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BOX (NYSE: BOX) CFO reports RSU bonus grant and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BOX Inc Chief Financial Officer Dylan C. Smith reported routine equity compensation activity involving Class A common stock. He received 4,614 shares through a grant of Restricted Stock Units as a bonus under the Company’s Fiscal Year 2026 Executive Bonus Plan, which were deemed 100% vested immediately after grant. On the same date, 2,316 shares were withheld by the company to cover income tax and withholding obligations in connection with the net settlement of RSUs, as noted in the filing, and this did not represent an open-market sale. Following these transactions, he directly held 1,407,085 shares of Box common stock.

Positive

  • None.

Negative

  • None.
Insider Smith Dylan C
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 4,614 $0.00 --
Tax Withholding Class A Common Stock 2,316 $24.33 $56K
Holdings After Transaction: Class A Common Stock — 1,407,085 shares (Direct, null)
Footnotes (1)
  1. Represents Restricted Stock Units ("RSUs") that were granted as a bonus payment earned under the Company's Fiscal Year 2026 Executive Bonus Plan. These RSUs were deemed 100% vested immediately following their grant. Certain of these shares are represented by time-based and performance-based 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.
RSU bonus grant 4,614 shares Restricted Stock Units granted under Fiscal Year 2026 Executive Bonus Plan
Tax withholding shares 2,316 shares Shares withheld to satisfy tax obligations on RSU net settlement
Reported price for withholding $24.33 per share Value used for shares withheld on April 22, 2026
Shares after withholding 1,404,769 shares Direct holdings following tax-withholding disposition entry
Shares after grant 1,407,085 shares Direct holdings following RSU grant/award acquisition entry
Net buy/sell shares 0 shares transactionSummary netBuySellShares marked neutral
Restricted Stock Units ("RSUs") financial
"Represents Restricted Stock Units ("RSUs") that were granted as a bonus payment"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
net settlement of RSUs financial
"in connection with the net settlement of RSUs and does not represent a sale"
performance-based RSUs financial
"Certain of these shares are represented by time-based and performance-based RSUs."
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
Fiscal Year 2026 Executive Bonus Plan financial
"earned under the Company's Fiscal Year 2026 Executive Bonus Plan."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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 CALIFORNIA 94063
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BOX INC [ BOX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/22/2026A4,614(1)A$0.001,407,085(2)D
Class A Common Stock04/22/2026F2,316(3)D$24.331,404,769(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents Restricted Stock Units ("RSUs") that were granted as a bonus payment earned under the Company's Fiscal Year 2026 Executive Bonus Plan. These RSUs were deemed 100% vested immediately following their grant.
2. Certain of these shares are represented by time-based and performance-based 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-Fact04/23/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BOX (BOX) CFO Dylan Smith report?

BOX CFO Dylan Smith reported a grant of 4,614 Restricted Stock Units and the withholding of 2,316 shares for taxes. These were compensation-related entries, not open-market trades, and left him holding 1,407,085 Box Class A common shares directly.

Were the BOX (BOX) insider transactions open-market buys or sells?

The reported BOX insider transactions were not open-market trades. Smith received 4,614 RSUs as bonus compensation and 2,316 shares were withheld by the company to satisfy tax obligations related to RSU settlement, according to the filing footnotes.

How many BOX (BOX) shares does CFO Dylan Smith hold after these transactions?

After the reported grant and tax withholding entries, CFO Dylan Smith directly holds 1,407,085 shares of Box Class A common stock. This figure reflects his position immediately following the April 22, 2026 compensation-related transactions described in the Form 4.

What is the nature of the 4,614 RSUs granted to BOX (BOX) CFO?

The 4,614 RSUs granted to BOX’s CFO represent a bonus earned under the Company’s Fiscal Year 2026 Executive Bonus Plan. The filing states these RSUs were deemed 100% vested immediately upon grant, each representing the right to receive one share of common stock.

Why were 2,316 BOX (BOX) shares classified as a disposition in the Form 4?

The 2,316 BOX shares classified as a disposition were withheld by the issuer to cover income tax and withholding obligations on RSU settlement. The filing specifies this withholding does not represent a sale by the reporting person in the market.