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Redeemable Convertible Preferred Stock and Stockholders' Deficit
9 Months Ended
Oct. 31, 2025
Stockholders' Equity Note [Abstract]  
Redeemable Convertible Preferred Stock and Stockholders' Deficit

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 nine months ended October 31, 2025 from those disclosed in Item 8. Financial Statements and Supplementary Data in our Form 10-K for the year ended January 31, 2025.

During the nine months ended October 31, 2025, we paid cash dividends to our Series A Preferred Stockholders in the amount of $11.3 million and as of October 31, 2025, 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. We periodically enter into pre-set trading plans adopted in accordance with Rule 10b5-1 to effect repurchases under our share repurchase plan.

During the three months ended October 31, 2025, we repurchased 2.4 million shares at a weighted average price of $32.11 per share for a total amount of $76.8 million. During the nine months ended October 31, 2025, we repurchased 5.2 million shares at a

weighted average price of $31.95 per share for a total amount of $166.6 million. As of October 31, 2025, $35.5 million remained available for additional repurchases.

On December 2, 2025, we announced that our Board of Directors authorized an expansion of the share repurchase plan. Under this expansion, an additional $150 million of our class A common stock may be repurchased in open market transactions through December 1, 2026.