Our 2011 Plan provides for the award of stock options and restricted stock units (“RSUs”) to employees, officers, directors, advisors and other service providers of Braze. The terms of each award and the exercise price of awards under the 2011 Plan are determined by our board of directors. Following effectiveness of the 2021 Plan in connection with our initial public offering, no further awards were made under the 2011 Plan.

In November 2021, our board of directors and our stockholders approved the 2021 Plan, which became effective on November 16, 2021. No grants were made under the 2021 Plan prior to its effectiveness. No further grants will be made under the 2011 Plan. At effectiveness, we reserved 25,660,249 shares of our Class A common stock to be issued under the 2021 Plan. In addition, the number of shares of our Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1 of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, in an amount equal to (1) 5% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31, or (2) a lesser number of shares determined by our board of directors no later than the February 1 increase. On February 1, 2025, the number of shares of our Class A common stock reserved for issuance under our 2021 Plan increased by an additional 5,197,568 shares.


	Shares	Weighted-Average Grant Date Fair Value
Balance as of January 31, 2025	6,043,723
Granted	4,023,155	$	33.13
Replacement awards issued in connection with acquisition	1,888,172	$	36.52
Vested	(1,378,416)	$	39.17
Forfeited	(373,683)	$	37.66
Balance as of July 31, 2025	10,202,951

RSUs granted during the six months ended July 31, 2025 contained a service-based vesting condition of up to approximately a four year period. RSUs typically vest on a quarterly basis or have a one year cliff vesting period with quarterly vesting thereafter.

PSUs granted to key executive employees will vest upon achievement of specified performance targets and are subject to continuous service throughout the applicable vesting date. The PSU awards include a one-year performance period within a three-year total requisite service vesting period. The achievement levels range from 0% to 200% of the target award value on the date of grant.

In connection with the OfferFit, Inc. (“OfferFit”) acquisition, the Company issued replacement stock awards in the form of restricted stock. The restricted stock had a total fair value of approximately $67.1 million based on the quoted price of the stock on acquisition date. A portion of the restricted stock was attributed to consideration transferred and was recorded in additional paid-in capital on the consolidated statements of redeemable non-controlling interest and stockholders’ equity in the fiscal quarter ended July 31, 2025. The portion of the restricted stock attributable to post-combination service will be recognized as stock-based compensation expense over the remaining vesting period.


	Three Months Ended July 31,				Six Months Ended July 31,
	2025		2024		2025		2024
Cost of revenue	$	1,348	$	1,078	$	2,425	$	2,042
Sales and marketing	12,138		9,892		22,149		19,337
Research and development	14,091		11,448		25,427		22,280
General and administrative	11,972		7,404		19,947		14,441
Stock-based compensation, net of amounts capitalized	$	39,549	$	29,822	$	69,948	$	58,100
Capitalized stock-based compensation expense	478		645		1,051		1,242
Total stock-based compensation expense	$	40,027	$	30,467	$	70,999	$	59,342

In November 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on November 16, 2021. Following completion of our initial public offering, the ESPP authorized the issuance of 1,825,000 shares of our Class A common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on February 1 of each year for a period of ten years, beginning on February 1, 2022 and continuing through February 1, 2031, by the lesser of (i) 1% of the total number of shares of our common stock (both Class A and Class B) outstanding on the preceding January 31; and (ii) 2,737,000 shares, except before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii) above. On February 1, 2025, the number of shares of our Class A common stock reserved for issuance under our ESPP increased by an additional 1,039,513 shares.

The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of the Company’s Class A common stock on specified dates during such offerings. Under the ESPP, our board of directors will be permitted to specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our Class A common stock will be purchased for employees participating in the offering. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s Class A common stock on the first trading day of the offering period or (2) the fair market value of the Company’s Class A common stock on the last day of the offering period, as defined by the ESPP.

The Company recognized $1.3 million and $0.5 million of stock-based compensation expense related to the ESPP in the three months ended July 31, 2025 and 2024, respectively, and $2.2 million and $1.3 million during the six months ended July 31, 2025 and 2024, respectively.