Form 8-K

8-K — Braze, Inc.

Accession: 0001676238-26-000024

Filed: 2026-05-27

Period: 2026-05-25

CIK: 0001676238

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

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

Item: Financial Statements and Exhibits

Documents

8-K — brz-20260525.htm (Primary)

EX-10.1 (confirmatoryofferletterbya.htm)

EX-99.1 (a20260430-brazeincxq127ear.htm)

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8-K

8-K (Primary)

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FALSE000167623800016762382026-05-252026-05-25

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): May 25, 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 2.02. Results of Operations and Financial Condition.

On May 27, 2026, Braze, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended April 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and Exhibit 99.1 in this Current Report on Form 8-K, including 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On May 25, 2026, the Board of Directors (the “Board”) of the Company appointed Pankaj Malik, who currently serves as the Company’s Chief Accounting Officer, as the Company's Interim Chief Financial Officer, effective as of May 29, 2026. Mr. Malik will also continue to serve as the Company’s Chief Accounting Officer.

Mr. Malik is 44 years old and has served as the Company's Chief Accounting Officer since June 2021. Prior to joining Braze, he served as the Vice President and Global Controller at Impact.com, a partnership management software company, in 2020. He previously served as the Vice President and Global Controller at UiPath, an automation software company from 2018 to 2019. From 2015 to 2018, Mr. Malik held various roles, including Director of Strategy and Business Management at HP, a personal computing hardware company. Mr. Malik received his CA from The Institute of Chartered Accountants of India (ICAI) and is a certified public accountant.

In connection with his appointment, on May 26, 2026, Mr. Malik and the Company entered into a confirmatory offer letter (the “Offer Letter”), pursuant to which Mr. Malik is entitled to receive an annual base salary of $409,013 and is eligible to earn an annual discretionary performance-based bonus under the Company’s Senior Leadership Performance-Based Compensation Plan and other bonus practices in place from time to time. The annual target amount of such bonus is equal to $205,000, provided, that the actual amount of such bonus will be determined based on Mr. Malik’s individual and Company performance.

The foregoing summary of the Offer Letter does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Malik and any other persons pursuant to which he was appointed as Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Malik and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 Confirmatory Offer Letter, by and between Braze, Inc. and Pankaj Malik, dated May 26, 2026

99.1 Press Release of Braze, Inc., dated May 27, 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/Isabelle Winkles

Isabelle Winkles

Chief Financial Officer

Dated: May 27, 2026

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Braze, Inc.

28 East 28th St.

12th Floor Mailroom

New York, NY 10016, USA

May 26, 2026

Pankaj Malik

VIA EMAIL

Dear Pankaj,

You are currently employed by Braze, Inc. (the “Company”), and will serve, effective May 29, 2026, as Interim Chief Financial Officer and Chief Accounting Officer. This letter confirms the existing terms and conditions of your employment in that role.

POSITION. You will serve in a full-time capacity as Interim Chief Financial Officer and Chief Accounting Officer, reporting to the Company’s Chief Executive Officer, and your primary office will be in New York at the Company’s corporate headquarters. Subject to the other provisions of this letter agreement, we may change your position, duties, and work location from time to time at our discretion.

EMPLOYEE BENEFITS. As a regular employee of the Company, you are eligible to participate in the Company’s standard benefits, subject to the terms and conditions of such plans and programs. Subject to the other provisions of this letter agreement, we may change compensation and benefits from time to time at our discretion.

SALARY. Your annual base salary will be $409,013, payable in semi-monthly installments in accordance with the Company’s standard payroll practices for salaried employees. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.

PERFORMANCE BASED COMPENSATION. You are eligible to earn discretionary performance-based compensation (“PBC”), to be paid out in conformity with the Company’s Senior Leadership Performance-Based Compensation Plan and other bonus practices in place from time to time. Your PBC target will be equal to $205,000 annually, provided, however, that the precise amount of your PBC will be determined based on your individual and Company performance. You must be actively employed by the Company on the date on which PBC is paid in order to be eligible to earn PBC. In no case will you be eligible to earn PBC after your employment with the Company has terminated, regardless of the reason for such termination.

EQUITY. You have been granted various equity interests in the Company. Those equity interests shall continue to be governed in all respects by the terms of the applicable equity agreements, grant notices and equity plans.

COVENANTS AND DISPUTE RESOLUTION AGREEMENTS. You remain subject to the terms of the Employee Covenants Agreement that you previously executed on April 27, 2021 (“Covenants Agreement”), and the Employee Dispute Resolution Program Agreement that you previously executed on February 15, 2024 (the “Dispute Resolution Agreement”).

PERIOD OF EMPLOYMENT. Your employment with the Company remains “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. This remains the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company.

SEVERANCE. You will be eligible for severance benefits under the terms and conditions of the Company’s Executive Severance Plan.

AMENDMENT. This letter agreement (except for terms reserved to the Company’s discretion) may not be amended or modified except by an express written agreement signed by you and a duly authorized officer of the Company.

GOVERNING LAW. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

This letter, together with your Covenants Agreement, Dispute Resolution Agreement, equity agreements and other agreements referenced herein, forms the complete and exclusive statement of your employment agreement with the Company and supersedes any other agreements or promises made to you by anyone, whether oral or written, with respect to the subject matter hereof. If any provision of this employment letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this employment letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter may be delivered and executed via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes.

Please sign and date this letter below to indicate your agreement with its terms.

Sincerely,

Braze, Inc.

By: /s/Priyanka Singh

Title: Priyanka Singh, Chief People Officer

Date: May 26, 2026

ACCEPTED AND AGREED TO:

By: /s/Pankaj Malik

Signature of Pankaj Malik

Dated: May 26, 2026

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BRAZE DELIVERS FOURTH STRAIGHT QUARTER OF ORGANIC REVENUE GROWTH ACCELERATION

Realizes 30% reported and 27% organic year-over-year revenue growth in the fiscal first quarter of 2027

Trailing twelve month dollar-based net retention rises to 110% in the first quarter of 2027

NEW YORK -- (BUSINESSWIRE) -- May 27, 2026 -- Braze (Nasdaq: BRZE) the leading customer engagement platform that empowers brands to Be Absolutely EngagingTM, today announced results for its fiscal quarter ended April 30, 2026.

“We are off to a strong start in fiscal year 2027, delivering the fourth straight quarter of organic revenue acceleration, driven by strong demand for our AI-powered customer engagement platform,” said Bill Magnuson, cofounder and CEO of Braze. “The strong market momentum we experienced at the end of fiscal year 2026 carried directly into this quarter. Our AI solutions, including BrazeAI Operator™, BrazeAI Agent Console™, and BrazeAI Decisioning Studio™ are already delivering measurable results for customers. The world's leading brands are increasingly looking to transform their businesses through our platform as they deepen their direct-to-consumer relationships and build their futures on Braze. The strength of our results validates our product leadership, go-to-market approach, and financial strategy, positioning Braze to become the global standard for customer engagement.”

Fiscal First Quarter 2027 Financial Highlights

•Revenue was $211.0 million compared to $162.1 million in the first quarter of the fiscal year ended January 31, 2026, up 30.2% year-over-year, driven primarily by new customers, upsells, and renewals.

•Subscription revenue in the quarter was $195.2 million compared to $154.9 million in the first quarter of the fiscal year ended January 31, 2026, and professional services and other revenue was $15.8 million compared to $7.2 million in the first quarter of the fiscal year ended January 31, 2026.

•Remaining performance obligations as of April 30, 2026 were $1,079.2 million, of which $670.3 million is current, which the company defines as less than one year.

•GAAP gross margin was 65.7% compared to 68.6% in the first quarter of the fiscal year ended January 31, 2026.

•Non-GAAP gross margin was 67.4% compared to 69.3% in the first quarter of the fiscal year ended January 31, 2026.

•Dollar-based net retention for all customers for the trailing 12 months ended April 30, 2026 and April 30, 2025 was 110% and 109%, respectively; dollar-based net retention for customers with annual recurring revenue (ARR) of $500,000 or more was 111% compared to 112% in the first quarter of the fiscal year ended January 31, 2026.

•Total customers increased to 2,713 as of April 30, 2026 from 2,342 as of April 30, 2025; 349 of the company’s customers had ARR of $500,000 or more as of April 30, 2026, compared to 262 customers as of April 30, 2025.

•GAAP operating loss was $27.5 million compared to an operating loss of $40.2 million in the first quarter of the fiscal year ended January 31, 2026. A primary contributor to the operating loss in the quarter included $33.6 million of stock-based compensation expense.

•Non-GAAP operating income was $10.5 million compared to non-GAAP operating income of $2.8 million in the first quarter of the fiscal year ended January 31, 2026.

•GAAP net loss per share attributable to Braze common stockholders, basic and diluted, of $0.24 based on 110.8 million weighted average shares outstanding in the first quarter of the fiscal year ending January 31, 2027, compared to GAAP net loss per share attributable to Braze common stockholders, basic and diluted, of $0.34, based on 104.6 million weighted average shares outstanding in the first quarter of the fiscal year ended January 31, 2026.

•Non-GAAP net income per share attributable to Braze common stockholders, diluted, was $0.10 based on 112.9 million weighted average shares outstanding in the first quarter of the fiscal year ending January 31, 2027, compared to non-GAAP net income per share attributable to Braze common stockholders, diluted, of $0.07 based on 108.0 million weighted average shares outstanding in the first quarter of the fiscal year ended January 31, 2026.

•Net cash provided by operating activities was $28.1 million compared to net cash provided by operating activities of $24.1 million in the first quarter of the fiscal year ended January 31, 2026.

•Free cash flow was $26.8 million compared to $22.9 million in the first quarter of the fiscal year ended January 31, 2026.

•Total cash and cash equivalents, restricted cash, and marketable securities was $391.5 million as of April 30, 2026 compared to $415.9 million as of January 31, 2026.

Business Highlights

•Notable new business wins and existing customer expansions in the quarter included Bondora Group, ClassPass, Denny’s, Deuna, Kueski, NRMA, Regal Cinemas, Salomon, and Subway.

•Hosted nearly 1,200 in-person attendees at City x City London, Braze’s largest gathering of prospects and customers outside of the U.S., for an event centered on shaping the future of AI-driven customer engagement.

•Released the Forrester Total Economic Impact™ Of Braze study* which examines the combined business impact of the Braze platform and BrazeAI Decisioning Studio™ and finds that a composite organization using the Braze platform achieved an estimated 457% return on investment over three years, with a net present value of $23.5 million and payback in less than six months.

Innovations

•Announced Braze Creative Studio, including new integrations with Figma and Canva, which connect creative execution with real-time data, intelligence, and cross-channel delivery, thus enabling brands to transform generic assets into relevant, memorable brand experiences.

•Made BrazeAI Operator™ generally available months ahead of schedule. Operator is a companion that provides a unified experience for accessing AI to build campaigns, uncover data insights, answer questions and greatly simplify execution. Amplified with a major public launch at City x City London in April, including new innovations added since general availability such as a unified experience to access AI while creating or modifying campaigns, with additional enhancements currently in beta.

•Made BrazeAI Agent Console™ generally available months ahead of schedule, and launched to the public at City x City London in April. Agent Console brings the power of generative and agentic AI directly into Braze Canvas and Catalogs. Additional innovation introduced after general availability includes enabling automated agents to run personalized campaigns and manage two-way customer engagement to drive ROI, with much more to come in beta.

Management Team Updates

•Chris Lal joined the company as General Counsel on May 15, 2026 to lead global legal, strategic and governance matters, including intellectual property, privacy, commercial, corporate, employment and responsible-AI initiatives. Mr. Lal brings deep experience both as a business leader and a corporate and securities attorney, having led legal functions at companies across data analytics, technology, e-commerce and retail.

•Nick Rockwell will join the company as Chief Information Officer to lead compliance, data governance, AI transformation, enterprise business data flows, and corporate IT initiatives effective June 1, 2026. Mr.

Rockwell brings extensive experience across media, publishing and technology organizations, building digital products for mass audiences.

•The company appointed Pankaj Malik, currently Chief Accounting Officer, as its Interim Chief Financial Officer effective May 29, 2026. Mr. Malik has led the Braze accounting department since 2021.

Financial Outlook

Braze is initiating guidance for the fiscal second quarter ending July 31, 2026, and updating guidance for the fiscal year ending January 31, 2027.

Metric

(in millions, except per share amounts) FY 2027 Q2 Guidance FY 2027 Guidance

Revenue

$219.5 - 220.5

$895.0 - 899.0

Non-GAAP operating income

$17.0 - 18.0

$70.0 - 74.0

Non-GAAP net income

$17.0 - 18.0

$70.0 - 74.0

Non-GAAP net income per share, diluted

$0.15 - 0.16

$0.61 - 0.65

Weighted average common shares used in computing non-GAAP net income per share, diluted

~114.0

Braze has not reconciled its guidance as to non-GAAP operating income, non-GAAP net income or non-GAAP net income per share, diluted, to their most directly comparable GAAP measures as a result of uncertainty regarding, and the potential variability of, reconciling items such as stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in Braze’s stock price. Accordingly, reconciliations are not available without unreasonable effort, although it is important to note that these factors could be material to Braze’s results calculated in accordance with GAAP.

Conference Call Information

What: Braze Fiscal First Quarter 2027 Financial Results Conference Call

When: Wednesday, May 27th at 4:30 pm EDT / 1:30 pm PDT

Webcast & Supplemental Data: investors.braze.com

Replay: A webcast replay will be available on Braze’s investor site at investors.braze.com.

Supplemental and Other Financial Information

Supplemental information, including an accompanying financial presentation and other information can be accessed through Braze’s investor website at investors.braze.com.

Non-GAAP Financial Measures

This press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP gross profit and margin, non-GAAP sales and marketing expense, non-GAAP research and development expense, non-GAAP general and administrative expense, non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, basic and diluted, and non-GAAP free cash flow. Braze defines non-GAAP gross profit and margin, non-GAAP sales and marketing expense, non-GAAP research and development expense, non-GAAP general and administrative expense, non-GAAP operating income (loss), non-GAAP operating margin, and non-GAAP net income (loss) as the respective GAAP balances, adjusted for stock-based compensation expense, employer taxes related to stock-based compensation, charitable contribution expense, acquisition-related expense, and amortization of intangible assets. Braze defines non-GAAP free cash flow as net cash provided by (used in) operating activities, minus purchases of property and equipment and minus capitalized internal-use software costs. Investors are encouraged to review the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measures.

Braze uses this non-GAAP financial information internally in analyzing its financial results and believes that this non-GAAP financial information, when taken collectively with GAAP financial measures, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles in the United States (GAAP), and may be different from similarly titled non-GAAP measures used by other companies.

The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by GAAP to be recorded in Braze’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by Braze’s management about which expenses are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below in the financial statement tables included below in this press release for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Braze encourages investors to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, which it includes in press releases announcing quarterly and fiscal year financial results, including this press release, and not to rely on any single financial measure to evaluate Braze’s business.

Definition of Other Business Metrics

Customer: Braze defines a customer, as of period end, as the separate and distinct, ultimate parent-level entity that has an active subscription with Braze to use its products. A single organization could have multiple distinct contracting divisions or subsidiaries, all of which together would be considered a single customer.

Annual Recurring Revenue (ARR): Braze defines ARR as the annualized value of customer subscription contracts, including certain premium professional services that are subject to contractual subscription terms, as of the measurement date, assuming any contract that expires during the next 12 months is renewed on its existing terms (including contracts for which Braze is negotiating a renewal). Braze’s calculation of ARR is not adjusted for the impact of any known or projected future events (such as customer cancellations, expansion or contraction of existing customers relationships or price increases or decreases) that may cause any such contract not to be renewed on its existing terms. ARR may decline or fluctuate as a result of a number of factors, including customers’ satisfaction or dissatisfaction with Braze’s products and professional services, pricing, competitive offerings, economic conditions or overall changes in Braze’s customers’ spending levels. ARR should be viewed independently of revenue and does not represent Braze’s GAAP revenue on an annualized basis or a forecast of revenue, as it is an operating metric that can be impacted by contract start and end dates and renewal rates.

Dollar-Based Net Retention Rate: Braze calculates dollar-based net retention rate as of a period end by starting with the ARR from a cohort of customers as of 12 months prior to such period-end (the Prior Period ARR). Braze then calculates the ARR from the same cohort of customers as of the end of the current period (the Current Period ARR). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months, but excludes ARR from new customers in the current period. Braze then divides the total Current Period ARR by the total Prior Period ARR to arrive at the point-in-time dollar-based net retention rate. Braze then calculates the weighted average point-in-time dollar-based net retention rates as of the last day of each month in the current trailing 12-month period to arrive at the dollar-based net retention rate.

Organic Revenue: Braze defines organic revenue as total GAAP revenue, less GAAP revenue generated from business units acquired within the prior 12 months.

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 obligation are subject to future economic risks including bankruptcies, regulatory changes and other market factors.

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 second quarter of and the full fiscal year ending January 31, 2027, the anticipated performance of and customer value from its products and features, including its BrazeAI products and features, and its future business strategies and plans. 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, including Braze’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026, that will be filed with the SEC. 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.

Third Party Reports

*The Total Economic Impact™ Of Braze, a commissioned study conducted by Forrester Consulting on behalf of Braze, April 2026. Results are based on a three-year composite organization representative of interviewed customers.

Operational Data

Operational and other internal data included in this press release is approximate and is based on various assumptions. This data is tracked with internal systems and tools that are not independently verified by any third party, and is accordingly subject to adjustment. The methodology underlying the data included in this press release may vary from prior years and prior year results may not be directly comparable to current results.

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 been consistently recognized as a Leader in marketing technology by

industry analysts, and was named a G2 “Best of Marketing and Digital Advertising Software Product” in 2026. Braze was also named a 2026 Best Places to Work by Built In, a 2025 America’s Greenest 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.

Braze uses its Investor website at investors.braze.com as a means of disclosing material non-public information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, you should monitor its investor relations website in addition to following its press releases, blog posts on its website (braze.com), SEC filings and public conference calls and webcasts.

Selected Financial Data

BRAZE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)

Three Months Ended

April 30,

2026 2025

Revenue $ 210,999 $ 162,059

Cost of revenue (1)(2)(5)

72,336 50,857

Gross Profit 138,663 111,202

Operating expenses:

Sales and marketing (1)(2)(5)

89,188 74,127

Research and development (1)(2)

46,100 36,797

General and administrative (1)(2)(3)(4)(5)

30,889 40,500

Total operating expenses 166,177 151,424

Loss from operations (27,514) (40,222)

Other income, net 3,450 5,652

Loss before provision for income taxes (24,064) (34,570)

Provision for income taxes 1,428 1,071

Net loss (25,492) (35,641)

Net income (loss) attributable to redeemable non-controlling interest

1,099 145

Net loss attributable to Braze, Inc. $ (26,591) $ (35,786)

Net loss per share attributable to Braze, Inc. common stockholders, basic and diluted $ (0.24) $ (0.34)

Weighted-average shares used to compute net loss per share attributable to Braze, Inc. common stockholders, basic and diluted 110,797 104,572

(1) Includes stock-based compensation as follows:

Three Months Ended

April 30,

2026 2025

Cost of revenue $ 1,206 $ 1,077

Sales and marketing 10,584 10,011

Research and development 14,640 11,336

General and administrative 7,171 7,975

Total stock-based compensation expense $ 33,601 $ 30,399

(2) Includes employer taxes related to stock-based compensation as follows:

Three Months Ended

April 30,

2026 2025

Cost of revenue $ 31 $ 60

Sales and marketing 193 413

Research and development 307 744

General and administrative 139 213

Total employer taxes related to stock-based compensation expense

$ 670 $ 1,430

(3) Includes 1% Pledge charitable donation expense as follows:

Three Months Ended

April 30,

2026 2025

General and administrative $ 500 $ 1,109

(4) Includes acquisition related expense as follows:

Three Months Ended

April 30,

2026 2025

General and administrative $ 172 $ 10,020

(5) Includes amortization of intangible assets acquired in the acquisition expense as follows:

Three Months Ended

April 30,

2026 2025

Cost of revenue $ 2,362 $ —

Sales and marketing 600 —

General and administrative 78 101

Total amortization of intangible assets $ 3,040 $ 101

BRAZE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts)

April 30,

2026 January 31,

2026

ASSETS

CURRENT ASSETS:

Cash and cash equivalents $ 145,289 $ 124,342

Restricted cash, current 566 566

Accounts receivable, net of allowance of $1,808 and $1,934, respectively 118,471 122,350

Marketable securities 242,232 287,580

Prepaid expenses and other current assets 40,117 33,088

Total current assets 546,675 567,926

Restricted cash, noncurrent 3,430 3,430

Property and equipment, net 42,426 43,517

Operating lease right-of-use assets 70,591 72,011

Deferred contract costs 103,755 100,738

Goodwill 262,120 261,857

Intangible assets, net 58,447 61,487

Other assets 3,595 2,791

TOTAL ASSETS $ 1,091,039 $ 1,113,757

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable $ 5,607 $ 1,562

Accrued expenses and other current liabilities 73,579 95,023

Deferred revenue 342,519 304,560

Operating lease liabilities, current 19,775 19,269

Total current liabilities 441,480 420,414

Operating lease liabilities, noncurrent 61,681 63,385

Other long-term liabilities 4,717 5,802

TOTAL LIABILITIES 507,878 489,601

COMMITMENTS AND CONTINGENCIES (Note 13)

Redeemable non-controlling interest (Note 4) 1,488 389

STOCKHOLDERS’ EQUITY

Class A common stock, $0.0001 par value; 2,000,000,000 and 2,000,000,000 shares authorized as of April 30, 2026 and January 31, 2026, respectively; 111,783,711 and 112,770,651 shares issued and outstanding as of April 30, 2026 and January 31, 2026, respectively 11 11

Additional paid-in capital 1,325,959 1,340,091

Accumulated other comprehensive income (loss) 417 1,788

Accumulated deficit (744,714) (718,123)

TOTAL STOCKHOLDERS’ EQUITY 581,673 623,767

TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY $ 1,091,039 $ 1,113,757

BRAZE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Three Months Ended

April 30,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss (including amounts attributable to redeemable non-controlling interests) $ (25,492) $ (35,641)

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation 35,804 30,643

Amortization of deferred contract costs 12,280 9,421

Depreciation and amortization 6,284 2,606

Provision for credit losses (78) 232

Value of common stock donated to charity 500 1,109

Accretion of discount on marketable securities (78) (399)

Non-cash foreign exchange (gain) loss 288 227

Deferred tax asset (263) —

Other 6 9

Changes in operating assets and liabilities:

Accounts receivable 3,848 9,108

Prepaid expenses and other current assets (6,961) 3,147

Deferred contract costs (15,342) (11,870)

ROU assets and liabilities 273 (410)

Other assets (805) (403)

Accounts payable 3,833 (978)

Accrued expenses and other current liabilities (20,889) (7,203)

Deferred revenue 38,211 24,547

Other long-term liabilities (3,293) (1)

Net cash provided by operating activities 28,126 24,144

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment (108) (217)

Capitalized internal-use software costs (1,227) (1,055)

Purchases of marketable securities (26,662) (52,364)

Maturities of marketable securities 35,870 63,215

Return of principal on marketable securities 34,923 113,258

Net cash provided by investing activities 42,796 122,837

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of common stock options 310 605

Repurchase of common stock

(50,000) —

Net cash provided by/(used in) financing activities (49,690) 605

Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash (285) 851

Net change in cash, cash equivalents, and restricted cash 20,947 148,437

Cash, cash equivalents, and restricted cash, beginning of period 128,338 83,592

Cash, cash equivalents, and restricted cash, end of period $ 149,285 $ 232,029

BRAZE, INC.

U.S. GAAP RECONCILIATION OF NON-GAAP ADJUSTED RESULTS

(in thousands, except per share amounts)

The following tables reconcile each non-GAAP financial measure to its most directly comparable GAAP financial measure:

Reconciliation of GAAP to Non-GAAP Gross Margin Three Months Ended

April 30,

2026 2025

Gross profit $ 138,663 $ 111,202

Plus:

Stock-based compensation expense 1,206 1,077

Employer taxes related to stock-based compensation expense 31 60

Amortization of intangibles expense

2,362 —

Non-GAAP gross profit $ 142,262 $ 112,339

GAAP gross margin 65.7 % 68.6 %

Non-GAAP gross margin 67.4 % 69.3 %

Reconciliation of GAAP to Non-GAAP Operating Expenses Three Months Ended

April 30,

2026 2025

GAAP sales and marketing expense $ 89,188 $ 74,127

Less:

Stock-based compensation expense 10,584 10,011

Employer taxes related to stock-based compensation expense 193 413

Amortization of intangibles expense 600 —

Non-GAAP sales and marketing expense $ 77,811 $ 63,703

GAAP research and development expense $ 46,100 $ 36,797

Less:

Stock-based compensation expense 14,640 11,336

Employer taxes related to stock-based compensation expense 307 744

Non-GAAP research and development expense $ 31,153 $ 24,717

GAAP general and administrative expense $ 30,889 $ 40,500

Less:

Stock-based compensation expense 7,171 7,975

Employer taxes related to stock-based compensation expense 139 213

1% Pledge charitable contribution expense 500 1,109

Acquisition related expense 172 10,020

Amortization of intangibles expense 78 101

Non-GAAP general and administrative expense $ 22,829 $ 21,082

Reconciliation of GAAP to Non-GAAP Operating Income Three Months Ended

April 30,

2026 2025

Loss from operations $ (27,514) $ (40,222)

Plus:

Stock-based compensation expense 33,601 30,399

Employer taxes related to stock-based compensation expense 670 1,430

1% Pledge charitable contribution expense 500 1,109

Acquisition related expense 172 10,020

Amortization of intangibles expense 3,040 101

Non-GAAP income from operations $ 10,469 $ 2,837

GAAP operating margin (13.0) % (24.8) %

Non-GAAP operating margin 5.0 % 1.8 %

Reconciliation of GAAP to Non-GAAP Net Income Three Months Ended

April 30,

2026 2025

Net loss attributable to Braze, Inc. $ (26,591) $ (35,786)

Plus:

Stock-based compensation expense 33,601 30,399

Employer taxes related to stock-based compensation expense 670 1,430

1% Pledge charitable contribution expense 500 1,109

Acquisition related expense 172 10,020

Amortization of intangibles expense 3,040 101

Non-GAAP net income attributable to Braze, Inc. (1)

$ 11,392 $ 7,273

Non-GAAP net income per share attributable to Braze, Inc. common stockholders, basic $ 0.10 $ 0.07

Non-GAAP net income per share attributable to Braze, Inc. common stockholders, diluted $ 0.10 $ 0.07

Weighted-average shares used to compute net income per share attributable to Braze, Inc. common stockholders, basic 110,797 104,572

Weighted-average shares used to compute net income per share attributable to Braze, Inc. common stockholders, diluted 112,862 107,977

(1) Assumes no non-GAAP tax expenses associated with the non-GAAP adjustment. While the Company generated non-GAAP operating income during the fiscal year ended January 31, 2026, the Company has available deferred tax assets sufficient to offset such non-GAAP tax expense.

Reconciliation of GAAP Cash Flow from Operating Activities to Non-GAAP Free Cash Flow Three Months Ended

April 30,

2026 2025

Net cash provided by operating activities $ 28,126 $ 24,144

Less:

Purchases of property and equipment (108) (217)

Capitalized internal-use software costs (1,227) (1,055)

Non-GAAP free cash flow $ 26,791 $ 22,872

Contact Information

Investors:

Christopher Ferris

IR@braze.com

(609) 964-0585

Media:

Steve Ballerini

Press@braze.com

Source: Braze, Inc.

Braze is a registered trademark of Braze, Inc.

All product and company names herein may be trademarks of their registered owners.

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