Dropbox (NASDAQ: DBX) CFO reports RSU tax share withholding event

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Dropbox, Inc. Chief Financial Officer Ross Tennenbaum reported a tax-related share disposition tied to restricted stock units. On May 15, 2026, 20,325 shares of Class A common stock were withheld by Dropbox at $26.20 per share to satisfy tax withholding and remittance obligations upon RSU vesting. This was an automatic tax-withholding event, not an open‑market sale. After this transaction, Tennenbaum directly held 779,605 shares of Class A common stock. Some of his holdings include restricted stock units that are scheduled to vest under an applicable schedule through November 15, 2029, and any unvested units will be cancelled if he ceases to be a service provider.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tennenbaum Ross

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	20,325	$26.20	$533K

Holdings After Transaction: Class A Common Stock — 779,605 shares (Direct, null)

Footnotes (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. 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 November 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.

Key Figures

Shares withheld for taxes: 20,325 shares Withholding price per share: $26.20 per share Shares held after transaction: 779,605 shares +2 more

5 metrics

Shares withheld for taxes 20,325 shares Withheld to satisfy RSU tax obligations on May 15, 2026

Withholding price per share $26.20 per share Valuation used for RSU tax-withholding shares

Shares held after transaction 779,605 shares Direct Class A common stock ownership after tax withholding

Tax-withholding shares count 20,325 shares Reported as tax-withholding disposition in transactionSummary

RSU vesting end date November 15, 2029 Restricted stock units vesting schedule end date

Key Terms

restricted stock units, tax withholding and remittance obligations, net settlement, Service Provider, +1 more

5 terms

restricted stock units financial

"Certain of these securities are restricted stock units."

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.

tax withholding and remittance obligations financial

"withheld by the Issuer to satisfy tax withholding and remittance obligations"

net settlement financial

"in connection with the vesting and net settlement of restricted stock units"

Service Provider financial

"In the event the Reporting Person ceases to be a Service Provider"

Class A Common Stock financial

"Represents shares that have been withheld by the Issuer"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:27 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^*

Tennenbaum Ross

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		F⁽¹⁾		20,325	D	$26.2	779,605⁽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. 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 November 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	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Dropbox (DBX) CFO Ross Tennenbaum report in this Form 4?

Dropbox CFO Ross Tennenbaum reported shares withheld to cover taxes on restricted stock unit vesting. The filing shows an automatic tax-withholding disposition, not an open-market trade, reflecting routine equity compensation settlement rather than a discretionary stock sale.

How many Dropbox shares were withheld for Ross Tennenbaum’s RSU taxes?

The filing shows 20,325 shares of Dropbox Class A common stock were withheld. These shares covered tax withholding and remittance obligations triggered by the vesting and net settlement of previously reported restricted stock units granted to the Chief Financial Officer.

At what price were Ross Tennenbaum’s Dropbox shares valued for tax withholding?

The withheld shares were valued at $26.20 per share according to the Form 4. This price was used to calculate the value of the 20,325 shares withheld to satisfy tax obligations associated with restricted stock unit vesting and net settlement.

How many Dropbox shares does CFO Ross Tennenbaum hold after this transaction?

After the tax-withholding transaction, Ross Tennenbaum directly holds 779,605 shares of Dropbox Class A common stock. This post-transaction figure reflects his remaining direct equity stake following the automatic share withholding for RSU-related tax obligations.

Does this Dropbox Form 4 show an open-market sale by the CFO?

No, the Form 4 describes shares withheld by Dropbox to satisfy tax obligations on restricted stock unit vesting. The transaction is coded as tax-withholding disposition, not an open-market sale, indicating a routine compensation-related event rather than discretionary selling.

What does the Form 4 say about Ross Tennenbaum’s unvested Dropbox RSUs?

The filing explains that certain securities are restricted stock units scheduled to vest through November 15, 2029. Each unit represents the right to receive one Class A share, and any unvested units are cancelled if he stops serving as a service provider.