Braze, Inc. 10-K

Item 8. Financial Statements and Supplementary Data BRAZE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PAGE Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 63 Consolidated Balance Sheets at January 31, 2026 and 2025 67 Consolidated Statements of Operations for the years ended January 31, 2026, 2025, and 2024 68 Consolidated Statements of Comprehensive Loss for the years ended January 31, 2026, 2025, and 2024 69 Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity for the years ended January 31, 2026, 2025, and 2024 70 Consolidated Statements of Cash Flows for the years ended January 31, 2026, 2025, and 2024 71 Notes to Consolidated Financial Statements 73 62 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Braze, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Braze, Inc. (the Company) as of January 31, 2026 and 2025, 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, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 24, 2026 expressed an adverse opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. 63 Table of Contents Revenue Recognition Description of the Matter During the year ended January 31, 2026, the Company recognized revenue of $738.2 million and recorded deferred revenue of $304.6 million as of January 31, 2026. As discussed in Note 2 to the consolidated financial statements, the Company derives revenue primarily from subscriptions to their platform, including associated support, and professional services. 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 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 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. 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 We have served as the Company’s auditor since 2019. New York, New York March 24, 2026 64 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Braze, Inc. Opinion on Internal Control Over Financial Reporting We have audited Braze, Inc.’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Braze, Inc. (the Company) has not maintained effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in controls related to the operation of information technology (IT) general controls for IT applications supporting the Company’s internal control over financial reporting. 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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 65 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New York March 24, 2026 66 Table of Contents BRAZE, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) January 31, 2026 2025 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 124,342 $ 83,062 Restricted cash, current 566 — Accounts receivable, net of allowance of $ 1,934 and $ 2,563 at January 31, 2026 and January 31, 2025, respectively 122,350 95,234 Marketable securities 287,580 430,457 Prepaid expenses and other current assets 33,088 35,273 Total current assets 567,926 644,026 Restricted cash, noncurrent 3,430 530 Property and equipment, net 43,517 38,550 Operating lease right-of-use assets 72,011 76,147 Deferred contract costs 100,738 76,766 Goodwill 261,857 28,448 Intangible assets, net 61,487 3,130 Other assets 2,791 3,401 TOTAL ASSETS $ 1,113,757 $ 870,998 LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,562 $ 2,150 Accrued expenses and other current liabilities 95,023 64,189 Deferred revenue 304,560 239,976 Operating lease liabilities, current 19,269 18,162 Total current liabilities 420,414 324,477 Operating lease liabilities, noncurrent 63,385 69,278 Other long-term liabilities 5,802 2,494 TOTAL LIABILITIES 489,601 396,249 COMMITMENTS AND CONTINGENCIES (Note 13) Redeemable non-controlling interest (Note 4) 389 ( 112 ) STOCKHOLDERS’ EQUITY Class A common stock, $ 0.0001 par value; 2,000,000,000 and 2,000,000,000 shares authorized as of January 31, 2026 and January 31, 2025, respectively; 112,770,651 and 87,934,059 shares issued and outstanding as of January 31, 2026 and January 31, 2025, respectively 11 8 Class B common stock, $ 0.0001 par value; 0 and 110,000,000 shares authorized as of January 31, 2026 and January 31, 2025, respectively; 0 and 16,017,314 shares issued and outstanding as of January 31, 2026 and January 31, 2025, respectively — 2 Additional paid-in capital 1,340,091 1,062,613 Accumulated other comprehensive gain (loss) 1,788 ( 926 ) Accumulated deficit ( 718,123 ) ( 586,836 ) TOTAL STOCKHOLDERS’ EQUITY 623,767 474,861 TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY $ 1,113,757 $ 870,998 The accompanying notes are an integral part of these consolidated financial statements. 67 Table of Contents BRAZE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Fiscal Year Ended January 31, 2026 2025 2024 Revenue $ 738,182 $ 593,410 $ 471,800 Cost of revenue 242,525 183,191 147,527 Gross Profit 495,657 410,219 324,273 Operating expenses: Sales and marketing 327,012 282,316 247,125 Research and development 167,143 133,969 119,863 General and administrative 146,259 116,093 101,977 Total operating expenses 640,414 532,378 468,965 Loss from operations ( 144,757 ) ( 122,159 ) ( 144,692 ) Other income, net 16,596 21,557 16,220 Loss before provision for income taxes ( 128,161 ) ( 100,602 ) ( 128,472 ) Provision for income taxes 2,625 3,445 1,957 Net loss ( 130,786 ) ( 104,047 ) ( 130,429 ) Net income (loss) attributable to redeemable non-controlling interest 501 ( 304 ) ( 1,263 ) Net loss attributable to Braze, Inc. $ ( 131,287 ) $ ( 103,743 ) $ ( 129,166 ) Net loss per share attributable to Braze, Inc. common stockholders, basic and diluted $ ( 1.22 ) $ ( 1.02 ) $ ( 1.32 ) Weighted-average shares used to compute net loss per share attributable to Braze, Inc. common stockholders, basic and diluted 107,906 102,189 98,096 The accompanying notes are an integral part of these consolidated financial statements. 68 Table of Contents BRAZE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Fiscal Year Ended January 31, 2026 2025 2024 Net loss $ ( 130,786 ) $ ( 104,047 ) $ ( 130,429 ) Other comprehensive income: Change in foreign currency translation adjustments 1,847 ( 806 ) 230 Unrealized gains on marketable securities 483 1,058 5,416 Unrealized gains on derivatives 384 — — Other comprehensive income, net 2,714 252 5,646 Comprehensive loss, net ( 128,072 ) ( 103,795 ) ( 124,783 ) Less: comprehensive income (loss), net, attributable to redeemable non-controlling interest 501 ( 304 ) ( 1,263 ) Comprehensive loss attributable to Braze, Inc. $ ( 128,573 ) $ ( 103,491 ) $ ( 123,520 ) The accompanying notes are an integral part of these consolidated financial statements. 69 Table of Contents BRAZE, INC. CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY (in thousands) Redeemable Non-controlling Interest Class A and Class B Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Shares Amount Balance at January 31, 2023 $ 1,455 95,975 $ 10 $ 806,044 $ ( 353,927 ) $ ( 6,824 ) $ 445,303 Issuance of common stock for options exercised — 1,955 — 7,263 — — 7,263 Issuance of common stock under employee stock purchase plan — 234 — 6,011 — — 6,011 Vesting of restricted stock units — 1,760 — — — — — Stock-based compensation — — — 99,293 — — 99,293 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. — — — — ( 129,166 ) — ( 129,166 ) Balance at January 31, 2024 $ 192 100,210 $ 10 $ 928,494 $ ( 483,093 ) $ ( 1,178 ) $ 444,233 Issuance of common stock for options exercised — 990 — 6,906 — — 6,906 Issuance of common stock under employee stock purchase plan — 234 — 7,705 — — 7,705 Vesting of restricted stock units — 2,421 — — — — — Stock-based compensation — — — 115,732 — — 115,732 Other comprehensive income — — — — — 252 252 Net loss attributable to redeemable non-controlling interests ( 304 ) — — — — — — Charitable donation of stock — 96 — 3,776 — — 3,776 Net loss attributable to Braze, Inc. — — — — ( 103,743 ) — ( 103,743 ) Balance at January 31, 2025 $ ( 112 ) 103,951 $ 10 $ 1,062,613 $ ( 586,836 ) $ ( 926 ) $ 474,861 Issuance of common stock for options exercised — 1,733 — 15,861 — — 15,861 Issuance of common stock under employee stock purchase plan — 276 — 7,099 — — 7,099 Vesting of restricted stock units — 2,807 — — — — — Stock-based compensation — — — 143,667 — — 143,667 Other comprehensive income — — — — — 2,714 2,714 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. — — — — ( 131,287 ) — ( 131,287 ) Balance at January 31, 2026 $ 389 110,882 $ 11 $ 1,340,091 $ ( 718,123 ) $ 1,788 $ 623,767 The accompanying notes are an integral part of these consolidated financial statements. 70 Table of Contents BRAZE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Fiscal Year Ended January 31, 2026 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: 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 operating activities: Stock-based compensation 143,738 115,140 97,232 Amortization of deferred contract costs 41,267 35,014 29,788 Depreciation and amortization 19,328 10,115 6,963 Provision for credit losses 666 2,331 2,020 Value of common stock donated to charity 3,223 3,776 3,762 Accretion of discount on marketable securities ( 951 ) ( 2,079 ) ( 2,077 ) Non-cash foreign exchange (gain) loss ( 73 ) ( 1,033 ) 460 Fair value adjustments to contingent consideration — ( 223 ) ( 1,572 ) Fixed asset write offs 80 488 146 Other ( 144 ) ( 152 ) ( 495 ) Changes in operating assets and liabilities: Accounts receivable ( 22,715 ) ( 5,363 ) ( 14,008 ) Prepaid expenses and other current assets 3,569 ( 6,629 ) ( 3,413 ) Deferred contract costs ( 65,249 ) ( 48,171 ) ( 45,119 ) ROU assets and liabilities ( 1,133 ) 1,939 4,275 Other assets ( 1,880 ) ( 29 ) 229 Accounts payable ( 601 ) ( 3,912 ) 3,419 Accrued expenses and other current liabilities 26,191 3,694 20,990 Deferred revenue 57,137 35,887 34,108 Other long-term liabilities ( 229 ) ( 66 ) 571 Net cash provided by operating activities 71,438 36,680 6,850 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for acquisition, net of cash acquired ( 181,854 ) — ( 16,319 ) Purchases of property and equipment ( 9,588 ) ( 13,234 ) ( 9,761 ) Capitalized internal-use software costs ( 3,776 ) ( 3,814 ) ( 3,574 ) Purchases of marketable securities ( 151,641 ) ( 217,975 ) ( 248,059 ) Maturities of marketable securities 175,208 195,353 257,737 Return of principal on marketable securities 120,744 3,200 — Net cash used in investing activities ( 50,907 ) ( 36,470 ) ( 19,976 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of common stock options 15,861 6,906 7,263 Proceeds from stock associated with employee stock purchase plan 7,099 7,705 6,011 Payments of deferred purchase consideration — ( 2,916 ) ( 165 ) Net cash provided by financing activities 22,960 11,695 13,109 Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash 1,255 ( 444 ) ( 475 ) Net change in cash, cash equivalents, and restricted cash 44,746 11,461 ( 492 ) Cash, cash equivalents, and restricted cash, beginning of period 83,592 72,131 72,623 Cash, cash equivalents, and restricted cash, end of period $ 128,338 $ 83,592 $ 72,131 The accompanying notes are an integral part of these consolidated financial statements. 71 Table of Contents BRAZE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS SUPPLEMENTAL CASH FLOWS DISCLOSURE (in thousands) Fiscal Year Ended January 31, 2026 2025 2024 SUPPLEMENTAL CASH FLOW DISCLOSURE: Cash paid for income taxes, net of refunds $ 3,896 $ 2,945 $ 309 NON-CASH INVESTING AND FINANCING ACTIVITIES: Stock-based compensation capitalized to internal-use software $ 2,073 $ 2,259 $ 2,152 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 Asset retirement obligation $ 38 $ 34 $ 62 Common stock issuance, acquisition $ ( 107,629 ) $ — $ ( 6,121 ) Contingent consideration, acquisition $ — $ — $ ( 1,795 ) Indemnity escrows, acquisition $ ( 3,128 ) $ — $ ( 3,081 ) The accompanying notes are an integral part of these consolidated financial statements. 72 Table of Contents BRAZE, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Company Overview Description of Business Braze, Inc., together with its subsidiaries (collectively, the “Company,” “we,” “us,” “our,” or “Braze”), is a cloud-based customer engagement platform that delivers customer-centric experiences across push notifications, email, in-product messaging, SMS, MMS and RCS messages, and more. Customers use the Braze platform to facilitate real-time experiences between brands and customers in a more authentic and human way. We began operations in 2011 and are incorporated in the state of Delaware. 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. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and variable interest entities (“VIE”) for which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain reclassifications and immaterial changes have been made to prior-period financial statements to conform to the current-period presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reported period. We evaluate estimates based on historical and anticipated results, trends, and various other assumptions. Significant items subject to such estimates and assumptions include, but are not limited to, the standalone selling price for separate performance obligations in our revenue arrangements, expected period of benefit for deferred contract costs, the valuation of common stock and stock-based compensation, the allocation of overhead costs between cost of revenue and operating expenses, the estimated useful lives of intangible and depreciable assets, the fair value of acquired assets and assumed liabilities from business combinations, valuation of long-lived assets and their recoverability, including goodwill, the incremental borrowing rate, the valuation of deferred tax assets and liabilities and other tax estimates including our ability to utilize net operating losses. 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 judgment and carry a higher degree of variability and volatility. Basic and Diluted Net Loss attributable to Braze, Inc. Common Stockholders per Share Basic net loss attributable to Braze, Inc. per common stockholder’s share is computed by dividing the net loss by the weighted-average number of shares of Braze, Inc. common stock outstanding during the period. Diluted loss per share is computed by dividing the net loss attributable to Braze, Inc. by the weighted-average number of shares of Braze, Inc. common stock together with the number of additional shares of Braze Inc. common stock that would have been outstanding if all potentially dilutive shares of Braze Inc. common stock had been issued. Since we were in a net loss position for the periods presented, basic net loss per share attributable to Braze, Inc. common stockholders is the same as diluted net loss per share attributable to Braze, Inc. common stockholders since the effects of potentially dilutive securities are antidilutive. 73 Table of Contents Segment Reporting 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 (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. Our Chief Executive Officer (“CEO”) is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, we have one operating segment, which is the business of cloud-based customer engagement platform subscriptions. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market data for the related assets or liabilities. 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, 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. Foreign Currency The functional currency of our foreign subsidiaries is primarily the local currency. Transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate on the transaction date. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured at period-end using the period-end exchange rate. Gains and losses resulting from remeasurement are recorded in other income (expense), net, on the consolidated statements of operations. All assets and liabilities of foreign subsidiaries are translated at the current exchange rate as of the end of the period, retained earnings and other equity items are translated at historical rates, and revenue and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into U.S. dollars is reflected as foreign currency cumulative translation adjustments reported on the consolidated statements of comprehensive loss. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense), net in the accompanying consolidated statements of operations when realized. Cash and cash equivalents represent cash and highly liquid investments with original contractual maturities of three months or less at the date of purchase. Cash and cash equivalents consist of deposit accounts and interest-bearing money market accounts that are stated at fair value. As of January 31, 2026 and 2025, approximately $ 0.5 million and $ 0.5 million, respectively, of deposits were restricted due to multiple letters of credit related to our leased and subleased properties. These deposits were classified as current and noncurrent based on the related underlying lease term. The following table provides a reconciliation of the cash, cash equivalents, and restricted cash as of January 31, 2026 and 2025 (in thousands): 74 Table of Contents January 31, 2026 2025 Cash and cash equivalents $ 124,342 $ 83,062 Restricted cash, current 566 — Restricted cash, noncurrent 3,430 530 Total cash, cash equivalents, and restricted cash $ 128,338 $ 83,592 Accounts Receivable, Net and Credit Losses Accounts receivable, net consists of customer obligations due under normal trade terms and are recorded at amounts billed and unbilled to customers, net of allowance for any potential uncollectible accounts. Unbilled amounts are 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. Trade accounts receivable are recorded at invoiced amounts and do not bear interest. We maintain an allowance for credit losses for accounts receivable, net which is recorded as an offset to accounts receivable, net and changes in this allowance are recorded as general and administrative expenses in the consolidated statements of operations. 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 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. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. No material write-offs of accounts receivable have been recognized in any of the periods presented. Concentration of Credit Risk 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 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. Cash, cash equivalents, restricted cash, and marketable securities balances are maintained at financial institutions that management believes are of high-credit, quality financial institutions, where deposits, at times, exceed the FDIC limits. Significant customers are those which represent 10% or more of our total revenue for the period, or accounts receivable at the balance sheets dates. For fiscal years ended January 31, 2026 and 2025, no customer accounted for 10% or more of total revenue. 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, 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; no other customer accounted for more than 10% of our total accounts receivable balance. Marketable Securities We classify our investments in marketable securities within current assets on the consolidated balance sheets as the investments are available for use, if needed, in current operations as we may sell our marketable securities at any time, without significant penalty, even if they have not yet reached maturity. These investments are carried at fair value, based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Gains and losses are determined based on the specific identification method and are recognized when realized as a component of other income (expense), net in our consolidated statements of operations. We review our securities on a regular basis to evaluate if any security has experienced an other-than temporary decline in fair value. We consider an available-for-sale security to be impaired if the fair value of the investment is less than its amortized cost basis, our intent to sell, or whether it is more likely than not that we are required to sell the security before recovery of its amortized cost basis. If we believe that an other-than-temporary decline exists in one of the securities, we will write down these investments to fair value. To the extent that the decline in fair value is related to credit losses, such as changes to the rating of the security by third-party rating agencies, and adverse conditions specific to the security, among other factors, the write-down related to credit loss would be recorded in other income, net in the consolidated statements of operations. Impairments related to 75 Table of Contents factors other than credit losses are recognized in accumulated other comprehensive loss. As of January 31, 2026, the Company had not recorded any credit impairments. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon asset retirement or sale, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets, and the resulting gain or loss is reflected in general and administrative expenses in the consolidated statements of operations. The estimated useful lives for significant property and equipment categories are as follows: Computer equipment, office equipment, and software 3 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of lease term or estimated useful life of assets Impairment of Long-Lived Assets Long-lived assets, subject to depreciation and amortization, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets or asset groups may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of these assets or asset groups is measured by comparison of the carrying amount of each asset or asset group to the future undiscounted cash flows the asset or asset group is expected to generate over their remaining lives. If the asset or asset group is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset or asset group. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. There w ere no material impair ment losses of long-lived assets recognized for the fiscal years ended January 31, 2026, 2025 and 2024. Capitalized Internal-use Software Costs We capitalize certain costs incurred to develop new or additional customer-facing software functionality, on the consolidated balance sheets as a component of property and equipment, net. We capitalize qualifying personnel costs, including stock-based compensation, and consulting costs incurred during the application development stage so long as the project is authorized, it is probable the project will be completed, and the software will be used to perform the function intended. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred and included in research and development expenses on the consolidated statements of operations. These capitalized costs are amortized over the software’s expected useful life, which is generally three years , within cost of revenue on the consolidated statements of operations. Comprehensive Loss Our comprehensive loss is currently comprised of unrealized gains or losses on available-for-sale securities and foreign currency translation adjustments. Variable Interest Entity A Variable Interest Entity (“VIE”) is an entity that either has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE. To assess whether we have the power to direct the activities of a VIE that most significantly impact its economic performance, we consider all the facts and circumstances including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of the VIE. To assess whether we have the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity interests, servicing rights and fee arrangements, and any other variable interests in the VIE. If we determine that we are the party with the power to make the most significant decisions 76 Table of Contents affecting the VIE, and we have an obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, then we consolidate the VIE. We perform ongoing reassessments of whether we are the primary beneficiary of a VIE. The reassessment process considers whether we have acquired or divested the power to direct the most significant activities of the VIE through changes in governing documents or other circumstances. We also reconsider whether entities previously determined not to be VIEs have become VIEs, based on new events, and therefore could be subject to the VIE consolidation framework. Redeemable Non-controlling Interest Redeemable non-controlling interests represent the portion of net income (loss), net, and comprehensive income (loss), net, that is not allocable to us, in situations where we consolidate an equity interest or as the primary beneficiary of a VIE for which there are other owners. The amount of non-controlling interest is comprised of the greater of the amount of such interests at the date of the original acquisition of an equity interest in an investment, plus the other shareholders’ share of changes in equity since the date of the investment or estimated redemption value. The resulting changes in the estimated redemption amount (increases or decreases) are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in-capital. The redeemable non-controlling interest is classified outside of permanent equity as mezzanine equity on the consolidated balance sheets as the redemption option is outside of our control. Revenue Recognition We derive our revenue primarily from subscriptions to our platform, including associated support, and professional services. Our subscriptions do not provide customers with the right to take possession of the software supporting the applications and, as a result, are accounted for as service contracts. Professional services primarily consist of fees for distinct services rendered in training and assisting customers to configure and optimize the use of the platform. Revenue is recognized when control of the promised goods or services is transferred to clients in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We apply the following five-step model to recognize revenue from contracts with clients: • Identification of the contract or contracts with a customer; • Identification of the performance obligation(s) in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligation(s) in the contract; and • Recognition of revenue when, or as, a performance obligation is satisfied. We identify the performance obligations in a contract or multiple contracts with a customer and determine whether they are distinct or distinct within the context of the contract. When there is more than one distinct performance obligation in a contract, we allocate the transaction price to the performance obligations on a relative standalone selling price basis based on standalone selling prices (“SSP”). We have identified two performance obligations within our contracts with our customers: (i) subscription and (ii) professional services and other. All contracts generally contain fixed consideration payable upfront by the customer. Some of our multi-year arrangements may contain fixed fees with escalating pricing structures each year. The nature of our subscription performance obligation remains unchanged each period of the arrangement and therefore may create a contract asset reflecting the difference between the amount of revenue recognized compared to the amount billed. Some of our contracts with customers contain terms, such as service level guarantees, product usage and overage fees, that, along with various potential claims, including breach of warranty, may result in variable consideration. Variable consideration exists when the amount which we expect to receive in a contract is affected by the occurrence or non-occurrence of future events. We develop estimates of variable consideration on the basis of historical information, current trends, and any other specific knowledge about future periods. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Typically, our contracts do not provide customers with any right of return or refund; however, we may make exceptions on a case-by-case basis when it makes commercial sense. Variable consideration, including as a result of service level guarantees, product usage and overage fees or other potential claims such as breach of warranty, was not material during the fiscal years ended January 31, 2026, 2025, and 2024. We allocate the variable consideration related to the product usages and overages to the distinct month during which the related services were performed as those fees relate specifically to providing usage of the platform in the period and represents the consideration we are entitled to for the access to the platform. As a result, the usage and overage fees are included in the transaction price and recognized as revenue in the period in which the fee was generated. 77 Table of Contents To the extent that we grant customers an option to acquire additional products or services, we account for the option as a distinct performance obligation in the contract only if the option provides a material right to the customer that the customer would not receive without entering into the contract. If a material right exists in a contract, revenue allocated to the option is deferred and recognized as revenue only when those future products or services are transferred or when the option expires. Contracts do not typically contain material rights and when they do, the material right has not been significant to our consolidated financial statements. Once the transaction price is determined, the total transaction price is allocated to each performance obligation in a manner depicting the amount of consideration to which we expect to be entitled in exchange for transferring the products or services to the customer. This allocation is based on the SSP of the products or services included in the arrangement. Judgment is required to determine the SSP for each performance obligation. We determine SSP based on observable prices for those related goods or services when sold separately, if available. When such observable prices are not available, we determine SSP based on overarching pricing objectives and strategies, taking into consideration market conditions and other factors, including transaction size, product-specific factors, historical sales of the deliverables and costs to deliver the services and applicable margins. Subscription Services Subscription revenue is recognized ratably over the contract term beginning on the commencement date of each contract, which is the date the platform is made available to customers. We have determined that subscriptions to our platform represent a stand-ready obligation to perform over the subscription term. These performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits. Contracts are typically one year in length, but may be up to five years . At the beginning of each subscription term we invoice our customers, typically in annual installments but also quarterly and semi-annually. Amounts that have been invoiced for non-cancelable contracts are recorded in accounts receivable and in deferred revenue or revenue. We report revenue net of sales tax and other taxes collected from customers to be remitted to government authorities. Professional Services and Other Professional services and other revenue primarily consist of onboarding services and are typically recognized as services are performed since our customers simultaneously receive the benefits of these services as they are performed, which is generally over a period of up to six months from provisioning access to the platform. We invoice our customers for professional services at the outset of the contract. Amounts that have been invoiced for non-cancelable contracts are recorded in accounts receivable and in deferred revenue or revenue. We report revenue net of sales tax and other taxes collected from customers to be remitted to government authorities. Contract Balances Contract Assets A contract asset is the right to consideration for transferred goods or services when the amount is conditioned on something other than the passage of time. These balances are included in prepaid expenses and other current assets on our consolidated balance sheets. Deferred Revenue We record deferred revenue when we have an unconditional right to payments in advance of satisfying the performance obligations on our contracts. The balance consists primarily of annual plan subscription services and professional services not yet provided as of the balance sheet date. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as a current liability in our consolidated balance sheets. The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable agreements. Deferred Contract Costs We capitalize costs of obtaining revenue contracts that are incremental and recoverable. Incremental costs primarily include sales commissions and bonuses for new and renewal revenue contracts and associated payroll tax and fringe benefit costs and are recorded within deferred contract costs on the consolidated balance sheets. Capitalized amounts are recoverable through future revenue streams under all customer contracts. 78 Table of Contents 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. Deferred contract costs related to renewals are amortized over the renewal term which is generally one year to three years . Amortization of contract costs are classified within operating expenses based on the function of the underlying employee receiving the benefit in the accompanying consolidated statements of operations. Deferred contract costs are periodically analyzed for impairment. As of January 31, 2026 and 2025, we have not identified any potential indicators of impairment. Cost of Revenue Cost of revenue consists of expenses related to providing platform access to customers and onboarding services. These costs include payments to third-party cloud infrastructure providers for hosting software solutions and costs associated with application service providers utilized to deliver the platform, allocated personnel-related costs, including salaries, cash-based performance compensation, benefits and stock-based compensation, overhead cost allocations related to facilities and shared IT-related expenses, including depreciation expense and amortization of internal use software. Operating Expenses Operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of salaries, cash performance-based compensation, employee benefits and stock-based compensation. Operating expenses also include overhead cost allocations. Sales and Marketing Sales and marketing expenses consist primarily of personnel costs for sales and marketing organization, costs related to sponsorships, events and advertising, agency costs, travel-related expenses, and allocated overhead costs. Costs associated with our advertising and sales promotions are expensed as incurred. During the fiscal years ended January 31, 2026, 2025, and 2024, we recognized $ 34.3 million, $ 30.3 million, and $ 25.1 million, respectively, in advertising costs, which included brand and sponsorship costs. Research and Development Research and development expenses consist primarily of personnel costs for engineering, service, design, and information technology teams. Additionally, research and development expenses include allocated overhead costs and contractor fees. Research and development costs are expensed as incurred. Capitalized internal-use software development costs are excluded from research and development expenses as they are capitalized as a component of property and equipment, net and amortized to cost of revenue over the software’s expected useful life, which is generally three years . General and Administrative General and administrative expenses consist primarily of personnel costs for finance, legal, human resources and other administrative functions, as well as outside professional services. In addition, general and administrative expense includes non-personnel costs, such as legal, accounting and other professional fees, software costs, certain tax, license and insurance-related expenses and allocated overhead costs. Stock-Based Compensation 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. 79 Table of Contents 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 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 Investment income consists primarily of income earned on our investments, cash and cash equivalents and restricted cash. Other Income, Net Other income, net, is primarily comprised of realized and unrealized foreign currency gains and losses. Leases The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether we have the right to control the identified asset. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in our leases is generally unknown, we use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise any such options. Lease costs for our operating leases are recognized on a straight-line basis over the lease term. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term. The interest component of finance leases is included in interest expense and recognized using the effective interest method over the lease term. We did not have any finance leases in the periods presented. We have elected to not separate lease and non-lease components for any leases within our existing classes of assets and, as a result, we account for any lease and non-lease components as a single lease component. We have also elected to not apply the recognition requirement to any leases within our existing classes of assets with a term of 12 months or less (short-term leases). Variable lease costs are comprised primarily of our proportionate share of operating expenses, property taxes, and insurance and is classified as lease cost due to our election to not separate lease and non-lease components. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and non-current in our consolidated balance sheets. Refer to Note 14. Leases, for further information. Income Taxes We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In evaluating our ability to recover our deferred income tax assets, we consider all available positive and negative evidence, using a more likely than not standard. The evaluation considers our recent historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. 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 80 Table of Contents 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. We recognize tax expense associated with Global Intangible Low-Taxed Income as it is incurred as part of the current income taxes to be paid or refunded for the current period. We recognize the tax benefits on any uncertain tax positions taken or expected to be taken in the consolidated financial statements when it is more likely than not the position will be realized upon ultimate settlement with tax authorities, assuming full knowledge of the position and relevant facts. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Business Combinations The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. The excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date is recorded as goodwill. Such valuations require the Company to make significant estimates and assumptions. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, but these estimates are inherently uncertain and subject to refinement. During the measurement period, the Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill and indefinite-lived intangible assets are not amortized and are tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may be impaired. Goodwill is tested for impairment at the reporting unit level. The Company has the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit and indefinite-lived intangible assets are less than its carrying amount. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment tests. The quantitative impairment test for goodwill involves comparing the fair value of the reporting unit to its carrying value, including goodwill. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The impairment is limited to the carrying amount of goodwill. The quantitative impairment test for indefinite-lived intangible assets involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the indefinite-lived intangible asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of indefinite-lived intangible assets are determined using a discounted cash flow valuation analysis that employs different valuation methodology in estimating the fair value of the asset. Significant judgments are inherent in the discounted cash flow analysis. The Company has determined that it operates as one reporting unit and has selected November 1 as the date to perform its annual impairment test. No goodwill impairment charges have been recorded for any period presented. 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 81 Table of Contents 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 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 November 2024, the FASB issued ASU No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, (“ASU 2024-03”), which is intended to provide enhanced transparency into the nature of expenses and requires more detailed information on specific expense categories included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard may be applied either (1) on a prospective basis or (2) retrospectively to all periods presented in the consolidated financial statements. The Company is currently evaluating the impact of the new standard on the consolidated financial statements and related disclosures. 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. 82 Table of Contents 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. 3. Revenue from Contracts with Customers Disaggregated Revenue Streams The following disaggregation depicts the nature, amount, timing and uncertainty of cash flows related to the primary types of revenue from contracts with customers. The following table presents total revenue by type (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Subscription $ 701,833 $ 570,295 $ 451,079 Professional services and other 36,349 23,115 20,721 Total $ 738,182 $ 593,410 $ 471,800 The following table presents total revenue by geography (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 United States $ 405,127 $ 326,448 $ 267,224 International 333,055 266,962 204,576 Total $ 738,182 $ 593,410 $ 471,800 Revenue by geography is determined based on the location of our users. Other than the United States, no other individual country accounted for 10% or more of total revenue for any of the periods presented. Unbilled Accounts Receivable 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 Contract Assets Contract assets as of January 31, 2026 and January 31, 2025 were $ 1.3 million and $ 0.8 million, respectively. The change in contract assets for all periods presented primarily reflects revenue recognized in excess of billings partially offset by contract assets earned during the period. Deferred Revenue 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 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. 83 Table of Contents Credit Losses The following table presents a reconciliation of the allowance for credit losses on accounts receivable (in thousands): Allowance for Credit Losses Balance at January 31, 2025 $ 2,563 Reserve: Credit losses 666 Deferred revenue 1,505 Write-offs ( 3,397 ) Recoveries 597 Balance at January 31, 2026 $ 1,934 Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents amounts under non-cancelable contracts expected to be recognized as revenue in future periods, and may be influenced by several factors, including seasonality, the timing of renewals, the timing of service delivery and contract terms. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes and other market factors. The following table presents remaining performance obligations as of the dates indicated below (in millions): Total Less than 1 Year 1-5 Years 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 1,033.0 642.1 390.9 4. Variable Interest Entity and Redeemable Non-Controlling Interest On September 14, 2020, we, along with Japan Cloud Computing Co., Ltd., and M30 LLC, (the “Investors”), entered into an agreement, whereby each Investor agreed to purchase shares of common stock of Braze Kabushiki Kaisha (“Braze KK” and “Braze KK Shares”) for a total purchase price of $ 10.0 million in two tranches of $ 5.0 million per tranche in September 2020 and September 2021, to engage in the investment, organization, management and operation of Braze KK focused on the distribution of our products in Japan. The purpose of this arrangement was to further expand our business in the Japanese market. In March 2022, we consented to the periodic issuance of stock options to purchase Braze KK Shares by certain employees of Braze KK. These options cannot be exercised by the holders thereof prior to the exercise of the call or put options described in more detail below. The Company considers the stock options to be a substantive class of equity, classified as a liability within other long-term liabilities on the consolidated balance sheets. 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 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. As a result, we continue to operate Braze KK as a subsidiary, exposing us to business and foreign exchange risk. We consolidate Braze KK and present the results within the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows. The common stock held by the Investors is callable by us or puttable by the Investors upon certain contingent events. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of Braze KK and the Company and may be settled, at our discretion, with our stock or cash. The non-controlling interest in Braze KK is classified in mezzanine equity as redeemable non-controlling interest as a result of the 84 Table of Contents 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. The following table summarizes the activity in the redeemable non-controlling interests for the periods indicated below (in thousands): Balance as of January 31, 2024 $ 192 Net loss attributable to redeemable non-controlling interest ( 304 ) Balance as of January 31, 2025 $ ( 112 ) Net gain attributable to redeemable non-controlling interest 501 Balance as of January 31, 2026 $ 389 The total combined VIE assets, which represent the maximum exposure to loss, and liabilities were as follows (in thousands): January 31, 2026 2025 Assets: Cash and cash equivalents $ 5,978 $ 3,105 Accounts receivable, net of allowance 4,068 1,531 Prepaid expenses and other current assets 1,208 859 Total current assets 11,254 5,495 Property and equipment, net 89 73 Deferred contract costs 1,580 1,267 Other assets 45 41 Total assets $ 12,968 $ 6,876 Liabilities: Accounts payable $ 1,542 $ 610 Accrued expenses and other current liabilities 3,640 2,514 Deferred revenue 8,362 5,306 Total liabilities $ 13,544 $ 8,430 85 Table of Contents 5. Fair Value Measurements The following table sets forth our financial instruments that were measured at fair value on a recurring basis at the periods indicated below, by level within the fair value hierarchy (in thousands): January 31, 2026 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents Money market funds $ 39,538 $ — $ — $ 39,538 U.S. government securities 3,000 — — 3,000 Total cash equivalents 42,538 — — 42,538 Marketable securities U.S. government securities 189,238 — — 189,238 Corporate debt securities — 98,342 — 98,342 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 Liabilities: Derivative Instruments Cash flow hedges $ — $ ( 25 ) $ — $ ( 25 ) Total liabilities $ — $ ( 25 ) $ — $ ( 25 ) January 31, 2025 Level 1 Level 2 Level 3 Total Financial assets: Cash equivalents Money market funds $ 20,487 $ — $ — $ 20,487 U.S. government securities 4,998 — — 4,998 Total cash equivalents 25,485 — — 25,485 Marketable securities U.S. government securities $ 317,649 $ — $ — $ 317,649 Corporate debt securities — 112,808 — 112,808 Total marketable securities 317,649 112,808 — 430,457 Total financial assets $ 343,134 $ 112,808 $ — $ 455,942 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. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. 86 Table of Contents The fair value of our contingent consideration is estimated using Level 3 unobservable inputs. The estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain, and involve significant judgments by management. 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. The following table summarizes the fair value changes in the contingent consideration liability in connection with the acquisition of North Star Y, Pty Ltd (in thousands): Fiscal Years Ended January 31, 2026 2025 Beginning fair value $ — $ 223 Additions (1) / (adjustments) in the period — ( 223 ) Ending fair value $ — $ — (1) Includes measurement period adjustments related to the Company’s preliminary fair values of the assets acquired and liabilities assumed in business combinations, which did not have a material impact on goodwill. 6. Marketable Securities Marketable securities consist of the following for the periods presented (in thousands): January 31, 2026 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value U.S. government securities $ 188,270 $ 968 $ — $ 189,238 Corporate debt securities 97,931 411 — 98,342 Total $ 286,201 $ 1,379 $ — $ 287,580 January 31, 2025 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value U.S. government securities $ 317,313 $ 745 $ ( 409 ) $ 317,649 Corporate debt securities 112,248 609 ( 49 ) 112,808 Total $ 429,561 $ 1,354 $ ( 458 ) $ 430,457 Accrued interest receivables related to our available-for-sale securities of $ 3.2 million as of January 31, 2026 and $ 4.6 million as of January 31, 2025 were included within prepaid expenses and other current assets on the consolidated balance sheets. The Company’s short-term investments consist of available-for-sale debt securities and term deposits. The term deposits are at cost, which approximates fair value. The weighted-average remaining maturity of the Company’s investment portfolio is approximately one year as of the periods presented. No individual security incurred continuous unrealized losses for greater than 12 months as of January 31, 2026. 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) as of January 31, 2025: 87 Table of Contents January 31, 2025 Continuous Unrealized Loss for Greater than 12 months Estimated Fair Value Gross Unrealized Losses U.S. government securities $ 46,442 $ ( 22 ) Total $ 46,442 $ ( 22 ) The Company purchases investment grade marketable debt securities which are rated by nationally recognized statistical credit rating organizations in accordance with its investment policy. This policy is designed to minimize the Company's exposure to credit losses. As of January 31, 2026, the credit-quality of the Company’s marketable available-for-sale debt securities had remained stable. The unrealized losses recognized on marketable available-for-sale debt securities as of January 31, 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. The Company is not aware of any specific event or circumstance that would require the Company to change its assessment of credit losses for any marketable available-for-sale debt security as of January 31, 2026. These estimates may change, as new events occur and additional information is obtained, and will be recognized on the consolidated financial statements as soon as they become known. No credit losses were recognized as of January 31, 2026 for the Company’s marketable debt securities. The contractual maturities of the investments classified as available-for-sale marketable securities are as follows (in thousands): January 31, 2026 Amortized Cost Estimated Fair Value Due within 1 year $ 115,437 $ 115,723 Due in 1 year through 5 years 170,764 171,857 Total $ 286,201 $ 287,580 January 31, 2025 Amortized Cost Estimated Fair Value Due within 1 year $ 234,628 $ 235,142 Due in 1 year through 5 years 194,933 195,315 Total $ 429,561 $ 430,457 Investment Income Investment income consists of interest income and accretion income/amortization expense on our cash, cash equivalents, restricted cash, and marketable securities. Investment income is included within other income, net on the consolidated statements of operations. The primary component of investment income from marketable securities were as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Interest income $ 14,783 $ 18,111 $ 13,546 Accretion/amortization of discount/premium, net 951 2,079 2,077 Investment income $ 15,734 $ 20,190 $ 15,623 88 Table of Contents 7. Property and Equipment, Net Property and equipment, net, consist of the following (in thousands): January 31, 2026 2025 Capitalized internal-use software $ 24,993 $ 19,144 Computer equipment, office equipment, and software 13,898 10,659 Leasehold improvements 24,667 20,945 Furniture and fixtures 10,178 8,364 Total property and equipment 73,736 59,112 Less: accumulated depreciation and amortization ( 30,219 ) ( 20,562 ) Total property and equipment, net $ 43,517 $ 38,550 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. 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. Amortization for capitalized internal-use software costs was $ 4.3 million, $ 3.2 million and $ 2.1 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively. 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): January 31, 2026 2025 Prepaid software subscriptions $ 10,717 $ 17,289 Prepaid advertising 3,644 2,520 Prepaid insurance 1,670 1,568 Investment interest receivable 3,158 4,572 Tax receivables 6,539 2,156 Prepaid employee benefits 1,504 920 Prepaid deposits 1,180 1,290 Prepaid professional services 994 644 Prepaid office related expenses 819 1,485 Derivative instruments 409 — Other 2,454 2,829 Total prepaid expenses and other current assets $ 33,088 $ 35,273 89 Table of Contents 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consists of the following (in thousands): January 31, 2026 2025 Accrued compensation costs $ 42,505 $ 28,989 Accrued software subscriptions 16,169 10,680 Accrued commissions 14,983 8,876 Accrued professional service fees 3,047 1,996 Accrued advertising 2,376 1,789 Accrued tax liability 11,711 8,848 ESPP payable 759 612 Derivative instruments 25 — Other 3,448 2,399 Total accrued expenses and other current liabilities $ 95,023 $ 64,189 10. Employee Benefit Plans We sponsor a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. Matching contributions under the plan were $ 5.4 million, $ 5.3 million, and $ 4.8 million for the fiscal years ended January 31, 2026, 2025, and 2024 respectively. 11. Stockholders’ Equity Class A and Class B Common Stock 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 In connection with our Pledge 1% commitment, we donated 96,464 , 96,465 , and 96,465 shares of our Class A common stock to a charitable donor-advised fund that resulted in the recognition of $ 3.2 million, $ 3.8 million, and $ 3.8 million expense within general and administrative in the consolidated statements of operations during the fiscal years ended January 31, 2026, 2025, and 2024, respectively. 12. Employee Stock Plans We have historically issued equity awards under our Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) and our 2021 Equity Incentive Plan (the “2021 Plan”). Amended and Restated 2011 Equity Incentive Plan Our 2011 Plan provides for the award of stock options and restricted stock units (“RSUs”) to employees, officers, directors, advisors and other service providers of Braze. The terms of each award and the exercise price of awards under the 2011 Plan are determined by our board of directors. Following effectiveness of the 2021 Plan in connection with our initial public offering, no further awards were made under the 2011 Plan. 90 Table of Contents 2021 Equity Incentive Plan In November 2021, our board of directors and our stockholders approved the 2021 Plan, which became effective on November 16, 2021. No grants were made under the 2021 Plan prior to its effectiveness. No further grants will be made under the 2011 Plan. 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 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. Stock Options A summary of stock option activity for the periods presented, is as follows: Options Outstanding Number of Options Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of January 31, 2024 6,121,268 $ 17.57 6.09 $ 223,306 Granted — n/a Exercised ( 990,063 ) $ 6.98 Forfeited ( 50,025 ) $ 10.97 Balance as of January 31, 2025 5,081,180 $ 19.70 5.22 $ 133,540 Granted — n/a Exercised ( 1,732,084 ) $ 9.16 Forfeited ( 16,648 ) $ 34.64 Balance as of January 31, 2026 3,332,448 $ 25.10 4.69 $ 17,719 Vested and expected to vest as of January 31, 2026 3,331,285 $ 25.10 4.69 $ 17,719 Exercisable - January 31, 2026 3,248,175 $ 24.85 4.68 $ 17,719 Fiscal Year Ended January 31, 2026 2025 2024 Aggregate intrinsic value of options exercised during each respective period (in millions) $ 35.75 $ 34.97 $ 72.85 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 Balance as of January 31, 2025 6,043,723 Granted 5,590,648 $ 31.75 Replacement awards issued in connection with acquisition 1,888,172 $ 36.52 Vested ( 2,806,509 ) $ 38.34 Forfeited ( 940,238 ) $ 38.22 Balance as of January 31, 2026 9,775,796 91 Table of Contents RSUs granted during the fiscal year ended January 31, 2026 contained a service-based vesting condition of up to approximately a four year period. 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 In November 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on November 16, 2021. Following completion of our initial public offering, the ESPP authorized the issuance of 1,825,000 shares of our Class A common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. 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 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. On February 1, 2025, the number of shares of our Class A common stock reserved for issuance under our ESPP increased by an additional 1,039,513 shares. The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of the Company’s Class A common stock on specified dates during such offerings. Under the ESPP, our board of directors will be permitted to specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our Class A common stock will be purchased for employees participating in the offering. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85 % of the lesser of (1) the fair market value of the Company’s Class A common stock on the first trading day of the offering period or (2) the fair market value of the Company’s Class A common stock on the last day of the offering period, as defined by the ESPP. The Company recognized $ 3.0 million, $ 2.0 million, and $ 2.2 million of stock-based compensation expense related to the ESPP during the fiscal years ended January 31, 2026, 2025, and 2024, respectively. As of January 31, 2026, $ 0.8 million has been withheld on behalf of our employees for a future purchase and is classified as accrued expenses and other current liabilities on the consolidated balance sheets. During the fiscal years ended January 31, 2026, 2025, and 2024 the Company issued 276,772 , 234,067 , and 234,089 shares of Class A common stock under the ESPP, respectively. As of January 31, 2026, there are 4,885,847 shares of Class A common stock available for issuance under the ESPP. Stock-based Compensation Expense The following table summarizes stock-based compensation expense, which was included in the consolidated statements of operations as follows (in thousands): 92 Table of Contents Fiscal Year Ended January 31, 2026 2025 2024 Cost of revenue $ 4,829 $ 4,022 $ 3,585 Sales and marketing 44,017 38,168 31,198 Research and development 56,816 43,004 38,962 General and administrative 39,239 29,067 23,432 Stock-based compensation, net of amounts capitalized $ 144,901 $ 114,261 $ 97,177 Capitalized stock-based compensation expense 2,073 2,259 2,152 Total stock-based compensation expense $ 146,974 $ 116,520 $ 99,329 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 Restricted Stock, RSUs, PSUs Unrecognized compensation costs (in thousands) $ 1,354 $ 218,621 Weighted-average remaining recognition period (years) 0.49 2.48 13. Commitments and Contingencies Indirect Taxes We are subject to indirect taxation in some, but not all, of the various U.S. states and foreign jurisdictions in which we conduct business. Therefore, we have an obligation to charge, collect and remit Value Added Tax (“VAT”) or Goods and Services Tax (“GST”) in connection with certain of our foreign sales transactions and sales and use tax in connection with eligible sales to subscribers in certain U.S. states. On June 21, 2018, the U.S. Supreme Court issued an opinion in South Dakota v. Wayfair. The State of South Dakota alleged that U.S. constitutional law should be revised to permit South Dakota to require remote sellers to collect and remit sales tax in South Dakota in accordance with South Dakota’s sales tax statute. Under the U.S. Supreme Court’s ruling, the longstanding Quill Corp v. North Dakota sales tax case was overruled, and states may now require remote sellers to collect sales tax under certain circumstances. We began collecting sales tax in relevant jurisdictions for the fiscal year ended January 31, 2019. As a result of this ruling and given the scope of our operations, taxing authorities continue to provide regulations that increase the complexity and risks to comply with such laws and could result in substantial liabilities, prospectively as well as retrospectively. Based on the information available, we continue to evaluate and assess the jurisdictions in which indirect tax nexus exists and believe that the indirect tax liabilities are adequate and reasonable. Due to the complexity and uncertainty around the application of these rules by taxing authorities, results may vary materially from expectations, and we have recognized liabilities for contingencies related to state sales and use tax, VAT, and GST deemed probable and estimable totaling $ 1.4 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 From time to time, in the ordinary course of business, we are or may be involved in various legal or regulatory proceedings, claims or purported class actions related to, among other things, alleged infringement of third-party patents and other intellectual property rights, commercial, labor and employment, wage and hour and other claims. We have been, and may in the future be, put on notice or sued by third-parties for alleged infringement of their proprietary rights, including patent infringement. We accrue a liability when we believe that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. We believe we have recorded adequate provisions for any such matters and, as of January 31, 2026, we believe that no material loss will be incurred in excess of the amounts recognized in our financial statements. 14. Leases The Company’s lease portfolio consists solely of office space with lease terms ranging from approximately one to ten years . Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments. The components of lease cost reflected on the consolidated statements of operations were as follows (in thousands): 93 Table of Contents Fiscal Years Ended January 31, 2026 2025 2024 Operating lease cost $ 18,702 $ 18,884 $ 17,619 Variable lease cost 4,081 2,646 3,098 Short-term lease cost 1,159 710 439 Total net lease cost $ 23,942 $ 22,240 $ 21,156 The future maturities of the Company’s operating lease liabilities by fiscal year are as follows (in thousands): Amount 2027 $ 19,334 2028 16,673 2029 14,363 2030 14,057 2031 13,368 Thereafter 27,737 Total future undiscounted lease payments 105,532 Less imputed interest ( 22,878 ) Total reported lease liability $ 82,654 The Company's lease terms and discount rates are as follows: January 31, 2026 2025 Weighted-average remaining lease term (years) 6.4 7.2 Weighted-average discount rate 7.5 % 7.3 % Other information for the Company's leases is as follows (in thousands): Fiscal Years Ended January 31, 2026 2025 2024 Cash paid for amounts included in the measurement of lease liabilities $ 20,068 $ 16,873 $ 13,404 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 6,529 $ 8,713 $ 47,834 15. Income Taxes The components of the provision for income taxes are as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Current: Federal $ — $ — $ — State and local 48 12 65 Foreign 5,677 3,584 2,380 Total current 5,725 3,596 2,445 Deferred: Federal $ ( 1,640 ) $ — $ — State and local ( 1,312 ) — — Foreign ( 148 ) ( 151 ) ( 488 ) Total deferred ( 3,100 ) ( 151 ) ( 488 ) Provision for income taxes $ 2,625 $ 3,445 $ 1,957 The components of loss before income taxes are as follows (in thousands): 94 Table of Contents Fiscal Year Ended January 31, 2026 2025 2024 United States $ ( 140,469 ) $ ( 108,413 ) $ ( 130,927 ) Foreign 12,308 7,811 2,455 Loss before provision for income taxes $ ( 128,161 ) $ ( 100,602 ) $ ( 128,472 ) 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 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 ) % Tax credits: 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: 95 Table of Contents Fiscal Year Ended January 31, 2025 2024 Statutory income tax expense 21.0 % 21.0 % Foreign tax rate differential ( 0.2 ) % — % State taxes — % ( 0.1 ) % Permanent items ( 2.0 ) % ( 0.2 ) % Change in valuation allowance ( 25.2 ) % ( 28.9 ) % Stock-based compensation 5.7 % 5.1 % Non-deductible compensation ( 5.3 ) % ( 2.5 ) % Tax credits 8.6 % 4.1 % Changes in unrecognized tax benefits ( 6.0 ) % — % Effective tax rate ( 3.4 ) % ( 1.5 ) % Deferred Income Taxes The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below (in thousands). The valuation allowance relates to deferred tax assets for which it is more likely than not that the tax benefit will not be realized. January 31, 2026 2025 Deferred tax assets: Loss carryforwards $ 143,421 $ 109,064 Compensation and benefits 25,704 20,285 Operating lease liabilities 20,361 21,853 Tax credits 17,022 14,402 Capitalized costs 23,368 33,178 Other 4,896 5,682 Deferred tax assets 234,772 204,464 Less: valuation allowance ( 175,122 ) ( 164,228 ) Deferred tax asset, net of valuation allowance $ 59,650 $ 40,236 Deferred tax liabilities: Deferred contract costs $ ( 24,405 ) $ ( 18,627 ) Property, equipment and software ( 1,971 ) ( 2,139 ) Operating lease right-of-use assets ( 17,802 ) ( 19,052 ) Intangible assets ( 15,134 ) ( 749 ) Other ( 463 ) — Deferred tax liabilities ( 59,775 ) ( 40,567 ) Net deferred tax assets/(liabilities) $ ( 125 ) $ ( 331 ) As of January 31, 2026, we had NOL carryforwards for federal and state income tax purposes of approximately $ 543.1 million and $ 339.6 million, respectively. Under current law, U.S. federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of federal NOLs is limited to 80% of taxable income in tax years beginning after December 31, 2020. Accordingly, $ 503.7 million of our NOLs may be carried forward indefinitely for federal tax purposes and $ 39.4 million, if not utilized, will expire at various times between 2035 and 2037. The majority of state NOLs if not utilized, will expire at various times between 2026 and 2046. We also had foreign NOL carryforwards as of January 31, 2026 of $ 26.6 million, the majority of which may be carried forward indefinitely. As of January 31, 2025, we had NOL carryforwards for federal, state, and foreign income tax purposes of approximately $ 392.3 million, $ 284.2 million, and $ 32.3 million, respectively. At January 31, 2026, the Company had tax credit carryforwards of $ 26.8 million, the majority of which are related to credits for research activities, and if not utilized, will expire between 2037 and 2046. As of January 31, 2025, the Company has tax credit carryforwards of $ 21.8 million. 96 Table of Contents IRC Sections 382 and 383 place a limitation on the amount of taxable income that can be offset by carryforward tax attributes, such as net operating losses or tax credits, after a change in control. Generally, after a change in control, a loss corporation cannot deduct carryforward tax attributes in excess of the limitation prescribed by Sections 382 and 383. Therefore, certain of our carryforward tax attributes may be subject to an annual limitation regarding their utilization against taxable income in future periods. As a result of issuances of different classes of preferred stock to investors in 2013, 2014 and 2017, we triggered “ownership shifts” as defined in Internal Revenue Code Section 382 and related provisions. These ownership shifts resulted in a reduction of NOLs in the fiscal year ended January 31, 2021 of $ 13.8 million and credits of $ 0.7 million. Our utilization of our NOLs and credits is limited by these ownership shifts but those limitations do not have a significant impact to the financial statements since there is no utilization of the NOLs and credits and a full valuation allowance exists against the net operating losses and credits. Subsequent ownership changes may subject us to additional annual limitations of its net operating losses. Such annual limitation could result in the expiration of the NOLs and credits. We determine our valuation allowance on deferred tax assets by considering both positive and negative evidence to ascertain whether it is more likely than not that deferred tax assets will be realized. 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 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. federal income and foreign withholding taxes on undistributed earnings from non-U.S. operations as of January 31, 2026 because the Company intends to reinvest such earnings indefinitely outside of the United States. The amount of any unrecognized deferred tax liability related to these earnings would not be material. A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Balance at February 1 $ 7,061 $ — $ — Additions for tax positions of prior years 244 4,521 — Additions based on tax positions related to current year 1,982 2,540 — Reductions for tax positions of prior years — — — Balance at January 31 $ 9,287 $ 7,061 $ — 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. As of January 31, 2026, 2025 and 2024, accrued unrecognized tax benefits were $ 9.3 million, $ 7.1 million, and $ 0.0 million, respectively, and if recognized would affect the provision for income taxes, and our effective tax rate. We are subject to income tax examinations in the United States and various state and foreign jurisdictions. Our most significant operations are in the United States and the earliest open tax year subject to potential examination is the period ended January 31, 2023. 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): 97 Table of Contents Fiscal Year Ended January 31, 2026 Federal taxes $ — State taxes 65 Foreign taxes: Canada 2,555 Singapore 839 France 254 UK ( 247 ) Ireland 246 Brazil 153 Other 31 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, 2025 2024 Cash paid during the year for: Income taxes, net of refunds $ 2,945 $ 309 16. Net Loss per Share 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. common stockholders during the periods presented (in thousands, except per share amounts): Fiscal Year Ended January 31, 2026 2025 2024 Numerator: Net loss attributable to Braze, Inc. $ ( 131,287 ) $ ( 103,743 ) $ ( 129,166 ) Denominator: Weighted-average shares of Braze, Inc. common stock outstanding 107,906 102,189 98,099 Less: weighted-average unvested shares of Braze, Inc. subject to repurchase — — ( 3 ) Weighted-average shares used to calculate net loss per share attributable to Braze, Inc. common stockholders, basic and diluted 107,906 102,189 98,096 Net loss per share attributable to Braze, Inc. common stockholders, basic and diluted $ ( 1.22 ) $ ( 1.02 ) $ ( 1.32 ) 98 Table of Contents The following outstanding shares of potentially dilutive securities have been excluded from diluted net loss per share attributable to Braze, Inc. common stockholders for the periods presented, because their inclusion would be anti-dilutive (in thousands): Fiscal Year Ended January 31, 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 and performance stock units 7,888 6,044 6,264 ESPP shares estimated to be purchased 148 113 92 Total 13,256 11,238 12,477 17. Related Party Transactions In May 2021, the Chief Financial Officer of Datadog, Inc., one of our vendors, joined our board of directors. We have purchased services from Datadog, Inc. 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. 18. 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): January 31, 2026 2025 Prepaid expenses and other current assets Cash flow hedges (1) $ 409 $ — Accrued expenses and other current liabilities Cash flow hedges (1) ( 25 ) — 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): 99 Table of Contents Unrealized Gain (Loss) on Derivative Instruments Balance at January 31, 2025 (1) $ — Other comprehensive income before reclassifications 1,328 Amounts reclassified from accumulated other comprehensive income (loss) to operating expenses ( 944 ) Balance at January 31, 2026 $ 384 (1) The Company did not have any active derivative financial instruments in the fiscal year ended January 31, 2025. 19. 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. 100 Table of Contents 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 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 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. 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. 20. Intangible Assets, Net Intangible assets, net, consisted of the following (in thousands): January 31, 2026 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period Amortizable intangible assets 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 Non-amortizable intangible assets Technology licenses $ 500 $ — $ 500 n/a Total intangible assets, net $ 70,219 $ ( 8,732 ) $ 61,487 January 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period Amortizable intangible assets Customer relationships $ 3,119 $ ( 520 ) $ 2,599 10 years Restrictive covenant relationships 186 ( 155 ) 31 2 years Trademark 465 ( 465 ) — 1 year Total amortizable intangible assets 3,770 ( 1,140 ) 2,630 Non-amortizable intangible assets Technology licenses $ 500 $ — $ 500 n/a 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): 101 Table of Contents Amount 2027 $ 11,562 2028 11,262 2029 11,262 2030 11,262 2031 11,262 Thereafter 4,377 Total $ 60,987 21. Goodwill The changes in the carrying amounts of goodwill were as follows (in thousands): Amount Balance at January 31, 2025 $ 28,448 OfferFit acquisition and related adjustments 233,409 Balance at January 31, 2026 $ 261,857 22. Segments 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 revenue primarily in North America and manages the business activities on a consolidated basis. As such, we have one operating segment, which is the customer engagement platform segment. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Intra-entity activities are eliminated at the consolidated level. The Company’s method for measuring performance on a single operating and reportable segment basis is net loss. Refer to the consolidated statements of operations. In assessing the performance of the business, the CODM regularly reviews consolidated expense information of both historical and forecasted periods to manage operations of the segment (i.e., the consolidated business). The CODM reviews assets for Braze’s single reportable segment on a consolidated basis. Refer to the consolidated balance sheets. 23. Subsequent Events In February 2026, in connection with our Pledge 1% commitment, the Company donated 24,116 shares of Class A common stock to a charitable donor-advised fund that resulted in the recognition of approximately $ 0.5 million of operating expense. In February 2026, the Company granted RSUs for a total of 177,523 shares of Class A common stock to employees pursuant to the 2021 Plan. The RSUs vest over a service period of approximately four years . The grant date fair value of these awards was $ 2.8 million. 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 four years . The grant date fair value of these awards was $ 94.2 million. 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. The PSU awards include a one-year performance period within a three-year total vesting period. The achievement levels range from 0 % to 200 % of the target award value on the date of grant. The grant date fair value of these awards was $ 7.3 million. 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 102 Table of Contents program. 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. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.