BOX INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended April 30,2026

OR

For the transition period from to

Commission File Number 001-36805

Box, Inc.

(Exact name of registrant as specified in its charter)

900 Jefferson Ave.

Redwood City, California 94063

(Address of principal executive offices and Zip Code)

(877)729-4269

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

As of April 30, 2026, the number of shares of the registrant’s Class A common stock outstanding was 138,449,825.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

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our future financial and operating results; including expectations regarding revenue, deferred revenue, billings, remaining performance obligations, gross margins, operating income, and net retention rate;

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our ability to maintain an adequate rate of revenue and billings growth and our expectations regarding such growth;

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our market opportunity, business plan and ability to effectively manage our growth;

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the effects of global economic conditions on our business and the impact of foreign exchange rates on our business;

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our ability to maintain profitability and expand or maintain positive cash flow;

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our ability to achieve our long-term and short-term gross and operating margin objectives;

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our ability to grow our remaining performance obligations;

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our expectations regarding our revenue mix;

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our ability to maintain, protect and enhance our brand and intellectual property;

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costs associated with defending intellectual property infringement and other claims and the frequency of such claims;

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our ability to attract and retain end-customers;

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our ability to further penetrate our existing customer base and expand their use of our services;

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our ability to displace existing products in established markets;

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our expectations regarding timing of new products, product bundles and features;

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our expectations regarding the potential of artificial intelligence (AI) and its impact on Box;

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our ability to expand our leadership position as an intelligent content management platform;

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our ability to timely and effectively scale and adapt our new and existing technology;

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our ability to innovate new products and features and bring them to market in a timely manner and the expected benefits to customers and potential customers of our products;

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our investment strategy, including our plans to further invest in our business, including investment in research and development, sales and marketing, public cloud hosting and our professional services organization, and our ability to effectively manage such investments;

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our ability to expand internationally;

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expectations about competition and its effect in our market and our ability to compete;

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use of financial measures not calculated in accordance with accounting principles generally accepted in the United States (GAAP);

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our belief regarding the sufficiency of our cash, cash equivalents, short-term investments, and our credit facilities to meet our working capital and capital expenditure needs for at least the next 12 months and beyond, and our expectations regarding our long-term capital requirements;

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our expectations concerning relationships with third parties and our ability to realize the anticipated benefits therefrom;

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our ability to attract and retain qualified employees and key personnel;

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the effects of new laws, policies, taxes and regulations on our business;

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management’s plans, beliefs and objectives, including the importance of our brand and culture on our business;

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acquisitions of or investments in complementary companies, products, services or technologies and our ability to successfully integrate such companies or assets; and

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any potential repurchase of our Class A common stock.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (SEC) as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.