Dropbox CAO sells 1,306 shares under 10b5-1 plan

Dropbox, Inc. Chief Accounting Officer Sarah Elizabeth Schubach reported two movements in Class A Common Stock.

Rhea-AI Filing Summary

Dropbox, Inc. Chief Accounting Officer Sarah Elizabeth Schubach reported two movements in Class A Common Stock. On May 19, 2026, she completed an open-market sale of 1,306 shares at $28.14 per share, leaving her with 131,120 shares held directly. Earlier, on May 15, 2026, 3,680 shares were withheld at $26.20 per share to cover tax obligations tied to vesting restricted stock units. The sale was executed under a Rule 10b5-1 trading plan adopted on May 16, 2025.

Insights

Equity compensation specialist

Small planned sale and routine tax withholding around RSU vesting.

The filing shows Chief Accounting Officer Sarah Elizabeth Schubach sold 1,306 Dropbox Class A shares at $28.14 each and had 3,680 shares withheld at $26.20 for taxes tied to restricted stock unit vesting.

The disposition coded F is explicitly for tax withholding, which is a mechanical step when equity awards vest. The open-market sale was made pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2025, indicating it was pre-scheduled rather than opportunistic.

After these transactions, she holds 131,120 shares directly. With no derivative positions listed in this filing and the modest share count involved, this looks like routine equity compensation and liquidity management rather than a thesis-changing signal.

Insider Trade Summary 10b5-1

Net Seller: 1,306 shares

Net Sell 2 txns

Insider Schubach Sarah Elizabeth

Role Chief Accounting Officer

Sold 1,306 shs ($37K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,306	$28.14	$37K
Exercise Price or Tax Liability	Class A Common Stock	3,680	$26.20	$96K

Holdings After Transaction: Class A Common Stock — 131,120 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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, 2030. In the event the Reporting Person ceases to be a Service Provider, the unvested restricted stock units will be cancelled by the Issuer.
3. F3. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2025.

Key Figures

Open-market sale: 1,306 shares at $28.14 Tax withholding shares: 3,680 shares at $26.20 Post-transaction holdings: 131,120 shares +1 more

4 metrics

Open-market sale 1,306 shares at $28.14 Class A Common Stock sale on May 19, 2026

Tax withholding shares 3,680 shares at $26.20 Shares withheld for RSU tax on May 15, 2026

Post-transaction holdings 131,120 shares Direct Class A holdings after reported transactions

RSU vesting horizon Through February 15, 2030 Vesting schedule end date for certain RSUs

Key Terms

restricted stock units, Rule 10b5-1 trading plan, tax withholding and remittance obligations

3 terms

restricted stock units financial

"Certain of these securities are restricted stock units. Each restricted stock unit represents the Reporting Person's right to receive one share..."

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.

Rule 10b5-1 trading plan regulatory

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

tax withholding and remittance obligations financial

"Represents shares that have been withheld by the Issuer to satisfy tax withholding and remittance obligations in connection with the vesting..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Dropbox reported that Chief Accounting Officer Sarah Elizabeth Schubach sold 1,306 Class A shares at $28.14 each and had 3,680 shares withheld at $26.20 to cover taxes related to restricted stock unit vesting, leaving her with 131,120 directly held shares.

At what prices did the recent DBX insider share sale and tax withholding occur?

Schubach’s open-market sale of Dropbox Class A stock occurred at $28.14 per share for 1,306 shares. Separately, 3,680 shares were withheld at $26.20 per share to satisfy tax obligations associated with the vesting and settlement of restricted stock units previously granted.

How many Dropbox (DBX) shares does the CAO hold after these Form 4 transactions?

Following the reported transactions, Chief Accounting Officer Sarah Elizabeth Schubach holds 131,120 shares of Dropbox Class A Common Stock directly. This figure reflects both the 1,306-share open-market sale and the 3,680-share tax withholding tied to vesting restricted stock units described in the filing.

Were the recent DBX insider share sales made under a Rule 10b5-1 plan?

Yes. The filing states that the 1,306 Dropbox Class A shares sold by Sarah Elizabeth Schubach were transacted pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2025. Such plans pre-schedule trades, making the timing less indicative of discretionary insider sentiment.

What does the tax withholding transaction mean for DBX restricted stock units?

The 3,680-share disposition represents shares withheld by Dropbox to cover tax withholding and remittance obligations when restricted stock units vested. Each restricted stock unit generally converts into one Class A share, and unvested units can be cancelled if the service provider relationship ends before February 15, 2030.

Do unvested Dropbox (DBX) restricted stock units for the CAO have a stated vesting period?

Yes. A footnote explains that certain securities are restricted stock units scheduled to vest under an applicable schedule through February 15, 2030. If Sarah Elizabeth Schubach ceases to be a service provider before vesting dates, any remaining unvested restricted stock units would be cancelled by Dropbox.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 05:10 PM Learn about SEC filing dates

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 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 Accounting 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2026		F(1)		3,680	D	$26.2	132,426(2)	D
Class A Common Stock	05/19/2026		S(3)		1,306	D	$28.14	131,120(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, 2030. 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	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)