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. )

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BRAZE, INC.

(Name of Registrant as Specified In Its Charter)

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

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Braze, Inc.

63 Madison Building

28 E. 28 th St., 12 th Floor

New York, New York 10016

Fellow Stockholders,

Fiscal 2026 was a year of acceleration and inflection at Braze.

We grew revenue 24% for the full year, with fourth-quarter growth accelerating to 28%. That marked the third consecutive quarter of accelerating organic growth. Customer count grew 14% to 2,609, and our large customer cohort ($500,000 or more in ARR) grew 35% to 333, representing 64% of total ARR as of the end of our fiscal year. Trailing twelve-month dollar-based net retention stabilized and turned upward to 109% in the fourth quarter. We crossed $1 billion in remaining performance obligations during the year and surpassed $800 million in ARR shortly after fiscal year-end. Non-GAAP operating margins expanded nearly 400 basis points, and our board authorized a $100 million share repurchase program, reflecting our confidence in the durability of the business and the value of the equity we are building on your behalf.

These results arrived during a period of rapid and high-impact technological change. First-party data and agentic AI are reshaping how brands engage their customers, and they are doing so faster than any shift we have seen in years. Brands that act decisively now will build customer relationships that compound for decades. Braze is built for this moment.

Four foundations explain why:

First, the Braze Data Platform is the context layer for AI. Modern AI is only as good as the context it acts on, and we processed more than 25 trillion data points in calendar 2025 on infrastructure designed for exactly this purpose. The Braze Data Platform is secure, real-time, and engineered to operate at scale, giving our customers and the agents working on their behalf the comprehensiveness and freshness that high-quality decisions require. Nearly a third of our customers already use Braze across five or more channels, and more than half leverage four or more. Among customers spending $500,000 or more annually, over 90% use our SDK, 85% use Currents or Snowflake Data Sharing to export the data Braze generates, and more than half use Cloud Data Ingestion to connect directly to warehouses like Snowflake, Databricks, and BigQuery. This depth is what gives the context layer its power.

Second, our vertical integration produces engagement rooted in a brand's own customer data, not generic LLM outputs. By tightly coupling our data platform, our AI decisioning, and our comprehensive set of marketing, conversational, and product channels, we deliver outcomes that loosely assembled stacks cannot, and we deliver them at the speed and scale that modern consumer experiences demand.

Third, our AI is composable. The BrazeAI Suite combines composable data with composable intelligence, so customers can develop, test, and deploy dynamic campaigns purpose-built for each individual recipient. Because we were born in the age of mobile, Braze was architected from day one to be ecosystem-neutral and to evolve as new channels, use cases, and AI capabilities emerge. Composability is not a retrofit. It is a founding constraint.

Fourth, Braze is both a revenue engine and operational infrastructure. Customer engagement is a multiplier on the customer acquisition investments brands have already made, which means even basis points of performance translate into material upside. The world's most demanding brands trust us with their most important workloads because we deliver the agility, observability, and reliability that business-critical systems require, and because settling for "good enough" on the engagement layer means leaving meaningful enterprise value on the table.

Underneath these foundations is a distinctive customer and a distinctive team. Braze has always been a platform for thebuilder marketer: small, tech-forward teams who use Braze to design and execute sophisticated programs that would otherwise require an army. We have never charged a seat license for our software. Our pricing scales with the work the platform does, which aligns us with our customers' outcomes and concentrates leverage in the hands of the people best positioned to use it. With BrazeAI Operator and BrazeAI Agent Console, we are putting more power into those hands while making the platform easier to use. That combination is rare in enterprise software, and we believe it is increasingly valuable as AI reshapes how marketing teams work.

We are advancing the platform at the fastest pace of new product delivery in our history. BrazeAI Operator and BrazeAI Agent Console reached general availability ahead of schedule and are seeing strong early adoption. BrazeAI Decisioning Studio is scaling rapidly and contributing meaningfully to growth. We are doing this work with an R&D organization that combines intensity and experience, including many of the same leaders who navigated Braze from its early years through IPO and on to $800 million in ARR. Braze grew up in one of the most competitive corners of software, and that has taught us how to win together. We expect the years ahead to move faster and reach higher.

A final thought on what does not change. Whatever happens with consumer devices, app stores, or the next generation of AI interfaces, the most valuable customers to any brand will continue to be the ones with whom that brand has a direct relationship. Braze helps brands expand and strengthen those audiences, manage the first-party data that defines them, and orchestrate the interactions that enrich them. That is a durable place to stand.

On behalf of our board and our global team, thank you for your investment in Braze. We are committed to delivering technologies that create long-lasting value, and we are energized for the year ahead.

I am pleased to invite you to the Braze Annual Meeting of Stockholders on Tuesday, June 30, 2026, at 2:00 p.m. Eastern Time. The meeting will be held virtually via live webcast. Your vote matters. Whether or not you plan to attend, please vote. Instructions are on page 4 of the proxy statement.

Thank you for your continued support.

Bill MagnusonPresident, Chief Executive Officerand Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 30, 2026

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/BRZE2026, originating from New York, New York, on Tuesday, June 30, 2026, at 2:00 p.m., Eastern Time. 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 30, 2026, 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/BRZE2026 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 May 4, 2026. 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 30, 2026. This Proxy Statement and the company’s Annual Report on Form 10-K for the 2026 fiscal year are available at www.proxyvote.com.

As permitted by applicable Securities and Exchange Commission rules, on or about May 18, 2026, 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 2026 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 WisemanGeneral Counsel and Secretary

New York, New York

May 18, 2026

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.