Box (NYSE: BOX) CFO settles RSU taxes with 26,543 shares

Rhea-AI Filing Summary

BOX Inc. Chief Financial Officer Dylan C. Smith reported a tax-withholding share disposition related to equity compensation. On this Form 4, 26,543 shares of Class A Common Stock at $23.67 per share were withheld by BOX to satisfy income tax and remittance obligations from the net settlement of performance-based stock units. The footnote states this does not represent a market sale by Smith. After this withholding event, Smith directly holds 1,325,251 shares of BOX common stock, some of which are represented by time-based and performance-based restricted stock units that vest over time, subject to continued service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Dylan C

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	26,543	$23.67	$628K

Holdings After Transaction: Class A Common Stock — 1,325,251 shares (Direct)

Footnotes (1)

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 performance-based stock units and does not represent a sale by the Reporting Person. 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.

Key Figures

Shares withheld for taxes: 26,543 shares Withholding price per share: $23.67 per share Shares held after transaction: 1,325,251 shares +2 more

5 metrics

Shares withheld for taxes 26,543 shares Tax-withholding disposition on Class A Common Stock

Withholding price per share $23.67 per share Value used for 26,543-share tax-withholding event

Shares held after transaction 1,325,251 shares Direct BOX Class A Common Stock holdings after withholding

Tax-withholding shares (summary) 26,543 shares TaxWithholdingShares in transaction summary

Transaction date April 2, 2026 Date of tax-withholding disposition

Key Terms

performance-based stock units, restricted stock units, net settlement, withheld by the Issuer, +1 more

5 terms

performance-based stock units financial

"in connection with the net settlement of performance-based stock units and does not represent a sale"

Performance-based stock units are company promises to deliver shares or cash to employees or executives only if the business hits specific financial or operational goals over a set period. Like a bonus that only pays out when certain milestones are reached, they link pay to company performance and matter to investors because they can dilute the share count, affect reported earnings when they vest, and signal how management is being incentivized.

restricted stock units financial

"Certain of these shares are represented by time-based and performance-based restricted stock units ("RSUs")."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

net settlement financial

"in connection with the net settlement of performance-based stock units and does not represent a sale"

withheld by the Issuer financial

"Represents shares that have been withheld by the Issuer to satisfy its income tax and withholding"

income tax and withholding and remittance obligations financial

"to satisfy its income tax and withholding and remittance obligations in connection with the net settlement"

Form 4 Insider Transactions: What Each Field Means →

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)
04/02/2026

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	04/02/2026		F		26,543(1)	D	$23.67	1,325,251(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 performance-based stock units and does not represent a sale by the Reporting Person.

2. 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.

	/s/ David Leeb, Attorney-in-Fact	04/06/2026
	** 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 did BOX (BOX) CFO Dylan Smith report in this Form 4?

BOX CFO Dylan Smith reported a tax-withholding disposition of 26,543 shares. These shares were withheld by BOX at $23.67 per share to cover income tax obligations on performance-based stock units, rather than being sold on the open market.

Was the BOX (BOX) CFO’s Form 4 transaction an open-market sale?

No, the Form 4 footnote states the transaction does not represent a sale by Dylan Smith. BOX withheld 26,543 shares to satisfy income tax and withholding obligations tied to the net settlement of performance-based stock units awarded as compensation.

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

After the tax-withholding event, Dylan Smith directly holds 1,325,251 shares of BOX Class A Common Stock. The filing notes that certain of these shares are represented by time-based and performance-based restricted stock units subject to vesting and continued service.

What price per share was used for the BOX (BOX) tax-withholding disposition?

The Form 4 shows a transaction price of $23.67 per share for the 26,543 shares withheld. This price is used to determine the value of shares retained by BOX to meet income tax and withholding obligations arising from performance-based stock unit settlements.

What are the performance-based and time-based RSUs mentioned in the BOX (BOX) filing?

The filing explains that certain shares are represented by performance-based and time-based restricted stock units. Each RSU gives Dylan Smith the right to receive one BOX common share, subject to vesting schedules and his continuous service with the company through each vesting date.