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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
June 1, 2026
Date of Report (date of earliest event reported)
DROPBOX, INC.
(Exact name of Registrant as specified in its charter)
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| 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:
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| 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) | |
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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. ☐
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Revolving Credit Agreement
On June 1, 2026, Dropbox, Inc. (the “Company”) entered into a Revolving Credit and Guaranty Agreement (the “Revolving Credit Agreement”), by and among the Company, as borrower, the guarantors party thereto, the lenders party thereto (the “Lenders”), the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Joint Lead Arranger and Bookrunner (in its capacities as the Administrative Agent and Collateral Agent, the “Agent”) and Citizens Bank, N.A., Goldman Sachs Bank USA and RBC Capital Markets, each as Joint Lead Arranger, providing the Company with up to $400 million in borrowing capacity (the loans thereunder, the “Revolving Loans”), including a $65.0 million sublimit for the issuance of letters of credit and a $15.0 million sublimit for swingline loans, in each case on the terms and conditions set forth therein. The Revolving Credit Agreement permits the Company, subject to the terms and conditions set forth therein, to increase the aggregate revolving loan commitments up to $500.0 million. The revolving credit facility shall mature and any outstanding Revolving Loans shall be payable in full on December 11, 2029.
The proceeds of the Revolving Loans may be used for working capital and general corporate purposes, including share repurchases. The obligations under the Revolving Credit Agreement and the other loan documents are guaranteed by certain material subsidiaries of the Company and are secured by substantially all of the assets of the Company and such subsidiary guarantors. As of June 1, 2026, the Company had no outstanding loans or letters of credit under the revolving credit facility.
Under the Revolving Credit Agreement, the Revolving Loans 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 ranging from 2.00% to 2.50% based on the Company’s consolidated secured leverage ratio, or (b) a term SOFR rate (based on one, three or six month interest periods), plus a margin ranging from 3.00% to 3.50% based on the Company’s consolidated secured leverage ratio. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate. Pursuant to the terms of the Revolving Credit Agreement, the Company is required to pay a quarterly commitment fee that accrues at a rate of 0.25% per annum on the unused portion of the Revolving Loan commitments.
The Revolving Credit Agreement includes a financial covenant requiring that the Company and its restricted subsidiaries maintain a consolidated leverage ratio of no greater than 5.00 to 1.00, measured as of the last day of each fiscal quarter for the four consecutive fiscal quarter period then ended. The Revolving Credit Agreement also contains customary affirmative and negative covenants that restrict the ability of the Company and its subsidiaries to incur indebtedness, grant liens, pay dividends or distributions to holders of the Company or its subsidiaries’ equity interests, repurchase equity interests, make investments, engage in transactions with its affiliates or prepay certain indebtedness. In addition, the Revolving Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross default to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change in control events. Upon the occurrence and during the continuance of an event of default, the lenders may terminate their commitments and accelerate the Company’s obligations under the Revolving Credit Agreement. During the existence of payment or bankruptcy events of default, interest on the principal amount of the Revolving Loans will accrue at an increased rate.
The obligations of the Company under the Revolving Credit Agreement rank pari passu in right of payment with the Company’s obligations under its existing Credit and Guaranty Agreement, dated as of December 11, 2024, by and among the Company, the guarantors party thereto, the lenders party thereto, the issuing bank party thereto and the administrative agent and collateral agent (as amended by Amendment No. 1, dated as of September 9, 2025, and Amendment No. 2, dated as of June 1, 2026, the “Term Loan Agreement”). The liens securing the obligations under the Revolving Credit Agreement and the Term Loan Agreement are of equal priority, and the relative rights and obligations of the agents and the lenders under each facility with respect to the shared collateral are governed by a pari passu intercreditor agreement among the Company and such other parties party thereto.
The Agent and the Lenders, and certain of their respective affiliates, have provided, and in the future may provide, financial, banking and related services to the Company and its subsidiaries. These parties have received, and in the future may receive, compensation from the Company and its subsidiaries for these services.
Matthews South served as financial advisor to the Company.
The foregoing description of the Revolving 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.
Amendment No. 2 to Credit and Guaranty Agreement
On June 1, 2026, the Company entered into Amendment No. 2 (the “Second Amendment”) to its existing Credit and Guaranty Agreement, dated as of December 11, 2024, as amended by Amendment No. 1 to Credit and Guaranty Agreement, dated as of September 9, 2025 ( the “Existing Term Loan Credit Agreement”), by and among the Company, the guarantors party thereto, the lenders party thereto, the issuing bank party thereto and the administrative and collateral agent. The Second Amendment amends the Existing Term Loan Credit Agreement to, among other things, permit the Revolving Credit Agreement and the revolving credit facility contemplated thereby.
The other material terms of the Existing Term Loan Credit Agreement remain unchanged. Additional details of the Existing Term Loan Credit Agreement were previously disclosed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on December 11, 2024 and on September 9, 2025, each of which is incorporated herein by reference.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the copy attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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| 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.
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| Item 7.01 | Regulation FD Disclosure. |
On June 1, 2026, the Company issued a press release announcing the Revolving Credit Agreement 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.
The information furnished pursuant to Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On June 1, 2026, the Company announced the authorization of a new share repurchase program for the purchase of an additional $900.0 million 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:
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| Exhibit No. | | Exhibit Description |
| 10.1 | | Revolving Credit and Guaranty Agreement, dated as of June 1, 2026, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent. |
| 10.2 | | Amendment No. 2 to Credit and Guaranty Agreement, dated as of June 1, 2026, by and among the Company, the guarantors party thereto, the lenders party thereto and the administrative agent and collateral agent. |
| 99.1 | | Press Release, dated June 1, 2026. |
| 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: June 1, 2026
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| Dropbox, Inc. |
| /s/ Ross Tennenbaum |
| Ross Tennenbaum |
| Chief Financial Officer |
Exhibit 99.1
Dropbox Completes New Senior Secured Revolving Credit Facility; Announces $900M Stock Repurchase Program
SAN FRANCISCO, Calif. - June 1, 2026 - Dropbox, Inc. (“Dropbox” or the “Company”) (Nasdaq: DBX), today announced entry into a senior secured revolving credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Joint Lead Arranger and Bookrunner, Citizens Bank, N.A., Goldman Sachs Bank USA and RBC Capital Markets, each as Joint Lead Arranger, the Lenders and Issuing Banks party thereto, and the other parties party thereto, providing the Company with up to $400 million in borrowing capacity on the terms and conditions set forth therein. Proceeds may be used for working capital and general corporate purposes, including share repurchases.
The Company also announced the authorization of a new share repurchase program for the purchase of an additional $900 million of its Class A common stock.
About Dropbox
Dropbox is the one place to keep life organized and keep work moving. With more than 700 million registered users across approximately 180 countries, we're on a mission to design a more enlightened way of working. Dropbox is headquartered in San Francisco, CA, and has employees around the world. For more information on our mission and products, visit http:// dropbox.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, among other things, our expectations regarding the performance of our Core business as well as our new product initiatives. Words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plans," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to risks, uncertainties, and assumptions including, but not limited to: (i) our ability to retain and upgrade paying users; (ii) our ability to attract new users or convert registered users to paying users; (iii) our expectations regarding general economic, political, and market trends and their respective impacts on our business; (iv) impacts to our financial results and business operations as a result of pricing and packaging changes to our subscription plans; (v) our future financial performance, including trends in revenue, costs of revenue, gross profit or gross margin, operating expenses, paying users, annual recurring revenue, average revenue per user, free cash flow, unlevered free cash flow, and the assumptions underlying such trends; (vi) our ability to achieve or maintain profitability; (vii) our ability to prevent security breaches and our liability or other potential legal, regulatory, or reputational consequences of any unauthorized access to our data or our customer data; (viii) significant disruption of service on our platform or loss of content; (ix) any decline in demand for our platform or for content collaboration solutions in general; (x) changes in the interoperability of our platform across devices, operating systems, and third-party applications that we do not control; (xi) our ability to compete successfully in competitive markets; (xii) our ability to respond to rapid technological changes, extend our platform, develop new features or products, or gain market acceptance for such new
features or products; (xiii) our ability to improve quality and ease of adoption of our new and enhanced product experiences, features, and capabilities; (xiv) our expectations around future growth; (xv) our various acquisitions of companies and assets and the potential of such acquisitions to require significant management attention, disrupt our business, or dilute stockholder value; (xvi) our ability to attract, retain, integrate, and manage key and other highly qualified personnel, including as a result of our Virtual First model with an increasingly distributed workforce; (xvii) our capital allocation plans with respect to our stock repurchase program and other investments; and (xviii) the dual class structure of our common stock and its effect of concentrating voting control with certain stockholders who held our capital stock prior to the completion of our initial public offering. Further information on risks that could affect Dropbox’s results is included in our filings with the Securities and Exchange Commission ("SEC"), including our Form 10-Q for the quarter ended March 31, 2026. Additional information will be made available in other reports that we may file with the SEC from time to time, which could cause actual results to vary from expectations. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Dropbox assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by applicable law.
Contacts
Investors:
Sarah Schubach
ir@dropbox.com
or
Media:
Tim Rathschmidt
press@dropbox.com
