Was the BOX (BOX) CFO’s share sale part of a Rule 10b5-1 plan?

Yes. The filing states the reported sales were effected under a Rule 10b5-1 trading plan adopted by Dylan C. Smith on May 29, 2025. Such plans allow pre-scheduled trades, reducing the significance of day-to-day market timing decisions.

Box (NYSE: BOX) CFO sells 23,720 shares under Rule 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

BOX Inc. Chief Financial Officer Dylan C. Smith reported selling a total of 23,720 shares of Class A common stock in open-market transactions on May 11, 2026. The shares were sold at weighted average prices of about $24.91 and $25.64 per share under a pre-arranged Rule 10b5-1 trading plan adopted on May 29, 2025. After these sales, he continues to hold approximately 1.38 million shares directly, including shares represented by time-based and performance-based restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 23,720 shares ($592,094)

Net Sell 2 txns

Insider Smith Dylan C

Role Chief Financial Officer

Sold 23,720 shs ($592K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	21,972	$24.908	$547K
Sale	Class A Common Stock	1,748	$25.638	$45K

Holdings After Transaction: Class A Common Stock — 1,382,797 shares (Direct, null)

Footnotes (1)

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025. This sale price represents the weighted average sale price of the shares sold ranging from $24.59 to $25.58 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. Certain of these shares are represented by time-based and performance-based 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. This sale price represents the weighted average sale price of the shares sold ranging from $25.59 to $25.74 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.

Key Figures

Shares sold total: 23,720 shares First tranche price: $24.908 per share Second tranche price: $25.638 per share +2 more

5 metrics

Shares sold total 23,720 shares Open-market sales on May 11, 2026

First tranche price $24.908 per share 21,972 shares of Class A common stock sold

Second tranche price $25.638 per share 1,748 shares of Class A common stock sold

Shares held after transactions About 1,381,049 shares Direct holdings following reported sales

Net share direction -23,720 shares Net-sell across reported Form 4 transactions

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, restricted stock units ("RSUs")

3 terms

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 May 29, 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 $24.59 to $25.58 per share."

restricted stock units ("RSUs") financial

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

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 08:13 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^*

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)
05/11/2026

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	05/11/2026		S⁽¹⁾		21,972	D	$24.908⁽²⁾	1,382,797⁽³⁾	D
Class A Common Stock	05/11/2026		S⁽¹⁾		1,748	D	$25.638⁽⁴⁾	1,381,049⁽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)
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. 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 $24.59 to $25.58 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 time-based and performance-based 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.

4. This sale price represents the weighted average sale price of the shares sold ranging from $25.59 to $25.74 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.

	/s/ David Leeb, Attorney-in-Fact	05/11/2026
	** 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 insider transaction did BOX (BOX) disclose for Dylan C. Smith?

BOX disclosed that CFO Dylan C. Smith sold 23,720 shares of Class A common stock in open-market trades. The sales occurred on May 11, 2026, as part of a pre-arranged Rule 10b5-1 trading plan adopted in May 2025.

At what prices did the BOX (BOX) CFO sell his shares?

The BOX CFO sold 21,972 shares at a weighted average price of $24.908 per share and 1,748 shares at $25.638 per share. Footnotes note detailed price ranges, with full breakdowns available upon request from the reporting person.

How many BOX (BOX) shares does the CFO hold after the reported sales?

Following the reported transactions, Dylan C. Smith holds about 1.38 million shares of BOX Class A common stock directly. Footnotes state that a portion of this position consists of time-based and performance-based restricted stock units that vest over time.

What is the total number of BOX (BOX) shares sold in this Form 4?

The Form 4 shows that Dylan C. Smith sold a total of 23,720 BOX Class A common shares. This total combines two open-market transactions executed on May 11, 2026, and is summarized in the filing’s transaction totals section.