Form 8-K

8-K — Braze, Inc.

Accession: 0000950103-26-006243

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001676238

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — dp245711_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (dp245711_ex1001.htm)

EX-99.1 — EXHIBIT 99.1 (dp245711_ex9901.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: dp245711_8k.htm · Sequence: 1

false

0001676238

2026-04-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

April 28, 2026

______________________________________________________________

Braze, Inc.

(Exact name of registrant as specified in its

charter)

______________________________________________________________

Delaware

001-41065

45-2505271

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

63 Madison Building

28 East 28th Street, Floor 12

New York, New York 10016

(Address of principal executive offices, including

zip code)

(609) 964-0585

(Registrant's telephone number, including area

code)

Not Applicable

(Former name or former address, if changed since

last report)

______________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

BRZE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act.

☐

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April

28, 2026, Braze, Inc. (the “Company”) announced that Isabelle Winkles will resign as Chief Financial Officer of the Company,

effective May 29, 2026 (the “Termination Date”). Thereafter, Ms. Winkles has agreed to provide advisory services to the Company

as a consultant until August 17, 2026.

On April 28, 2026, the Company and Ms.

Winkles entered into a consulting agreement (the “Consulting Agreement”) pursuant to which Ms. Winkles shall provide

advisory services to the Company from the Termination Date until August 17, 2026. Under

the Consulting Agreement, Ms. Winkles will be entitled to receive the continued vesting of a portion of specified outstanding

restricted stock units (the “Equity Awards”) until August 17, 2026,

provided, that if the Consulting Agreement is terminated for convenience by the Company or as a result of Ms. Winkles’s death

or disability, in either case, prior to August 17, 2026, then the portion of the Equity

Awards that would have otherwise vested on or prior to August 17, 2026, will be

accelerated to vest as of the date of such event. The Consulting Agreement also includes a standard release of claims for the

benefit of the Company.

The foregoing summary of the Consulting Agreement

does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Consulting Agreement, a copy

of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April

28, 2026, the Company issued a press release announcing the anticipated leadership change described

herein and reaffirming the Company’s financial guidance for the first quarter of and full fiscal year ended January 31, 2027 that

was previously provided on March 24, 2026. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

***

The information contained in Item 7.01 and the

accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general

incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Consulting Agreement between Isabelle Winkles and Braze,

Inc., dated April 28, 2026

99.1

Press Release of Braze, Inc., dated April 28, 2026

104

Cover Page Interactive Data (embedded within the Inline

XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

BRAZE, INC.

By:

/s/ Susan

Wiseman

Susan Wiseman

General Counsel

Dated: April 28, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: dp245711_ex1001.htm · Sequence: 2

Exhibit 10.1

This CONSULTING AGREEMENT

(this “Agreement”), is dated as of April 28, 2026, by and between Braze, Inc. (“Braze,”

and together with its subsidiaries, affiliates and joint ventures for which it owns a majority interest, the “Company”)

and Isabelle Winkles (the “Consultant,” together with Braze, the “Parties”

and each, a “Party”). This Agreement will be effective on May 29, 2026 (the “Effective Date”).

For the avoidance of doubt, if the Consultant fails to sign or revokes the Release Agreement attached hereto as Exhibit A (the

“Release”), this Agreement shall not become effective, the Term (as defined in Section 4(a) below) of this Agreement

shall not commence and this Agreement shall automatically terminate and become null and void ab initio.

1. Consulting

Services and Continuing Obligations.

(a) Subject to and upon the terms and conditions set forth in this Agreement, effective on the Effective Date,

Braze hereby retains the Consultant, and the Consultant hereby agrees to be retained by Braze, to provide consulting services, including

transition support and such other services as shall be determined and reasonably requested from time to time by the Chief Executive Officer

of Braze, or his designee, (the “Services”).

(b) The amount of time that Consultant shall devote to the performance of the Services pursuant to this Agreement

will vary week to week. Consultant shall be available during normal business hours to provide the Services.

agreed upon by the Consultant and the Company. In rendering the Services under this Agreement, the Consultant shall act solely as an independent

contractor, the Consultant will not be eligible for any employee benefit plans or programs maintained by the Company, and this Agreement

shall not be construed to create any employee/employer relationship between the Consultant and the Company.

(d) During the Term of this Agreement, and except to the extent otherwise agreed upon in writing by the Consultant

and Braze, the Consultant will keep separate and not co-mingle (i) Consultant’s Services for Braze, and (ii) any contact information

obtained during Consultant’s consulting relationship with Braze, with those provided, or pursuant, to any other consulting arrangements.

(e) It is understood and agreed that the Consultant may be involved in any capacity in other businesses, endeavors

and undertakings. As consideration for the continued vesting of the Equity Awards (as defined below), Consultant agrees to comply with

the restrictive covenants and agreements set forth in the Employee Covenants Agreement signed by Consultant on November 27, 2019, as modified

hereby (“Covenants Agreement”), which is incorporated herein by reference, and all other written restrictive

covenants and agreements with the Company, restrictive covenants under the Equity Awards, and all confidentiality and other obligations

with respect to the Company under its Code Business Conduct and Ethics, Insider Trading Policy, Anti-Corruption Policy or otherwise, including

without limitation, non-competition, non-solicitation, confidentiality and insider trading restrictions (collectively, the “Restrictive

Covenants”). Consultant expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is

a material term of this Agreement. Consultant further acknowledges that, in the event that Consultant has materially violated any of the

Restrictive Covenants and fails to reasonably cure such material violation within 10 business days after receiving written notice from

the Company reasonably detailing such material violation and demanding that it be cured, Consultant shall forfeit any benefits described

in this Agreement, and to the extent permissible under applicable law, shall return to Braze any shares previously received as a result

of the vesting of the Equity Awards under Section 3 hereof, provided that the Consultant shall retain shares with a then market value

of $500.00, which the Parties agree constitutes valid and

ongoing consideration for the release

and waiver of claims in the Release Agreement, and Braze shall have no further obligation to Consultant.

(f) The Consultant agrees that Consultant’s continuing obligations under the Covenants Agreement shall

remain in full force and effect during the Term of this Agreement and are hereby incorporated by reference, provided, that, solely

for purposes hereof, the terms of the Covenants Agreement are hereby modified such that reference therein to the term of the Consultant’s

employment with the Company and termination thereof shall include reference to the Consultant’s consultancy pursuant to this Agreement

and the termination thereof such that, for example, the non-competition covenants set forth in the Covenants Agreement incorporated herein

shall continue during the Term of this Agreement and for a one-year period after the Term of this Agreement and the non-solicitation covenants

set forth in the Covenants Agreement and incorporated herein shall continue during the Term of this Agreement and for a one-year period

after the Term of this Agreement.

2. Expenses.

(a) Braze shall reimburse the Consultant for any actual out-of-pocket expenses incurred by the Consultant

while rendering Services under this Agreement so long as such expenses are reasonable and necessary, and appropriately documented and

approved per Braze’s standard practices.

(b) Except for any expense reimbursement made in accordance with Section 2(a) and any Equity Awards vesting

throughout the Term, the Company shall have no obligation to provide any compensation or benefits to the Consultant with respect to any

Services rendered by the Consultant to the Company pursuant to this Agreement.

3. Equity.

(a) The Parties hereby acknowledge and agree that for so long as (i) this Agreement becomes effective pursuant

to its terms, and (ii) the Consultant provides services materially in accordance with this Agreement during the Term, the end of the Consultant’s

employment with the Company shall not constitute an interruption in the Consultant’s Continuous Service (as defined in the Braze

2021 Equity Incentive Plan) for the following equity awards previously issued by the Company to the Consultant (the “Equity

Awards”):

· Award No. PS000007, previously issued by the Company to the Consultant on March 10, 2025, provided that

the number of shares issuable pursuant to vesting of such Equity Award shall not exceed 7,040 shares of Class A common stock (subject

to adjustment for any reverse or forward stock split effective after the date hereof, if any) regardless of any term to the contrary of

any Award Document (as defined below) related to such Equity Award; and

· Award No. RS005496, previously issued by the Company to the Consultant on March 3, 2023, provided that

the number of shares issuable pursuant vesting of such Equity Award shall not exceed 5,998 shares of Class A common stock (subject to

adjustment for any reverse or forward stock split effective after the date hereof, if any) regardless of any term to the contrary of any

Award Document related to such Equity Award.

For the sake of clarity, notwithstanding

anything herein or any Award Document to the contrary, the aggregate number of shares issuable upon vesting of the Equity Awards under

this Section 3(a) shall not exceed 13,038 shares of Class A common stock (subject to adjustment for any reverse or forward stock split

effective after the date hereof, if any).

Consultant hereby acknowledges and agrees

(i) that any restricted stock units or other equity awards (other than stock options) previously issued to the Consultant that do not

represent Equity Awards shall be terminated in their entirety on the Effective Date, and (ii) that any currently outstanding and unvested

stock options that are not Equity Awards shall cease to vest as of the Effective Date. The Parties further agree that, notwithstanding

anything to the contrary in the applicable Award Documents, if the Consultant’s services under this Agreement are terminated as

a result of the Consultant’s death or Disability (as defined in the Braze 2021 Equity Incentive Plan) prior to August 17, 2026,

then the vesting of the portion of the Equity Awards that would otherwise have vested between such date of termination and August 17,

2026 (assuming the Consultant had maintained Continuous Service throughout such period) shall be accelerated to vest as of such date of

termination.

(b) Unless otherwise provided pursuant to Section 3(a) hereof, effective as of the earlier of (i) date the

Term ends as defined in Section 4 hereof, or (ii) the effective date of any termination of this Agreement in accordance with Section 4(b)

or Section 4(c) hereof (the “Consultancy Termination Date”), (A) Consultant shall immediately cease to time-vest

in any Equity Awards that are restricted stock units (“RSUs”), and (B) the unvested portion of the RSUs which

have not time-vested will be automatically cancelled and forfeited by Consultant for no consideration. If applicable, rights

in respect of the portion of any equity award(s) that remain outstanding will continue to be governed by the equity plan(s) and award

agreement(s) pursuant to which such award(s) was or were granted to Consultant (including any amendments thereto) (collectively, the “Award

Documents”). Consultant’s vested stock options will remain exercisable until the three-month anniversary of the Consultancy

Termination Date. If Consultant does not exercise vested stock options within three months of the Consultancy Termination Date, those

options will be forfeited without compensation or other obligations by the Company, as set forth in the Award Documents.

4. Term;

Termination.

(a) This Agreement shall take effect as of the Effective Date and shall continue thereafter in full force

and effect until and including August 17, 2026, unless terminated earlier in accordance with the provisions of Section 4(b) or 4(c) hereof

(the “Term”). The Consultant shall begin providing the Services to Braze on the Effective Date.

(b) Braze may unilaterally terminate this Agreement and immediately cease the vesting of the Equity Awards

earlier than August 17, 2026 should the Consultant materially breach the Release Agreement, any Restrictive Covenants (as modified by

Section 1 of the Agreement), or engage in conduct that constitutes grounds to terminate Consultant for “Cause” (as defined

in the Company’s Executive Severance Plan) and fails to reasonably cure such material breach or grounds for Cause within 10 business

days after receiving written notice from the Company reasonably detailing such material breach or grounds for Cause and demanding that

it be cured. Should Consultant engage in any of the conduct listed in the preceding sentence, Braze may terminate the Agreement if Consultant

fails to cure the conduct after Braze provides Consultant with the aforementioned notice and opportunity to cure.

providing Consultant with five (5) days’ written notice, but in such case, then the vesting of the portion of Consultant’s

Equity Awards that would have otherwise vested had the Consultant maintained Continuous Service for the Company through the Term shall

be accelerated to vest as of such Consultancy Termination Date.

(d) Upon expiration or termination of this Agreement, the Consultant agrees that Consultant will not represent

herself to third parties as having a role with the Company, nor have any authority to speak or act for or on behalf of the Company.

5. No

Conflicting Obligation. The Consultant hereby represents that Consultant is free to enter into this Agreement and that Consultant’s

performance of all of the terms of this Agreement and of all of Consultant’s duties as a consultant to the Company do not and will

not breach (i) any agreement to keep in confidence information acquired by the Consultant in confidence or in trust, (ii) any agreement

to assign to any third party inventions made by the Consultant, or (iii) any agreement not to compete against the business of any third

party. Consultant further represents that Consultant has not made and will not make any agreements in conflict with this Agreement.

6. No

Use of Name, Etc.

(a) Without the prior written consent of the Company, the Consultant shall not at any time use, for herself

or on behalf of any other person, any name that is identical or similar to or likely to be confused with the name of the Company or any

of Affiliate of the Company (as defined below) or any product or service produced or provided by the Company or any Affiliate of the Company.

(b) The Consultant shall not hold herself out as currently representing the Company without the prior written

consent of the Company, unless it is within the scope of the Services being provided to the Company. Matters and inquiries

outside the scope of the Services and relating to the Company should be directed to the Chief Executive Officer of the Company.

with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations

of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government

agency, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation.

The Consultant does not need the prior authorization of the Company to engage in conduct protected by this Section, and the Consultant

does not need to notify the Company that Consultant has engaged in such conduct. The Consultant should take notice that federal law provides

criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to

their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§

1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit

for retaliation for reporting a suspected violation of the law.

7. Return

of Property. The Consultant agrees to promptly return to the Company after the end of the Term or sooner if requested by Company

all of its property, including, but not limited to, computers, files, and documents, including any correspondence or other materials

containing trade secrets of the Company, identification cards, credit cards, keys, equipment, software and data, however stored other

than Company property that Consultant is permitted to retain to perform the Services, as agreed with the Company. To the extent that

Consultant made use of Consultant’s own personal computing devices (e.g., PDA, laptop, thumb drive, etc.) while providing services

to the Company, whether during the Term or prior thereto, Consultant warrants that Consultant will delete all Company property and information

from such personal computing devices and/or allow (at the Company’s expense) a third-party computer professional agreeable to Consultant

confidential access to such personal computing devices for the purpose of remotely deleting all Company property and information from

such personal computing devices.

8. Release. On the Effective Date, Consultant will sign and deliver a release agreement in

the form attached hereto as Exhibit A (the “Release Agreement”). Consultant hereby acknowledges and agrees

that this Agreement shall become and remain effective only if Consultant timely signs the Release and does not revoke the Release.

9. Miscellaneous.

(a) This Agreement represents the entire Agreement of the Parties with respect to the arrangements contemplated

hereby. No prior agreement, whether written or oral, shall be construed to change, amend, alter, repeal or invalidate this

Agreement. This Agreement may be amended only by a written instrument executed in one or more counterparts by the Parties.

(b) No consent to or waiver of any breach or default in the performance of any obligations hereunder shall

be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any other

obligations hereunder. Failure on the part of either Party to complain of any act or failure to act of the other Party or to declare the

other Party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder and no waiver

hereunder shall be effective unless it is in writing, executed by the Party waiving the breach or default hereunder.

successors and permitted assigns. This Agreement may be assigned by the Company to any Affiliate of the Company and to a successor of

its business to which this Agreement relates (whether by purchase or otherwise). “Affiliate of the Company”

means any person or entity which, directly or indirectly, controls or is controlled by or is under common control with the Company and,

for the purposes of this definition, “control” (including the terms “controlled by” and “under common control

with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of another whether through the ownership of voting securities or holding of office in another, by contract or otherwise. The Consultant

may not assign or transfer any or all of Consultant’s rights or obligations under this Agreement; provided, that, any amounts due

under this Agreement upon or following the Consultant’s death shall be paid to Consultant’s estate or beneficiaries, as applicable.

(d) Unless otherwise provided herein, any notice, report, payment or document to be given by one Party to

the other shall be in writing and shall be deemed given when delivered personally or mailed by certified or registered mail, postage prepaid

(such mailed notice to be effective on the date which is three business days after the date of mailing), or sent by nationally recognized

overnight courier (such notice sent by courier to be effective one business day after it is deposited with such courier), or sent by email

(such notice sent by email to be effective when sent, if confirmed by certified or registered mail or overnight courier as aforesaid),

addressed to the Party at the address set forth on the signature page to this Agreement or to such other place as any Party may designate

as to itself by written notice to the other Party. Either Party may change its address for notices by means of a notice delivered in accordance

with this Section 8(d). Notwithstanding the foregoing, all such notices, reports, payments or documents provided by the Company to the

Consultant shall be sent by email (in addition to any other form of delivery chosen by the Company) to the Consultant at her personal

email address on file with the Company.

(e) This Agreement shall be governed by and construed in accordance with the substantive laws of the State

of New York without reference to any choice or conflict of laws rule or provision that would result in the application of the substantive

law of any other jurisdiction. Section headings of this

Agreement are for reference only and shall

not affect its interpretation. In the event that any provision of this Agreement is held unenforceable by a court of competent jurisdiction,

such court is hereby authorized to amend such provision so as to be enforceable to the fullest extent permitted by law, and all remaining

provisions shall continue in full force without being impaired or invalidated in any way.

(f) The Parties agree that any breach or threatened breach of Sections 1(e), 1(f), 5, 6, 7 or 9 of this Agreement

by the Consultant may cause irreparable harm to the Company and that money damages will not provide an adequate remedy. In

the event of a breach or threatened breach of Sections 1(e), 1(f), 5, 6, 7 or 9 of this Agreement by the Consultant, the Company shall,

in addition to any other rights and remedies it may have, be entitled to seek an injunction, without the need to post bond.

(g) This Agreement may be executed in counterparts, all of which together shall for all purposes constitute

one agreement binding on each of the Parties hereto notwithstanding that each such Party shall not have signed the same counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties

have signed this Agreement as of the date first above written, intending it to take effect as a sealed instrument.

BRAZE, INC.

By:

/s/ Priyanka Singh

Name:

Priyanka Singh

Title:

Chief People Officer

CONSULTANT

By:

/s/ Isabelle Winkles

Isabelle Winkles

Exhibit A

General Release and Waiver of Claims (this

“Release”)

(This Exhibit A must be signed on,

but not before, the Effective Date)

In exchange for the benefits and other consideration

provided by Braze, Inc. (“Braze,” together with its subsidiaries and affiliates, the “Company”)

as set forth in the Consulting Agreement to which this Release is attached (the “Agreement”), which you hereby

acknowledge and agree are just and sufficient consideration for the waivers, releases and commitments set forth herein, to the fullest

extent permitted by law, you hereby knowingly and voluntarily release and waive any claims you may have against the Company, its affiliates,

subsidiaries and each of their current and former owners, representatives, agents, officers, shareholders, partners, members, employees,

directors and agents thereof, both individually and in their business capacities, attorneys, subscribers, subsidiaries, affiliates, predecessors,

successors and assigns, and the Company’s employee benefit plans and programs and their administrators and fiduciaries (collectively,

the “Releasees”), whether known or not known, asserted or unasserted, that arise out of or are in any way related

to events, acts, conduct or omissions occurring prior to and up to and including the date that you sign this Release (collectively, the

“Released Claims”) including, but not limited to, claims under any employment laws, breach of contract, breach

of the covenant of good faith and fair dealing, all tort claims (including, but not limited to, claims for fraud, violation of public

policy, defamation, physical injury or emotional distress), claims for compensation or benefits arising out of your employment or your

separation of employment (including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance

pay, fringe benefits, or stock options, restricted stock units, profits interests or other ownership interests in the Company or any of

its affiliates); except, if you are a California employee, this wage release of wage claims is limited to disputed wages or as such release

may be limited by applicable law as of the Effective Date; claims under any federal, state or local law, rule, regulation or ordinance,

and any contract, tort, constitutional or common law claim, including, without limitation any claims or actions under the New York State

Executive Law (including its Human Rights Law), the New York City Administrative Code (including its Human Rights Law), the New York Equal

Pay Law, the New York Equal Rights Law, the New York Off-Duty Conduct Lawful Activities Discrimination Law, the New York State Labor Relations

Act, the New York Whistleblower Statute, the New York Family Leave Law, the New York Wage and Hour Laws, the New York WARN Laws, the New

York Civil Rights Law, the New York State Corrections Law, the New York City Earned Sick Time Act (Paid Sick Leave Law), the retaliation

provisions of the New York State Workers’ Compensation Law, the New York State False Claims Act, the New York State Rights of Persons

with Disabilities Law, the New York State Nondiscrimination Against Genetic Disorders Law, the New York State Smokers’ Rights Law,

the New York AIDS Testing Confidentiality Act, the New York Genetic Testing Confidentiality Law, the New York Discrimination by Employment

Agencies Law, the New York Bone Marrow Leave Law, the New York Adoptive Parents Child Care Leave Law, the New York State Constitution,

and the New York City Charter, the Civil Rights Act of 1866; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991;

the Occupational Safety and Health Act of 1970; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; Sections

1981 through 1988 of Title 42 of the United States Code; the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Americans

with Disabilities Act Amendments Act; the Family and Medical Leave Act of 1993; the Age Discrimination in Employment Act of 1967 (“ADEA”)

(including the Older Workers Benefit Protection Act (“OWBPA”)); the Worker Adjustment and Retraining Notification

Act of 1989; the Uniformed Services Employment and Reemployment Rights Act of 1994; the Fair Credit Reporting Act; the Genetic Information

Nondiscrimination Act of 2008, in each case, including all amendments to the foregoing.

In addition, you also agree to waive any right

to bring, maintain, or participate in a class action, collective action, or representative action against the Company and/or the Releasees

to the fullest extent permitted by law. You agree that you may not serve as a representative of a class action, collective

action, or representative action, may not participate as a member of a class action, collective action, or representative action, and

may not recover any relief from a class action, collective action, or representative action. You further agree that if you

are included within a class action,

collective action, or representative action, you

will take all steps necessary to opt-out of the action or refrain from opting in, as the case may be. You are not waiving any

right to challenge the validity of this paragraph on any grounds that may exist in law and equity. However, the Company and

the Releasees reserve the right to attempt to enforce this Exhibit A, including this paragraph, in any appropriate forum.

You also understand and acknowledge that you have

received all amounts due from the Company relating to your employment with the Company, including but not limited to, all wages earned,

sick pay, personal leave pay, vacation pay, and/or overtime pay, except for any payments for payroll period that have not yet been made

by the Company as of your execution of this Release. Further, by executing this Release, you acknowledge that the Company has

paid you all salary, wages, and other compensation it owes you (other than any payments for payroll period that have not yet been made

by the Company as of your execution of this Release); and that you had the opportunity prior to signing this Release to raise to the Company

any concerns or complaints about these or any other matters regarding your employment, compensation and/or affiliation with the Company

and have done so. You further acknowledge that the salary you received was intended to and did pay you for all of the hours you worked

for all payroll periods for which payment has been made. Other than as expressly agreed to in the Agreement, you acknowledge

that the Company does not owe you any other amounts.

Nothing in this Release constitutes a release

or waiver by you of, or prevents you from making or asserting: (i) any claim or right you may have under COBRA; (ii) any claim or right

you may have for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written

terms of a qualified employee pension or other retirement plan; (iv) any medical claim incurred during your employment that is payable

under applicable medical plans or an employer-insured liability plan; (v) any claim or right that may arise after the execution of this

Release; (vi) any claim or right you may have under the Agreement or this Exhibit A; or (vii) any claim or right pursuant to any

Company liability insurance policy; (viii) any claim or right to indemnification, including, without limitation, pursuant to any Company

governance document or policy; (ix) any claim or right as a stockholder of Braze or (x) any claim that is not otherwise waivable under

applicable law.

By signing this Exhibit A, you understand

and acknowledge that:

a. Braze advises you to consult with an attorney before signing this Release;

b. You have obtained independent legal advice from an attorney of your own choice with respect to this Release

or you knowingly and voluntarily chosen not to do so;

c. You freely, voluntarily and knowingly enter into this Release after due consideration;

d. You have 21 days to review and consider this Release;

e. You are signing this Release on or within 21 days after the Effective Date;

f. You have a right to revoke this Release within seven calendar days of signing this Release by notifying

Braze’s General Counsel by email at generalcounsel@braze.com, or by overnight mail to Braze, Inc.,

28 East 28th Street, 13th Floor, New York, New York, 10016 Attn: General Counsel. Any revocation must be submitted

in writing, and state: “I hereby revoke my acceptance of our agreement” or words to that effect;

g. Unless revoked, this Release will become effective on the eighth day following its execution;

h. You agree that changes to this Release, whether material or immaterial, do not restart the running of

the 21-day consideration period;

i. In exchange for your waivers, releases and commitments set forth herein, including your waiver and release

of all claims arising under the ADEA and OWBPA, the benefits and other considerations that you are receiving pursuant to the Agreement

exceed any payment, benefit or other thing of value to which you would otherwise be entitled, and are just and sufficient consideration

for the waivers, releases and commitments set forth herein;

j. No promise or inducement has been offered to you, except as expressly set forth herein, and you are not

relying upon any such promise or inducement in entering into this Release; and

k. YOU REPRESENT THAT YOU HAVE READ THE TERMS OF THIS RELEASE, THAT THIS RELEASE IS WRITTEN IN A MANNER THAT

YOU CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS RELEASE OTHER THAN THOSE

CONTAINED HEREIN.

You understand and acknowledge that the benefits

set forth in the Agreement will not be provided to you until you have executed the Agreement and this Exhibit A.

This Exhibit A incorporates by reference,

as if set forth fully herein, all terms and conditions of the Agreement between you and Braze, including the recitation of consideration

provided by Braze. By signing this Exhibit A, you waive, release and forever discharge any and all claims that may have

arisen through the date of your execution of this Exhibit A.

UNDERSTOOD, AGREED TO

AND ACCEPTED WITH THE

INTENTION TO BE LEGALLY BOUND:

__________________________________

Isabelle Winkles

Date: ______________________________

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp245711_ex9901.htm · Sequence: 3

Exhibit 99.1

Braze to Report Fiscal First Quarter 2027 Results;

Reaffirms First Quarter and FY27 Guidance

Company Shares Management Team Updates

NEW YORK — April 28, 2026 — Braze (Nasdaq: BRZE), the

leading customer engagement platform that empowers brands to Be Absolutely Engaging™, announced today that it will release its financial

results for the first quarter of the 2027 fiscal year after U.S. financial markets close on Wednesday, May 27, 2026. Braze will host a

webcast conference call to discuss its financial results at 4:30 pm ET (1:30 pm PT) on the same day. The webcast will be available under

the events section of its Investor site at investors.braze.com.

In addition, Braze is reaffirming the financial guidance provided on

March 24, 2026 for both the first quarter and the full year of its current fiscal year (which ends January 31, 2027).

Management Team Updates

Isabelle Winkles, Chief Financial Officer, has advised the company that

she will step down from her role at Braze to pursue another opportunity at a privately held company. Ms. Winkles will continue to serve

as the company’s CFO until May 29, 2026, overseeing the close of the current quarter and joining for the presentation of Q1 financial

results to the investment community on May 27th. Thereafter, Ms. Winkles will serve in an advisory capacity through August 17, 2026 to

ensure a smooth transition.

The company plans to appoint Pankaj Malik, currently Chief Accounting

Officer, as its Interim Chief Financial Officer. Mr. Malik has led the accounting department of Braze since 2021. Braze has also begun

a formal search to permanently fill the CFO role.

"We are grateful for Isabelle’s leadership and contributions

to Braze. Since joining in 2020, her dedication and support have contributed to our success, including navigating the COVID era, the successful

execution of our IPO, and overseeing a material improvement to Braze's profitability and free cash flow in subsequent years. We wish her

continued success in her future role," said Bill Magnuson, Cofounder and CEO of Braze. "I look forward to working with Pankaj

in the interim CFO role. As a valued leader on our finance team, I am confident that he will support a seamless transition as we continue

to execute on the market opportunity in front of us. We remain steadfast in our strong market position and continued growth, and I look

forward to sharing more during our first quarter earnings call on May 27, 2026."

Braze Welcomes Chief Information Officer

Nick Rockwell will join the company as Chief Information Officer effective

June 1, 2026. Nick will report to Braze Cofounder and Chief Technology Officer, Jon Hyman. In his role as CIO, Nick will lead initiatives

related to compliance, data governance, AI transformation, enterprise business data flows, and corporate IT. Nick previously held

technology and operations leadership roles at Fastly, Inc., the edge cloud platform. Prior to Fastly, Nick was Chief Technology and Chief

Information Officer at The New York Times, where he helped the Times make the transition to a digital-first company. Throughout his career,

Nick has worked at the intersection of media and technology, scaling companies and building digital products for mass audiences.

“Nick has a strong track record of delivering business value with

technology at prominent public companies. His ability to provide engineering and infrastructure leadership to high-performance technology

businesses, alongside operational management of enterprise systems at scale makes him an incredible fit for Braze. In particular, Nick's

focus on AI enterprise transformation will support ongoing AI transformation across Braze while maintaining high compliance and governance

standards,” said Jon Hyman, Cofounder and Chief Technology Officer of Braze.

About Braze

Braze is the leading customer engagement platform that empowers brands to Be Absolutely Engaging™. Braze helps brands deliver

great customer experiences that drive value both for consumers and for their businesses. Built on a foundation of composable intelligence,

BrazeAI™ allows marketers to combine and activate AI agents, models, and features at every touchpoint throughout the Braze Customer

Engagement Platform for smarter, faster, and more meaningful customer engagement. From cross-channel messaging and journey orchestration

to Al-powered decisioning and optimization, Braze enables companies to turn action into interaction through autonomous, 1:1 personalized

experiences. The company has repeatedly been recognized as a Leader in marketing technology by industry analysts, and was voted a G2 “Best

of Marketing and Digital Advertising Software Product” in 2025. Braze was also named

a 2025 Best Companies To Work For by U.S. News & World Report, a 2025 America’s Greatest Companies by Newsweek, and a 2025 Fortune

Best Workplace in Technology™ by Great Place To Work®. The company is headquartered in New York with 15 offices across

the Americas, EMEA, and APAC. Learn more at braze.com.

Forward-looking Statements

This press release contains “forward-looking

statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995,

including but not limited to, statements regarding Braze’s financial outlook for the first quarter of and the full fiscal year ended

January 31, 2027. These forward-looking statements are based on current expectations, estimates, forecasts and projections. Words such

as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,”

“hope,” “intend,” “may,” "might,” “potential,” “predict,” “project,”

“shall,” “should,” “target,” “will” and variations of these terms and similar expressions

are intended to identify these forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are

based on Braze’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions

and changes in circumstances that may cause Braze’s actual results, performance or achievements to be materially different from

any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not

limited to, risks and uncertainties related to: (1) the extent to which Braze achieves anticipated financial targets; (2) Braze’s

ability to realize its broader strategic and operating objectives; (3) unstable market and economic conditions may have serious adverse

consequences on Braze’s business, financial condition and share price; (4) Braze’s recent rapid revenue growth may not be

indicative of its future revenue growth; (5) Braze’s history of operating losses; (6) Braze’s limited operating history at

its current scale; (7) Braze’s ability to successfully manage its growth; (8) the accuracy of estimates of market opportunity and

forecasts of market growth and the impact of global and domestic socioeconomic events on Braze’s business; (9) Braze’s ability

and the ability of its platform to adapt and respond to changing customer or consumer needs, requirements or preferences; (10) Braze’s

ability to attract new customers and renew existing customers; (11) the competitive markets in which Braze participates and the intense

competition that it faces; (12) Braze’s ability to adapt and respond effectively to rapidly changing technology, evolving cybersecurity

and data privacy risks, evolving industry standards or changing regulations; and (13) Braze’s reliance on third-party providers

of cloud-based infrastructure; as well as other risks and uncertainties discussed in the “Risk Factors” section of Braze’s

Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 25, 2026, and other subsequent filings Braze

makes with the SEC from time to time. The forward-looking statements included in this press release represent Braze’s views only

as of the date of this press release and Braze assumes no obligation, and does not intend to update these forward-looking statements,

except as required by law.

Investors:

Christopher Ferris

ir@braze.com

Media:

Steve Ballerini

Press@braze.com

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