UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): August 26, 2025

~~Pursuant~~Box, ~~to Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of report (Date of earliest event reported): June 27, 2025


Delaware	001-36805	20-2714444
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 Jefferson Ave.
Redwood City, California		94063
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s ~~Box~~Telephone Number, ~~Inc.~~Including Area Code: (877) 729-4269

~~(Exact~~Not ~~name of Registrant as specified in its charter)~~Applicable

Delaware		001-36805		20-2714444
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

(Former Name or Former Address, if Changed Since Last Report)

~~900~~Check ~~Jefferson~~the ~~Ave.~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Redwood~~☐Written ~~City,~~communications ~~California~~pursuant ~~94063~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Address~~☐Soliciting ofmaterial ~~Principal~~pursuant ~~Executive~~to ~~Offices,~~Rule ~~including~~14a-12 ~~zip~~under ~~code~~the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(~~877~~b) ~~729~~under the Exchange Act (17 CFR 240.14d-~~4269~~2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(~~Registrant’s~~c) ~~Telephone~~under ~~Number,~~the ~~Including~~Exchange ~~Area~~Act ~~Code~~(17 CFR 240.13e-4(c))

~~Not~~Securities ~~Applicable~~registered pursuant to Section 12(b) of the Act:

(Former Name or Former Address, if Changed Since Last Report)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	BOX	New York Stock Exchange

~~Check~~Indicate by check mark whether the ~~appropriate~~registrant ~~box~~is ~~below~~an ifemerging growth company as defined in Rule 405 of the ~~Form~~Securities ~~8-K~~Act ~~filing~~of is1933 ~~intended~~(§ 230.405 toof ~~simultaneously~~this ~~satisfy~~chapter) ~~the~~or ~~filing~~Rule ~~obligation~~12b-2 of the ~~registrant~~Securities ~~under~~Exchange ~~any~~Act of ~~the~~1934 ~~following~~(§ 240.12b-2 ~~provisions:~~of this chapter).

☐Emerging ~~Written~~growth ~~communications~~company ~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~☐

☐If ~~Soliciting~~an ~~material~~emerging ~~pursuant~~growth tocompany, ~~Rule~~indicate ~~14a-12~~by ~~under~~check mark if the ~~Exchange~~registrant ~~Act~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(17a) ~~CFR~~of ~~240~~the Exchange Act.~~14a-12)~~ ☐

☐Item Pre-commencement communications pursuant to Rule 14d-2(b).02 underResults theof ExchangeOperations Actand (17Financial CFR 240Condition.14d-2(b))

☐On ~~Pre-commencement~~August ~~communications~~26, ~~pursuant~~2025, toBox, ~~Rule~~Inc. ~~13e-4~~(cthe “Company”) ~~under~~issued a press release announcing its financial results for the ~~Exchange~~second ~~Act~~fiscal ~~(17~~quarter ~~CFR~~ended ~~240~~July 31, 2025.~~13e-4(c))~~ In the press release, the Company also announced that it will hold a conference call on August 26, 2025 to discuss its financial results for the fiscal quarter ended July 31, 2025. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Securities~~This ~~registered~~information ~~pursuant~~is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 12 18 of the Securities Exchange Act of 1934, as amended (bthe “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act:, except as shall be expressly set forth by specific reference in such a filing.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value of $0.0001 per share		BOX		New York Stock Exchange

Item 9.01 Financial Statements and Exhibits.

(d)

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230~~Exhibits.~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).~~

☐ Emerging growth company


Exhibit No.		Description

99.1		Press release issued by Box, Inc., dated August 26, 2025, regarding the Company's financial results for the quarter ended July 31, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ActSIGNATURES

~~Item~~Pursuant ~~5.02~~to ~~Departure~~the requirements of ~~Directors~~the orSecurities ~~Certain~~Exchange ~~Officers;~~Act ~~Election~~ of ~~Directors;~~1934, ~~Appointment~~the ofregistrant ~~Certain~~has ~~Officers;~~duly ~~Compensatory~~caused ~~Arrangements~~this ofreport ~~Certain~~to ~~Officers~~be signed on its behalf by the undersigned hereunto duly authorized.

Approval of Amended and Restated 2015 Equity Incentive Plan and Amended and Restated 2015 Employee Stock Purchase Plan


			BOX, INC.

Date:	August 26, 2025	By:	/s/ Dylan Smith
			Dylan Smith, Chief Financial Officer

On June 27, 2025, Box, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved (i) an amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) to increase the number of shares of Class A common stock of the Company reserved for issuance under the 2015 Plan by 5,000,000 shares (as amended, the “Amended 2015 Plan”), and (ii) an amendment to the Company’s Amended and Restated 2015 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares of Class A common stock of the Company reserved for issuance under the ESPP by 6,000,000 shares (as amended, the “Amended ESPP”).

The material terms of the Amended 2015 Plan and the Amended ESPP are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 13, 2025 (the “Proxy Statement”).

The descriptions of the Amended 2015 Plan and the Amended ESPP are qualified in their entirety by reference to the full texts of the Amended 2015 Plan and the Amended ESPP, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K.

Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to limit the liability of certain officers to the fullest extent permitted under Delaware law. This amendment reflects updated Delaware law provisions permitting officer exculpation.

As a result, the Company filed the Charter Amendment with the Delaware Secretary of State on June 27, 2025, which became effective upon filing.

The material terms of the Charter Amendment are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 13, 2025. A copy of the Charter Amendment is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Each stockholder of record as of May 1, 2025, the record date for the Annual Meeting (the “Record Date”), was entitled to one vote per share of Class A common stock and one vote per each share of Class A common stock underlying a share of Series A Convertible Preferred Stock on an “as converted” basis. The Class A common stock and Series A Convertible Preferred Stock voted together as a single class.

Present at the Annual Meeting virtually or by proxy were holders of shares of Class A common stock and Series A Convertible Preferred Stock representing an aggregate of 136,834,791 votes, or 83.75% of the voting power of all issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:

Proposal 1 – Election of Directors. The Company’s stockholders voted to elect two Class II directors to serve until the Company’s 2028 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal, with voting results as follows:

Nominee	For	Against	Abstained	Broker Non-Votes
Dan Levin	90,056,885	37,968,998	1,687,683	7,121,225
Bethany Mayer	119,195,915	8,909,510	1,608,141	7,121,225

Proposal 2 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
125,130,955		2,935,105		1,647,506		7,121,225

Proposal 3 – Approval of Amendment to Amended and Restated 2015 Equity Incentive Plan. The Company’s stockholders voted to approve the Company’s Amended 2015 Plan, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
75,524,258		52,471,862		1,717,446		7,121,225

Proposal 4 – Approval of Amendment to Amended and Restated 2015 Employee Stock Purchase Plan. The Company’s stockholders voted to approve the Company’s Amended ESPP, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
124,017,849		4,086,881		1,608,836		7,121,225

Proposal 5 – Approval of Amendment to Amended and Restated Certificate of Incorporation. The Company’s stockholders voted to approve the Charter Amendment, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
111,408,335		16,689,949		1,615,282		7,121,225

Proposal 6 – Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2026, with voting results as follows:

For		Against		Abstained		Broker Non-Votes
130,950,209		4,271,530		1,613,052		—

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Box, Inc., effective June 27, 2025.
10.1		Box, Inc. Amended and Restated 2015 Equity Incentive Plan, effective June 27, 2025.
10.2		Box, Inc. Amended and Restated 2015 Employee Stock Purchase Plan, effective June 27, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 3, 2025	BOX, INC.
	By:	/s/ David Leeb
		David Leeb Chief Legal Officer and Corporate Secretary

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