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[Form 4] DROPBOX, INC. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Regan Timothy, identified as the company's Chief Financial Officer and a director, reported a sale of 1,500 shares of Dropbox, Inc. Class A Common Stock on 09/15/2025 at a price of $30.87 per share under a Rule 10b5-1 trading plan adopted June 10, 2025. After the reported sale, the filing shows total beneficial ownership of 478,121 shares. The filing notes that certain shares counted in that total are restricted stock awards and restricted stock units that vest through February 15, 2029 and will be cancelled if the reporting person ceases to be a service provider.

Positive

  • Sale executed under a Rule 10b5-1 trading plan, indicating pre-established, non-discretionary trading instructions
  • Detailed disclosure of restricted stock awards and RSUs with explicit vesting through February 15, 2029

Negative

  • None.

Insights

TL;DR: Routine insider sale under a 10b5-1 plan; transaction does not on its face alter control or signal an immediate material change.

The 1,500-share disposition was executed under a pre-established Rule 10b5-1 plan adopted June 10, 2025, which provides an automated framework for insiders to sell shares. The report discloses the execution price of $30.87 and shows the reporting person retains 478,121 shares, including restricted awards and units. From a market-impact perspective, the filing documents a single non-derivative sale by an officer rather than a staged or large divestiture; the presence of unvested restricted awards indicates a portion of ownership remains time-locked through February 15, 2029.

TL;DR: The disclosure is procedurally complete and cites a 10b5-1 plan; no governance irregularities are evident in the filing.

The Form 4 lists the reporting person as both an officer and director and cites that the sale was pursuant to a Rule 10b5-1 trading plan adopted on June 10, 2025, which typically mitigates concerns about opportunistic insider timing. The filing properly identifies restricted stock awards and restricted stock units with vesting through February 15, 2029 and notes cancellation upon cessation of service. There are no amendments or multiple reporting persons indicated; the form appears routine and compliant based on the content provided.

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).
1. Name and Address of Reporting Person*
Regan Timothy

(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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
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 09/15/2025 S(1) 1,500 D $30.87 478,121(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. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 10, 2025.
2. Certain of these securities are restricted stock awards and restricted stock units. Each restricted stock award or 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 awards and restricted stock units will be cancelled by the Issuer.
Remarks:
/s/ Cara Angelmar, Attorney-in-Fact 09/17/2025
** 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 DBX insider Regan Timothy report on Form 4?

The filing reports a sale of 1,500 shares of Class A Common Stock on 09/15/2025 at $30.87 per share.

Was the sale by Regan Timothy part of a planned trading arrangement?

Yes. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2025.

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

The report shows beneficial ownership of 478,121 shares following the sale.

Are any of the reported shares restricted or subject to vesting?

Yes. The filing states that certain securities are restricted stock awards and restricted stock units that vest through February 15, 2029 and will be cancelled if the reporting person ceases to be a service provider.

What is the reporting person's role at Dropbox according to the Form 4?

The Form 4 lists the reporting person as a Director and an Officer with the title Chief Financial Officer.
Dropbox

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7.43B
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Software - Infrastructure
Services-prepackaged Software
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United States
SAN FRANCISCO