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[Form 4] Dropbox, Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

Dropbox insider transaction: The Form 4 shows that Alkarmi Ashraf, General Manager, Core and an officer of Dropbox, sold 10,000 shares of Class A common stock on 09/08/2025 at a reported price of $30 per share, decreasing beneficial ownership to 459,333 shares. The filing states the sale was executed under a Rule 10b5-1 trading plan adopted on 03/14/2025. The report also notes that some of the remaining holdings are restricted stock units that vest through 11/15/2028 and will be cancelled if the reporting person ceases to be a service provider. The Form 4 was signed by an attorney-in-fact on 09/10/2025.

Positive

  • Transaction executed under a Rule 10b5-1 trading plan, indicating a preplanned sale and stronger insider trading defense
  • Disclosure of restricted stock units and their vesting through 11/15/2028 provides clarity on remaining economic exposure
  • Form 4 was properly signed by an attorney-in-fact, showing procedural compliance with filing requirements

Negative

  • Officer reduced beneficial ownership by 10,000 shares, which may modestly decrease insider stake
  • Sale price reported at $30 per share could signal insider liquidity at that price level, though context is limited

Insights

TL;DR: Officer sold a modest number of shares under a preplanned Rule 10b5-1 program; transaction appears routine and non-disruptive.

The sale of 10,000 shares at $30 per share reduced beneficial ownership to 459,333 shares, representing a routine liquidity event for an officer. The explicit use of a Rule 10b5-1 trading plan adopted March 14, 2025 provides a documented affirmative defense against allegations of insider trading, indicating the timing was prearranged rather than opportunistic. The disclosure that a portion of holdings are restricted stock units vesting through November 15, 2028 clarifies that a material portion of the officer's economic exposure remains subject to future vesting conditions.

TL;DR: Governance processes followed: sale under a 10b5-1 plan and attorney-in-fact signature show procedural compliance.

The filing documents compliance with Section 16 reporting and the use of a 10b5-1 plan, which supports transparent governance around insider transactions. The attorney-in-fact signature on September 10, 2025 indicates delegated filing authority was used. The note regarding cancellation of unvested restricted stock units if the officer leaves service is standard and clarifies contingent ownership. No governance red flags or unusual transaction codes are disclosed in this Form 4.

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)
09/08/2025
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 09/08/2025 S(1) 10,000 D $30 459,333(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. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2025.
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.
Remarks:
/s/ Cara Angelmar, Attorney-in-Fact 09/10/2025
** 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 did Dropbox officer Alkarmi Ashraf sell on 09/08/2025?

The officer sold 10,000 shares of Dropbox Class A common stock at a reported price of $30 per share.

Was the sale by Alkarmi Ashraf part of a Rule 10b5-1 plan?

Yes. The Form 4 states the shares were sold pursuant to a Rule 10b5-1 trading plan adopted on 03/14/2025.

How many Dropbox shares does Alkarmi Ashraf own after the sale?

Following the reported transaction, beneficial ownership is listed as 459,333 shares.

Are any of Alkarmi Ashraf's remaining shares restricted?

Yes. The filing discloses that 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.

When was the Form 4 signed and filed?

The Form 4 bears a signature by counsel as attorney-in-fact dated 09/10/2025.
Dropbox

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