Box Inc (BOX) CFO details stock gift and RSU tax withholding

Rhea-AI Filing Summary

Box Inc's Chief Financial Officer reported recent stock movements in company shares. On 12/18/2025, the executive made a bona fide charitable contribution of 65,000 shares of Class A common stock to a donor advised fund, with no shares sold. On 12/20/2025, 9,818 shares were withheld by Box to cover income tax obligations tied to the net settlement of restricted stock units, which also did not involve an open-market sale.

Following these transactions, the CFO beneficially owned 1,345,195 shares of Box Class A common stock. Some of these shares are represented by restricted stock units, each giving the right to receive one share of Box common stock if the vesting conditions and continued service requirements are met.

Insider Trade Summary

65,000 shares gifted

Mixed 2 txns

Insider Smith Dylan C

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	9,818	$30.44	$299K
Gift	Class A Common Stock	65,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,345,195 shares (Direct)

Footnotes (1)

1. This transaction represents a bona fide charitable contribution to a donor advised fund. No shares were sold by the Reporting Person. Certain of these shares are represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Common Stock of the Issuer subject to the applicable vesting schedule and the Reporting Person's continuous service through each such date. Represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the net settlement of RSUs and does not represent a sale by the Reporting Person.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Dylan C

(Last) (First) (Middle)

900 JEFFERSON AVE.

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOX INC [ BOX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/18/2025		G(1)		65,000	D	$0.00	1,355,013(2)	D
Class A Common Stock	12/20/2025		F		9,818(3)	D	$30.44	1,345,195(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction represents a bona fide charitable contribution to a donor advised fund. No shares were sold by the Reporting Person.

2. Certain of these shares are represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Common Stock of the Issuer subject to the applicable vesting schedule and the Reporting Person's continuous service through each such date.

3. Represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the net settlement of RSUs and does not represent a sale by the Reporting Person.

	/s/ David Leeb, Attorney-in-Fact	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider stock transactions did Box (BOX) disclose for its CFO?

The Box Chief Financial Officer reported two Class A common stock transactions: a 65,000-share charitable contribution on 12/18/2025 and 9,818 shares withheld on 12/20/2025 to cover tax obligations related to restricted stock units.

Did the Box CFO sell any shares in the open market in this disclosure?

No. The filing states the 65,000 shares were a bona fide charitable contribution to a donor advised fund and that 9,818 shares were withheld by Box to satisfy income tax and withholding obligations on RSUs, and that these do not represent sales by the reporting person.

How many Box Class A shares does the CFO own after these transactions?

After the reported transactions, the Box Chief Financial Officer beneficially owned 1,345,195 shares of Class A common stock.

What does the 65,000-share transaction by the Box CFO represent?

The 65,000-share transaction is described as a bona fide charitable contribution to a donor advised fund, with no shares sold by the reporting person.

Why were 9,818 Box shares withheld from the CFO?

The 9,818 shares were withheld by Box to satisfy income tax, withholding, and remittance obligations in connection with the net settlement of restricted stock units. This withholding is an administrative step and not a sale by the CFO.

How are restricted stock units (RSUs) described in this Box insider report?

The filing notes that certain beneficially owned shares are represented by restricted stock units (RSUs). Each RSU gives the reporting person the right to receive one share of Box common stock, subject to the vesting schedule and the executive’s continuous service through each vesting date.