
Washington, D.C. 20549______________________________________________________________ (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period endedApril30, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromtoCommission File Number:001-41065______________________________________________________________ Braze, Inc.(Exact name of Registrant as specified in its charter) ______________________________________________________________ 63 Madison Building28 East 28th Street,Floor 12New York,New York10016(Address of principal executive offices, including zip code) (609)964-0585(Registrant’s telephone number, including area code)______________________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yesx No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐ Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ At May29, 2025, there were92,589,236shares of the registrant’s Class A and13,022,634shares of the registrant’s Class B common stock,each with a par value of $0.0001 per share, outstanding. Braze, Inc.Quarterly Report on Form 10-QFor the Quarterly Period Ended April30, 2025TABLE OF CONTENTS PART I Item 1.Condensed Consolidated Financial Statements (Unaudited)5Condensed Consolidated Balance Sheets (Unaudited) at April 30, 2025and January 31, 20255Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended April 30, 2025and 20246Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three Months EndedApril30,2025 and 20247Condensed Consolidated Statements of Redeemable Non-controlling Interest and Stockholders’ Equity(Unaudited) for the Three Months EndedApril 30,2025 and 20248Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months EndedApril 30,2025and 20249Notes to Condensed Consolidated Financial Statements (Unaudited)11Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures About Market Risk37Item 4.Controls and Procedures38 PART II Item 1.Legal Proceedings40Item 1A.Risk Factors40Item 2.Unregistered Sales of Equity Securities and Use of Proceeds69Item 6.Exhibits70 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks anduncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statementsregarding our future results of operations or financial condition, business strategy and plans and objectives of management for futureoperations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as“anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”“should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-lookingstatements include, but are not limited to, statements concerning the following: •the anticipated effects of unstable market and economic conditions that may have serious adverse consequences on our business,financial condition and share price;•our expectations regarding our revenue and the timing of revenue recognition under our customer contracts, expenses and othero