Box Inc. (BOX) CFO Dylan Smith sells 17,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Box Inc.'s Chief Financial Officer Dylan C. Smith sold 17,000 shares of Class A Common Stock in an open-market transaction. The sale on February 10, 2026 was executed at a weighted average price of $24.746 per share under a Rule 10b5-1 trading plan adopted on May 29, 2025.

After this transaction, Smith beneficially owned 1,311,195 shares directly, a figure that includes shares represented by restricted stock units that vest over time, contingent on his continued service with the company.

Insider Trade Summary

Net Seller: 17,000 shares ($420,682)

Net Sell 1 txn

Insider Smith Dylan C

Role Chief Financial Officer

Sold 17,000 shs ($421K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	17,000	$24.746	$421K

Holdings After Transaction: Class A Common Stock — 1,311,195 shares (Direct)

Footnotes (1)

1. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025. This sale price represents the weighted average sale price of the shares sold ranging from $24.59 to $24.91 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. 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.

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
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).

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)
02/10/2026

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	02/10/2026		S(1)		17,000	D	$24.746(2)	1,311,195(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 $24.59 to $24.91 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.

	/s/ David Leeb, Attorney-in-Fact	02/11/2026
	** 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 transaction did Box (BOX) report for its CFO?

Box reported that CFO Dylan C. Smith sold 17,000 shares of Class A Common Stock. The sale occurred on February 10, 2026 as an open-market transaction, executed under a pre-established Rule 10b5-1 trading plan adopted on May 29, 2025.

At what price did Box CFO Dylan Smith sell his 17,000 shares?

Dylan Smith’s 17,000 Box shares were sold at a weighted average price of $24.746 per share. Individual trades were executed in a price range from $24.59 to $24.91, according to the filing’s footnote explaining the calculation of the average sale price.

How many Box (BOX) shares does the CFO own after this Form 4 sale?

After the reported sale, Box CFO Dylan Smith beneficially owned 1,311,195 shares of Class A Common Stock directly. This total includes certain shares represented by restricted stock units that convert into shares as they vest, subject to his continued service with Box.

Was the Box CFO’s February 2026 share sale pre-planned?

Yes. The filing states the reported sales were executed under a Rule 10b5-1 trading plan adopted on May 29, 2025. Such plans allow executives to schedule trades in advance, helping separate routine liquidity events from discretionary trading decisions.

What does the weighted average price mean in the Box CFO’s sale?

The filing reports a weighted average sale price of $24.746 for Dylan Smith’s 17,000 shares. Actual trades occurred between $24.59 and $24.91, and the CFO will provide detailed breakdowns of share quantities at each price upon request from regulators or shareholders.

How are restricted stock units (RSUs) reflected in the Box CFO’s holdings?

The Form 4 notes that some of Dylan Smith’s reported holdings are restricted stock units. Each RSU represents the right to receive one share of Box Common Stock, subject to the applicable vesting schedule and his continuous service through the relevant vesting dates.