BOX Form 4: Dylan Smith Disposes 51,000 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Box, Inc. Chief Financial Officer Dylan C. Smith reported a sale of 51,000 shares of Class A common stock on 09/10/2025 under a Rule 10b5-1 trading plan adopted May 29, 2025. The weighted average sale price was $32.832 per share (sales ranged $32.61 to $33.475). After the reported sales, the reporting person beneficially owns 1,480,732 shares. The filing notes some of the reported shares are represented by restricted stock units (RSUs), each converting to one share subject to vesting and continued service. The Form 4 was signed by an attorney-in-fact on 09/11/2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-scheduled trades and potential affirmative defense to insider trading allegations
• Reporting person retains substantial ownership with 1,480,732 shares after the sale

Negative

• Sale of 51,000 shares reduces insider's economic exposure, which some investors may view as a negative signal
• Portion of holdings are RSUs, meaning some shares are subject to vesting and not immediately liquid

Insights

Financial Analyst

TL;DR: Insider sold 51,000 shares under a pre-established 10b5-1 plan; holdings remain substantial at ~1.48M shares.

The sale of 51,000 Class A shares at a weighted average price of $32.832 was executed pursuant to a Rule 10b5-1 plan, which indicates the transactions were pre-scheduled and intended to provide an affirmative defense under insider trading rules. The remaining beneficial ownership of 1,480,732 shares is sizable and suggests continued alignment with equity performance. The filing discloses that part of the position comprises RSUs subject to vesting, which affects the liquidity and timing of potential future dispositions.

Corporate Governance Expert

TL;DR: Sale documented under a 10b5-1 plan reduces governance signaling concerns; material disclosure requirements met.

Because the transaction was executed under a documented 10b5-1 trading plan adopted May 29, 2025, the insider has established an affirmative defense to claims of trading on material nonpublic information. The Form 4 provides the required disclosure: transaction date, number of shares sold, weighted average price range, post-transaction holdings, and the RSU note. The disclosure appears complete and timely based on the information contained in this filing.

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)
09/10/2025

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	09/10/2025		S(1)		51,000	D	$32.832(2)	1,480,732(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 $32.61 to $33.475 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	09/11/2025
	** 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.

FAQ

What did BOX insider Dylan C. Smith sell on 09/10/2025?

The CFO sold 51,000 shares of Class A common stock on 09/10/2025 under a Rule 10b5-1 plan.

At what price were the BOX shares sold by the insider?

The weighted average sale price was $32.832 per share; individual sale prices ranged from $32.61 to $33.475.

How many BOX shares does Dylan C. Smith beneficially own after the sale?

After the reported transaction, the reporting person beneficially owns 1,480,732 shares.

Was the sale part of a pre-established trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on May 29, 2025.

Do any of the reported shares represent restricted stock units (RSUs)?

Yes. The filing states that certain shares are represented by RSUs, each converting to one share subject to vesting and continuous service.