Box (NYSE: BOX) CFO shares withheld to cover RSU tax obligations

Rhea-AI Filing Summary

BOX Inc Chief Financial Officer Dylan C. Smith reported a tax-related share disposition linked to his equity compensation. On 2026-06-20, 9,974 shares of Class A Common Stock were withheld at $24.84 per share to cover income tax and withholding obligations from the net settlement of restricted stock units (RSUs). The footnotes clarify this was not an open-market sale by Smith but shares retained by the company to satisfy tax and remittance requirements. After this transaction, Smith directly holds 1,354,075 shares of BOX common stock.

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	9,974	$24.84	$248K

Holdings After Transaction: Class A Common Stock — 1,354,075 shares (Direct, null)

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. 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.

Key Figures

Shares withheld for taxes: 9,974 shares Withholding price per share: $24.84 per share Shares owned after transaction: 1,354,075 shares +1 more

4 metrics

Shares withheld for taxes 9,974 shares Withheld to satisfy RSU-related income tax and withholding obligations

Withholding price per share $24.84 per share Value used for 9,974 withheld shares on June 20, 2026

Shares owned after transaction 1,354,075 shares Direct BOX Class A Common Stock held by CFO after withholding

Tax-withholding shares count 9,974 shares Form 4 transaction code F, tax liability paid in shares

Key Terms

restricted stock units ("RSUs"), net settlement, time-based and performance-based RSUs, withheld by the Issuer, +1 more

5 terms

restricted stock units ("RSUs") financial

"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")"

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 financial

"withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the net settlement of restricted stock units"

time-based and performance-based RSUs financial

"Certain of these shares are represented by time-based and performance-based RSUs."

withheld by the Issuer financial

"Represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations"

income tax and withholding and remittance obligations financial

"withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the net settlement of restricted stock units"

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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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/20/2026		F		9,974(1)	D	$24.84	1,354,075(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. 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. 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.

	/s/ David Leeb, Attorney-in-Fact	06/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did BOX (BOX) CFO Dylan C. Smith report in this Form 4?

BOX CFO Dylan C. Smith reported a tax-related share disposition. 9,974 BOX Class A shares were withheld to satisfy income tax and withholding obligations from restricted stock unit settlement, rather than sold on the open market.

How many BOX shares were withheld from Dylan C. Smith for taxes?

A total of 9,974 BOX Class A Common Stock shares were withheld. These shares covered income tax and withholding obligations tied to the net settlement of restricted stock units granted as part of Smith’s equity compensation package.

Was the BOX CFO’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The issuer withheld 9,974 shares solely to satisfy income tax and withholding and remittance obligations arising from the net settlement of restricted stock units held by the CFO.

How many BOX shares does Dylan C. Smith own after this transaction?

Following the tax-withholding disposition, Dylan C. Smith directly owns 1,354,075 BOX Class A Common Stock shares. This figure reflects his remaining direct holdings after the issuer retained 9,974 shares to meet RSU-related tax obligations.

What are RSUs mentioned in the BOX CFO Form 4 filing?

Restricted stock units (RSUs) are equity awards that convert into shares over time. The filing notes Smith holds time-based and performance-based RSUs, each representing the right to receive one BOX share upon vesting, subject to continued service and vesting schedules.

Does the BOX CFO Form 4 indicate remaining RSU holdings?

Yes, the footnotes state that certain remaining shares are represented by time-based and performance-based RSUs. Each RSU entitles Dylan C. Smith to receive one BOX common share, contingent on applicable vesting conditions and his continued service with the company.