DROPBOX INC
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
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Item 15. Exhibits, Financial Statement Schedules
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as a part of this Annual Report on Form 10-K
(a)Financial statements
Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(b)Financial statement schedules.
All financial statement schedules not listed above have been omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.
(c)Exhibits
The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT INDEX
| Form · File Number · Exhibit · Filed with SEC | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Description | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-38434 | 3.2 | May 11, 2018 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-38434 | 3.1 | December 15, 2023 |
| 4.1 | Form of Class A common stock certificate of the Registrant. | S-1/A | 333-223182 | 4.1 | March 12, 2018 |
| 4.2 | Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, dated as of January 30, 2014, as amended. | S-1 | 333-223182 | 4.2 | February 23, 2018 |
| 4.3 | Amendment No. 2 to the Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, dated as of March 27, 2018. | 10-Q | 001-38434 | 4.3 | May 11, 2018 |
| 4.4 | Indenture, dated February 26, 2021, between the Registrant and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (2026 Notes). | 8-K | 001-38434 | 4.1 | February 26, 2021 |
| 4.5 | Indenture, dated February 26, 2021, between the Registrant and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (2028 Notes). | 8-K | 001-38434 | 4.2 | February 26, 2021 |
| 4.6 | Form of 0% Convertible Senior Note due 2026 (included in Exhibit 4.4). | 8-K | 001-38434 | 4.3 | February 26, 2021 |
| 4.7 | Form of 0% Convertible Senior Note due 2028 (included in Exhibit 4.5). | 8-K | 001-38434 | 4.4 | February 26, 2021 |
| 4.8 | Description of Capital Stock | 10-Q | 001-38434 | 4.1 | August 7, 2020 |
| 10.1+ | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-1 | 333-223182 | 10.1 | February 23, 2018 |
| 10.2+* | Dropbox, Inc. 2018 Equity Incentive Plan and related form agreements, as amended. | ||||
| 10.3+ | Dropbox, Inc. 2018 Employee Stock Purchase Plan and related form agreements. | S-1/A | 333-223182 | 10.3 | March 21, 2018 |
| 10.4+ | Dropbox, Inc. 2018 Class C Stock Incentive Plan and related form agreements. | S-1/A | 333-223182 | 10.4 | March 21, 2018 |
| 10.5+ | Dropbox, Inc. 2018 Class C Employee Stock Purchase Plan and related form agreements. | S-1/A | 333-223182 | 10.5 | March 21, 2018 |
| Form · File Number · Exhibit · Filed with SEC | |||||
|---|---|---|---|---|---|
| 10.6+ | Dropbox, Inc. 2017 Equity Incentive Plan and related form agreements. | S-1/A | 333-223182 | 10.6 | March 21, 2018 |
| 10.7+ | Dropbox, Inc. 2008 Equity Incentive Plan, as amended, and related form agreements. | S-1/A | 333-223182 | 10.7 | March 21, 2018 |
| 10.8+ | Dropbox, Inc. Amended and Restated Cash Bonus Plan. | 10-K | 001-38434 | 10.8 | February 19, 2021 |
| 10.9+ | Restricted Stock Agreement between the Registrant and Andrew W. Houston. | S-1 | 333-223182 | 10.9 | February 23, 2018 |
| 10.10+ | Revised Form of Change of Control and Severance Agreement as of February 2024 between the Registrant and certain executive officers | 10-K | 001-38434 | 10.10 | February 16, 2024 |
| 10.11+ | Employment Letter between the Registrant and Andrew W. Houston. | S-1/A | 333-223182 | 10.12 | March 12, 2018 |
| 10.12+ | Form of Restricted Stock Agreement between the Registrant and certain executive officers. | 10-K | 001-38434 | 10.14 | February 21, 2020 |
| 10.13+ | Offer Letter between the Registrant and Timothy Regan | 10-Q | 001-38434 | 10.1 | August 7, 2020 |
| 10.14 | Office Lease between the Registrant and KR Mission Bay, LLC, dated as of October 6, 2017. | S-1 | 333-223182 | 10.19 | February 23, 2018 |
| 10.15 | Second Amendment to Office Lease between Dropbox, Inc. and KR Mission Bay, LLC, dated as of May 25, 2018. | 10-Q | 001-38434 | 10.2 | August 10, 2018 |
| 10.16 | Purchase Agreement, dated February 23, 2021, by and among the Registrant and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several initial purchasers listed in Schedule I thereto. | 8-K | 001-38434 | 10.1 | February 26, 2021 |
| 10.17 | Form of Convertible Note Hedge Confirmation (2026 Notes). | 8-K | 001-38434 | 10.2 | February 26, 2021 |
| 10.18 | Form of Convertible Note Hedge Confirmation (2028 Notes). | 8-K | 001-38434 | 10.3 | February 26, 2021 |
| 10.19 | Form of 2026 Warrant Confirmation. | 8-K | 001-38434 | 10.4 | February 26, 2021 |
| 10.20 | Form of 2028 Warrant Confirmation. | 8-K | 001-38434 | 10.5 | February 26, 2021 |
| 10.21+ | Dropbox, Inc. Outside Director Compensation Policy and related form agreements. | 10-K | 001-38434 | 10.22 | February 21, 2020 |
| 10.22 | Eighth Amendment to Office Lease, dated November 1, 2021 and executed on December 16, 2021, by and between the Registrant and KRE Exchange Owner LLC | 10-K | 001-38434 | 10.26 | February 18, 2022 |
| 10.23 | Eleventh Amendment to Office Lease, dated October 1, 2023 and executed on October 17, 2023, by and between the Registrant and KRE Exchange Owner LLC | 10-K | 001-38434 | 10.24 | February 16, 2024 |
| Form · File Number · Exhibit · Filed with SEC | |||||
|---|---|---|---|---|---|
| 10.24+ | Offer Letter between the Registrant and Eric Cox | 10-K | 001-38434 | 10.25 | February 16, 2024 |
| 10.25 | Credit and Guaranty Agreement, dated as of December 11, 2024, by and among the Registrant, the guarantors party thereto, the lenders party thereto, including Blackstone Private Credit Fund and certain of its affiliates, the issuing bank, and the administrative agent and collateral agent. | 8-K | 001-38434 | 10.1 | December 11, 2024 |
| 19.1* | Insider Trading Policy | ||||
| 21.1* | List of subsidiaries of the Registrant. | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm. | ||||
| 24.1* | Power of Attorney (included in signature pages hereto). | ||||
| 31.1* | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1† | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1 | Dropbox, Inc. Incentive- Based Compensation Recovery Policy | 10-K | 001-38434 | 97.1 | February 16, 2024 |
| 101 | The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statement of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Cash Flows, (v) Consolidated Statements of Stockholders' Deficit, and (vi) Notes to Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
| * | Filed herewith. |
|---|---|
| + | Indicates management contract or compensatory plan. |
| † | The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Dropbox, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
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