Braze Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

BRAZE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Braze, Inc.

63 Madison Building

28 E. 28 th St., 12 th Floor

New York, New York 10016

Dear Stockholders:

Our 2024 fiscal year marked another significant year for Braze. As the importance of both first-party relationships and first-party data continues to rise for brands across verticals, Braze further strengthened our leadership position in the emerging category of Customer Engagement. Modern Customer Engagement reflects the need to bring together increasingly diverse digital touchpoints to drive a consistent experience between a customer and brand, and unites interdisciplinary teams to deliver highly relevant and compelling end-to-end customer experiences. Braze has a role to play across these teams, including marketing, product and data science, even as we keep the marketer at the center, empowering them with a platform that is both comprehensive and powerful, while remaining easy to learn and intuitive to use.

For more than a decade, Braze has been active in advancing not just the category, but also the craft of Customer Engagement, which is a multi-faceted pursuit that accompanies and engages the customer across their entire journey with a brand's product, service, and promise. Customer Engagement is distinct from traditional outbound marketing, or the unsophisticated activity of merely sending batch messages to customers. It’s a necessary and urgent evolution given how customers are choosing to engage with companies today: they are interacting with more brands and in more ways than ever before, from web and digital messages, to in-product engagements and real life interactions, and even in emerging environments enabled by augmented reality. At each touchpoint they demand highly tailored, relevant and consistent experiences – and those brands that can’t deliver risk losing consumer attention, advocacy and dollars.

Brands that combine investment in advanced technology like Braze with the craft of Customer Engagement can generate immense value for their businesses, and better, more engaging outcomes for their customers. Our ability to drive both short- and long-term brand value is why we have seen success across a wide set of verticals, geographies, company sizes and use cases, and why we continue to find new growth opportunities in areas of the economy where the value of Customer Engagement is only beginning to be realized.

Regardless of region or industry, the craft of Customer Engagement starts with brands embracing their role as a steward of customer relationships. This responsibility requires both a deep understanding of the individual humans who make up their customer base, and the use of advanced technology that arms them with the ability to deliver engaging communication and product experiences at scale. AI applications like those powered by Sage AI by Braze™ have enormous potential to help teams move faster, generate compelling and highly relevant creative, and continually experiment and optimize experiences across touchpoints. Brands that do it best use first-party data to elucidate the moments that matter most for customers, and shape the customer's experience in a way that maximizes value and relevance. We believe that Braze is an integral part of this evolution for any brand, and we take pride in helping brands assess where they are today and confidently guiding them towards where they want to be.

While it has been an exciting and rewarding period since our initial public offering in November 2021, we are even more excited for the coming years. We believe the flexibility and versatility of our platform, including our investments in first party data activation, artificial intelligence and cross-channel actions that extend beyond traditional outbound marketing will support growing investment in Customer Engagement across industries, and drive enormous future value for our business. Virtually any organization that has ambition or sophistication around Customer Engagement can benefit from Braze, and we continue to invest to take advantage of this market opportunity.

On behalf of the Braze board of directors and our global team, I would like to thank all of you for investing in our shared future and continuing to recognize the differentiated value that Braze brings. As the Customer Engagement category matures, we remain committed to creating long-lasting value for businesses of all kinds. We are excited for the opportunities ahead and strive to deliver strong results for our communities, customers and you, our stockholders.

At this time, I am pleased to invite you to attend the Braze Annual Meeting of Stockholders to be held on Thursday, June 27, 2024, at 2:00 p.m. Eastern Time. Our annual meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast. By hosting our meeting virtually, we are able to expand access, improve communication and lower costs. This approach also enables participation from our global community and aligns with our broader sustainability goals.

Your vote is very important. Whether you plan to participate in our annual meeting or not, please be sure to vote. Voting instructions can be found on page 4 of the proxy statement.

On behalf of our board of directors and the management team, thank you for your ongoing support of and continued interest in Braze.

Cheers,

Bill

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 27, 2024

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Braze, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually, via live webcast available atwww.virtualshareholdermeeting.com/BRZE2024, originating from New York, New York, on Thursday, June 27, 2024, at 2:00 p.m., Eastern Time. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the Annual Meeting. Further, we believe the virtual meeting format also enables participation from our global community and aligns with our broader sustainability goals. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. In order to attend, you must log in prior to the start of the meeting using the control number included in your Notice of Internet Availability, voting instruction form or in the instructions that you received via email. We recommend that you log in approximately 15 minutes before 2:00 p.m., Eastern Time, on June 27, 2024, to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice of Internet Availability.

You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visitingwww.virtualshareholdermeeting.com/BRZE2024 and logging in prior to start of the meeting using the control number included in your Notice of Internet Availability, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement.

The record date for the Annual Meeting is April 29, 2024. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 27, 2024. This Proxy Statement and the Company’s Annual Report on Form 10-K for the 2024 fiscal year are available at www.proxyvote.com.

As permitted by applicable Securities and Exchange Commission rules, on or about May 14, 2024, we mailed an Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and Annual Report on Form 10-K for the 2024 fiscal year online, as well as instructions on how to obtain printed copies of these materials by mail.

New York, New York

May 14, 2024

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online during the Annual Meeting, you may vote your shares in advance of the Annual Meeting through the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card.

Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder.