Box (BOX) CFO Dylan Smith reports 16,542-share tax withholding event

Rhea-AI Filing Summary

Box Inc Chief Financial Officer Dylan C. Smith reported a tax-related share disposition connected to restricted stock units. On March 20, 16,542 shares of Class A Common Stock at $23.86 per share were withheld by Box to cover income tax and withholding obligations, and the footnote clarifies this does not represent a market sale by Smith. Following this withholding, he directly owns 1,351,794 shares of Box common stock, which includes 769 shares acquired on March 15, 2026 through the company’s Employee Stock Purchase Plan.

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).

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)
03/20/2026

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	03/20/2026		F		16,542(1)	D	$23.86	1,351,794(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 time-based and performance-based restricted stock units ("RSUs"), and does not represent a sale by the Reporting Person.

2. Includes 769 shares acquired on March 15, 2026 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	03/23/2026
	** 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 insider transaction did Box (BOX) CFO Dylan Smith report?

Dylan Smith reported a tax-related share withholding, not a market sale. Box withheld 16,542 Class A shares to cover income tax and remittance obligations tied to vested restricted stock units, while Smith’s overall direct ownership in Box stock remained substantial after the transaction.

How many Box (BOX) shares were withheld for taxes and at what price?

Box withheld 16,542 shares at $23.86 per share for taxes. These Class A Common Stock shares were used to satisfy income tax and withholding obligations related to time-based and performance-based RSU settlements, according to the Form 4 and accompanying footnote.

Does the Box (BOX) Form 4 show that CFO Dylan Smith sold shares in the market?

No, the transaction is explicitly not a market sale. The filing states the 16,542 shares were withheld by Box to satisfy tax and withholding obligations for RSUs, and the footnote clarifies that this withholding “does not represent a sale” by Dylan Smith.

How many Box (BOX) shares does CFO Dylan Smith own after this transaction?

After the withholding, Dylan Smith holds 1,351,794 Box shares directly. This total reflects his remaining Class A Common Stock position following the 16,542-share tax withholding event described in the Form 4, as reported in the post-transaction ownership column.

What role did restricted stock units (RSUs) play in this Box (BOX) filing?

The withholding relates to vested time-based and performance-based RSUs. Box used 16,542 shares to cover income tax and remittance duties upon the net settlement of these RSUs, which each represent the right to receive one share of common stock subject to vesting and continued service.

Did Box (BOX) CFO Dylan Smith acquire additional shares through an employee plan?

Yes, he acquired 769 shares via the Employee Stock Purchase Plan. A footnote explains that these 769 shares were purchased on March 15, 2026 under Box’s Employee Stock Purchase Plan and are included in his reported direct ownership total.