BRZE

• At the June 30, 2026 Annual Meeting, stockholders elected Neeraj Agrawal and Yvonne Wassenaar as Class II directors until 2029.
• Stockholders approved, on a non-binding advisory basis, named executive officer compensation with 50,250,483 votes for.
• Stockholders ratified Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2027.
• Stockholders approved an amendment to the certificate of incorporation to permit officer exculpation under Delaware law.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Malik's appointment was made by the Board on May 25, 2026, with a confirmatory offer letter dated May 26, 2026.
• The offer letter provides an annual base salary of $409,013 and an annual target bonus of $205,000 under the Senior Leadership Performance-Based Compensation Plan.
• Malik has served as CAO since June 2021; prior roles include VP and Global Controller at Impact.com and UiPath.
• No arrangements or family relationships were disclosed in connection with his appointment.

2.02 Results of Operations and Financial Condition · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Isabelle Winkles will resign as Chief Financial Officer of Braze, Inc., effective May 29, 2026, to pursue another opportunity at a privately held company.
• Under the consulting agreement, Winkles will receive continued vesting of a portion of specified outstanding restricted stock units until August 17, 2026, with acceleration provisions in certain termination events.
• Pankaj Malik, currently Chief Accounting Officer, will be appointed as Interim Chief Financial Officer; Braze has begun a formal search for a permanent CFO.
• Nick Rockwell will join Braze as Chief Information Officer effective June 1, 2026, reporting to CTO Jon Hyman.
• Braze reaffirmed its financial guidance for the first quarter and full fiscal year ending January 31, 2027, previously provided on March 24, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On April 7, 2026, Braze, Inc. announced that Susan Wiseman intends to retire as general counsel and secretary.
• Her retirement is effective on or before June 30, 2026.
• No compensation terms or successor appointment were disclosed in the filing.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Full-year FY2026 revenue was $738.2 million, up 24.4% year-over-year from $593.4 million.
• Non-GAAP operating income was $14.5 million in Q4 and $28.5 million for the full year.
• Trailing twelve-month dollar-based net retention was 109% as of January 31, 2026.
• Board authorized a $100 million share repurchase program, including a $50 million accelerated buyback.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The conversion was triggered because Class B shares had fallen below 10% of total outstanding Class A and Class B shares as of October 21, 2025.
• Immediately after conversion, approximately 112,689,870 shares of Class A Common Stock were outstanding.
• The company filed a Certificate of Retirement with Delaware to retire converted Class B shares and reduce authorized capital stock.
• Class A Common Stock continues trading on Nasdaq under ticker 'BRZE' with the same CUSIP number.

3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP operating loss was $37.5 million, while non-GAAP operating income was $5.1 million.
• GAAP net loss per share was $0.33; non-GAAP net income per share was $0.06.
• Total customers grew to 2,528, up 14% year-over-year; customers with ARR of $500,000 or more grew 29% to 303.
• For Q4 FY2026, Braze guides revenue of $197.5–198.5 million and non-GAAP operating income of $12.0–13.0 million.
• All outstanding Class B common stock will automatically convert to Class A common stock on the last trading day of the fiscal quarter ending January 31, 2026.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP operating loss was $38.8 million, while non-GAAP operating income was $6.0 million.
• Non-GAAP net income per share, diluted, was $0.15, compared to $0.09 in the prior-year quarter.
• Total customers increased to 2,422 as of July 31, 2025, from 2,163 a year earlier.
• For Q3 FY2026, Braze guides revenue of $183.5-$184.5 million; for full-year FY2026, revenue of $717.0-$720.0 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits