[Form 4] Dropbox, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dropbox CFO Timothy Regan reported a sale of 2,500 shares of Class A common stock on 08/29/2025 at a price of $29.01 per share. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan adopted on May 15, 2024. After the reported transaction the CFO beneficially owns 479,621 shares, which include restricted stock awards and restricted stock units that vest through February 15, 2029; unvested awards will be cancelled if he ceases to be a service provider.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating pre-arranged, compliant transaction timing.
• Significant remaining beneficial ownership of 479,621 shares, including restricted awards and RSUs vesting through February 15, 2029.

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine, pre-planned insider sale under a 10b5-1 plan; remaining holdings remain substantial.

The Form 4 discloses a small, pre-arranged disposition of 2,500 Class A shares by the CFO at $29.01 per share under a Rule 10b5-1 plan adopted May 15, 2024. The reporting person still beneficially owns 479,621 shares, including restricted awards vesting through February 15, 2029. This appears to be an administrative liquidity event rather than a change in stake or control; the filing contains no indication of unusual timing or material change in ownership percentage.

Corporate Governance Expert

TL;DR: Disclosure aligns with good governance—insider used a documented trading plan and properly reported the sale.

The filing explicitly notes the use of a 10b5-1 trading plan, which supports affirmative defense compliance for insider trading rules. The report also clarifies the composition of remaining holdings, including restricted stock and RSUs with vesting schedules through 2029 and cancellation terms upon termination of service. There are no governance red flags or unexpected transactions disclosed.

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)
08/29/2025

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	08/29/2025		S(1)		2,500	D	$29.01	479,621(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. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2024.

2. 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.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	09/03/2025
	** 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 transaction did Dropbox CFO Timothy Regan report on Form 4 (DBX)?

He reported the sale of 2,500 shares of Class A common stock on 08/29/2025 at $29.01 per share.

Was the sale by Timothy Regan part of a trading plan?

Yes. The sale was made pursuant to a Rule 10b5-1 trading plan adopted on May 15, 2024.

How many Dropbox shares does the reporting person beneficially own after the sale?

The Form 4 reports 479,621 shares beneficially owned following the reported transaction(s).

Do the remaining shares include restricted awards or RSUs?

Yes. Certain securities are restricted stock awards and restricted stock units that vest through February 15, 2029, and unvested awards will be cancelled if the reporting person ceases to be a service provider.

Who signed the Form 4 filing on behalf of the reporting person?

The filing is signed /s/ Cara Angelmar, Attorney-in-Fact dated 09/03/2025.