Dropbox Insider Filing: 26,401 Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

Dropbox, Inc. (DBX) Chief Technology Officer Ali Dasdan sold a total of 26,401 shares of Class A common stock in mid-August 2025 under a pre-established Rule 10b5-1 trading plan. On 08/14/2025 he sold 7,146 shares at a weighted average price of $27.821 and on 08/15/2025 he sold 19,255 shares at $27.73. Following these transactions his beneficial ownership decreased from 588,793 to 569,538 shares. Some of the reported shares are restricted stock units that vest through February 15, 2029, and the 08/15 transaction includes shares withheld by the issuer to satisfy tax withholding obligations.

Positive

• Transactions executed under a Rule 10b5-1 plan (adopted May 12, 2025), indicating pre-established trading parameters.
• Disclosure of restricted stock units and vesting schedule through February 15, 2029 provides clarity on future share conversion.
• Issuer withheld shares for tax obligations in connection with RSU net settlement, a standard and transparent practice.

Negative

• Total insider disposals of 26,401 shares reduced beneficial ownership from 588,793 to 569,538 shares.
• Sales executed at average prices ~$27.73–$27.821, which may be perceived negatively by some investors despite being preplanned.

Insights

Financial Analyst

TL;DR: Insider sold 26,401 DBX shares via a 10b5-1 plan, reducing holdings modestly to 569,538 shares.

The reported sales on 08/14/2025 and 08/15/2025 total 26,401 Class A shares at weighted prices around $27.73–$27.82 per share. The transactions were executed pursuant to a Rule 10b5-1 plan adopted May 12, 2025, which indicates the trades were preplanned rather than opportunistic. Post-transaction beneficial ownership remains a majority direct holding of 569,538 shares, and certain reported shares are restricted stock units vesting through February 15, 2029. The 08/15 entry reflects net settlement for tax withholding rather than an open-market cash sale for that portion.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan and issuer tax withholding are governance-consistent disclosures.

The filing clearly states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted May 12, 2025, and discloses that some shares are restricted stock units with vesting through 02/15/2029. The form also notes share withholding by the issuer to satisfy tax obligations, which is standard for net settlement of RSUs. All material elements required on Form 4 are present: transaction dates, codes, share counts, weighted average prices, and post-transaction beneficial ownership.

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^*

Dasdan Ali

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		S(1)		7,146	D	$27.821(2)	588,793(3)	D
Class A Common Stock	08/15/2025		F(4)		19,255	D	$27.73	569,538(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 May 12, 2025.

2. This transaction was executed in multiple trades at prices ranging from $27.72 to $28.06. 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 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 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 previously reported.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	08/18/2025
	** 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 did DBX CTO Ali Dasdan sell and when?

He sold a total of 26,401 Class A shares: 7,146 shares on 08/14/2025 and 19,255 shares on 08/15/2025.

Were the sales part of a prearranged plan for DBX insider trades?

Yes. The sales were made pursuant to a Rule 10b5-1 trading plan adopted on May 12, 2025.

How did the transactions affect Ali Dasdan's DBX ownership?

Beneficial ownership decreased from 588,793 shares to 569,538 shares after the reported transactions.

Did any of the reported shares represent restricted stock units (RSUs)?

Yes. Certain reported securities are restricted stock units that vest through February 15, 2029 and unvested awards are cancellable if service ceases.

Why were some shares reported as withheld on 08/15/2025?

The 08/15/2025 entry represents shares withheld by the issuer to satisfy tax withholding and remittance obligations related to RSU vesting and net settlement.