v3.26.1
Variable Interest Entity and Redeemable Non-Controlling Interest
12 Months Ended
Jan. 31, 2026
Noncontrolling Interest [Abstract]  
Variable Interest Entity and Redeemable Non-Controlling Interest Variable Interest Entity and Redeemable Non-Controlling Interest
On September 14, 2020, we, along with Japan Cloud Computing Co., Ltd., and M30 LLC, (the “Investors”), entered into an agreement, whereby each Investor agreed to purchase shares of common stock of Braze Kabushiki Kaisha (“Braze KK” and “Braze KK Shares”) for a total purchase price of $10.0 million in two tranches of $5.0 million per tranche in September 2020 and September 2021, to engage in the investment, organization, management and operation of Braze KK focused on the distribution of our products in Japan. The purpose of this arrangement was to further expand our business in the Japanese market.

In March 2022, we consented to the periodic issuance of stock options to purchase Braze KK Shares by certain employees of Braze KK. These options cannot be exercised by the holders thereof prior to the exercise of the call or put options described in more detail below. The Company considers the stock options to be a substantive class of equity, classified as a liability within other long-term liabilities on the consolidated balance sheets. As of January 31, 2026, the liability balance was $2.2 million. The issuance of stock options does not impact our majority stake in Braze KK, as the vesting criteria of the options were not met as of the balance sheet date. The issuance of stock options did not result in a reconsideration event and therefore Braze KK still met the criteria of a Variable Interest Entity as Braze KK did not have sufficient equity at risk to finance their activities. As a result, we continue to operate Braze KK as a subsidiary, exposing us to business and foreign exchange risk. We consolidate Braze KK and present the results within the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows.

The common stock held by the Investors is callable by us or puttable by the Investors upon certain contingent events. Should the call or put option be exercised, the redemption value would be determined based on a prescribed formula derived from the discrete revenues of Braze KK and the Company and may be settled, at our discretion, with our stock or cash. The non-controlling interest in Braze KK is classified in mezzanine equity as redeemable non-controlling interest as a result of the
put right available to the Investors in the future, an event that is not solely in our control. The non-controlling interest is not accreted to redemption value because it is currently not probable that the non-controlling interest will become redeemable.

The following table summarizes the activity in the redeemable non-controlling interests for the periods indicated below (in thousands):

Balance as of January 31, 2024
$192
Net loss attributable to redeemable non-controlling interest(304)
Balance as of January 31, 2025
$(112)
Net gain attributable to redeemable non-controlling interest
501
Balance as of January 31, 2026
$389
The total combined VIE assets, which represent the maximum exposure to loss, and liabilities were as follows (in thousands):
January 31,
20262025
Assets:
Cash and cash equivalents$5,978 $3,105 
Accounts receivable, net of allowance4,068 1,531 
Prepaid expenses and other current assets1,208 859 
Total current assets11,254 5,495 
Property and equipment, net89 73 
Deferred contract costs1,580 1,267 
Other assets45 41 
Total assets$12,968 $6,876 
Liabilities:
Accounts payable$1,542 $610 
Accrued expenses and other current liabilities3,640 2,514 
Deferred revenue8,362 5,306 
Total liabilities$13,544 $8,430