Braze, Inc. has entered into a definitive agreement to be acquired by Salesforce, Inc. The transaction was announced on October 19, 2026, and is structured as a merger where Braze will merge with a wholly owned subsidiary of Salesforce. Braze will continue as the surviving corporation and become a wholly owned subsidiary of Salesforce.
Under the terms of the Agreement and Plan of Merger, Braze stockholders will receive $47.50 in cash for each share of Class A common stock they own at the effective time of the merger. This consideration is described as the Per Share Merger Consideration. The agreement has been unanimously approved by Braze’s board of directors.
The transaction is subject to customary closing conditions, including the approval of Braze’s stockholders by a majority of the outstanding shares of Class A common stock. It also requires the expiration of the Hart-Scott-Rodino Antitrust waiting period and the absence of a material adverse effect on Braze.
Regarding equity awards, the merger agreement outlines specific treatments for options and restricted stock units. In-the-money options will be cancelled, with holders receiving cash equal to the merger consideration. Restricted stock units will generally be converted into restricted stock units of Salesforce, with specific exceptions for directors, vested units, and certain performance-based units. The Company’s Employee Stock Purchase Plan will be terminated.
The agreement includes termination rights for both parties. If the merger is not completed by a specified date, Salesforce may be required to pay a termination fee of $300 million. If Braze’s board changes its recommendation or enters into a superior proposal, Braze may be required to pay Salesforce a termination fee of $191.39 million.
