| Item 1. | |
| (a) | Name of issuer:
Braze, Inc. |
| (b) | Address of issuer's principal executive offices:
63 Madison Building, 28 E. 28th Street, 12th floor mailroom, New York, New York 10016 |
| Item 2. | |
| (a) | Name of person filing:
William Magnuson |
| (b) | Address or principal business office or, if none, residence:
c/o Braze, Inc.
63 Madison Building
28 E. 28th Street, 12th floor mailroom
New York, New York 10016 |
| (c) | Citizenship:
United States of America |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
10576N102 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of January 30, 2026, Mr. Magnuson beneficially owned 5,442,321 shares of the Issuer's Class A common stock, par value $0.0001 per share, consisting of (a) 4,145,465 shares held directly by Mr. Magnuson, (b) 470 shares held indirectly by Mr. Magnuson, (c) 44,728 shares of Class A Common Stock issuable pursuant to restricted stock units held directly by Mr. Magnuson that will vest and settle within 60 days of January 30, 2026 , and (d) 1,251,658 shares of Class A common stock issuable upon the exercise of vested and exercisable options.
As disclosed in the Issuer's Current Report on Form 8-K filed on February 2, 2026, on October 21, 2025, the number of outstanding shares of Class B Common Stock of the Issuer, par value $0.0001 per share, represented less than 10% of the aggregate number of shares of the then outstanding Class A Common Stock, and Class B Common Stock of the Issuer. Accordingly, pursuant to the terms of the Issuer's Eighth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") on January 30, 2026, each outstanding share of Class B Common Stock automatically converted into one share of Class A Common Stock, and each outstanding option to purchase shares of the Issuer's Class B common stock issued pursuant to the Issuer's Amended and Restated 2011 Equity Incentive Plan was automatically converted into an option to purchase the same number of shares of the Issuer's Class A common stock. |
| (b) | Percent of class:
Based on 112,679,841 shares of Class A Common Stock issued and outstanding as of January 30, 2026, and the information set forth in (a) above, Mr. Magnuson beneficially owned 4.77% of the outstanding Class A Common Stock. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
5,441,851
|
| | (ii) Shared power to vote or to direct the vote:
470
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| | (iii) Sole power to dispose or to direct the disposition of:
5,441,851
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| | (iv) Shared power to dispose or to direct the disposition of:
470
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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