[Form 4] Dropbox, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dropbox, Inc. (DBX) insider transaction summary: Chief Accounting Officer Sarah Elizabeth Schubach reported the sale of 1,067 shares of Class A common stock on 09/02/2025 at a weighted average price of $28.4934 per share. The sales were executed in multiple trades at prices between $28.30 and $28.87 under a Rule 10b5-1 trading plan adopted May 16, 2025.

After the reported sale, the reporting person beneficially owns 107,855 shares. The filing notes that certain holdings are restricted stock units that vest through February 15, 2029 and that unvested units are forfeitable if service terminates.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating pre-scheduled transactions that reduce signaling risk
• Clear disclosure of execution prices (range $28.30–$28.87 and weighted average $28.4934) and undertaking to provide full trade details on request
• Retention of substantial holdings after the sale (107,855 shares remain beneficially owned)

Negative

• Insider sale could be interpreted negatively by some investors despite being under a pre-established plan
• Certain holdings are restricted stock units subject to vesting through February 15, 2029, which may limit near-term liquidity if additional sales were planned

Insights

Financial Analyst

TL;DR: Routine, transparent insider sale executed under a 10b5-1 plan; transaction size is small relative to total holdings, suggesting limited immediate market impact.

The sale of 1,067 shares at a weighted average of $28.4934 represents a modest disposition against a retained position of 107,855 shares. Execution under a pre-existing Rule 10b5-1 plan reduces signaling risk because it suggests the trades were pre-scheduled rather than opportunistic. Price range disclosure ($28.30–$28.87) provides useful detail on execution.

Corporate Governance Expert

TL;DR: Disclosure aligns with good governance practices; 10b5-1 use and RSU vesting details improve transparency for shareholders.

The Form 4 discloses plan adoption date and vesting horizon for restricted stock units through February 15, 2029, which helps investors assess insider alignment over time. The filing includes an undertaking to provide trade-level details upon request, reflecting thorough disclosure. There is no indication of material governance concerns from this single transaction.

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)
09/02/2025

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	09/02/2025		S(1)		1,067	D	$28.4934(2)	107,855(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 16, 2025.

2. This transaction was executed in multiple trades at prices ranging from $28.30 to $28.87. 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 units will be cancelled by the Issuer.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	09/04/2025
	** 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.