Braze, Inc.
For the period ended Oct 19, 2026. Filed Oct 20, 2026.
View on SEC.govAbout this filing
A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Oct 19, 2026 · Filed Oct 20, 2026
Use the contents to explore the available documents and sections.
Contents
EX-99.1 · PROXY STATEMENT
proxy statement (and any amendments or supplements thereto), such Stockholder’s identity and ownership of such Stockholder’s Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent, Merger Sub or the Company may, in Parent’s or the Company’s sole discretion, as applicable, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange.
5.14 Capacity as Stockholder. Each Stockholder signs this Agreement in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or the failure to take any actions) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent, or be construed to create any obligation on the part of, any director or officer of the Company from taking any action in his or her capacity as such director or officer.
5.15 Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such costs or expenses.
5.16 Further Assurances. Each Stockholder will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law, to perform its obligations under this Agreement.
5.17 Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have executed or caused this Agreement to be executed in counterparts, all as of the day and year first above written.
| SALESFORCE, INC. | ||
| By: | /s/ John Somorjai | |
| Name: | John Somorjai | |
| Title: | President, Corporate Development and Investments | |
| STOCKHOLDER: | |
| By: | /s/ William Magnuson |
| Name: | William Magnuson |
| SCINTILLATING HOLDINGS LLC: | |
| By: | /s/ William Magnuson |
| Name: | William Magnuson |
| Title: | Member |
| STOCKHOLDER: | |
| By: | /s/ Jonathan Hyman |
| Name: | Jonathan Hyman |
| HYMAN 2026 CHARITABLE REMAINDER TRUST: | |
| By: | /s/ Jonathan Hyman |
| Name: | Jonathan Hyman |
| Title: | Trustee |
| HYMAN 2021 GST DESCENDANTS TRUST: | |
| By: | /s/ Kate Hyman |
| Name: | Kate Hyman |
| Title: | Trustee |
| JONATHAN HYMAN 2021 GST FAMILY TRUST: | |
| By: | /s/ Lauren Meyer |
| Name: | Lauren Meyer |
| Title: | Trustee |
| STOCKHOLDER: | |
| By: | /s/ Neeraj Agrawal |
| Name: | Neeraj Agrawal |
SCHEDULE A
EXISTING SHARES
| Name of Stockholder | Number of Shares of Class A Common Stock | Company Options | Company RSUs | Company PSUs |
|---|---|---|---|---|
| William Magnuson | 4,258,551 | 1,251,658 | 585,809 | 125,944 |
| Scintillating Holdings LLC | 470 | |||
| Jonathan Hyman | 946,035 | 325,213 | 187,184 | 38,412 |
| Hyman 2026 Charitable Remainder Trust | 350,000 | |||
| Hyman 2021 GST Descendants Trust | 221,436 | |||
| Hyman 2021 GST Family Trust | 28,564 | |||
| Neeraj Agrawal | 194,769 | 7,753 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.