Dropbox (NASDAQ: DBX) CAO logs 10b5-1 sale and tax share disposal

Rhea-AI Filing Summary

Dropbox, Inc. Chief Accounting Officer Sarah Elizabeth Schubach reported two transactions in Class A Common Stock. On February 17, 2026, 3,505 shares were disposed of at $24.53 per share to cover tax withholding and remittance obligations tied to vesting restricted stock units. On February 18, 2026, she executed an open-market sale of 1,416 shares at $24.49 per share under a Rule 10b5-1 trading plan adopted on May 16, 2025. After these transactions, she continued to hold tens of thousands of shares directly, and certain holdings remain in the form of restricted stock units scheduled to vest through February 15, 2029, subject to continued service.

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^*

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)
02/17/2026

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	02/17/2026		F(1)		3,505	D	$24.53	87,735(2)	D
Class A Common Stock	02/18/2026		S(3)		1,416	D	$24.49	86,319(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.

3. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2025.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	02/19/2026
	** 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.

FAQ

What insider transactions did Dropbox (DBX) report for Sarah Elizabeth Schubach?

Dropbox reported that Chief Accounting Officer Sarah Elizabeth Schubach disposed of shares in two transactions, including a tax-withholding share disposition and an open-market sale. These moves relate to vesting restricted stock units and a pre-established Rule 10b5-1 trading plan.

How many Dropbox (DBX) shares were sold in the open market by the CAO?

Sarah Elizabeth Schubach sold 1,416 shares of Dropbox Class A Common Stock in an open-market transaction at $24.49 per share. This sale was executed under a Rule 10b5-1 trading plan she adopted on May 16, 2025, providing pre-arranged trading instructions.

Why were 3,505 Dropbox (DBX) shares disposed of by the CAO?

3,505 Dropbox shares were withheld and disposed of to satisfy tax withholding and remittance obligations upon the vesting and net settlement of restricted stock units. This type of disposition is a common administrative step when equity awards vest and taxes are due in shares.

What is the Rule 10b5-1 trading plan mentioned in the Dropbox (DBX) Form 4?

The Rule 10b5-1 trading plan referenced was adopted by Sarah Elizabeth Schubach on May 16, 2025. It sets preset instructions for selling shares, allowing trades to occur automatically over time, even when she might later possess material nonpublic information.

Do Dropbox (DBX) restricted stock units for the CAO continue vesting after these transactions?

Certain securities held by Sarah Elizabeth Schubach are restricted stock units, each representing one Class A share, subject to vesting through February 15, 2029. If she ceases to be a service provider before vesting dates, unvested restricted stock units will be cancelled.