What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-31 · 36 added, 24 removed, 148 unchanged (29% of the section changed)

4 unchanged sentences

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, 2026, 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.

Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of January 31, 2026 because of the material weakness in our internal control, discussed below.

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.

2 unchanged sentences

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).

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Management’s evaluation of internal control over financial reporting as of January 31, 2026, excluded OfferFit (now known as AI Decisioning Studio), which was acquired on June 2, 2025.

Total assets (excluding acquired goodwill and intangible assets) and total revenues related to AI Decisioning Studio represented approximately 1.4% and 1.8% of our consolidated total assets and total revenues as of and for the fiscal year ended January 31, 2026, respectively.

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, 2026, 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.

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 in accordance with accounting principles generally accepted in the United States of America 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.

Further, our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting, which is included in Item 8 elsewhere in this Annual Report on Form 10-K.

Material Weakness

2 unchanged sentences

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;

• 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.

Management is committed to the planning and implementation of remediation efforts to address this material weakness, and significant progress has been made to date.

These remediation efforts, summarized below, which have been implemented, or are in process of implementation, are intended to both address the identified material weaknesses and to enhance our overall financial control environment.

In particular, we have:

• Enhanced controls and procedures over user access and program change management;

• Strengthened our systems and IT compliance functions through targeted hiring, staff training and implementation of new IT policies;

• Hired additional personnel to assist in control documentation and oversight;

• Engaged an external advisor to assist with control documentation, gap analysis and remediation monitoring.

Remediation of the control deficiencies that aggregate to the material weakness will conclude once the controls and related documentation are consistently executed for a sufficient period of time and are determined to be effective, through formal testing.

While, we currently expect this to be completed during the fiscal year ending January 31, 2027, due to the time required for implementation, testing and validation, we cannot guarantee when full remediation will be achieved.

We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures.

As we continue to evaluate and work to improve our internal control over financial reporting, our management may determine to take additional remediation measures beyond those outlined above.

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.

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 quarter ended January 31, 2026 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

1 unchanged sentence

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

must be considered relative to their costs.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls 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.

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.

On January 2, 2026 , Isabelle Winkles , our Chief Financial Officer , 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 124,721 shares of our Class A common stock and all the shares received upon the settlement of 83,224 outstanding restricted stock unit awards during the duration of the plan, excluding any shares withheld or sold by the Company to satisfy its income tax withholding and remittance obligations in connection with the settlement of such equity award, in certain cases, subject to the satisfaction of specified price conditions.

The plan will terminate on January 15, 2027 , subject to early termination for certain specified events set forth in the plan.

On January 15, 2026 , Jon Hyman , our Chief Technology Officer , 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 655,000 shares of our Class A common stock and all the shares received upon the settlement of 81,926 outstanding restricted stock unit awards during the duration of the plan, excluding any shares withheld or sold by the Company to satisfy its income tax withholding and remittance obligations in connection with the settlement of such equity award, in certain cases, subject to the satisfaction of specified price conditions.

The plan will terminate on December 31, 2026 , subject to early termination for certain specified events set forth in the plan.

32 unchanged sentences

November 23, 2021

3.1 Certificate of Retirement of Class B Common Stock of Braze, Inc.

8-K 001-41065 3.1 February 2, 2026

3.2 Amended and Restated Bylaws of Braze, Inc.

10 unchanged sentences

10.3.2+ PSU Award Grant Notice.

001-41065 10.3.2 March 31, 2025

10.4+ 2021 Employee Stock Purchase Plan .

14 unchanged sentences

S-1/A 333-260428 10.9 November 8, 2021

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.

7 unchanged sentences

001-41065 10.16 March 31, 2023

Transition, Separation and Release Agreement between Braze, Inc.

and Myles Kleeger.

10.1 February 3, 2025

10.15*+ Offer Letter, by and between Braze, Inc.

and Astha Malik, dated April 28, 2022

10.16*+ Offer Letter, by and between Braze, Inc.

and Edward McDonnell, dated April 16, 2025

19.1 Insider Trading Policy.

001-41065 19.1 March 31, 2025

21.1* List of Subsidiaries of the Company.

22 unchanged sentences

William Magnuson

Chief Executive Officer

President and Chief Executive Officer

POWER OF ATTORNEY

2 unchanged sentences

/s/ William Magnuson

Chief Executive Officer and Director

(Principal Executive Officer)

March 31, 2025

President and Chief Executive Officer

(Principal Executive Officer) March 24, 2026

William Magnuson

25 unchanged sentences

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 9A. Controls and Procedures