Dropbox (NASDAQ: DBX) Co-CEO receives large RSU grant and sells shares

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Dropbox, Inc. Co-CEO Ashraf Alkarmi reported both a stock award and a sale of shares. On June 1, 2026, he acquired 478,551 shares of Class A Common Stock as a grant with no cash price, structured as restricted stock units that vest quarterly through May 15, 2030. On June 2, 2026, he sold 22,700 Class A shares in an open-market transaction at a weighted average price of $27.8633 per share. After the sale, he directly owned 1,080,746 Class A shares. The footnotes explain a detailed vesting schedule, with different percentage portions vesting on specified quarterly dates between August 15, 2026 and May 15, 2030, and unvested units forfeited if he ceases to be a service provider.

Insights

Routine Co-CEO equity grant paired with a relatively small share sale.

The filing shows Co-CEO Ashraf Alkarmi receiving 478,551 restricted stock units, each convertible into one Dropbox Class A share, vesting quarterly through May 15, 2030. This is a large, multi-year equity compensation package aligning pay with long-term share performance.

He also executed an open-market sale of 22,700 Class A shares at a weighted average of $27.8633 per share, leaving him with 1,080,746 shares directly owned after the sale. Relative to his post-sale holdings and the RSU grant size, the sale appears modest in scale.

The absence of derivative positions in the derivative summary suggests this filing focuses on stock and RSUs rather than options. Future company filings will detail how much of the RSU award actually vests over time, since unvested units are cancelled if he stops serving as a service provider.

Insider Trade Summary

Net Seller: 22,700 shares ($632,497)

Net Sell 2 txns

Insider Alkarmi Ashraf

Role Co-CEO

Sold 22,700 shs ($632K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	22,700	$27.8633	$632K
Grant/Award	Class A Common Stock	478,551	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,080,746 shares (Direct, null)

Footnotes (1)

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. The restricted stock units vest quarterly over four years as follows: (i) 13.83% of the shares on each of August 15, 2026 and November 15, 2026; (ii) 4.94% of the shares on February 15, 2027 and each three-month anniversary thereafter through November 15, 2027; (iii) 2.16% of the shares on February 15, 2028 and each three-month anniversary thereafter through November 15, 2028; (iv) 6.36% of the shares on February 15, 2029 and each three-month anniversary thereafter through November 15, 2029; and (v) 9.25% of the shares on each of February 15, 2030 and May 15, 2030. 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 May 15, 2030. In the event the Reporting Person ceases to be a Service Provider, the unvested restricted stock units will be cancelled by the Issuer. This transaction was executed in multiple trades at prices ranging from $27.82 to $28.01. 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.

Key Figures

RSU grant size: 478,551 shares Shares sold: 22,700 shares Sale price: $27.8633 per share +3 more

6 metrics

RSU grant size 478,551 shares Restricted stock units granted on June 1, 2026

Shares sold 22,700 shares Class A open-market sale on June 2, 2026

Sale price $27.8633 per share Weighted average sale price for June 2, 2026 trade

Post-sale holdings 1,080,746 shares Class A shares directly owned after June 2, 2026 sale

Vesting end date May 15, 2030 Final vesting date for RSU award if service continues

Initial large vesting tranches 13.83% each Portions vesting on August 15 and November 15, 2026

Key Terms

restricted stock units, weighted average sale price, grant, award, or other acquisition, open-market sale, +1 more

5 terms

restricted stock units financial

"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."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

service provider financial

"In the event the Reporting Person ceases to be a Service Provider, the unvested restricted stock units will be cancelled"

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:47 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

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

CALIFORNIA

94158

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2026		A		478,551⁽¹⁾	A	$0	1,103,446⁽²⁾	D
Class A Common Stock	06/02/2026		S		22,700	D	$27.8633⁽³⁾	1,080,746⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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. The restricted stock units vest quarterly over four years as follows: (i) 13.83% of the shares on each of August 15, 2026 and November 15, 2026; (ii) 4.94% of the shares on February 15, 2027 and each three-month anniversary thereafter through November 15, 2027; (iii) 2.16% of the shares on February 15, 2028 and each three-month anniversary thereafter through November 15, 2028; (iv) 6.36% of the shares on February 15, 2029 and each three-month anniversary thereafter through November 15, 2029; and (v) 9.25% of the shares on each of February 15, 2030 and May 15, 2030.

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 May 15, 2030. In the event the Reporting Person ceases to be a Service Provider, the unvested restricted stock units will be cancelled by the Issuer.

3. This transaction was executed in multiple trades at prices ranging from $27.82 to $28.01. 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.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Dropbox (DBX) Co-CEO Ashraf Alkarmi report?

Ashraf Alkarmi reported two transactions: a grant of 478,551 restricted stock units on June 1, 2026, and an open-market sale of 22,700 Class A shares on June 2, 2026 at a weighted average price of $27.8633 per share.

How many Dropbox (DBX) shares does Co-CEO Ashraf Alkarmi own after these transactions?

After the June 2, 2026 sale, Ashraf Alkarmi directly owns 1,080,746 shares of Dropbox Class A Common Stock. This total reflects his holdings after selling 22,700 shares and after receiving the earlier 478,551-share restricted stock unit grant.

What are the terms of Ashraf Alkarmi’s 478,551 restricted stock units in Dropbox (DBX)?

Each restricted stock unit equals one Dropbox Class A share and vests quarterly over four years. Specific vesting dates run from August 15, 2026 through May 15, 2030, with varying percentage portions vesting on each date according to the detailed schedule described.

At what price did Dropbox (DBX) Co-CEO Ashraf Alkarmi sell shares?

He sold 22,700 Dropbox Class A shares on June 2, 2026 at a weighted average price of $27.8633. The transaction occurred in multiple trades between $27.82 and $28.01, with the reported figure representing the overall weighted average sale price.

What happens to Ashraf Alkarmi’s unvested Dropbox (DBX) restricted stock units if he leaves?

Unvested restricted stock units are cancelled if Ashraf Alkarmi ceases to be a service provider. Only units that have satisfied the quarterly vesting conditions between 2026 and 2030 will convert into shares; the remainder will be forfeited upon his departure.

How is the vesting of Dropbox (DBX) Co-CEO Ashraf Alkarmi’s RSUs structured over time?

The RSUs vest quarterly with different percentage tranches on specified dates. Larger 13.83% portions vest on August 15 and November 15, 2026, smaller 4.94% and 2.16% portions vest through 2027–2028, and higher 6.36% and 9.25% portions vest from 2029 to May 15, 2030.