BOX INC

Note 1. Description of Business and Basis of Presentation

Description of Business

We were incorporated in the state of Washington in April 2005, and were reincorporated in the state of Delaware in March 2008. Box provides the leading Intelligent Content Management (ICM) platform that enables organizations of all sizes to securely manage cloud content while allowing easy, secure access and sharing of this content from anywhere, on any device.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements, which include the accounts of Box and its wholly owned subsidiaries, have been prepared in accordance with GAAP and applicable rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements.

In the opinion of our management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of our balance sheets, statements of operations, statements of comprehensive income, statements of convertible preferred stock and stockholders' deficit, and the statements of cash flows for the interim periods, but are not necessarily indicative of the results to be expected for any subsequent quarter or for the year ending January 31, 2027. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2026, which was filed with the SEC on March 9, 2026.

Certain prior period amounts reported in our condensed consolidated financial statements have been reclassified to conform to the current year presentation. Such reclassifications did not affect revenue, income from operations, or net income.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ from these estimates. Such estimates include, but are not limited to, the fair value of acquired intangible assets, the useful lives of intangible assets, the incremental borrowing rate we use to determine our lease liabilities, uncertain tax positions and the valuation allowance of deferred income tax assets. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Segments

Our Chief Executive Officer is our chief operating decision maker (CODM). Our CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, we have asingle reporting segment and operating unit structure. As part of the review, our CODM uses consolidated net income to measure segment profit or loss. Our CODM does not evaluate segment performance using asset or liability information. Since we operate as asingle reporting segment and operating unit structure, financial segment information, including profit or loss information and significant segment expenses, can be found in the condensed consolidated financial statements.

Certain Risks and Concentrations

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. Although we deposit our cash with multiple financial institutions, our deposits are often in excess of deposit insurance coverage limits.

We sell to a broad range of customers. Our revenue is derived primarily from the United States (U.S.) across a multitude of industries. Accounts receivable are derived from the delivery of our services to customers primarily located in the U.S. We accept and settle our accounts receivable using credit cards, electronic payments and checks. A majority of our lower dollar value invoices are settled by credit card on or near the date of the invoice. We do not require collateral from customers to secure accounts receivable. We believe collections of our accounts receivable are probable based on the size, industry diversification, financial condition and past transaction history of our customers. As of July 31, 2026 and January 31, 2026, nocustomer accounted for more than 10% of total accounts receivable. No single customer represented over 10% of our revenuefor the three and six months ended July 31, 2026 and July 31, 2025.

We serve our customers and users from public cloud hosting operated by third parties. In order to reduce the risk of down time of our subscription services, we have public cloud hosting services established in various locations in the U.S. and abroad and we have internal procedures to restore services in the event of disaster. Even with these procedures for disaster recovery in place, our cloud services could be significantly interrupted during the implementation of the procedures to restore services.

Summary of Significant Accounting Policies

There have been no material changes to our significant accounting policies and estimates during the six months ended July 31, 2026 from those disclosed in Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended January 31, 2026.

Recently Adopted and Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software by eliminating project stages and requiring capitalization once a project is (1) authorized with committed funding and (2) is probable of completion. This ASU is effective for interim and annual reporting periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual reporting period. We are currently evaluating the impact of this new standard on our condensed consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about the types of expenses (including employee compensation, depreciation, and amortization) in commonly presented expense captions in the statement of operations. For interim and annual reporting periods, entities will be required to provide this information in tabular format in the notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this new standard on our condensed consolidated financial statement disclosures.

There were no other recently adopted or issued accounting pronouncements that had a material impact on our condensed consolidated financial statements for the three and six months ended July 31, 2026.

Note 2. Revenue

Revenue by Geographic Locations

For the three and six months ended July 31, 2026, revenue attributable to customers in the U.S. was 63% in both periods and revenue attributable to customers in Japan was 26% in both periods. For the three and six months ended July 31, 2025, revenue attributable to customers in the United States was 62% in both periods and revenue attributable to customers in Japan was 26% and 25%, respectively.

Deferred Revenue

Deferred revenue was $595.8 million and $656.7 million as of July 31, 2026 and January 31, 2026, respectively. During the three months ended July 31, 2026 and 2025, we recognized $262.8 million and $244.6 million of revenue that was included in the deferred revenue balance as of April 30, 2026 and 2025, respectively. During the six months ended July 31, 2026 and 2025, we recognized $448.7 million and $409.6 million of revenue that was included in the deferred revenue balance as of January 31, 2026 and 2025, respectively.

Transaction Price Allocated to the Remaining Performance Obligations

As of July 31, 2026, we had remaining performance obligations from contracts with customers of $1.7 billion. We expect to recognize revenue on approximately 53% and 78% of these remaining performance obligations over the next 12 and 24 monthson a cumulative basis, respectively, with the balance recognized thereafter.

Note 3. Fair Value of Financial Instruments

Fair Value Measurements of Assets and Liabilities Measured at Fair Value on a Recurring Basis

We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We define fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

•

Level 1—Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

•

Level 3—Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. There wereno level 3 financial assets or liabilities for the periods presented.

Financial assets and liabilities subject to the fair value disclosure requirements were as follows (in thousands):

There were no material differences between the estimated fair value and amortized cost of our cash equivalents and short-term investments.

As of July 31, 2026, remaining contractual maturities of our cash equivalents and short-term investments were as follows (in thousands):

As of July 31, 2026, we do not consider any portion of the unrealized losses to be credit losses.

Fair Value Measurements of Other Financial Instruments

In September 2024, we issued $460.0 million aggregate principal amount of 1.50% convertible senior notes due September 15, 2029 (the “2029 Convertible Notes”). The 2029 Convertible Notes are recorded at principal less unamortized issuance costs in the condensed consolidated balance sheets but are measured at fair value on a quarterly basis for disclosure purposes. The estimated fair values of the 2029 Convertible Notes, which we have classified as a Level 2 financial instrument, was determined using observable market prices. As of July 31, 2026 and January 31, 2026, the estimated fair value of the 2029 Convertible Noteswas $479.4 millionand $434.4 million, respectively.

Note 4. Derivative Instruments

The notional amounts of our outstanding foreign currency forward contracts were as follows (in thousands):

Pre-tax gains (losses) associated with foreign currency forward contracts were as follows (in thousands):

As of July 31, 2026, we expect to reclassify $5.2 million of pre-tax gains out of accumulated other comprehensive loss into earnings within the next twelve months.

Note 5. Leases

We have entered into various non-cancellable operating lease agreements for certain of our offices with lease periods expiring primarily between fiscal years 2028 and 2037. Certain of these arrangements have free or escalating rent payment provisions and optional renewal or termination clauses. Our operating leases typically include variable lease payments, which are primarily comprised of common area maintenance and utility charges for our offices, that are determined based on actual consumption. Our operating lease agreements do not contain any residual value guarantees, covenants, or other restrictions.

We sublease certain floors of our Redwood City and London offices. Our current subleases have total lease terms ranging from 24 to 39 months that will expire at various dates by fiscal year 2029.

The components of lease cost, which were included in operating expenses in our condensed consolidated statements of operations, were as follows (in thousands):

As of July 31, 2026, maturities of our operating lease liabilities, which do not include short-term leases and variable lease payments, are as follows (in thousands):

(1)

Non-cancellable sublease proceeds for the remainder of the fiscal year ending January 31, 2027 and the fiscal years ending January 31, 2028 and 2029 of $2.6 million, $5.1 million, and $1.8 million, respectively, are not included in the table above.

Note 6. Commitments and Contingencies

Letters of Credit

As of July 31, 2026 and January 31, 2026, we had letters of credit in the aggregate amount of $8.5 million and $12.3 million, respectively, in connection with our operating leases and voluntary disability insurance (VDI) program, which were primarily issued under the available sublimit for the issuance of letters of credit in conjunction with a secured credit agreement as disclosedin Note 7.

Purchase Obligations

Our purchase obligations relate primarily to public cloud hosting services and IT software and support services costs and have terms ranging fromtwo tofive years. As of July 31, 2026, future minimum payments under non-cancellable contractual purchases, which were not recognized on our condensed consolidated balance sheet, are as follows, shown in accordance with the payment due date (in thousands):

Legal Matters

From time to time, we are subject to litigation and claims that arise in the ordinary course of business. We investigate litigation and claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Although the results of litigation and claims cannot be predicted with certainty, we believe there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies as of July 31, 2026.

Note 7. Debt

Convertible Senior Notes

In September 2024, we issued $460.0 million aggregate principal amount of 1.50% convertible senior notes due September 15, 2029. The 2029 Convertible Notes are senior unsecured obligations and bear interest at a rate of 1.50% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025. Each $1,000 principal amount of the 2029 Convertible Notes will be convertible into 23.0102 shares of our Class A common stock, which is equivalent to a conversion price of approximately $43.46 per share, subject to adjustment upon the occurrence of specified events.

There have been no changes to the conversion or redemption terms of the 2029 Convertible Notes during the six months ended July 31, 2026 from those disclosed in Item 8. Financial Statements and Supplementary Data in our Annual Report on Form 10-K for the year ended January 31, 2026.

As of July 31, 2026, the conditions allowing holders of the 2029 Convertible Notes to convert were not met.

The net carrying amount of the 2029 Convertible Notes consisted of the following (in thousands):

Issuance costs are being amortized to interest expense over the term of the 2029 Convertible Notes using the effective interest rate method. The effective interest rate used to amortize the issuance costs of the 2029 Convertible Notes is 2.06%. Interest expense recognized related to the 2029 Convertible Notes was $2.3 million for both the three months ended July 31, 2026 and 2025 and was $4.7 million for both the six months ended July 31, 2026 and 2025. Other interest expense for the three and six months ended July 31, 2026 and 2025 wasnot material.

Capped Calls

In connection with the pricing of the 2029 Convertible Notes, we entered into privately negotiated capped call transactions with certain counterparties (the “2029 Capped Calls”). The 2029 Capped Calls each have a strike price of approximately $43.46 per share, subject to certain adjustments, which correspond to the initial conversion price of the 2029 Convertible Notes. The 2029 Capped Calls have initial cap prices of $66.86 per share, subject to certain adjustments. The 2029 Capped Calls cover, subject to anti-dilution adjustments, approximately 10.6 million shares of our Class A common stock. The cost of $52.5 million incurred in connection with the 2029 Capped Calls was recorded as a reduction to additional paid-in capital.

The Capped Calls are generally intended to reduce or offset the potential dilution to our common stock upon any conversion of the 2029 Convertible Notes (or, in the event a conversion of the Convertible Notes is settled in cash, to offset our cash payment obligation) with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2029 Capped Calls are separate transactions, and not part of the terms of the 2029 Convertible Notes. As these transactions meet certain accounting criteria, the 2029 Capped Calls are recorded in stockholders’ deficit and are not accounted for as derivatives.

Line of Credit

On June 30, 2023, we entered into an amended and restated credit agreement (the “June 2023 Facility”) and on December 19, 2024, we entered into Amendment No. 1 to the June 2023 Facility to provide for a $75.0 million revolving loan facility and a $45.0 million sublimit for the issuance of letters of credit. The maturity date of the June 2023 Facility is the earlier of (i) June 30, 2028 and (ii) February 11, 2028, only in the event that any of our Series A Convertible Preferred Stock remains outstanding as of such date. There have been no changes to the terms and conditions of the June 2023 Facility duringthe six months ended July 31, 2026 from those disclosed in Item 8. Financial Statements and Supplementary Data in our Annual Report on Form 10-K for the year ended January 31, 2026.

As of July 31, 2026, we hadno debt outstanding on the June 2023 Facility and were in compliance with all financial covenants.

Note 8. Redeemable Convertible Preferred Stock and Stockholders’ Deficit

Series A Convertible Preferred Stock

On April 7, 2021, we entered into an investment agreement with a group of investors led by KKR & Co. Inc. (collectively “KKR”) relating to the issuance and sale of 500,000 shares of our Series A Convertible Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $500 million, or $1,000 per share.

There have been no changes to the terms and conditions of the Series A Preferred Stock during the six months ended July 31, 2026 from those disclosed in Item 8. Financial Statements and Supplementary Data in our Annual Report on Form 10-K for the year ended January 31, 2026.

During the six months ended July 31, 2026, we paid cash dividends to our Series A Preferred Stockholders in the amount of $7.5 million and as of July 31, 2026, we had accrued dividends of $1.3 million on the Series A Preferred Stock. Accrued dividends are recorded against additional paid-in capital due to Box being in an accumulated deficit position.

Share Repurchase Plan

Our Board of Directors has authorized a share repurchase plan to opportunistically repurchase shares of our outstanding Class A common stock in open market transactions. On March 19, 2026, we announced that our Board of Directors authorized a $500 million expansion of the share repurchase plan. We periodically enter into pre-set trading plans adopted in accordance with Rule 10b5-1 to effect repurchases under our share repurchase plan.

The following table summarizes the share repurchase activity (in thousands, except average price per share):

As of July 31, 2026, approximately$378 million remained authorized and available for additional repurchases.

Note 9. Stock-Based Compensation

Employee Equity Plans

We currently havetwo employee equity plans that have been adopted by our Board of Directors. These plans, the 2015 Equity Incentive Plan (as amended or otherwise modified, the“2015 Plan”) and the 2015 Employee Stock Purchase Plan (the “2015 ESPP”), are described in more detail in Item 8. Financial Statements and Supplementary Data in our Annual Report on Form 10-K for the year ended January 31, 2026. As of July 31, 2026,10,235,803 shares and 6,840,600 shares were reserved for future issuance under the 2015 Plan and the 2015 ESPP, respectively.

Stock Options

The following table summarizes the stock option activity under the equity incentive plans and related information:

Restricted Stock Units

The following table summarizes the restricted stock unit activity, inclusive of performance-based and market-based restricted stock units, under the equity incentive plans and related information:

As of July 31, 2026, there was$426.7 million of unrecognized stock-based compensation expense related to outstanding restricted stock units, inclusive of performance-based and market-based restricted stock units, granted to employees that is expected to be recognized over a weighted-average period of 2.67 years.

Executive Bonus Plan

We use performance-based incentives for certain employees, including our named executive officers, to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals (the “Executive Bonus Plan”). Based on a review of our actual achievement of the pre-established corporate financial objectives and additional inputs from our Compensation Committee, the Executive Bonus Plan for fiscal year 2026 was determined, settled and paid out in the first quarter of fiscal year 2027 in the form of fully vested restricted stock units and cash. During the first quarter of fiscal year 2027, our Compensation Committee also adopted and approved the performance criteria and targets for the Executive Bonus Plan for fiscal year 2027, which is expected to be paid out in the form of fully vested restricted stock units and cash in the first quarter of fiscal year 2028.

During the three and six months ended July 31, 2026, we recognized stock-based compensation expense related to Executive Bonus Plans in the amount of$4.2 million and$10.8 million, respectively. The unrecognized compensation expense related to the ungranted and unvested Executive Bonus Plan for fiscal year 2027 is$11.7 million, based on the expected performance against the pre-established corporate financial objectives as of July 31, 2026, which is expected to be recognized over a remaining weighted-average period of less than one year.

2015 ESPP

As of July 31, 2026, there was$18.0 million of unrecognized stock-based compensation expense related to the 2015 ESPP that is expected to be recognized over a weighted-average period of 1.35 years.

Stock-Based Compensation

The following table summarizes the components of stock-based compensation expense recognized in the condensed consolidated statements of operations (in thousands):

Note 10. Net Income per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders (in thousands, except per share amounts):

The dilutive effect was computed using the if-converted method for convertible instruments and the treasury stock method for all other potential common shares.

The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net income per share attributable to common stockholders for the periods presented because the impact of including them would have been antidilutive (in thousands):

Note 11. Income Taxes

We are subject to income taxes in the U.S. and the foreign jurisdictions in which we operate. The provision for income taxes was$12.6 million and$22.4 million for the three and six months ended July 31, 2026, respectively, and$10.3 million and $15.2 million for the three and six months ended July 31, 2025, respectively. Our provision for income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period.

For the three and six months ended July 31, 2026 and 2025, the difference between the U.S. statutory rate and our effective tax rate was primarily due to U.S. tax on foreign earnings, non-deductible stock-based compensation expenditures, state income taxes, and differing foreign tax rates, partially offset by tax credits for foreign taxes and research and development.

We evaluate tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. Certain prior year tax returns are currently being examined by various taxing authorities in countries including the United States. We believe that we have provided adequate reserves for our income tax uncertainties in all open tax years.

We file tax returns in the U.S. for federal, California, and other states. All tax years remain open to examination for both federal and state purposes as a result of our net operating loss and credit carryforwards. We file tax returns in the United Kingdom (U.K.) and other foreign jurisdictions in which we operate. Tax years ending on January 31,2022 and onwards remain open to examination for the U.K. Certain tax years remain open to examination under the statute of limitations of the respective countries in which our other foreign subsidiaries are located.

Note 12. Subsequent Event

On August 21, 2026, we entered into a Seventh Amendment to Office Lease (the “Seventh Amendment”) with Redwood City Partners, LLC (the “Landlord”), amending that certain Office Lease dated September 15, 2014, as amended, for our corporate headquarters in Redwood City, California. The Seventh Amendment extends the termination date of the lease to June 30, 2040 and reduces the rentable square footage from 283,062 to 242,935 starting July 1, 2028. Total undiscounted base rent payable under the Seventh Amendment, net of rent abatements, from July 1, 2028 through June 30, 2040 is expected to be approximately $283.3 million. In addition to base rent, we are also obligated to pay our proportionate share of certain operating expenses, utilities, insurance costs, and taxes associated with the premises. As an incentive to enter into the Seventh Amendment, the Landlord has agreed to provide a tenant improvement allowance of up to $27.5 million for the design and construction of specified improvements to the leased premises, which is payable through December 31, 2030.