Dropbox Issues $1.1 Billion Convertible Senior Notes Due 2031

On November 9, 2026, Dropbox, Inc. entered into a purchase agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC to issue and sell $1.1 billion aggregate principal amount of 1.25% Convertible Senior Notes due 2031. The notes were sold in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The initial purchasers were granted an option to purchase an additional $150 million in notes within a 13-day period. This option was fully exercised on November 10, 2026, bringing the total principal amount issued to $1.25 billion.

The notes were issued pursuant to an indenture dated November 12, 2026, with U.S. Bank Trust Company, National Association, acting as trustee. The notes bear interest at a rate of 1.25% per year, payable semiannually on June 1 and December 1, beginning June 1, 2027. The notes mature on December 1, 2031, unless earlier converted, redeemed, or repurchased. The initial conversion rate is 24.5549 shares of Dropbox’s Class A Common Stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $40.73 per share.

Dropbox intends to use the net proceeds from the offering for specific corporate purposes. The company used approximately $175 million of the proceeds to repurchase approximately 5.4 million shares of its Class A Common Stock in privately negotiated transactions. The remaining net proceeds, together with cash on hand, are intended to be used for the repayment of at least $750 million in aggregate principal amount of outstanding borrowings under its term loan facility and for other general corporate purposes.

The notes are senior, unsecured obligations of Dropbox and rank senior to existing and future indebtedness that is contractually subordinated to the notes. They rank equal to existing and future senior unsecured indebtedness that is not subordinated and effectively rank junior to secured indebtedness. The notes are structurally subordinated to all indebtedness and liabilities of Dropbox’s subsidiaries.