DBX Insider Trade: 10,098 Shares Sold Under 10b5-1 Plan; 13,425 Withheld

Rhea-AI Filing Summary

Dropbox officer Alkarmi Ashraf reported routine equity transactions in August 2025. The filing shows 13,425 shares of Class A common stock were withheld by the issuer on 08/15/2025 to cover tax obligations tied to the vesting and net settlement of previously granted restricted stock units, recorded at $27.73 per share. On 08/18/2025 the reporting person sold 10,098 shares under a Rule 10b5-1 trading plan adopted on 03/14/2025 at a weighted average price of $27.3017.

The report indicates 469,333 shares of Class A common stock were beneficially owned after the sale. Certain shares remain as restricted stock units that vest through 11/15/2028 and will be cancelled if the reporting person ceases service.

Positive

• Sale executed under a pre-established Rule 10b5-1 plan, indicating prearranged and compliant transaction timing
• Tax-withholding handled via share withholding (13,425 shares), a standard non-dilutive method to satisfy tax obligations
• Significant portion of holdings remain as RSUs with vesting through 11/15/2028, aligning the officer with long-term equity incentives

Negative

• Reported sale reduced beneficial ownership from 479,431 to 469,333 Class A shares
• 10,098 shares sold on 08/18/2025 at a weighted average price of $27.3017, representing a realized reduction in stake

Insights

Securities Analyst

TL;DR: Officer executed prearranged sales and had shares withheld for taxes; remaining stake modestly reduced.

The transactions are routine for equity-compensated executives: tax-withholding of 13,425 shares upon RSU settlement and a subsequent 10,098-share sale under an established 10b5-1 plan. The weighted average sale price of $27.3017 suggests execution across multiple fills. Post-transaction beneficial ownership is 469,333 Class A shares. There are unvested RSUs with vesting through 11/15/2028, which limits immediate dilution risk but indicates continued equity exposure subject to forfeiture upon service termination.

Corporate Governance Expert

TL;DR: Disclosure follows standard governance and Rule 10b5-1 practices; no atypical governance concerns disclosed.

The filer checked the box indicating the sale was made pursuant to a Rule 10b5-1 plan, and provided an explanation for withheld shares to satisfy tax obligations. The form is signed by an attorney-in-fact and includes the RSU vesting schedule through 11/15/2028. There are no amendments, emergency repurchases, or unusual derivative transactions noted. From a governance perspective, the filing documents compliance with routine insider trading and tax-settlement procedures.

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^*

Alkarmi Ashraf

(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)
	General Manager, Core

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)		13,425	D	$27.73	479,431(2)	D
Class A Common Stock	08/18/2025		S(3)		10,098	D	$27.3017(4)	469,333(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 November 15, 2028. 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 March 14, 2025.

4. This transaction was executed in multiple trades at prices ranging from $27.02 to $27.61. 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	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 transactions did Dropbox (DBX) insider Alkarmi Ashraf report in August 2025?

The filing reports 13,425 shares withheld for taxes on 08/15/2025 and a sale of 10,098 shares on 08/18/2025 under a 10b5-1 plan at a weighted average price of $27.3017.

How many Dropbox (DBX) shares does the reporting person own after these transactions?

The reporting person beneficially owned 469,333 Class A shares following the reported transactions.

Why were 13,425 Dropbox shares withheld on 08/15/2025?

Those shares were withheld by the issuer to satisfy tax withholding and remittance obligations in connection with the vesting and net settlement of restricted stock units.

Was the sale part of a trading plan for Dropbox (DBX)?

Yes. The sale of shares on 08/18/2025 was executed pursuant to a Rule 10b5-1 trading plan adopted on 03/14/2025.

Are there any unvested restricted stock units reported for the officer?

Yes. Certain securities are restricted stock units that vest through 11/15/2028 and will be cancelled if the reporting person ceases to be a service provider.