DBX Insider Filing: Chief Legal Officer RSU Withholding Reduces Holdings

Rhea-AI Filing Summary

Dropbox Chief Legal Officer William T. Yoon reported a non‑derivative disposition of 10,745 shares of Class A common stock at $27.73 per share, recorded as a withholding to satisfy tax obligations related to the vesting and net settlement of previously granted restricted stock units (RSUs). After the reported disposition, the reporting person beneficially owned 235,092 shares, some of which remain as RSUs subject to vesting through February 15, 2029; unvested units will be cancelled if he ceases to be a service provider. The filing was submitted to disclose this change in beneficial ownership and the nature of the transaction.

Insights

Securities Compliance Analyst

TL;DR: Routine tax‑withholding disposition of vested RSUs disclosed; compliance and ownership levels updated.

The transaction is recorded under a standard code for share withholding to satisfy tax obligations upon RSU vesting, indicating administrative settlement rather than an open‑market sale. Reporting the post‑transaction beneficial ownership of 235,092 Class A shares provides transparency on insider holdings. There is no derivative activity reported and no indication of an accelerated sale.

Corporate Governance Expert

TL;DR: Disclosure reflects routine equity compensation mechanics and ongoing vesting schedule for withheld shares.

The explanation clarifies that withheld shares represent net settlement of RSUs and that remaining units vest through February 15, 2029, with cancellation provisions if service ends. This is a common compensation settlement and does not by itself signal a change in executive stance on the company. The filing appropriately discloses the nature and impact on 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

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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^*

Yoon William T

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F(1)		10,745	D	$27.73	235,092(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	08/19/2025
	** 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 transaction did William T. Yoon report on Form 4 for DBX?

The filing reports a disposition of 10,745 Class A shares recorded as withheld to satisfy tax obligations related to RSU vesting at a price of $27.73 per share.

How many DBX shares does the reporting person beneficially own after the transaction?

After the reported transaction, the reporting person beneficially owns 235,092 shares of Class A common stock.

Are any of the shares reported as unvested or subject to vesting?

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

Was this filing indicative of an open‑market sale by the insider?

No. The form indicates the shares were withheld by the issuer to satisfy tax withholding upon RSU vesting, not an open‑market sale.

Does the Form 4 report any derivative transactions or option exercises for DBX by this reporting person?

No. Table II lists no derivative securities; the filing only reports a non‑derivative disposition in Table I.