Braze to Be Acquired by Salesforce for $47.50 a Share in Cash

What happened

Braze, Inc. (Nasdaq: BRZE), a New York-based software company, disclosed in a Form 8-K filed October 20, 2026 that it entered into an Agreement and Plan of Merger on October 19 with Salesforce, Inc. and Banff Acquisition Sub Inc., a wholly owned Salesforce subsidiary.

Under the agreement, the subsidiary will merge into Braze, and Braze will survive as a wholly owned subsidiary of Salesforce. Each outstanding share of Braze Class A common stock will convert into the right to receive $47.50 in cash, without interest, subject to the conditions in the agreement.

Braze's board unanimously approved the merger agreement. The company said it and Salesforce issued a joint press release announcing the deal on October 20.

What happens to stock awards and options

The filing sets out how employee equity is handled at closing. Options with an exercise price below $47.50 are cancelled and holders receive the $47.50 per-share consideration for each share covered, net of the exercise price and withholding. Options with an exercise price at or above $47.50 are cancelled without payment.

Vested restricted stock units, and those held by non-employee directors, are cancelled for $47.50 per share. Unvested service-based RSUs are converted into Salesforce RSUs using a ratio set out in the agreement, and are subject to the same terms as before. Performance-based RSUs are also converted into Salesforce RSUs, with performance measured at actual results for completed periods and at target for periods not yet completed, with a specific carve-out for the fiscal year beginning February 1, 2026.

Braze's 2021 Employee Stock Purchase Plan will terminate immediately before closing. No new participants may join the current offering period and existing participants cannot raise their payroll deductions.

What has to happen before the deal closes

The merger requires the affirmative vote of holders of at least a majority of Braze's outstanding Class A common stock. It also requires the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and receipt of other antitrust and foreign investment approvals, plus the absence of any law or court order blocking the deal.

The agreement includes a no-shop covenant: Braze may not solicit alternative transactions and, subject to limited exceptions, may not hold discussions about one. Braze must hold a stockholder meeting to vote on the agreement.

Either side can terminate if the deal is not completed by the first anniversary of the agreement, subject to two extensions of up to 90 days each to obtain regulatory approvals.

Break fees in both directions

If the agreement is terminated because the outside date passes or because a final, non-appealable order permanently blocks the merger, and certain other conditions are met, Salesforce must pay Braze a $300 million cash termination fee.

If Braze stockholders do not approve the deal, if the board withdraws or changes its recommendation, or if the board terminates the agreement to accept a superior proposal, Braze must pay Salesforce a $191,390,000 cash termination fee.

How the stock reacted

Braze closed at $45.525 on the event date, up 51.55% from the prior close of $30.04, according to the price data. Volume was 58,934,004 shares against an average of 2,454,802, about 24 times normal.

The closing price was below the $47.50 cash consideration. The filing does not address the gap, and this article does not speculate on its cause.

What this means

A Form 8-K is the current report companies file with the SEC to disclose material events between quarterly reports. Item 1.01 covers entry into a material definitive agreement — here, the merger contract. Item 8.01 covers other events the company chooses to disclose, in this case the joint press release, and Item 9.01 covers the exhibits, which include the merger agreement itself.

In a cash merger like this, shareholders do not receive Salesforce stock. Each Braze share is exchanged for $47.50 in cash, and Braze ceases to trade as a separate public company once the deal closes. That is different from a stock-for-stock deal, where target holders become shareholders of the acquirer.

The majority-of-outstanding-shares vote is the standard threshold for a merger under Delaware law, where both companies are incorporated. Note that it is a majority of all shares outstanding, not just those that vote, so a large no-vote or abstention can be as decisive as a no.

The termination fees are contractual penalties designed to allocate risk. The $191.39 million Braze would owe if it walks away to a rival bid is roughly in line with typical target-side break fees, and the $300 million Salesforce would owe if regulators block the deal shifts some of the antitrust risk onto the buyer.

The merger agreement also includes a "Company Material Adverse Effect" closing condition, meaning Salesforce can walk away if Braze's business suffers a severe, sustained deterioration before closing. This is a standard buyer protection, and the filing does not indicate any such effect has occurred.