Smith Dylan C 4

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.