Form 8-K

8-K — BOX INC

Accession: 0001193125-26-414757

Filed: 2026-10-06

Period: 2026-09-30

CIK: 0001372612

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d176697d8k.htm (Primary)

EX-10.1 (d176697dex101.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d176697d8k.htm · Sequence: 1

8-K

BOX INC false 0001372612 0001372612 2026-09-30 2026-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 30, 2026

Box, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-36805

20-2714444

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

900 Jefferson Ave.

Redwood City, California 94063

(Address of Principal Executive Offices, including zip code)

(877) 729-4269

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

Check the 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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

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

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

☐ Emerging growth company

☐ 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 Act

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2026, Omer Yuhjtman accepted an offer of employment to join Box, Inc. (the “Company”) as Vice President, Finance and Chief Accounting Officer commencing on October 19, 2026. Mr. Yuhjtman will succeed the Company’s current Vice President, Chief Accounting Officer and Controller, Eli Berkovitch, who had informed the Company of his intention to resign effective October 23, 2026 and as previously disclosed by the Company in a Form 8-K filed with the Securities and Exchange Commission on September 25, 2026. Concurrent with his appointment, Mr. Yuhjtman will assume the role of principal accounting officer from Mr. Berkovitch.

Mr. Yuhjtman, age 40, has served as Controller at Lambda, Inc., an AI infrastructure company, since June 2026, and previously served as Vice President, Corporate Controller at Confluent, Inc., a data streaming company from December 2025 to June 2026. Prior to joining Confluent, Mr. Yuhjtman served in various positions of increasing responsibility with Box from June 2016 to December 2025, most recently as Vice President, Assistant Controller from May 2025 to December 2025, and Senior Director, Technical Accounting from April 2021 to April 2025. Mr. Yuhjtman also held various assurance roles at Ernst & Young, an accounting firm, from September 2007 to May 2016. Mr. Yuhjtman holds a B.A. in Business Economics with an emphasis in Accounting from the University of California, Santa Barbara and is a Certified Public Accountant in California.

Pursuant to the terms of an employment offer letter, dated September 30, 2026, by and between the Company and Mr. Yuhjtman (the “Offer Letter”), Mr. Yuhjtman’s annual base salary will be $330,000 and he will be eligible for a discretionary, pro-rated annual bonus of up to 35% of his annual base salary. Mr. Yuhjtman will also be granted restricted stock units covering 80,000 shares of the Company’s Class A Common Stock (the “Equity Awards”). The Equity Awards will vest over four years as described in the Offer Letter and be subject to the terms of the Company’s 2015 Equity Incentive Plan and related form agreements. The foregoing description of the Offer Letter is qualified in its entirety by the text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Company also entered into a Change of Control and Severance Agreement with Mr. Yuhjtman, a copy of which was included as Exhibit A to the Offer Letter. The Company also intends to enter into its standard form of indemnification agreement with Mr. Yuhjtman, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 7, 2014 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Yuhjtman and any other persons pursuant to which he was selected as the Company’s Vice President, Finance and Chief Accounting Officer. There are also no family relationships between Mr. Yuhjtman and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.

Description

10.1

Offer Letter between Box, Inc. and Omer Yuhjtman dated September 30, 2026

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: October 6, 2026

BOX, INC.

By:

/s/ David Leeb

David Leeb

Chief Legal Officer and Corporate Secretary

EX-10.1

Filename: d176697dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

Box, Inc.

Employment Offer Letter

September 28, 2026

Omer Yuhjtman

Dear Omer,

I am pleased to offer you a position with Box, Inc.

(the “Company”) as VP, Finance and Chief Accounting Officer commencing on October 19, 2026 in our Redwood City Office. As VP, Finance and Chief Accounting Officer, you will report to Dylan Smith, Chief Financial

Officer.

You are in an office-based role with the requirement of working from the Redwood City Office a minimum of 3x/week. Box reserves the right to

modify the in-office requirement and other terms of employment from time to time as it deems necessary.

You will

receive an annual base salary of $330,000 less applicable federal, state, local and elected withholdings, which will be paid in accordance with the Company’s normal payroll procedures.

You will also be eligible for a discretionary annual bonus target of 35% of your annual base salary based on the Company’s completion of preset goals as

described in the Box Executive Bonus Plan as well as your individual performance. The Plan details are available to discuss with your Talent Partner. Details of the Box Executive Bonus Plan will be sent to you after your start date.

In addition to your salary, we will recommend to the Company’s Board of Directors (the “Board”) that you be granted restricted stock units

(“RSUs”) for 80,000  shares of the Company’s Class A common stock. Beginning one fiscal quarter after the vesting commencement date (“VCD”), these RSUs will vest one time per fiscal quarter (on or around

March 20, June 20, September 20, and December 20). The VCD of your RSUs will be the quarterly vesting date that falls in the same fiscal quarter in which you commence employment at Box. As such, subject to your continued employment or

service with Box on each applicable vesting date, 8.75% of your stock units will vest on each quarterly vesting date beginning one quarter after the VCD for the first four quarters, 7.5% of your stock units will vest on each quarterly vesting date

for the next four quarters, 5% of your stock units will vest on each quarterly vesting date for the next four quarters, and 3.75% of your stock units will vest on each quarterly vesting date for the next four quarters, for a total vesting period of

16 quarters (4 years). For example, if you commence employment on April 1 (and remain employed through each applicable vesting date), your VCD will be March 20th and your first vesting date will be June 20th of the same year. When RSUs vest,

you will be issued shares of Box stock (net of shares withheld to satisfy any required withholding taxes). These RSUs are subject to approval by the Board and will be governed by the specific terms and conditions set out in the award agreement

equity incentive plan.

This offer of employment is contingent upon the satisfactory completion and outcome of reference checks and/or a background

investigation. If you will have access to certain controlled software or technology, this offer is also contingent upon Box obtaining any requisite export license required within a reasonable time as determined by Box in its sole discretion

based on Box hiring needs. If for any reason such export control license and/or government approvals cannot be

obtained within a reasonable time, Box may revoke this offer of employment in accordance with applicable law. For purposes of assessing whether an export control license may be required,

please sign and return Annex 1 confirming that you have completed the Export Control Questionnaire that was sent to you alongside your offer letter via Box’s applicant tracking system, Greenhouse, within three (3) business

days of your acceptance of this offer. The information provided in the Export Control Questionnaire will be maintained in a secure private file.

addition, for purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three

(3) business days of your date of hire, or our employment relationship with you may be terminated.

This offer is also contingent upon signing the

Company’s Arbitration Agreement, which is enclosed.

As a full-time employee, you will be eligible to participate in the Company’s standard

benefits as in effect from time to time, on the same basis as those benefits are generally made available to other similarly situated employees of the Company, and subject to the Company’s policies. Such benefits are subject to change, and may

be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefit plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or if there are no such governing

documents, in the Company’s policies.

Employment is for no specified period of time and

“at-will.” That means you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or

without cause, and with or without notice.

As a senior executive of the Company, you will be eligible to receive severance and change of control benefits

under certain circumstances pursuant to the Change in Control and Severance Agreement, attached hereto as Exhibit A (the “Severance Agreement”). Accordingly, your potential severance and change of control benefits and the terms

and conditions thereof shall be set forth in the Severance Agreement.

You agree that, during the term of your employment with the Company, you will not

engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other

activities that conflict with your obligations to the Company.

We also ask that, if you have not already done so, you disclose to the Company any and all

agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from

performing the duties of your position and you represent that such is the case. In addition, you agree not to bring any third-party confidential information to the Company, including that of your former employer, and that in performing your duties

for the Company, you will not in any way utilize any such information.

As a Company employee, you will be expected to abide by Company rules and

regulations. You will be specifically required to sign an acknowledgement that you have read and understand the Company rules of conduct which will be included in an Employee Handbook that the Company will distribute to you on your date of hire. You

will be expected to sign and comply with the Employment, Confidential Information, and Intellectual Property Assignment Agreement attached as Exhibit B, which requires, among other things, the assignment of your rights to any intellectual property

made during your employment at the Company and non-disclosure of proprietary information. For details on how we use, process, and protect your personal information when you provide personal information for

employment purposes, please see our Personnel Privacy Notice.

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space

provided below and return it to me. This letter, along with the agreement relating to proprietary rights and the separate arbitration agreement between you and the Company, set forth the terms of your employment with the Company and supersede any

prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you.

We look forward to working with you at Box, Inc.

Very truly yours,

Box, Inc.

By:

/s/ Dylan Smith

Dylan Smith

AGREED AND ACCEPTED:

/s/ Omer Yuhjtman

Date: September 30, 2026

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

Exhibit A

Change in Control and Severance Agreement

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Omer Yuhjtman

(“Executive”) and Box, Inc., a Delaware corporation (the “Company”), effective as of the date on which the Agreement has been executed by both parties (the “Effective Date”).

Recitals

The Compensation Committee (the “Committee”) of the Company’s Board of Directors (the

“Board”) believes that it is in the best interests of the Company and its stockholders (i) to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat, or

occurrence of a Change in Control and (ii) to provide Executive with an incentive to continue Executive’s employment prior to a Change in Control and to motivate Executive to maximize the value of the Company upon a Change in Control for

the benefit of its stockholders.

The Committee believes that it is imperative to provide Executive with certain severance benefits upon

Executive’s termination of employment under certain circumstances. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change in

Control.

Certain capitalized terms used in the Agreement are defined in Section 6 below.

Agreement

NOW,

THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

Term of Agreement. This Agreement will terminate when all of the obligations of the parties hereto with

respect to this Agreement have been satisfied.

At-Will Employment. The Company and Executive acknowledge that

Executive’s employment is and will continue to be at-will, as defined under applicable law. As an at-will employee, either the Company or the Executive may

terminate the employment relationship at any time, with or without Cause.

Severance Benefits.

Termination without Cause Unrelated to a Change in Control. If the Company terminates Executive’s

employment with the Company without Cause (excluding death or Disability) and such termination occurs outside of the Change in Control Period, then subject to Section 4, Executive will receive the following:

Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation, expense

reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

ii.

Continuing Severance Payments. Executive will be paid continuing payments of severance pay at a rate

equal to Executive’s base salary rate, as then in effect, for nine (9) months from the date of such termination of employment (the “Continuance Period”), to be paid periodically in accordance with the Company’s normal

payroll policies. Severance payments during the Continuance Period will not commence until, the first Company payroll following the Release Deadline (as defined below), or, if later, such time as required by Section 4(c). Except as required by

Section 4(c), any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the first Company

payroll following the Release Deadline and the remaining payments will be made as provided in this Agreement.

iii.

Continuation Coverage. If Executive elects continuation coverage pursuant to the Consolidated Omnibus

Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, then the Company will reimburse Executive for the COBRA premiums for

such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of nine (9) months from the date of termination or (B) the date upon which Executive and/or

Executive’s eligible dependents become covered under similar plans. The reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the

Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change in Control

Period, then subject to Section 4, Executive will receive the following:

Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation, expense

reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

ii.

Severance Payment. Executive will receive a lump-sum payment

(less applicable withholding taxes) equal to 12 months of Executive’s annual base salary as in effect immediately prior to Executive’s termination date. For the avoidance of doubt, if (x) Executive incurred a termination prior to a

Change in Control that qualifies Executive for severance payments under Section 3(a)(ii); and (y) a Change in Control occurs within the three-month period following Executive’s termination of employment that qualifies Executive for

the superior benefits under this Section 3(b)(ii), then Executive shall be entitled to a lump-sum payment of the amount calculated under this Section 3(b)(ii), less amounts already paid under

Section 3(a)(ii) and such amount lump-sum amount shall be payable upon the later of: (A) the Change in Control, (B) the first Company payroll following the Release Deadline; or (C) such

later date required by Section 4(c).

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

iii.

Bonus Payment. Executive will receive a lump-sum payment equal

to 100% of Executive’s target bonus as in effect for the fiscal year in which the termination of employment occurs. Payment will be made on the first Company payroll following the Release Deadline, subject to Section 4(c).

iv.

Continuation Coverage. If Executive elects continuation coverage pursuant to COBRA within the time

period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, then the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s

termination) until the earlier of (A) a period of 12 months from the date of termination or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans. The reimbursements will be made

by the Company to Executive consistent with the Company’s normal expense reimbursement policy.

Accelerated Vesting of Equity Awards. 100% of Executive’s then-outstanding and unvested Equity

Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will either (a) vest in

accordance with the terms set forth in the applicable Equity Award agreement or other written agreement between Executive and the Company, or (b) in the absence of any specific vesting terms in the applicable Equity Award agreement or

other written agreement between Executive and the Company, vest as to 100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company

terminates (i) voluntarily by Executive (other than for Good Reason during the Change in Control Period) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any)

as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Disability; Death. If the Company terminates Executive’s employment as a result of

Executive’s Disability, or Executive’s employment terminates due to Executive’s death, then Executive will not be entitled to receive any other severance or other benefits, except for those (if any) as may then be established under

the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

Exclusive Remedy. In the event of a termination of Executive’s employment as set forth in

Section 3(a) or (b) of this Agreement, the provisions of Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company otherwise may be entitled, whether at law, tort or

contract, in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Executive will be entitled to no benefits, compensation or other payments or rights

upon a termination of employment other than those benefits expressly set forth in Section 3 of this Agreement.

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

Conditions to Receipt of Severance

Release of Claims Agreement. The receipt of any severance payments or benefits (other than the accrued

benefits set forth in either Sections 3(a)(i) or 3(b)(i)) pursuant to this Agreement is subject to Executive signing and not revoking the Company’s customary separation and release of claims agreement (the “Release”), which must

become effective and irrevocable no later than the 60th day following Executive’s termination of employment (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will

forfeit any right to severance payments or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable.

Confidential Information and Invention Assignment Agreements. Executive’s receipt of any payments

or benefits under Section 3 (other than the accrued benefits set forth in either Sections 3(a)(i) or 3(b)(i)) will be subject to Executive continuing to comply with the terms of the Employment, Confidential Information and Invention Assignment

Agreement, between the Company and Executive, as such agreement may be amended from time to time (the “ECIIAA”) and the Release.

Section 409A.

Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided

to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any

guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A.

Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be

payable until Executive has a “separation from service” within the meaning of Section 409A.

ii.

It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but

rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in

Section 4(c)(v) below.

iii.

Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee”

within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six months following Executive’s separation from service,

will become payable on the first payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the

payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the six-month

anniversary of the separation from service,

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred

Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under

Section 1.409A-2(b)(2) of the Treasury Regulations.

iv.

Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral”

rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above.

Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation

from service pursuant to Section 1.409A- 1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above.

vi.

The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the

severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good

faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under

Section 409A.

Limitations on Payments. In the event that the severance and other benefits provided for in this

Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by

Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

delivered in full, or

delivered as to such lesser extent which would result in no portion of such benefits being subject to excise

tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on

an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other

benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of awards granted

“contingent on a change in ownership or control” (within the meaning of Code Section 280G), (iii) cancellation of accelerated vesting of equity awards; (iv) reduction of employee benefits. In the event that acceleration of

vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by

the Company’s independent public accountants immediately prior to a Change in Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon

Executive and the Company. For purposes of making the calculations required

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

by this Section 5, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application

of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm

may incur in connection with any calculations contemplated by this Section 5.

Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

Cause. “Cause” means:

an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee;

ii.

Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud or

embezzlement;

iii.

Executive’s gross misconduct;

iv.

Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company

or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company;

Executive’s willful breach of any obligations under any written agreement or covenant with the Company;

vi.

Executive’s failure to cooperate in good faith with a governmental or internal investigation of the

Company or its directors, officers or employees, if the Company has requested Executive’s cooperation; or

vii.

Executive’s continued failure to perform Executive’s employment duties after Executive has received

a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and has failed to cure such

non-performance to the Company’s satisfaction within 10 business days after receiving such notice.

Change in Control. “Change in Control” means the occurrence of any of the following events:

A change in the ownership of the Company which occurs on the date that any one person, or more than one person

acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for

purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or

ii.

A change in the effective control of the Company which occurs on the date that a majority of members of the

Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes

of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

iii.

A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that

any Person acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total

gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a

substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of

the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company,

(3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or

indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to

any liabilities associated with such assets.

For purposes of this definition, persons will be considered to be acting as a group if

they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the

meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to

time.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state

of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

Change in Control Period. “Change in Control Period” means the period beginning three months

prior to, and ending 12 months following, a Change in Control.

Code. “Code” means the Internal Revenue Code of 1986, as amended.

Disability. “Disability” means that Executive has been unable to engage in any substantial

gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

Equity Awards. “Equity Awards” means Executive’s outstanding stock options, stock

appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

Good Reason. “Good Reason” means Executive’s voluntary termination, within 30 days

following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive’s consent:

a material reduction of Executive’s duties, authority or responsibilities other than a reduction

following a Change in Control due to the Company being part of a larger entity where Executive assumes similar functional duties;

ii.

a material reduction in Executive’s base salary other than a

one-time reduction of not more than 10% that also is applied to substantially all of the Company’s other executive officers; or;

iii.

a material change in the geographic location of Executive’s primary work facility or location; provided,

that a relocation of less than 50 miles from Executive’s then present location will not be considered a material change in geographic location.

Executive may not resign for Good Reason without first providing the Company with written notice within 90 days of the initial existence of the condition that

Executive believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than 30 days following the date of such notice.

For purposes of the “Good Reason” definition, the term “Company” will be interpreted to include any subsidiary, parent, affiliate or

successor thereto, if applicable.

Section 409A Limit. “Section 409A Limit” will mean two times the

lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment

as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum

amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

Successors.

The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by

purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement

in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the

Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law.

Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will

inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

Notice.

General. Notices and all other communications contemplated by this Agreement will be in writing and will

be deemed to have been duly given when sent electronically or personally delivered when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when delivered by a private courier service such as UPS, DHL or

Federal Express that has tracking capability. In the case of Executive, notices will be sent to the e-mail address or addressed to Executive at the home address, in either case which Executive most recently

communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail addresses of the Chief Executive Officer and the General Counsel and mailed notices will be

addressed to its corporate headquarters, and all notices will be directed to the attention of its Chief Executive Officer and General Counsel.

Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be

communicated by a notice of termination to the other party hereto given in accordance with Section 8(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable

detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than 90 days after the giving of such notice).

Resignation. Upon the termination of Executive’s employment for any reason, Executive will be

deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any further required action by Executive, as of the end of Executive’s employment and Executive, at the

Board’s request, will execute any documents reasonably necessary to reflect Executive’s resignation.

10.

Arbitration.

Arbitration. In consideration of Executive’s employment with the Company, its promise to arbitrate

all employment-related disputes, and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes

with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s employment with the Company

or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1281.8 (the

“Act”), and pursuant to California law. The Federal Arbitration Act will also apply with full force and effect, notwithstanding the application of procedural rules set forth under the Act.

Dispute Resolution. Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right

to a trial by jury, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in

Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family

Rights Act, the California Labor Code, claims of harassment, discrimination, and wrongful termination, and any statutory or common law claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the

Company may have with Executive.

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

Procedure. Executive agrees that any arbitration will be administered by the Judicial

Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator will have the power to decide any motions brought by any party to

the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator will have the power to award any remedies available

under applicable law, and the arbitrator will award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all

arbitrator’s fees, except that Executive will pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of

law. Executive agrees that the arbitrator will administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure and the California Evidence Code, and that the arbitrator will apply

substantive and procedural California law to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law will take precedence. The decision of the arbitrator

will be in writing. Any arbitration under this Agreement will be conducted in Santa Clara County, California.

Remedy. Except as provided by the Act, arbitration will be the sole, exclusive, and final remedy for any

dispute between Executive and the Company. Accordingly, except as provided by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding,

the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local,

state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity

Commission, the National Labor Relations Board, or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this

Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive

to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL. Finally, Executive agrees that Executive has been provided an

opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.

11.

Miscellaneous Provisions.

No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated

by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source.

Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification,

waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement

by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

Headings. All captions and section headings used in this Agreement are for convenient reference only and

do not form a part of this Agreement.

Entire Agreement. This Agreement, together with the ECIIAA, constitutes the entire agreement of the

parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including, but

not limited to, any rights to any severance and/or change in control benefits set forth in Executive’s original offer letter and/or any prior severance agreement. No waiver, alteration, or modification of any of the provisions of this

Agreement will be binding unless it is in a writing that specifically mentions this Agreement and that is signed by Executive and by an authorized officer of the Company (other than Executive).

Choice of Law. The validity, interpretation, construction and performance of this Agreement will be

governed by the laws of the State of California (with the exception of its conflict of laws provisions). Any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or

not arising under this Agreement) will be commenced or maintained in any state or federal court located in Santa Clara County.

Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will

not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.

Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable

income, employment and other taxes.

Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original,

but all of which together will constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly

authorized officer, as of the day and year set forth below.

BOX, INC.

/s/ David Leeb

David Leeb

Chief Legal Officer & Corporate Secretary

Date: September 29, 2026

EXECUTIVE

/s/ Omer Yuhjtman

Omer Yuhjtman

Date: September 30, 2026

[Signature Page of the Change in Control and Severance Agreement]

©Box,

Inc. | 900 Jefferson Ave., Redwood City, CA 94063 USA | www.box.com | 877-729-4269

Exhibit B

Box, Inc.

Employment, Confidential Information and

Intellectual Property Assignment Agreement

As a condition of my employment with Box, Inc., its subsidiaries, affiliates, successors or

assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following terms under this Employment, Confidential

Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):

Employment

I understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes

“at-will” employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or

myself, with or without notice.

I agree that, during the term of my employment with the Company, I will not engage in any other employment,

occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the

Company.

Confidential Information