Salesforce agreed to buy Braze in a transaction that would give Braze stockholders a binding vote in favor of the deal, while also locking up a large block of shares.
Under the voting and support agreement dated Oct. 19, 2026, each stockholder covered by the pact must vote all of its Braze shares for the merger and against any competing acquisition proposal. The agreement also bars those stockholders from taking actions that could slow, block or interfere with the transaction.
The stockholders are also giving up appraisal and dissenters’ rights tied to the merger and agreeing not to join or support litigation challenging the deal or its terms.
The share restrictions are broad: stockholders cannot transfer, sell, hedge, short, pledge or otherwise dispose of their Braze shares, or enter into derivative arrangements tied to them, except in limited cases. Those exceptions include shares needed to cover exercise price or tax withholding on company equity awards, trades under an existing Rule 10b5-1 plan, and, for Braze’s chief executive officer, up to 210,530 shares in aggregate in sales or transfers, plus up to 210,530 shares in aggregate to a charitable remainder trust. Even those permitted transfers are capped so that, in total, they cannot exceed 1.5% of Braze’s outstanding Class A voting power immediately before the relevant vote.
The agreement also says any involuntary transfer of shares would leave the new holder bound by the same obligations.
No financial terms for the merger were included in the support agreement itself. Following these announcements, the company's shares moved 2.39%, and are now trading at a price of $30.04. For the full picture, make sure to review Braze's 8-K report.
