Dropbox (DBX) executive has shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

Dropbox, Inc. General Manager, Core, Ashraf Alkarmi reported a tax-related share disposition. On the vesting of previously reported restricted stock units, 8,677 shares of Class A common stock were withheld by Dropbox at $24.53 per share to cover tax withholding and remittance obligations. After this withholding transaction, Alkarmi directly holds 427,133 shares of Class A common stock. Certain remaining holdings are in the form of restricted stock units that vest on an applicable schedule through November 15, 2028, and any unvested units will be cancelled if service with the company ends.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Alkarmi Ashraf

(Last) (First) (Middle)

1800 OWENS STREET

SUITE 200

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DROPBOX, INC. [ DBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Manager, Core

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/17/2026		F(1)		8,677	D	$24.53	427,133(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the vesting and net settlement of restricted stock units previously reported.

2. Certain of these securities are restricted stock units. Each restricted stock unit represents the Reporting Person's right to receive one share of Class A Common Stock, subject to the applicable vesting schedule through November 15, 2028. In the event the Reporting Person ceases to be a Service Provider, the unvested restricted stock units will be cancelled by the Issuer.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Dropbox (DBX) report for Ashraf Alkarmi?

Dropbox reported that executive Ashraf Alkarmi had 8,677 Class A shares withheld to cover taxes on vesting restricted stock units. This was a tax-withholding disposition, not an open-market sale, and reflects standard equity compensation processing by the company.

Was the Dropbox (DBX) Form 4 transaction an open-market stock sale?

No, the Form 4 shows shares withheld by Dropbox to satisfy tax withholding and remittance obligations on vested restricted stock units. This tax-withholding disposition does not represent an open-market sale initiated by the executive in the public market.

How many Dropbox (DBX) shares were involved in the tax withholding?

The transaction involved 8,677 shares of Dropbox Class A common stock withheld at $24.53 per share. These shares were used to cover tax obligations arising from the vesting and net settlement of previously reported restricted stock units.

How many Dropbox (DBX) shares does Ashraf Alkarmi hold after the Form 4?

Following the tax-withholding disposition, Ashraf Alkarmi directly holds 427,133 shares of Dropbox Class A common stock. Some of these holdings relate to restricted stock units that continue to vest under a schedule extending through November 15, 2028.

What do the restricted stock unit terms mean for Dropbox (DBX) executive equity?

Certain securities are restricted stock units, each representing the right to receive one Dropbox Class A share, subject to vesting through November 15, 2028. If the executive stops being a service provider before vesting, unvested units are cancelled by the company.