Dropbox (NASDAQ: DBX) CLO shares withheld for RSU tax payment

Rhea-AI Filing Summary

Dropbox, Inc. reported that Chief Legal Officer William T. Yoon had 7,498 shares of Class A common stock withheld by the company at $24.53 per share to cover tax withholding and remittance obligations tied to vesting restricted stock units. After this tax-withholding disposition, he beneficially owns 198,730 shares of Class A stock. Some of his holdings are restricted stock units that each convert into one Class A share on a vesting schedule running through February 15, 2029, and any unvested units are cancelled if his service ends.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Yoon William T

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F(1)		7,498	D	$24.53	198,730(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, 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	02/19/2026
	** 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.

FAQ

What insider transaction did Dropbox (DBX) report for William T. Yoon?

Dropbox reported that Chief Legal Officer William T. Yoon had 7,498 Class A shares withheld for taxes. The issuer retained these shares to satisfy tax obligations arising from the vesting and net settlement of previously granted restricted stock units.

Was the Dropbox (DBX) Form 4 transaction an open-market sale?

The transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by Dropbox to cover Mr. Yoon’s tax withholding and remittance obligations when restricted stock units vested and were net settled.

How many Dropbox (DBX) shares does William T. Yoon hold after this Form 4?

Following the tax-withholding disposition, William T. Yoon beneficially owns 198,730 shares of Dropbox Class A common stock. This total includes his remaining equity position after 7,498 shares were withheld to satisfy vesting-related tax obligations.

What price per share was used for the Dropbox (DBX) tax-withholding shares?

The withheld shares were valued at $24.53 per share for tax purposes. This price was applied to 7,498 Class A shares that Dropbox retained to meet Mr. Yoon’s tax withholding and remittance requirements tied to restricted stock unit vesting.

What are the vesting terms of William T. Yoon’s Dropbox (DBX) restricted stock units?

Certain holdings are restricted stock units, each representing one Dropbox Class A share. These units vest according to an applicable schedule extending through February 15, 2029, and any unvested units are cancelled if he ceases to be a service provider.

Why did Dropbox (DBX) withhold shares from William T. Yoon’s RSU vesting?

Dropbox withheld shares to satisfy tax withholding and remittance obligations linked to RSU vesting. Instead of paying cash, a portion of the vested shares was retained by the issuer to cover Mr. Yoon’s related tax liabilities.