DROPBOX, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrantx

Filed by a Party other than the Registrant☐

Check the appropriate box:

Dropbox, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

DROPBOX, INC. 1800 OWENS STREET SAN FRANCISCO, CALIFORNIA 94158

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held at 9:00 am Pacific Time on Thursday, May 21, 2026

Dear Stockholders of Dropbox, Inc.:

We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Dropbox, Inc., a Nevada corporation, to be held on May 21, 2026 at 9:00 am Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/DBX2026, where you will be able to listen to the meeting live, submit questions and vote online.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1. To elect seven directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

3. To approve, on an advisory basis, the compensation of our named executive officers;

4. To approve an amendment and restatement of our articles of incorporation (our "Articles") to waive jury trials for internal actions, together with contextual and other ministerial changes; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on March 26, 2026 as the record date for the Annual Meeting. Stockholders of record on March 26, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

By order of the Board of Directors,

Andrew W. Houston

Chief Executive Officer, Co-Founder, and Chair of the Board

San Francisco, California

April 7, 2026

Dropbox, Inc. Proxy Statement and Notice of 2026 Annual Meeting of Stockholders