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 2025 fiscal year marked another strong year for Braze, and I am incredibly proud of our team’s continued execution. In particular, our team grew revenue 26% for the 2025 fiscal year while continuing to drive strong operating leverage, ending the year with three straight quarters of non-GAAP net income profitability. We also continued to strengthen our leadership position in the evolving category of customer engagement, helping brands grow their businesses by more deeply understanding their customers and delivering brilliant, meaningful experiences to them at scale.

This past year was a critical one in the evolution of customer engagement, with innovations in first party data and agentic AI greatly advancing marketers’ ability to deliver relevant, 1:1 experiences at scale. For the past decade, Braze has shaped 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. It starts with brands embracing their role as a steward of customer relationships, leveraging first-party data to elucidate the moments that matter most for customers. Marketers then use these insights to create relevant, memorable messaging and product experiences, both delivering value to the consumer and accruing it to their business in the form of stronger customer relationships, heightened engagement, and greater revenue opportunities. In the past year especially, advancements to composable data infrastructure have made it easier, more secure, and more cost efficient to unify and activate data. In parallel, as brands across all industries, geographies, and sizes invest in more ways to directly engage consumers digitally, they also are developing new opportunities to collect first party insights and leverage them in real-time. These investments in first party data and direct-to-consumer products are the foundation that allows customer engagement teams to take advantage of frontier technology such as modern reinforcement learning—a type of machine learning in which an agent learns to make decisions in a dynamic environment to maximize a specific outcome—to deliver experimentation and personalization at a scale unachievable by humans alone. Much like the global adoption of mobile fueled Braze's growth in our first decade, these widespread investments to directly understand and communicate with customers is the generational change that will continue blowing wind into our sails for years to come.

Our investments in the Braze Data Platform, our planned native optimization agent Project Catalyst, and our recent announcement that we’ve entered into a definitive agreement to acquire OfferFit, Inc., an AI decisioning company, build on top of our native real-time, cross-channel platform and uniquely allow brands to take advantage of these frontier technologies to transform their customer relationships and deliver mutual value to both consumers and their business. This allows us to offer a full spectrum of solutions across the reinforcement learning spectrum, ranging from focused optimizations that can be rapidly deployed; to more configurable self-learning automated decision making systems; and all the way up to highly flexible and maximally optimized custom model deployments – meeting the expansive needs of our diverse and ever evolving customer base.

As we continue to push the frontier of customer engagement technology forward, we aim to further elevate the role that marketing and customer engagement teams play in conducting and enhancing the relationship each consumer has with the brands they love. By combining the accelerating capabilities of reinforcement learning and generative AI, we believe that marketers can ascend to a strategic conductor role in their business, responsible for prioritizing and driving strategic business goals as brands continue to unlock new opportunities for growth on the back of their increasing investments in first party data and direct-to-consumer relationships. As their technology ecosystem expands, marketers can increasingly leverage a multitude of consumer interfaces, including both traditional push-based marketing channels as well as experiences delivered directly in-product or via mobile apps, websites, kiosks, connected devices, interactive consumer chat applications, support systems, loyalty programs, and more. This evolution means customer engagement teams must further develop and utilize increasingly diverse skill sets to deliver on innovative strategies that drive competitive edge by combining bold creativity, data-driven optimization, and an agile, experimental approach, all with the consumer experience at the center.

We believe that Braze is an integral part of delivering on this potential for any brand, and we take pride in helping brands across a broad set of industry verticals, geographies, and company sizes assess where they are today and confidently guide them towards where they want to be. At Braze, we understand that the craft of customer engagement doesn't just drive leads: it builds enduring and valuable relationships. And because excellence in customer engagement requires a data-driven, tech enabled embrace of interdisciplinary collaboration, we are well positioned to help brands amplify outcomes, harness the full potential of artificial intelligence, and drive evolution in business strategies over time.

Accordingly, we are investing in Braze's product roadmap and our customer community in order to become the default platform for customer engagement professionals. This represents our dual commitment to further scaling and diversifying our customer base, while also remaining at the forefront of our industry so that it is continuously true that there has never been a better time to be a better marketer.

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 continues to grow and mature, 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 26, 2025, 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 26, 2025

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/BRZE2025, originating from New York, New York, on Thursday, June 26, 2025, 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 26, 2025, 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/BRZE2025 and logging 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. Please refer to the additional logistical details and recommendations in the accompanying proxy statement.

The record date for the Annual Meeting is April 28, 2025. 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 26, 2025. This Proxy Statement and the Company’s Annual Report on Form 10-K for the 2025 fiscal year are available at www.proxyvote.com.

As permitted by applicable Securities and Exchange Commission rules, on or about May 15, 2025, 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 2025 fiscal year online, as well as instructions on how to obtain printed copies of these materials by mail.

By Order of the Board of Directors

Susan Wiseman General Counsel and Secretary

New York, New York

May 15, 2025

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.