Smith Dylan C 4

What Happened Dylan C. Smith, Chief Financial Officer of Box, had 16,542 shares withheld by the company on March 20, 2026 to satisfy income tax and withholding obligations related to the net settlement of time‑based and performance‑based restricted stock units (RSUs). The shares were valued at $23.86 each, for a total of approximately $394,692. Per the filing footnote, this withholding was done by the issuer and “does not represent a sale by the Reporting Person.”

Key Details

• Transaction date and price: 2026-03-20, 16,542 shares at $23.86 each (total ≈ $394,692).
• Transaction code: F — tax withholding in connection with net settlement of RSUs (not an open‑market sale).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes:
  • F1: Shares withheld by issuer to satisfy tax withholding on net‑settled RSUs; not a sale by the insider.
  • F2: The filing also notes the insider acquired 769 shares on March 15, 2026 via the Employee Stock Purchase Plan (ESPP).
  • F3: Certain shares are represented by RSUs subject to vesting and continued service requirements.
• Filing timeliness: Transaction reported on 2026-03-23 for a 2026-03-20 transaction — reported within the Form 4 two‑business‑day window (timely).

Context This was a routine tax withholding (net settlement) tied to RSU vesting. Such withholdings reduce the insider’s outstanding RSU count but are not an express sell signal; they simply satisfy tax obligations when awards vest. For investors, purchases are typically more informative than mandatory withholdings.