Braze Inc

(a)

On December 9, 2024, the Company’s board of directors amended and restated the bylaws of the Company, effective as of the date of adoption (the “Amended Bylaws”), in connection with the Company’s periodic review of its bylaws. The Amended Bylaws, among other things, amended the prior bylaws to clarify the notice and information to be delivered to the Company and other procedures to be followed by a stockholder wishing to nominate persons for election to the board of directors or to propose other business at a meeting of stockholders, including that:

•the number of nominees a stockholder may nominate for election at a meeting of stockholders on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at a meeting of stockholders on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting;

•the stockholder’s notice for any such director nominee shall include, among other additional matters:

◦any questionnaire, representation and agreement otherwise required under the terms of the Amended Bylaws and signed by such nominee, and

◦a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such nominee proponents on the one hand, and each such proposed nominee and his or her respective affiliates and associates on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K under the Exchange Act if the stockholder making the nomination or any such proponents were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;

•the stockholder notice for any proposal of other business shall include all other information relating to such business or proposal as would be required to be disclosed in a proxy statement soliciting proxies in support of such business or proposal or that is otherwise required to be disclosed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

•the stockholder’s notice for any director nominee or proposal for other business shall include, among other additional matters:

◦a representation whether any proponent or any other participant (as defined in Item 4 of Schedule 14A under the Exchange Act) will engage in a solicitation with respect to such nomination or proposal and, if so, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation, and a representation as to whether the proponents intend (x) to deliver, or make available, a proxy statement and form of proxy to holders of a sufficient number of the corporation’s voting shares to adopt such proposal, (y) to otherwise solicit proxies or votes from stockholders in support of such proposal or nomination and/or (z) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act;

◦a certification regarding whether each proponent has complied with all applicable federal, state and other legal requirements in connection with such proponent’s acquisition of shares of capital stock or other securities of the Company and/or such proponent’s acts or omissions as a stockholder or beneficial owner of the Company; and

◦any other information relating to each proponent required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

•to be eligible to be a nominee for election or re-election as a director of the Company, each proponent of such nominee must deliver to the Company a written questionnaire with respect to the background, qualifications, stock ownership and independence of such proposed nominee and the background of any other person or entity on whose behalf the nomination is being made (in the form provided by the Secretary of the Company within 10 days following a written request therefor by a stockholder of record) and a written representation and agreement (in the form provided by the Secretary of the Company within 10 days following written request therefor by a stockholder of record) that such person:

◦is not and will not become a party to any agreement, arrangement or understanding (whether oral or in writing) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question that (x) has not been disclosed to the Company in the questionnaire or (y) could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law;

◦is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company or a nominee therefor that has not been disclosed to the Company in such questionnaire;

◦would be in compliance, if elected as a director of the Company, and a statement whether or not such person intends, if elected, to comply, with, all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company; and

◦if elected as a director of the Company, intends to serve the entire term until the next meeting at which such candidate would face re-election; and

•if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders to present a nomination or proposed business, such nomination shall be disregarded (and such nominee disqualified from standing for election or re-election) and such proposed business shall not be transacted, notwithstanding that such nomination or proposed business is set forth in (as applicable) the Company’s proxy statement, notice of meeting or other proxy materials and notwithstanding that proxies or votes in respect of such vote may have been solicited or received by the Company.

In addition, the Amended Bylaws implemented technical and administrative changes to the prior bylaws, including changes related to and consistent with the foregoing amendments and to address recent changes in Delaware law.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by this reference.

(b)

On September 25, 2024, Jonathan Hyman, our Chief Technology Officer, terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Thetrading plan was previously adopted on December 29, 2023 and provided for the sale of, in the aggregate, up to 217,000 shares of our Class A common stock, subject to the satisfaction of specified price conditions.