BRZE

MKT CAP $5.2BP/E —DIV YIELD —FCF YIELD 1.63%REV TTM $834.2M +27.4%NET INCOME −$113MNET CASH —52W 15.79 – 45.68SEC XBRL · TTM TO Invalid Date

How BRZE rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

Text kept

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−230

words, now 27,723

New in FY2026

Any disruption in the operations of these third-party providers or limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations. • Our use of artificial intelligence, and machine learning in our platform and our business, as well as our potential failure to effectively implement, use, and market these technologies, may result in reputational harm or liability, or could otherwise adversely affect our business. • We are subject to stringent and changing laws and regulations, industry standards and contractual obligations related to privacy, data security and data protection.
The restrictions and costs imposed by these requirements and our actual or perceived failure to comply with them, could harm our business. • If we or our third-party service providers or vendors experience a security breach or unauthorized parties otherwise obtain access to our customers’ data, our data or our platform, our solution may be perceived as not being secure, our reputation may be harmed, demand for our platform and products may be reduced and we may incur significant liabilities. • Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could have a negative impact on our business. • We employ third-party licensed software for use in or with our platform, and the inability to maintain these licenses or errors or vulnerabilities in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business. • We have identified one material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.
The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates, tariffs, and uncertainty about economic stability.
These unfavorable conditions have been, and may continue to be, exacerbated in the United States and abroad by global and domestic socioeconomic conditions, including the failure of high-profile banking and other financial institutions, the Federal Reserve’s attempts to combat inflation through interest rate increases, unrest in international trade relations (including those related to trade wars, tariffs, taxation, and importation), domestic and foreign political turmoil, natural catastrophes, pandemics related to highly infectious diseases, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, and international military conflicts and the related political and economic responses.
Recent increases in inflation, economic volatility and related fluctuations in interest rates have affected customer spending behavior, and if any of factors continue or are exacerbated, could have a material adverse effect on our business, financial condition and results of operations.
Our revenue was $738.2 million and $593.4 million for the fiscal years ended January 31, 2026 and 2025, respectively.
If we incur debt, the debt holders would have rights senior to holders of our Class A common stock to make claims on our assets, and the terms of any debt could include restrictive covenants relating to our capital raising activities and other financial and operational matters, any of which may make it more difficult for us to obtain additional capital and to pursue business opportunities.
Furthermore, if we issue equity securities, our stockholders will experience dilution, and the new equity securities could have rights senior to those of our Class A common stock.
Our results of operations may fluctuate significantly from period to period due to many factors, many of which are outside of our control, including: • failure to execute on our growth strategies; • the level of demand for our platform; • the rate of renewal of subscriptions with, and extent of sales of additional subscriptions to, existing customers; • the size, timing, duration and pricing, and other terms of our subscription agreements with existing and new customers; • the introduction of new products and product enhancements by existing competitors or new entrants into our market, and changes in pricing for products offered by our competitors; • network outages, security breaches and other cyber-attacks, technical difficulties with or interruptions to our platform; • customers delaying purchasing decisions in anticipation of new developments or enhancements by us or our competitors or otherwise; • changes in customers’ budgets; • seasonal variations related to sales and marketing and other activities, such as expenses related to our customers’ increased usage of our platform and products during the fourth quarter; • our ability to increase, retain and incentivize the strategic partners that market and sell our platform; • the timing of growth of our business, in particular through our hiring of new employees and international expansion; • our ability to control our operating expenses and other costs; • our ability to hire, train and maintain our direct sales team; • unforeseen litigation and inability to enforce, protect or defend our intellectual property, or claims of infringement by third parties; • the timing of our adoption of new or revised accounting pronouncements applicable to us and the impact on our results of operations; • fluctuations in our effective tax rate; and • general gobal economic and political conditions, as well as economic conditions specifically affecting industries in which our customers operate.
We generated a net loss of $130.8 million, $104.0 million, and $130.4 million for the fiscal years ended January 31, 2026, 2025, and 2024 , respectively.
We had accumulated deficits of $718.1 million and $586.8 million as of January 31, 2026 and 2025, respectively.
We face intense competition from software companies that offer marketing solutions, such as Adobe, Salesforce, Iterable, and Klaviyo.
Additionally, to the extent there is sustained economic volatility, our customers and potential customers may experience delays and reductions in general customer engagement technology spending.
In addition, there has been significant merger and acquisition activity among our competitors and the broader technology industry.
Further, recent advances in, and the public availability of, generative and agentic AI have been, and may continue to be, a significant disruptor in consumer engagement and marketing strategies.
Further as we develop, acquire, and introduce new services and technologies, including those that may incorporate AI and machine learning, we may be subject to new or heightened legal, ethical, and other challenges.
As a result, our results of operations could suffer due to: • any decline in demand for our platform, including as a result of reductions or delays in general customer engagement technology spending by our customers and potential customers in connection with a sustained general economic downturn; • the failure of our platform to achieve continued market acceptance; • the market for our platform not continuing to grow, or growing more slowly than we expect; • the introduction of products and technologies, including AI technologies, that serve as a replacement or substitute for, or represent an improvement over, our platform; • technological innovations, including related to AI, or new standards that our platform does not address; • incidents or interruptions with third-party service providers or vendors, including Apple or Google services, that affect the ability of our customers to use our platform; • sensitivity to current or future prices offered by us or our competitors; • our inability to release enhanced versions of our platform on a timely basis; • the development of new communication channels with which we are not able to adequately integrate our platform; and • changes to mobile devices and platforms that prevent or degrade the functionality of our platform, or our inability to maintain interoperability of our platform with such mobile devices and platforms.
We intend to continue to expand our international operations in the future and may expand our product and service offerings with future acquisitions.
We currently have customers in North and South America, Europe, the Middle East, and the Asia-Pacific region.
For example, in June 2025, we completed our acquisition of OfferFit, Inc.
Additionally, we funded a significant portion of the OfferFit acquisition with the issuance of shares of our Class A common stock, which will have a dilutive impact.
Violations of these laws can lead to statutory penalties (up to $53,088 per violation in the case of the Children’s Online Privacy Protection Act, for example).
GDPR remain substantially similar for the time being, the U.K. government has amended the U.K.
GDPR through the Data (Use and Access) Act 2025 and may further reform its relevant laws, including in ways that may differ from the EU GDPR.
Additionally, with respect to transfers of personal data from the EEA to the U.K., on June 28, 2021, the European Commission issued an adequacy decision in respect of the U.K.’s data protection framework, enabling data transfers from EU member states to the U.K. to continue until June 27, 2025 without requiring organizations to put in place contractual or other measures in order to lawfully transfer personal data between the territories.
While this adequacy decision was extended subsequently until December 2031, the European Commission may unilaterally revoke the adequacy decision at any point, and if this occurs, it could lead to additional costs and increase our overall risk exposure.
Litigation may result in substantial costs and may divert management’s attention and resources, which could seriously harm our business, financial condition and results of operations.
Insurance may not cover such claims, provide sufficient payments to cover all the costs to resolve one or more of such claims or continue to be available on terms acceptable to us.
We are subject to anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations.
We are required to comply with governmental export and import controls and economic sanctions that could impair our ability to compete in international markets and subject us to liability if we violate the controls.
Our platform is subject to U.S. export controls, including the Export Administration Regulations.
These encryption products and the underlying technology are currently considered “publicly available” by the Export Administration Regulations and may be freely exported outside of the United States.
Furthermore, our activities are subject to U.S. economic sanctions laws and regulations that prohibit transactions and dealings, including the export or reexport of certain products and services, to countries, governments and persons targeted by U.S. embargoes or sanctions.
Additionally, U.S. embargoes, trade restrictions and sanctions can change rapidly and unpredictably in response to international events, such as the application of broad sanctions and export control restrictions against Russia and Belarus in connection with the invasion of Ukraine.
Future embargoes or sanctions on other jurisdictions could have a significant impact on our business or the business of our customers, either of which could have a material adverse effect on our financial results and operations.
In addition to the United States, various other countries regulate the import and export of certain encryption and other technology, including import and export licensing requirements.
Changes in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could limit our ability to export or sell our platform to existing or potential customers with international operations and impose additional licensing requirements for the sale of our products.
Further, tax legislation continues to evolve globally with new laws and regulations that create uncertainty in the global economy.
The Organization for Economic Cooperation and Development reached agreement among over 140 countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as the Pillar Two framework.
Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two framework.

and 36 more.

Gone since FY2025

Any disruption in the operations of these third-party providers or limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations. • We are subject to stringent and changing laws and regulations, industry standards and contractual obligations related to privacy, data security and data protection.
The restrictions and costs imposed by these requirements and our actual or perceived failure to comply with them, could harm our business. • If we or our third-party service providers or vendors experience a security breach or unauthorized parties otherwise obtain access to our customers’ data, our data or our platform, our solution may be perceived as not being secure, our reputation may be harmed, demand for our platform and products may be reduced and we may incur significant liabilities. • Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could have a negative impact on our business. • We employ third-party licensed software for use in or with our platform, and the inability to maintain these licenses or errors or vulnerabilities in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business. • We have identified one material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected. • The dual class structure of our common stock has the effect of concentrating voting control with our executive officers, directors and significant holders of our capital stock, which limits the ability of holders of our Class A common stock to influence the outcome of important transactions.
The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability.
These unfavorable conditions have been, and may continue to be, exacerbated in the United States and abroad by global and domestic socioeconomic conditions, including the failure of high-profile banking and other financial institutions, the Federal Reserve’s attempts to combat inflation through interest rate increases, unrest in international trade relations, domestic and foreign political turmoil, natural catastrophes, pandemics related to highly infectious diseases, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, and international military conflicts and the related political and economic responses.
Recent increases in inflation, economic volatility and related increases in interest rates have affected customer spending behavior.
Significant continued increases in inflation, continued economic volatility and related increases in interest rates could have a material adverse effect on our business, financial condition and results of operations.
Our revenue was $593.4 million and $471.8 million for the fiscal years ended January 31, 2025 and 2024, respectively.
If we incur debt, the debt holders would have rights senior to holders of our Class A and Class B common stock to make claims on our assets, and the terms of any debt could include restrictive covenants relating to our capital raising activities and other financial and operational matters, any of which may make it more difficult for us to obtain additional capital and to pursue business opportunities.
Furthermore, if we issue equity securities, our stockholders will experience dilution, and the new equity securities could have rights senior to those of our Class A common stock and Class B common stock.
Our results of operations may fluctuate significantly from period to period due to many factors, many of which are outside of our control, including: • failure to execute on our growth strategies; • the level of demand for our platform; • the rate of renewal of subscriptions with, and extent of sales of additional subscriptions to, existing customers; • the size, timing, duration and pricing, and other terms of our subscription agreements with existing and new customers; • the introduction of new products and product enhancements by existing competitors or new entrants into our market, and changes in pricing for products offered by our competitors; • network outages, security breaches and other cyber-attacks, technical difficulties with or interruptions to our platform; • customers delaying purchasing decisions in anticipation of new developments or enhancements by us or our competitors or otherwise; • changes in customers’ budgets; • seasonal variations related to sales and marketing and other activities, such as expenses related to our customers’ increased usage of our platform and products during the fourth quarter; • our ability to increase, retain and incentivize the strategic partners that market and sell our platform; • the timing of growth of our business, in particular through our hiring of new employees and international expansion; • our ability to control our operating expenses and other costs; • our ability to hire, train and maintain our direct sales team; • unforeseen litigation and inability to enforce, protect or defend our intellectual property, or claims of infringement by third parties; • the timing of our adoption of new or revised accounting pronouncements applicable to us and the impact on our results of operations; • fluctuations in our effective tax rate; and • general economic and political conditions, as well as economic conditions specifically affecting industries in which our customers operate.
We generated a net loss of $104.0 million, $130.4 million, and $140.7 million for the fiscal years ended January 31, 2025, 2024, and 2023 , respectively.
We had accumulated deficits of $586.8 million and $483.1 million as of January 31, 2025 and 2024, respectively.
We face intense competition from software companies that offer marketing solutions, such as legacy marketing clouds like Adobe and Salesforce, and point solutions like Airship, Iterable, Klaviyo, CleverTap and MoEngage.
Additionally, to the extent there is a sustained general economic downturn, our customers and potential customers may experience delays and reductions in general customer engagement technology spending.
In addition, in recent years, there has been significant merger and acquisition activity among our competitors, including the acquisition of Leanplum by CleverTap.
Further, recent advances in, and the public availability of, generative artificial intelligence may be a significant disruptor in consumer engagement and marketing strategies.
Further as we develop, acquire, and introduce new services and technologies, including those that may incorporate artificial intelligence and machine learning, we may be subject to new or heightened legal, ethical, and other challenges.
As a result, our results of operations could suffer due to: • any decline in demand for our platform, including as a result of reductions or delays in general customer engagement technology spending by our customers and potential customers in connection with a sustained general economic downturn; • the failure of our platform to achieve continued market acceptance; • the market for our platform not continuing to grow, or growing more slowly than we expect; • the introduction of products and technologies that serve as a replacement or substitute for, or represent an improvement over, our platform; • technological innovations or new standards that our platform does not address; • incidents or interruptions with third-party service providers or vendors, including Apple or Google services, that affect the ability of our customers to use our platform; • sensitivity to current or future prices offered by us or our competitors; • our inability to release enhanced versions of our platform on a timely basis; • the development of new communication channels with which we are not able to adequately integrate our platform; and • changes to mobile devices and platforms that prevent or degrade the functionality of our platform, or our inability to maintain interoperability of our platform with such mobile devices and platforms.
We intend to continue to expand our international operations in the future.
We currently have customers in North America, Europe, the Middle East, the Asia-Pacific region and Latin America.
For example, in March 2025, we announced our planned acquisition of OfferFit, Inc., a modern agentic AI company, for $325 million, using a combination of cash and shares of our Class A common stock.
The cash consideration in this transaction uses a significant portion of the proceeds from our initial public offering.
Additionally, we will fund approximately 42% of the OfferFit acquisition with the issuance of shares of our Class A common stock, which will have a dilutive impact.
Violations of these laws can lead to statutory penalties (up to $46,515 per violation in the case of the Children’s Online Privacy Protection Act, for example).
GDPR remain substantially similar for the time being, the U.K. government has announced that it will seek to chart its own path on data protection and reform its relevant laws, including in ways that may differ from the EU GDPR.
Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition and results of operations.
Insurance might not cover such claims, provide sufficient payments to cover all the costs to resolve one or more of such claims or continue to be available on terms acceptable to us.
We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations.
We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we violate the controls.
Our platform is subject to U.S. export controls, including the Export Administration Regulations and economic sanctions administered by the U.S.
Treasury Department’s Office of Foreign Assets Control.
These encryption products and the underlying technology are currently considered “publicly available” by the Export Administration Regulations and may be exported outside of the United States.
Furthermore, our activities are subject to U.S. economic sanctions laws and regulations that prohibit the shipment of certain products and services to countries, governments and persons targeted by U.S. embargoes or sanctions.
Additionally, U.S. embargoes and sanctions can change rapidly and unpredictably in response to international events, such as the application of new and broad sanctions against Russia and Belarus in connection with the invasion of Ukraine.
Future embargoes or sanctions could have a significant impact on our business or the business of our customers, either of which could have a material adverse effect on our financial results and operations.
Various countries regulate the import and export of certain encryption and other technology, including import and export licensing requirements.
Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could limit our ability to export or sell our platform to existing or potential customers with international operations.
As of January 31, 2025, we had net operating loss, or NOL, carryforwards for federal and state income tax purposes of approximately $392.3 million and $284.2 million, respectively, some of which may be available to offset taxable income in the future, and which expire in various years beginning in 2035 for federal purposes and 2026 for state purposes if not utilized.
Accordingly, $352.9 million of our NOLs may be carried forward indefinitely for federal tax purposes and various states have enacted tax policies or rules that conform to federal tax laws.
As of January 31, 2025, we owned 26 granted patents related to our platform and its technology and four patent applications pending for examination in the United States and no non-U.S. patents or patent applications pending.

and 37 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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