Salesforce, Inc. has entered into a definitive agreement to acquire Braze, Inc. The deal is structured as a merger between Braze and Banff Acquisition Sub Inc., a Delaware corporation that is a wholly owned subsidiary of Salesforce. Under the terms of the Agreement and Plan of Merger dated October 19, 2026, Banff Acquisition Sub Inc. will merge with and into Braze, with Braze continuing as the surviving corporation. The transaction is subject to the conditions set forth in the Merger Agreement and applicable provisions of the General Corporation Law of the State of Delaware.
The board of directors of Braze unanimously adopted the Merger Agreement and approved the transactions contemplated by it. The board also took action to render Section 203 of the Delaware General Corporation Law inapplicable to the Merger Agreement and the related transactions. This section typically restricts certain business combinations with interested stockholders. By waiving its application, the board removed a potential legal barrier to the deal.
Concurrently with the execution of the Merger Agreement, specific stockholders agreed to a Voting and Support Agreement. This agreement was entered into as a condition for Salesforce and its subsidiary to proceed with the merger. The stockholders identified in Schedule A of the agreement are bound by irrevocable commitments regarding how they will vote their shares during the period leading up to the termination date.
Each participating stockholder has agreed to vote all of their shares in favor of the approval and adoption of the Merger Agreement and the transactions it contemplates. This includes voting for any related proposals that further the merger, such as proposals to adjourn or postpone meetings if there are not sufficient votes for approval on a given date. The stockholders have also committed to vote against any acquisition proposal or related action that opposes the merger. Furthermore, they agree to vote against any action or agreement that would reasonably be expected to result in a breach of covenants, representations, or warranties contained in the Merger Agreement or this support agreement.
The voting obligations extend to any other action that would reasonably be expected to impede, interfere with, delay, postpone, or frustrate the purposes of the transactions contemplated by the Merger Agreement. These commitments apply regardless of whether the board of directors recommends the merger or any specific action. The agreement defines "Shares" to include existing shares as well as any Class A common stock or other voting capital stock acquired by a stockholder on or after the date of the agreement.
The document outlines that beneficial ownership is interpreted in accordance with Rule 13d-3 under the Exchange Act and SEC regulations. A person is deemed to beneficially own securities if they have or share voting power or investment power, directly or indirectly. This includes securities that may be acquired through contracts, arrangements, or upon the exercise of conversion rights, exchange rights, warrants, or options, regardless of whether those rights are exercisable immediately or only after a passage of time. The definition also includes record ownership and securities beneficially owned by affiliates or groups acting in concert.
The merger agreement serves as the primary framework for the transaction, with capitalized terms used in the Voting and Support Agreement deriving their meanings from that document unless otherwise defined. The arrangement ensures that the specified stockholders maintain their support for Salesforce's acquisition throughout the process, providing certainty for the completion of the merger.