Braze, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2026, the end of the period covered by this Annual Report on Form 10-K. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of January 31, 2026 because of the material weakness in our internal control, discussed below. Notwithstanding the material weakness in internal control over financial reporting described below, our management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with accounting principles generally accepted in the United States of America. Management’s Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Management’s evaluation of internal control over financial reporting as of January 31, 2026, excluded OfferFit (now known as AI Decisioning Studio), which was acquired on June 2, 2025. Total assets (excluding acquired goodwill and intangible assets) and total revenues related to AI Decisioning Studio represented approximately 1.4% and 1.8% of our consolidated total assets and total revenues as of and for the fiscal year ended January 31, 2026, respectively. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that these controls were not effective as of January 31, 2026, due to material weaknesses in the operation of certain key Information Technology General Controls. Consequently, automated and information technology dependent manual business process controls that rely upon information from the information technology systems were also deemed ineffective. Notwithstanding this material weakness noted above, management has concluded that our consolidated financial statements and related notes thereto included in this Annual Report fairly present in all material respects in accordance with accounting principles generally accepted in the United States of America the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. Additional detail on the nature of the material weaknesses, and management's conclusions can be found below. Further, our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting, which is included in Item 8 elsewhere in this Annual Report on Form 10-K. 103 Table of Contents Material Weakness We identified a material weakness in internal control related to ineffective information technology general controls, or ITGCs, in the areas of user access and program change management over the information technology systems that support our financial reporting processes. Automated and manual controls that rely on system-generated data or reports from the affected information technology environment or process level automated controls in the affected information technology environment were ineffective because they could have been adversely impacted. Remediation Plan Management is committed to the planning and implementation of remediation efforts to address this material weakness, and significant progress has been made to date. These remediation efforts, summarized below, which have been implemented, or are in process of implementation, are intended to both address the identified material weaknesses and to enhance our overall financial control environment. In particular, we have: • Enhanced controls and procedures over user access and program change management; • Strengthened our systems and IT compliance functions through targeted hiring, staff training and implementation of new IT policies; • Hired additional personnel to assist in control documentation and oversight; and • Engaged an external advisor to assist with control documentation, gap analysis and remediation monitoring. Remediation of the control deficiencies that aggregate to the material weakness will conclude once the controls and related documentation are consistently executed for a sufficient period of time and are determined to be effective, through formal testing. While, we currently expect this to be completed during the fiscal year ending January 31, 2027, due to the time required for implementation, testing and validation, we cannot guarantee when full remediation will be achieved. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, our management may determine to take additional remediation measures beyond those outlined above. Changes in Internal Control Over Financial Reporting Other than the remediation efforts noted above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended January 31, 2026 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitation on the Effectiveness of Internal Controls Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Item 9B. Other Information On January 2, 2026 , Isabelle Winkles , our Chief Financial Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the sale of, in the aggregate, up to 124,721 shares of our Class A common stock and all the shares received upon the settlement of 83,224 outstanding restricted stock unit awards during the duration of the plan, excluding any shares withheld or sold by the Company to satisfy its income tax withholding and remittance obligations in connection with the settlement of such equity award, in certain cases, subject to the satisfaction of specified price conditions. The plan will terminate on January 15, 2027 , subject to early termination for certain specified events set forth in the plan. On January 15, 2026 , Jon Hyman , our Chief Technology Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading plan provides for the sale of, in the 104 Table of Contents aggregate, up to 655,000 shares of our Class A common stock and all the shares received upon the settlement of 81,926 outstanding restricted stock unit awards during the duration of the plan, excluding any shares withheld or sold by the Company to satisfy its income tax withholding and remittance obligations in connection with the settlement of such equity award, in certain cases, subject to the satisfaction of specified price conditions. The plan will terminate on December 31, 2026 , subject to early termination for certain specified events set forth in the plan. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 105 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item will be included in our Definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended January 31, 2026, or the 2026 Proxy Statement, and is incorporated herein by reference. Code of Conduct We have adopted a Code of Conduct that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Conduct is posted on our website at www.braze.com. We intend to disclose on our website any future amendments of our Code of Conduct or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Conduct. Information contained on, or that can be accessed through, our website is not incorporated by reference into this report, and you should not consider information on our website to be part of this report on Annual Report on Form 10-K. Item 11. Executive Compensation The information required by this item will be included in the 2026 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item will be included in the 2026 Proxy Statement and is incorporated herein by reference. Securities Authorized for Issuance under Equity Compensation Plan The information required by this item will be included in the 2026 Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be included in the 2026 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this item will be included in the 2026 Proxy Statement and is incorporated herein by reference. With the exception of the information incorporated in Items 10, 11, 12, 13, and 14 of this Annual Report on Form 10-K, the 2026 Proxy Statement is not deemed “filed” as part of this Annual Report on Form 10-K. 106 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules Documents filed as part of this report are as follows: 1. Consolidated Financial Statements: Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules: Financial Statement Schedules have been omitted as information required is inapplicable or the information is presented in the consolidated financial statements and the related notes. 3. Exhibits: The documents listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit Index Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of Braze, Inc. 8-K 001-41065 3.1 November 23, 2021 3.1 Certificate of Retirement of Class B Common Stock of Braze, Inc. 8-K 001-41065 3.1 February 2, 2026 3.2 Amended and Restated Bylaws of Braze, Inc. 10-Q 001-41065 3.2 December 10, 2024 4.1 Form of Class A Common Stock Certificate . S-1/A 333-260428 4.1 November 8, 2021 4.2* Description of Registrant’s Securities. 10.1 Fourth Amended and Restated Investors’ Rights Agreement, dated as of September 24, 2018. S-1 333-260428 10.1 October 22, 2021 10.2+ Amended and Restated 2011 Equity Incentive Plan and forms of agreements thereunder. S-1 333-260428 10.2 October 22, 2021 10.3+ 2021 Equity Incentive Plan and forms of agreements thereunder. S-1/A 333-260428 10.3 November 8, 2021 10.3.2+ PSU Award Grant Notice. 10-K 001-41065 10.3.2 March 31, 2025 10.4+ 2021 Employee Stock Purchase Plan . S-1/A 333-260428 10.4 November 8, 2021 10.5+ Form of Indemnification Agreement entered into by and between Registrant and each director and executive officer. S-1/A 333-260428 10.5 November 8, 2021 10.6+ Confirmatory Offer Letter, by and between Braze, Inc. and William Magnuson, dated November 2, 2021. S-1/A 333-260428 10.6 November 8, 2021 10.7+ Confirmatory Offer Letter, by and between Braze, Inc. and Isabelle Winkles, dated November 2, 2021. S-1/A 333-260428 10.7 November 8, 2021 10.8+ Confirmatory Offer Letter, by and between Braze, Inc. and Susan Wiseman, dated November 2, 2021. S-1/A 333-260428 10.8 November 8, 2021 10.9+ Confirmatory Offer Letter, by and between Braze, Inc. and Jonathan Hyman, dated November 2, 2021. S-1/A 333-260428 10.9 November 8, 2021 10.11+ Executive Severance Plan. 10-Q 333-260428 10.1 September 06, 2024 10.12+ Non-Employee Director Compensation Policy. S-1/A 333-260428 10.12 November 8, 2021 107 Table of Contents 10.13 Sublease by and between Braze, Inc. and Nestle USA, Inc., dated November 17, 2022. 10-K 001-41065 10.15 March 31, 2023 10.14+ Senior Leadership Performance-Based Compensation Plan. 10-K 001-41065 10.16 March 31, 2023 10.15*+ Offer Letter, by and between Braze, Inc. and Astha Malik, dated April 28, 2022 10.16*+ Offer Letter, by and between Braze, Inc. and Edward McDonnell, dated April 16, 2025 19.1 Insider Trading Policy. 10-K 001-41065 19.1 March 31, 2025 21.1* List of Subsidiaries of the Company. 23.1* Consent of Ernst & Young LLP, independent registered public accounting firm. 24.1* Power of Attorney (included in signature pages hereto). 31.1* Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*† Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97+ Compensation Recoupment Policy . 10-K 001-41065 97 April 1, 2024 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. + Indicates management contract or compensatory plan. † The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Braze, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary None. 108 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 24, 2026. BRAZE, INC. By: /s/ William Magnuson Name: William Magnuson Title: President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints William Magnuson, Isabelle Winkles, and Susan Wiseman, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated: Signature Title Date /s/ William Magnuson President and Chief Executive Officer (Principal Executive Officer) March 24, 2026 William Magnuson /s/ Isabelle Winkles Chief Financial Officer (Principal Financial Officer) March 24, 2026 Isabelle Winkles /s/ Pankaj Malik Chief Accounting Officer (Principal Accounting Officer) March 24, 2026 Pankaj Malik /s/ Neeraj Agrawal Director March 24, 2026 Neeraj Agrawal /s/ Phillip M. Fernandez Director March 24, 2026 Phillip M. Fernandez /s/ Tara Levy Director March 24, 2026 Tara Levy /s/ David Obstler Director March 24, 2026 David Obstler /s/ Fernando Machado Director March 24, 2026 Fernando Machado 109 Table of Contents /s/ Yvonne Wassenaar Director March 24, 2026 Yvonne Wassenaar 110