Form 4: BOX Inc. Director Bethany Mayer Reports Significant Stock Transactions, Including RSU Grant and Planned Sales

BOX Inc. Director Bethany Mayer reported the acquisition of 9,022 restricted stock units as part of her annual compensation, alongside the sale of 5,123 shares of Class A Common Stock under a pre-arranged trading plan and gift transactions.

Summary

• Bethany Mayer, a Director of BOX Inc., reported multiple transactions involving Class A Common Stock.
• On June 27, 2025, 9,022 restricted stock units (RSUs) were acquired as an annual award, with a grant price of $0.00. These RSUs represent a contingent right to receive one share of Class A Common Stock upon settlement.
• The RSUs are set to vest on the earlier of twelve months from the grant date (June 27, 2026) or the date of BOX Inc.'s next annual meeting of stockholders.
• On June 30, 2025, 5,123 shares of Class A Common Stock were sold at a weighted average price of $34.064 per share, with prices ranging from $33.955 to $34.14. This sale was executed pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 9, 2024.
• Also on June 30, 2025, gift transactions occurred, involving the disposition of 6,262 shares and the acquisition of 6,262 shares indirectly.
• The indirectly acquired shares are held of record by Bethany Mayer and Dale Jantzen, as Trustees of The Jantzen/Mayer Family 2002 Trust.
• Following these reported transactions, beneficial ownership stands at 15,284 shares directly and 64,993 shares indirectly.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including an RSU grant and sales under a pre-arranged trading plan, which are typical for a director and do not inherently indicate positive or negative company performance or significant new information.

Positives

• The grant of 9,022 restricted stock units (RSUs) to Director Bethany Mayer aligns her interests with shareholders and serves as a component of her annual compensation.
• The sale of shares was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and transparent approach to liquidity rather than a reaction to new, undisclosed information.

Negatives

• The sale of 5,123 shares of Class A Common Stock by a director reduces their direct ownership stake in the company.

Risks

• No specific company-level risks are detailed in this transaction report, as it primarily focuses on insider stock movements.

Future Outlook

The restricted stock units granted to Director Bethany Mayer are scheduled to vest on the earlier of June 27, 2026, or the date of BOX Inc.'s next annual meeting of stockholders, indicating a future milestone for her compensation.

Industry Context

Form 4 filings are standard disclosures for directors and officers of publicly traded companies, reporting changes in their beneficial ownership. The use of a Rule 10b5-1 trading plan for stock sales is a common practice among executives to manage personal finances and avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• The grant of restricted stock units (RSUs) as part of director compensation is a standard practice across various industries, aligning director incentives with long-term shareholder value.
• The execution of stock sales through a Rule 10b5-1 trading plan is a widely adopted corporate governance best practice for insiders, demonstrating pre-planned transactions and reducing concerns about opportunistic trading, consistent with practices at companies like Microsoft, Apple, or Google where executives frequently use such plans for diversification and liquidity.

Related Party Transactions

• Gift transactions involved the transfer of shares to The Jantzen/Mayer Family 2002 Trust, where Bethany Mayer serves as a trustee, resulting in indirect beneficial ownership.

Stakeholder Impact

• Shareholders: Provides transparency into director stock ownership and trading activities, which can offer insights into insider confidence and compensation structures.
• Employees: No direct impact mentioned.

Next Steps

• Vesting of 9,022 restricted stock units on the earlier of June 27, 2026, or the date of BOX Inc.'s next annual meeting of stockholders.

Key Dates

Keywords

BOX Inc., BOX, Bethany Mayer, Form 4, SEC filing, insider trading, restricted stock units, RSU, stock sale, director compensation, Rule 10b5-1 plan, beneficial ownership