Smith Dylan C 4
4 · BOX INC · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Box (BOX) CFO Dylan C. Smith Sells 17,000 Shares; Receives 73,372 RSUs
What Happened
Dylan C. Smith, Chief Financial Officer of Box, reported a sale of 17,000 shares on 2026-03-10 for a total of $420,172 (reported average $24.72 per share; actual sale prices ranged $24.25–$25.31). The filing also reports an award/acquisition on 2026-03-11 of 73,372 shares (reported at $0.00), representing performance-based restricted stock units (PSUs)/RSUs awarded for meeting performance criteria.
Key Details
- Transactions: 17,000 shares sold (code S) on 2026-03-10; 73,372 shares awarded/acquired (code A) on 2026-03-11.
- Sale proceeds: reported $420,172; reported weighted-average price $24.72 (range $24.25–$25.31; issuer can provide per-price breakdown on request).
- Award value: reported as $0.00 on grant (PSUs/RSUs — not cash).
- Vesting: the PSUs were granted April 15, 2025; one‑third of the awarded PSUs vest on April 2, 2026, with the remaining two‑thirds vesting annually over the next two years, subject to continued service. (Footnotes F3–F4.)
- Plan/authorization: the sale was effected under a Rule 10b5‑1 trading plan adopted by Mr. Smith on May 29, 2025 (footnote F1).
- Shares owned after transaction: not disclosed in the information provided on this Form 4.
- Filing: Form 4 filed 2026-03-12 for transactions on 2026-03-10 and 2026-03-11; filing appears to be timely.
Context
The sale was executed under a pre-existing 10b5‑1 plan, which typically schedules sales in advance and is considered routine rather than an ad‑hoc insider sale. The award reflects earned performance-based equity (PSUs/RSUs) that vest over time and does not represent an immediate cash transaction. This Form 4 contains factual transaction and vesting details; it does not indicate the insider’s motivations.
Insider Transaction Report
- Sale
Class A Common Stock
[F1][F2][F3]2026-03-10$24.72/sh−17,000$420,172→ 1,294,195 total - Award
Class A Common Stock
[F4][F3]2026-03-11+73,372→ 1,367,567 total
Footnotes (4)
- [F1]The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2025.
- [F2]This sale price represents the weighted average sale price of the shares sold ranging from $24.25 to $25.31 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.
- [F3]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.
- [F4]This award represents the achievement of performance criteria under performance-based restricted stock units ("PSUs") granted on April 15, 2025. One-third of these PSUs shall vest on April 2, 2026 and the remaining two-thirds shall vest annually thereafter for the next two years, subject to the Reporting Person's continuous service through each vesting date.