[8-K] Dropbox, Inc. Reports Material Event

Rhea-AI Filing Summary

Dropbox announced amendments to its credit agreement adding 2025 Delayed Draw Term Loans available until March 15, 2026. Borrowings under this delayed facility mature on September 9, 2030, and must be repaid in equal quarterly installments of 0.25% of the original principal beginning the quarter after funding. The loans are subject to the same mandatory prepayments as the company’s existing term loans and may not be reborrowed once repaid. Interest may be elected at an alternate base rate plus a 2.75% margin or at a term SOFR rate plus a 3.75% margin, with interest payable quarterly. A quarterly commitment fee accrues at 1.00% per annum on unused commitments. The filing notes customary relationships between lenders and the company, and that Matthews South served as financial advisor. Other material terms remain unchanged and details are in the attached exhibit.

Positive

• Added liquidity option via 2025 Delayed Draw Term Loans available through March 15, 2026
• Clear repayment schedule with equal quarterly installments of 0.25% of original principal
• Interest election flexibility allowing alternate base rate or term SOFR pricing

Negative

• Costs on unused capacity with a quarterly commitment fee accruing at 1.00% per annum
• Relatively high margins disclosed: 2.75% over alternate base rate or 3.75% over term SOFR
• Prepayment premiums apply (2% then 1%) if repaid within specified windows

Insights

Senior Credit Analyst

TL;DR Adds a delayed-draw loan facility with multi-year maturity, quarterly amortization and meaningful commitment and margin costs.

The amendment creates a 2025 Delayed Draw Term Loan option available through March 15, 2026, maturing September 9, 2030. Quarterly amortization of 0.25% of original principal reduces outstanding balance gradually after funding. Borrowings cannot be reborrowed once repaid. Interest economics allow either an alternate base rate plus 2.75% or term SOFR plus 3.75%, with quarterly interest payments and a 1.00% per annum fee on unused commitments. These features indicate structured flexibility in timing of funding while imposing explicit cost components for unused capacity and for the funded balance; mandatory prepayment mechanics align with existing term loan provisions. The exhibit should be reviewed for covenant or collateral changes, which are not detailed in the provided text.

Corporate Finance Expert

TL;DR Provides additional committed capacity with specified repayment schedule and explicit prepayment and fee terms; preserves existing agreement structure.

The amendment preserves the broader credit agreement framework while adding a delayed-draw tranche that cannot be reborrowed once repaid. Scheduled quarterly principal amortization of 0.25% of original principal starts after funding, and the facility is subject to the same mandatory prepayments as current term loans. Prepayment premium windows are specified (2.0% then 1.0% in later windows). The filing discloses standard lender relationships and advisory engagement, and directs readers to the attached exhibit for full terms not repeated here. Based on the disclosed text, the change is administrative and financing in nature; material implications depend on the size of the delayed facility versus Dropbox’s balance sheet, which is not stated.

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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

September 9, 2025

Date of Report (date of earliest event reported)

DROPBOX, INC.

(Exact name of Registrant as specified in its charter)

Nevada			001-38434			26-0138832
(State or other jurisdiction of incorporation)			(Commission File Number)			(I. R. S. Employer Identification No.)

1800 Owens St.

San Francisco, California 94158

(Address of principal executive offices)

(415) 930-7766

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐    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 exchange on which registered

Class A Common Stock, par value $0.00001 per share

DBX

The NASDAQ Stock Market LLC

(Nasdaq Global Select Market)

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 1.01 Entry into a Material Definitive Agreement.

Amendment No. 1 to Credit and Guaranty Agreement

On September 9, 2025, Dropbox, Inc. (the “Company”) entered into Amendment No. 1 (the “First Amendment”), to its existing Credit and Guaranty Agreement, dated as of December 11, 2024 (the “Existing Credit Agreement”), by and among the Company, the guarantors party thereto, the lenders party thereto, the issuing bank and the administrative agent and collateral agent (the Existing Credit Agreement as amended by the First Amendment, the “Amended Credit Agreement”) to provide for, among other things, additional secured delayed draw term loans in an aggregate principal amount up to $700.0 million (the “2025 Delayed Draw Term Loans”). The Amended Credit Agreement provides for a secured term loan facility in an aggregate principal amount of up to $2.7 billion, consisting of $1.0 billion of existing term loans (the “Existing Term Loans”), which were borrowed on December 11, 2024, $1.0 billion of existing delayed draw term loans (the “Existing Delayed Draw Term Loans”) and $700.0 million of 2025 Delayed Draw Term Loans. In addition, the Amended Credit Agreement still provides for a secured letter of credit facility in an aggregate amount of up to $35.0 million. The proceeds of the 2025 Delayed Draw Term Loans may be used to prepay, repay, repurchase, redeem, exchange or settle upon conversion, the Company’s outstanding convertible senior notes due 2026. As of September 9, 2025, there were $995 million of Existing Term Loans, no Existing Delayed Draw Term Loans, no 2025 Delayed Draw Term Loans and no letters of credit outstanding under the Amended Credit Agreement.

The 2025 Delayed Draw Term Loans may be borrowed, subject to the satisfaction of certain conditions, during the period from the closing date of the First Amendment through March 15, 2026.

The outstanding principal amount of any 2025 Delayed Draw Term Loans borrowed under the Amended Credit Agreement and all accrued and unpaid interest thereon are due and payable on September 9, 2030. Beginning on the last business day of the quarter occurring after the funding of the 2025 Delayed Draw Term Loans, and continuing on the last business day of each quarter thereafter, the outstanding 2025 Delayed Draw Term Loans must be repaid in equal quarterly installments equal to 0.25% of the original principal amount of such 2025 Delayed Draw Term Loans. In addition, the 2025 Delayed Draw Term Loans are subject to the same mandatory prepayments as the Existing Term Loans and any Existing Delayed Draw Term Loans, including with certain excess cash flows, the proceeds of certain asset sales and the incurrence of indebtedness (other than indebtedness permitted under the Amended Credit Agreement). The Company is permitted to prepay the 2025 Delayed Draw Term Loans at any time in whole or in part, subject to a prepayment premium equal to 2% of the aggregate principal amount prepaid on or prior to September 9, 2026, and 1% of the aggregate principal amount prepaid after September 9, 2026, but on or prior to September 9, 2027. 2025 Delayed Draw Term Loans repaid or prepaid may not be reborrowed.

Consistent with the Existing Term Loans and any Existing Delayed Draw Term Loans, the 2025 Delayed Draw Term Loans will bear interest, at the Company’s option, at either (a) an alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the greater of the federal funds effective rate or overnight bank funding rate then in effect, plus 0.50% per annum, and (iii) a term SOFR rate determined on the basis of a one-month interest period plus 1.00% per annum, in each case, plus a margin of 2.75%, or (b) a term SOFR rate (based on one, three or six month interest periods), plus a margin of 3.75%. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternative base rate or on the last day of an interest period, but at least every three months, with respect to borrowing bearing interest at the term SOFR rate. Pursuant to the terms of the Amended Credit Agreement, the Company is required to pay a quarterly commitment fee that accrues at a rate of 1.00% per annum on the unused portion of the commitments for the 2025 Delayed Draw Term Loans.

Certain of the Lenders and/or their affiliates have engaged in, and may in the future engage in commercial banking, investment banking and other banking and/or financial services with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Matthews South served as financial advisor to the Company.

The other material terms of the Existing Credit Agreement remain unchanged. Additional details of the Existing Credit Agreement were previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on December 11, 2024, and are incorporated herein by reference.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the copy attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 9, 2025, the Company issued a press release announcing the First Amendment and a new repurchase program described below. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On September 9, 2025, the Company announced the authorization of a new share repurchase program for the purchase of an additional $1.5 billion of its Class A common stock. Repurchases will be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements. Repurchases may be made through open market purchases or in privately negotiated transactions, including through Rule 10b5-1 plans.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1			Amendment No. 1 to Credit and Guaranty Agreement, dated as of September 9, 2025, by and among the Company, the guarantors party thereto, the lenders party thereto, the issuing bank and the administrative agent and collateral agent.
99.1			Press Release, dated September 9, 2025.
104			Cover Page Interactive Data File, formatted in inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 9, 2025

    

Dropbox, Inc.

/s/ Timothy Regan

Timothy Regan

Chief Financial Officer

FAQ

What is the availability period for the DBX 2025 Delayed Draw Term Loans?

The 2025 Delayed Draw Term Loans may be borrowed from the First Amendment closing date through March 15, 2026.

When do borrowings under the 2025 Delayed Draw Term Loans mature?

Any outstanding principal and accrued interest on the 2025 Delayed Draw Term Loans are due and payable on September 9, 2030.

How are the 2025 Delayed Draw Term Loans repaid?

Repayment begins on the last business day of the quarter after funding and continues quarterly with equal installments equal to 0.25% of the original principal amount each quarter.

What interest rates apply to the 2025 Delayed Draw Term Loans?

Interest may be elected at either an alternate base rate plus a 2.75% margin or a term SOFR rate plus a 3.75% margin, with quarterly interest payments.

Are there fees if the company does not draw on the commitments?

Yes. A quarterly commitment fee accrues at a rate of 1.00% per annum on the unused portion of the commitments for the 2025 Delayed Draw Term Loans.

Can repaid or prepaid amounts under the 2025 Delayed Draw Term Loans be reborrowed?

No. The 2025 Delayed Draw Term Loans repaid or prepaid may not be reborrowed.