Were Bethany Mayer’s Box (BOX) share sales pre‑planned?

Yes. The filing states the reported sales were effected under a Rule 10b5‑1 trading plan adopted on September 22, 2025. Such plans pre‑schedule trades, indicating the timing of these June 26, 2026 sales was established in advance rather than decided opportunistically.

Box (NYSE: BOX) director sells shares and receives new RSU grant

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Box Inc. director Bethany Mayer reported both an equity award and share sales. On June 25, 2026, she received a grant of 12,266 restricted stock units under Box’s Outside Director Compensation Policy, each RSU representing one share of Class A common stock. These RSUs vest fully on the earlier of June 25, 2027 or Box’s next annual stockholder meeting, assuming continued service.

On June 26, 2026, Mayer sold 2,735 shares of Class A common stock at a weighted average price of $26.108 per share and 1,325 shares at a weighted average price of $25.778 per share in open‑market transactions. The sales were executed pursuant to a Rule 10b5‑1 trading plan adopted on September 22, 2025, indicating they were pre‑scheduled. After these trades, she held 17,228 shares directly and 64,993 shares indirectly through The Jantzen/Mayer Family 2002 Trust.

Insider Trade Summary 10b5-1

Net Seller: 4,060 shares ($105,561)

Net Sell 4 txns

Insider Mayer Bethany

Role null

Sold 4,060 shs ($106K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,325	$25.778	$34K
Sale	Class A Common Stock	2,735	$26.108	$71K
Grant/Award	Class A Common Stock	12,266	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 19,963 shares (Direct, null); Class A Common Stock — 64,993 shares (Indirect, See footnote)

Footnotes (1)

Represents an annual restricted stock unit ("RSU") award pursuant to the Issuer's Outside Director Compensation Policy. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 100% of the RSUs will vest on the earlier of (i) twelve months from date of grant (i.e. June 25, 2027) or (ii) the date of the Issuer's next annual meeting of stockholders. 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. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 22, 2025. This sale price represents the weighted average sale price of the shares sold ranging from $25.00 to $25.96 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. This sale price represents the weighted average sale price of the shares sold ranging from $26.00 to $26.235 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. The shares are held of record by Bethany Mayer and Dale Jantzen, as Trustees of The Jantzen/Mayer Family 2002 Trust.

Key Figures

RSU grant size: 12,266 RSUs First sale tranche: 2,735 shares at $26.108 Second sale tranche: 1,325 shares at $25.778 +5 more

8 metrics

RSU grant size 12,266 RSUs Annual outside director award on June 25, 2026

First sale tranche 2,735 shares at $26.108 Open-market sale on June 26, 2026

Second sale tranche 1,325 shares at $25.778 Open-market sale on June 26, 2026

Net shares sold 4,060 shares Total shares sold across June 26, 2026 trades

Direct holdings after trades 17,228 shares Class A common stock held directly after June 26, 2026

Indirect trust holdings 64,993 shares Held by The Jantzen/Mayer Family 2002 Trust as of June 25, 2026

10b5-1 plan adoption date September 22, 2025 Governs timing of June 26, 2026 share sales

RSU vesting date June 25, 2027 Latest possible full vesting for 2026 RSU grant

Key Terms

restricted stock unit ("RSU"), Outside Director Compensation Policy, Rule 10b5-1 trading plan, weighted average sale price, +1 more

5 terms

restricted stock unit ("RSU") financial

"Represents an annual restricted stock unit ("RSU") award pursuant to the Issuer's Outside Director Compensation Policy."

Outside Director Compensation Policy financial

"Represents an annual restricted stock unit ("RSU") award pursuant to the Issuer's Outside Director Compensation Policy."

Rule 10b5-1 trading plan regulatory

"The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 22, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sale price financial

"This sale price represents the weighted average sale price of the shares sold ranging from $25.00 to $25.96 per share."

Family 2002 Trust financial

"The shares are held of record by Bethany Mayer and Dale Jantzen, as Trustees of The Jantzen/Mayer Family 2002 Trust."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 07:13 PM Accepted by SEC EDGAR 06/29/2026 - 07:12 PM

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^*

Mayer Bethany

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/25/2026		A		12,266⁽¹⁾	A	$0.00	21,288⁽²⁾	D
Class A Common Stock	06/26/2026		S⁽³⁾		1,325	D	$25.778⁽⁴⁾	19,963⁽²⁾	D
Class A Common Stock	06/26/2026		S⁽³⁾		2,735	D	$26.108⁽⁵⁾	17,228⁽²⁾	D
Class A Common Stock								64,993	I	See footnote⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an annual restricted stock unit ("RSU") award pursuant to the Issuer's Outside Director Compensation Policy. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 100% of the RSUs will vest on the earlier of (i) twelve months from date of grant (i.e. June 25, 2027) or (ii) the date of the Issuer's next annual meeting of stockholders.

2. 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.

3. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 22, 2025.

4. This sale price represents the weighted average sale price of the shares sold ranging from $25.00 to $25.96 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.

5. This sale price represents the weighted average sale price of the shares sold ranging from $26.00 to $26.235 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.

6. The shares are held of record by Bethany Mayer and Dale Jantzen, as Trustees of The Jantzen/Mayer Family 2002 Trust.

	/s/ David Leeb, Attorney-in-Fact	06/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Box (BOX) director Bethany Mayer report in this Form 4?

Bethany Mayer reported an RSU grant and share sales in Box Class A stock. She received 12,266 RSUs on June 25, 2026, and sold 4,060 shares on June 26, 2026, in pre‑planned open‑market transactions under a Rule 10b5‑1 trading plan.

How many Box (BOX) shares did Bethany Mayer sell and at what prices?

Mayer sold a total of 4,060 Box Class A shares on June 26, 2026. She sold 2,735 shares at a weighted average price of $26.108 and 1,325 shares at a weighted average price of $25.778, all as open‑market transactions.

What RSU award did Bethany Mayer receive from Box (BOX)?

She received an annual award of 12,266 restricted stock units under Box’s Outside Director Compensation Policy. Each RSU equals one share of Class A common stock and will fully vest on June 25, 2027, or at the next annual stockholder meeting, whichever occurs first.

How many Box (BOX) shares does Bethany Mayer hold after these transactions?

Following the reported transactions, Mayer directly held 17,228 shares of Box Class A common stock. She also indirectly held 64,993 shares through The Jantzen/Mayer Family 2002 Trust, where she and Dale Jantzen serve as trustees according to the filing footnote.

When will Bethany Mayer’s new Box (BOX) RSUs vest?

The 12,266 RSUs granted on June 25, 2026 will fully vest on the earlier of June 25, 2027 or the date of Box’s next annual meeting of stockholders, provided she continues to serve as an outside director through the applicable vesting date.