Salesforce agreed to buy Braze. What the months before close decide for the people who built it.

• Announced October 20, 2026 by Salesforce and Braze. The merger agreement is dated October 19, 2026, and Braze’s board approved it unanimously.
• Consideration is all cash, $47.50 for each share of Braze Class A common stock, approximately $5.66 billion in enterprise value.
• Expected close, as the companies stated at announcement, in Salesforce’s fiscal year 2028, subject to customary closing conditions, including approval by Braze’s shareholders and required regulatory approvals. Salesforce’s fiscal year ends January 31, so fiscal 2028 runs February 1, 2027 through January 31, 2028.
• The vote needs a majority of the outstanding shares of Braze Class A common stock. Braze said it intends to file a preliminary proxy statement with the SEC and will deliver the definitive proxy statement to its shareholders. The definitive proxy statement is where the vote date is set out.
• The regulatory conditions are the end of the waiting period under the Hart-Scott-Rodino Act and other approvals under specified antitrust and foreign investment laws.
• If the merger is not completed by October 19, 2027, the first anniversary of the agreement, the agreement can be terminated. That date can be extended once by up to 90 days and once more by up to 90 days to obtain required regulatory approvals.
• Closing takes place on the fifth business day after the last closing condition is met or waived, unless Salesforce and Braze agree in writing on another date (Section 1.3).
• Options with an exercise price below $47.50 are cancelled at close for cash equal to $47.50 minus the exercise price for each share, less tax withholding. Other options are cancelled with no payment, whether or not vested (Section 2.3(a) and (b) of the merger agreement).
• RSUs that have vested but are not yet settled in shares at close, and RSUs held by Braze board members who are not employees, are cancelled for $47.50 in cash per share, less tax withholding (Section 2.3(c)).
• Unvested RSUs become Salesforce RSUs with the same terms, including vesting. The number of Salesforce shares is your Braze RSU shares multiplied by a Conversion Ratio set out in the merger agreement, rounded to the nearest whole share (Section 2.3(d)).
• Unvested PSUs become Salesforce RSUs on the same terms, including vesting, but without the performance conditions. Periods completed before the closing date count at actual performance, and that includes the fiscal year that began February 1, 2026 if the closing date is on or after February 1, 2027. If the closing date is before February 1, 2027, that year counts at the greater of target and actual. Periods not completed count at target (Section 2.3(e)).
• For some holders employed outside the United States, Salesforce may convert awards into cash based awards or cash them out at close (Section 2.3(f)).
• Unvested restricted Braze shares held by certain holders become restricted Salesforce shares on the same terms, including vesting. Those held by certain other holders are paid $47.50 in cash per share, less tax withholding (Section 2.3(i)).
• The ESPP ends just before the merger takes effect. No one new can join an offering period that was running when the agreement was signed, and no participant can raise their payroll deduction rate. If every such offering period ends before close, the ESPP is suspended and no new offering period starts while the agreement is in effect. If one would still be running at close, its last day moves up to no later than three business days before the closing date (Section 2.3(g)).
• Cash for options and vested RSUs is due as promptly as practicable after the closing date, and no later than the first payroll date at least ten business days after it. An RSU or PSU that is deferred compensation under Section 409A is instead paid at the earliest time its terms allow without a Section 409A tax or penalty (Section 2.3(j)).
• In an employee FAQ sent October 20, 2026 and filed with the SEC, Braze said RSUs continue to vest on their current schedules until close, and its insider trading policy, including quarterly blackout periods, still applies.

Sources. Salesforce and Braze joint press release, October 20, 2026, Braze’s Form 8-K filed the same day with the merger agreement dated October 19, 2026 as Exhibit 2.1, Braze’s employee FAQ, sent October 20, 2026 and filed with the SEC, and Salesforce’s Form 10-Q for the quarter ended July 31, 2026. BFA Wealth Management isn’t affiliated with Salesforce or Braze. The terms and dates above come from the announcement and filings named here, as of the date the facts were checked. They can change before close, so confirm the treatment of your own awards with HR before you act.

In an all cash deal, the price is paid in cash, not stock. At close, each Braze share you own, other than unvested restricted stock, becomes $47.50 in cash, which is generally treated as a sale for tax purposes, with long term rates for shares held more than a year. Shares from an ESPP or an ISO exercise have their own holding periods, and part of their gain can be ordinary income even after a year. Options with an exercise price below $47.50, and vested RSUs not yet settled in shares, are paid out in cash too. Cash for those RSUs is taxed as pay, and cash for options is generally taxed as ordinary income. Federal withholding on it can be a flat 22%, with 37% required on supplemental pay above $1 million in a year, and that may be less than you owe.

If you are still vesting, you generally end up holding Salesforce, not cash. Unvested RSUs become Salesforce RSUs on the same vesting schedule, and unvested PSUs become Salesforce RSUs with the performance conditions removed. Each one is generally taxed as pay when it vests, at Salesforce’s share price that day. So this deal calls for both guides, Before Your Company Is Sold for Cash for what is paid at close and Before Your Company Is Sold for Stock for the Salesforce RSUs you keep.

Timing matters for PSUs and the ESPP. If the closing date is on or after February 1, 2027, the PSU performance year that began February 1, 2026 counts at actual results, not the greater of target and actual. If the ESPP offering periods that were running when the agreement was signed end before close, no new one starts, so they may be the last.

The cash from your shares counts in the tax year of close, and the cash for options and vested RSUs in the year it is paid, which can be the next year if close falls late in the year. The rest of your equity vests in one public stock, Salesforce, possibly under Salesforce’s trading windows. That is the part worth planning before close.

1. Which of my awards are cashed out at close and which become Salesforce RSUs, and will HR confirm that for each grant in writing?
2. What is the Conversion Ratio in the merger agreement, which Salesforce share price and dates does it use, and how many Salesforce RSUs will each of my grants become?
3. For my PSUs, which performance periods will count as completed at close, what do Braze’s actual results for the fiscal year that began February 1, 2026 mean for my share count, and where does target apply?
4. If I am let go before or after close, does my offer letter, a severance plan or my award agreement speed up vesting, and what dates does that protection cover?
5. Will my annual refresh or promotion grant still be made before close, in what form, and will it convert the same way?
6. If I hold ESPP shares, is the plan a Section 423 plan, and will my shares have met its holding periods, more than two years from the start of the offering and more than one year from purchase, by the day they are cashed out at close?
7. If I hold ISOs, would exercising before close leave time to hold the shares more than two years from grant and more than one year from exercise before close cashes them out, and what would that do to my AMT?
8. Could the golden parachute rules (Section 280G) reach me as an officer, a more than 1% owner or one of the highest paid 1% of employees, and would my deal payments reach three times my base amount, where a 20% excise tax can apply?
9. What will withholding look like on the cash at close and on each Salesforce RSU vesting after, and is a flat 22% federal rate, or 37% on supplemental pay above $1 million in a year, enough for my actual bracket?
10. Should I sell Braze shares I own in an open trading window before close or hold them until close, and how does each choice change the tax year and whether my gain is long term?
11. After close, when am I allowed to sell Salesforce shares as my RSUs vest, and what selling schedule keeps one stock from becoming too much of my net worth?
12. What happens to my awards and the ESPP if the deal does not close, and what would I do then?

Nobody at your company is paid to answer these for you. HR will tell you the mechanics. Your CPA will handle the return. The person who puts it all on one page, in the order it matters, is usually missing. That is the gap we fill.