Dropbox CAO reports RSU tax-withholding of 5,049 DBX shares

Rhea-AI Filing Summary

Dropbox, Inc. (DBX)11/17/2025, the officer had 5,049 shares of Class A common stock withheld by Dropbox at a price of $30.36 per share to cover tax withholding and remittance obligations related to the vesting and net settlement of previously reported restricted stock units (RSUs).

After this tax withholding transaction, the reporting person beneficially owns 98,542 shares of Dropbox Class A common stock in direct form. A portion of this balance consists of RSUs, each representing the right to receive one share of Class A common stock, subject to a vesting schedule that runs through February 15, 2029. Any unvested RSUs will be cancelled if the officer ceases to be a service provider.

11/19/2025 - 04:31 PM

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

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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^*

Schubach Sarah Elizabeth

(Last) (First) (Middle)

1800 OWENS STREET

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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	11/17/2025		F(1)		5,049	D	$30.36	98,542(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 February 15, 2029. 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	11/19/2025
	** 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) disclose in this Form 4?

Dropbox disclosed that its Chief Accounting Officer had 5,049 shares of Class A common stock withheld on 11/17/2025 to satisfy tax obligations related to vesting restricted stock units.

At what price were the Dropbox (DBX) shares withheld for taxes?

The 5,049 shares of Dropbox Class A common stock were withheld at a price of $30.36 per share to cover tax withholding and remittance obligations.

How many Dropbox (DBX) shares does the reporting person own after the transaction?

Following the tax withholding transaction, the reporting person beneficially owns 98,542 shares of Dropbox Class A common stock in direct ownership.

What are the key terms of the Dropbox (DBX) restricted stock units mentioned?

Certain securities held by the officer are restricted stock units, each representing the right to receive one share of Class A common stock, subject to a vesting schedule through February 15, 2029.

What happens to unvested Dropbox (DBX) RSUs if the officer leaves the company?

If the reporting person ceases to be a service provider, any unvested restricted stock units will be cancelled by Dropbox.

Is this Dropbox (DBX) Form 4 transaction a market sale of shares?

No. The filing states the 5,049 shares represent shares withheld by Dropbox to satisfy tax withholding and remittance obligations upon RSU vesting, rather than an open-market sale.