Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 1, 2026, Braze, Inc. (the "Company") filed an Amended and Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware to (i) remove provisions within the Company's certificate of incorporation that were no longer operable following the retirement of the Company's Class B Common Stock pursuant to the Certificate of Retirement previously filed by the Company with the Secretary of State of the State of Delaware on January 30, 2026, and (ii) add an Article VIII to the certificate of incorporation to prospectively eliminate the monetary liability of specified officers for breaches of the fiduciary duty of care in any direct claim to the fullest extent permitted under Delaware law, as previously disclosed in the Company's Proxy Statement filed with the Securities and Exchange Commission on May 18, 2026 (the "Proxy Statement") .
The foregoing description of the Restated Certificate is a summary only and is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is attached and incorporated by reference as Exhibit 3.1 hereto.