Braze, Inc.
For the period ended Jan 31, 2026. Filed Mar 25, 2026.
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FY2026 · Filed Mar 25, 2026
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2026, the end of the period covered by this Annual Report on Form 10-K. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of January 31, 2026 because of the material weakness in our internal control, discussed below.
Notwithstanding the material weakness in internal control over financial reporting described below, our management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with accounting principles generally accepted in the United States of America.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Management’s evaluation of internal control over financial reporting as of January 31, 2026, excluded OfferFit (now known as AI Decisioning Studio), which was acquired on June 2, 2025. Total assets (excluding acquired goodwill and intangible assets) and total revenues related to AI Decisioning Studio represented approximately 1.4% and 1.8% of our consolidated total assets and total revenues as of and for the fiscal year ended January 31, 2026, respectively.
Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that these controls were not effective as of January 31, 2026, due to material weaknesses in the operation of certain key Information Technology General Controls. Consequently, automated and information technology dependent manual business process controls that rely upon information from the information technology systems were also deemed ineffective.
Notwithstanding this material weakness noted above, management has concluded that our consolidated financial statements and related notes thereto included in this Annual Report fairly present in all material respects in accordance with accounting principles generally accepted in the United States of America the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. Additional detail on the nature of the material weaknesses, and management's conclusions can be found below.
Further, our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting, which is included in Item 8 elsewhere in this Annual Report on Form 10-K.
Material Weakness
We identified a material weakness in internal control related to ineffective information technology general controls, or ITGCs, in the areas of user access and program change management over the information technology systems that support our financial reporting processes. Automated and manual controls that rely on system-generated data or reports from the affected information technology environment or process level automated controls in the affected information technology environment were ineffective because they could have been adversely impacted.
Remediation Plan
Management is committed to the planning and implementation of remediation efforts to address this material weakness, and significant progress has been made to date. These remediation efforts, summarized below, which have been implemented, or are in process of implementation, are intended to both address the identified material weaknesses and to enhance our overall financial control environment.
In particular, we have:
Enhanced controls and procedures over user access and program change management;
Strengthened our systems and IT compliance functions through targeted hiring, staff training and implementation of new IT policies;
Hired additional personnel to assist in control documentation and oversight; and
Engaged an external advisor to assist with control documentation, gap analysis and remediation monitoring.
Remediation of the control deficiencies that aggregate to the material weakness will conclude once the controls and related documentation are consistently executed for a sufficient period of time and are determined to be effective, through formal testing. While, we currently expect this to be completed during the fiscal year ending January 31, 2027, due to the time required for implementation, testing and validation, we cannot guarantee when full remediation will be achieved.
We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, our management may determine to take additional remediation measures beyond those outlined above.
Changes in Internal Control Over Financial Reporting
Other than the remediation efforts noted above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended January 31, 2026 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
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