[Form 4] BOX INC Insider Trading Activity

Rhea-AI Filing Summary

Dylan C. Smith, Chief Financial Officer of Box, Inc. (BOX), reported a company-reported transaction on 09/20/2025. The Form 4 shows 9,819 shares of Class A common stock were disposed at a price of $32.17. The filing clarifies those shares were withheld by the issuer to satisfy tax withholding related to net settlement of RSUs and did not represent a sale by the reporting person. After the transaction the reporting person beneficially owned 1,471,013 shares, which include RSUs and 100 shares acquired under the Employee Stock Purchase Plan on 09/15/2025. The form is signed by an attorney-in-fact on 09/23/2025.

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax withholding; not an open-market sale and limited governance implications.

The reported disposition of 9,819 shares is documented as issuer withholding to satisfy income tax obligations on net-settled RSUs, which is a common administrative action and typically does not signal a voluntary sale or change in insider intent. The filing confirms continued significant beneficial ownership (1,471,013 shares), including unvested RSUs, which preserves alignment with shareholders. Signature by an attorney-in-fact is standard for insiders using delegated filing authority.

Equity Compensation Analyst

TL;DR: Transaction reflects tax-related share withholding from RSU settlement and a small ESPP purchase; compensation patterns remain intact.

The 9,819-share withholding at $32.17 reduces outstanding delivered shares but is explicitly for tax remittance and not a market disposition. The inclusion of 100 ESPP shares acquired 09/15/2025 shows routine plan participation. The filing notes that certain holdings remain in RSU form, indicating future vesting schedules will convert additional units to shares subject to service conditions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Dylan C

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	9,819	$32.17	$316K

Holdings After Transaction: Class A Common Stock — 1,471,013 shares (Direct)

Footnotes (1)

1. 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 restricted stock units ("RSUs") and does not represent a sale by the Reporting Person. Includes 100 shares acquired on September 15, 2025 by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan. Certain of these shares are represented by 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.

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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).

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)
09/20/2025

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	09/20/2025		F		9,819(1)	D	$32.17	1,471,013(2)(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. 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 restricted stock units ("RSUs") and does not represent a sale by the Reporting Person.

2. Includes 100 shares acquired on September 15, 2025 by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan.

3. Certain of these shares are represented by 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	09/23/2025
	** 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.