuant to the 2021 Plan.

The RSUs vest over a service period of approximately three years.

The RSUs vest over a service period of approximately four years .

The grant date fair value of these awards was $ 94.2 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.

In March 2026, the Company granted Performance Stock Units for a target amount of 387,270 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.

2 unchanged sentences

The grant date fair value of these awards was $ 7.3 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.

In March 2026, our board of directors authorized the repurchase of up to $ 100.0 million in shares of our outstanding common stock, which may include repurchases of up to $ 50.0 million through the use of an accelerated share repurchase

The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors.

Repurchases may be made through open market purchases and accelerated share repurchases.

The exact number of shares to be repurchased by us, if any, is not guaranteed.

Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.

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