SEC Form 3 · accession 0001493152-26-034851

BOXABL Inc. · BXBL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Galiano Paolo Tiramani

Officer — Co-Chief Executive Officer · Director

Period of report

Jul 17, 2026

Accepted (ET)

Jul 27, 2026 · 5:25 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001906364

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock, par value $0.0001	holding	—	—		—	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock, par value $0.0001^F1	—	holding	—	—	—	—	—	Class A Common Stock, par value $0.0001	389,629	—	D
Class B Common Stock, par value $0.0001^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock, par value $0.0001	30,998,869	—	I
Class B Common Stock, par value $0.0001^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock, par value $0.0001	28,225,164	—	I
Merger Preferred Stock^F3	—	holding	—	—	—	—	—	Class A Common Stock, par value $0.0001	379,482	—	I
Non-Qualified Stock Options	$0.071	holding	—	—	—	Oct 4, 2021	Oct 4, 2031	Class A Common Stock, par value $0.0001	439,019	—	I

Explanation of responses

F1Each share of Class B Common Stock converts into one share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Company. There is no expiration date.
F2The Galiano Tiramani 2020 Family Gift Trust is held for the benefit of Mr. Tiramani's family. Mr. Tiramani is not the trustee of the trust nor is the trust held for his benefit. Paolo Tiramani, who is Galiano Tiramani's father and serves and Co-CEO and Director of Boxabl Inc., serves as trustee. Mr. Paolo Tiramani disclaims beneficial ownership of the shares held in the Galiano Tiramani 2020 Family Gift Trust. The Shontor Asset Protection Trust was established for the benefit of Mr. Galiano Tiramani, his domestic partner and his descendants. Mr. Galiano Tiramani is the investment trustee of the Shontor Asset Protection Trust.
F3On September 18, 2027, 20% of the above shares of Merger Preferred Stock, in the aggregate, automatically converts into Class A Common Stock on a one for one basis. Thereafter, an additional 20% of the original shares of Merger Preferred Stock shall automatically convert each subsequent month on a one-for-one basis until all of the Merger Preferred Stock has been converted into Class A Common Stock.

Remarks

This report excludes shares of Class B Common Stock and shares of Merger Preferred Stock that Mr. Galiano Tiramani deposited in the Dechomai Asset Trust, a donor advised fund in which Mr. Tiramani may advise the fund on voting or other matters related to the assets deposited by him but does not have the power to compel the Trust to act.