Dropbox CFO Form 4 shows stock sale and RSU tax withholding

Rhea-AI Filing Summary

Dropbox, Inc. (DBX) Chief Financial Officer reported routine equity transactions involving Class A common stock. On 11/14/2025, the officer sold 1,500 shares under a pre-established Rule 10b5-1 trading plan adopted on June 10, 2025, at a weighted average price of $30.2493 per share, with individual trades ranging from $30.07 to $30.37. On 11/17/2025, 26,474 shares were withheld by Dropbox to cover tax obligations related to the vesting and net settlement of previously reported restricted stock units and restricted stock awards. After these transactions, the officer beneficially owned 440,647 shares, including restricted stock awards and restricted stock units that each represent the right to receive one share of Class A common stock, subject to vesting schedules through February 15, 2029; any unvested awards are cancelled if service 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).

X

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^*

Regan Timothy

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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	11/14/2025		S(1)		1,500	D	$30.2493(2)	467,121(3)	D
Class A Common Stock	11/17/2025		F(4)		26,474	D	$30.36	440,647(3)	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. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 10, 2025.

2. This transaction was executed in multiple trades at prices ranging from $30.07 to $30.37. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. Certain of these securities are restricted stock awards and restricted stock units. Each restricted stock award or 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 February 15, 2029. In the event the Reporting Person ceases to be a Service Provider, the unvested restricted stock awards and restricted stock units will be cancelled by the Issuer.

4. 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 and restricted stock awards previously reported.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	11/18/2025
	** 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 its CFO?

The Chief Financial Officer of Dropbox, Inc. (DBX) reported selling 1,500 shares of Class A common stock on 11/14/2025 and a separate transaction where shares were withheld for taxes on 11/17/2025.

At what price did the Dropbox (DBX) CFO sell shares on 11/14/2025?

The 1,500 shares of Dropbox Class A common stock sold on 11/14/2025 were executed at a weighted average price of $30.2493 per share, with individual trades between $30.07 and $30.37.

What is the significance of the Rule 10b5-1 trading plan mentioned for Dropbox (DBX)?

The sale of 1,500 shares on 11/14/2025 was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2025, indicating the trades were pre-scheduled under SEC rules.

Why were 26,474 Dropbox (DBX) shares withheld on 11/17/2025?

The 26,474 shares on 11/17/2025 represent shares withheld by Dropbox to satisfy tax withholding and remittance obligations arising from the vesting and net settlement of restricted stock units and restricted stock awards previously reported.

How many Dropbox (DBX) shares does the CFO beneficially own after these transactions?

Following the reported transactions, the reporting person beneficially owned 440,647 shares of Dropbox Class A common stock, which includes restricted stock awards and restricted stock units subject to vesting.

What are the vesting terms for the Dropbox (DBX) restricted stock and RSUs held by the CFO?

Certain securities are restricted stock awards and restricted stock units, each representing the right to receive one share of Class A common stock, subject to vesting schedules through February 15, 2029. Unvested awards are cancelled if the reporting person ceases to be a service provider.

What position does the reporting person hold at Dropbox (DBX)?

The reporting person is an Officer of Dropbox, Inc., serving as the company’s Chief Financial Officer.