Box (NYSE: BOX) CFO awarded shares, sells 17K under 10b5-1 plan

Rhea-AI Filing Summary

BOX Inc Chief Financial Officer Dylan C. Smith reported both a stock grant and a share sale. He received 73,372 shares of Class A Common Stock for achieving performance criteria under performance-based restricted stock units granted on April 15, 2025. One-third of these PSUs will vest on April 2, 2026 and the remaining two-thirds will vest annually over the following two years, subject to his continuous service. The day before the grant, he sold 17,000 shares at a weighted average price of $24.716 per share under a pre-arranged Rule 10b5-1 trading plan adopted on May 29, 2025. After these transactions, he directly holds 1,367,567 Class A shares, including shares represented by restricted stock units.

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

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

X

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)
03/10/2026

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	03/10/2026		S(1)		17,000	D	$24.716(2)	1,294,195(3)	D
Class A Common Stock	03/11/2026		A		73,372(4)	A	$0.00	1,367,567(3)	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. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025.

2. This sale price represents the weighted average sale price of the shares sold ranging from $24.25 to $25.31 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

3. 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.

4. This award represents the achievement of performance criteria under performance-based restricted stock units ("PSUs") granted on April 15, 2025. One-third of these PSUs shall vest on April 2, 2026 and the remaining two-thirds shall vest annually thereafter for the next two years, subject to the Reporting Person's continuous service through each vesting date.

	/s/ David Leeb, Attorney-in-Fact	03/12/2026
	** 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 transactions did Box (BOX) CFO Dylan Smith report?

Dylan Smith reported a stock grant and a share sale. He was awarded 73,372 Class A shares tied to performance-based RSUs and sold 17,000 shares at a weighted average price of $24.716, all as disclosed in the Form 4.

How many Box (BOX) shares did the CFO sell and at what price?

The CFO sold 17,000 Box Class A shares. The sale occurred at a weighted average price of $24.716 per share, with individual sale prices ranging from $24.25 to $25.31, as described in the Form 4 footnotes.

Was the Box (BOX) CFO share sale pre-planned under a Rule 10b5-1 plan?

Yes, the sale was executed under a Rule 10b5-1 plan. The filing states the reported sales were made pursuant to a trading plan adopted by Dylan Smith on May 29, 2025, indicating a pre-arranged selling program.

What equity award did the Box (BOX) CFO receive in this Form 4?

He received 73,372 shares from performance-based restricted stock units. This award reflects achievement of performance criteria from PSUs granted on April 15, 2025, with vesting beginning April 2, 2026 and continuing annually for two more years.

How many Box (BOX) shares does the CFO hold after these transactions?

After the reported transactions, Dylan Smith holds 1,367,567 shares. These are Class A Common Stock held directly, and certain shares are represented by restricted stock units, as noted in the Form 4 footnotes.

How do vesting terms affect the Box (BOX) CFO’s new PSU-related shares?

The new PSU-related shares vest over three years. One-third of the award vests on April 2, 2026, with the remaining two-thirds vesting in equal annual installments over the next two years, conditioned on Dylan Smith’s continued service.