Box CFO has 9,975 shares withheld for taxes

BOX’s CFO had shares withheld to cover RSU-related taxes and now directly holds 1,310,100 shares, with no Rule 10b5-1 plan reported.

Rhea-AI Filing Summary

BOX INC (BOX) reported that Chief Financial Officer Dylan C. Smith had 9,975 shares of Class A Common Stock withheld on September 20, 2026 to satisfy income tax withholding obligations arising from the net settlement of vested RSUs. This withholding does not represent a sale by Smith. After this transaction, he directly holds 1,310,100 shares, including time-based and performance-based RSUs. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 9,975 shares

Tax Withholding 1 txn

Insider Smith Dylan C

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	9,975	$33.72	$336K

Holdings After Transaction: Class A Common Stock — 1,310,100 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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: 9,975 shares Transaction price per share: $33.72 per share Shares held after transaction: 1,310,100 shares +1 more

4 metrics

Shares withheld for taxes 9,975 shares Withheld on September 20, 2026 to satisfy RSU-related income tax obligations

Transaction price per share $33.72 per share Valuation used for the 9,975 tax-withheld shares of Class A Common Stock

Shares held after transaction 1,310,100 shares Direct holdings of BOX Class A Common Stock by CFO Dylan C. Smith after withholding

Exercise price or tax-liability shares 9,975 shares Shares reported under code F for payment of tax liability by delivering or withholding securities

Key Terms

restricted stock units ("RSUs"), net settlement, withholding and remittance obligations, time-based and performance-based RSUs

4 terms

restricted stock units ("RSUs") financial

"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

"in connection with the net settlement of restricted stock units ("RSUs")"

withholding and remittance obligations financial

"to satisfy its income tax and withholding and remittance obligations"

time-based and performance-based RSUs financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BOX (BOX) disclose for its CFO?

BOX disclosed that CFO Dylan C. Smith had 9,975 shares of Class A Common Stock withheld on September 20, 2026 to cover income tax obligations related to RSU vesting, which the company states does not represent a sale by him.

How many BOX (BOX) shares does the CFO hold after this Form 4 transaction?

After the reported tax-withholding transaction, CFO Dylan C. Smith directly holds 1,310,100 shares of BOX Class A Common Stock, including shares represented by time-based and performance-based RSUs subject to vesting and continuous service conditions.

What was the implied value per share in the BOX (BOX) CFO’s withholding transaction?

The shares withheld from CFO Dylan C. Smith for tax obligations were valued at $33.72 per share for 9,975 shares of Class A Common Stock, according to the reported transaction price in the Form 4 data.

Was the BOX (BOX) CFO’s Form 4 transaction executed under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked as false, and there is no footnote stating that the September 20, 2026 withholding transaction for 9,975 shares was made under a Rule 10b5-1 or similar pre-arranged trading plan.

Does the BOX (BOX) Form 4 indicate an open-market sale by the CFO?

No. A footnote explains that the 9,975 shares were withheld by BOX to satisfy income tax withholding and remittance obligations from net-settled RSUs and explicitly states this does not represent a sale by CFO Dylan C. Smith.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 07:35 PM Accepted by SEC EDGAR 09/22/2026 - 07:34 PM Learn about SEC filing dates

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)
09/20/2026

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	09/20/2026		F		9,975(1)	D	$33.72	1,310,100(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	09/22/2026
	** 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)