Co-Manager
Dropbox, Inc.
Equity Capital Markets
Convertible Senior Notes Offering
Transaction Details
On November 10, 2026, Dropbox, Inc. (“Dropbox”) (NASDAQ: DBX) announced the pricing of $1.1 billion aggregate principal amount of convertible senior notes due 2031 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended
- The aggregate principal amount of the offering was increased from the previously announced offering size of $1.0 billion
- Dropbox also granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $150.0 million aggregate principal amount of the Notes
The Notes will bear interest at a rate of 1.25% per year
- The Notes will mature on December 1, 2031 unless earlier converted, redeemed or repurchased
The Notes may be converted at an initial conversion rate of 24.5549 shares of the Class A common stock per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $40.73 per share of Class A common stock, which represents a conversion premium of approximately 25% to the last reported sale price of the Class A common stock of $32.58 per share on November 9, 2026)
About the company
Dropbox, Inc. (NASDAQ: DBX) is the one place to keep life organized and keep work moving. With more than 700 million registered users across approximately 180 countries, Dropbox is on a mission to design a more enlightened way of working. Dropbox is headquartered in San Francisco, CA, and has employees around the world.
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Sources: Company Filings and Press Release.
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The offering of the convertible notes was made only by means of an offering memorandum in a private offering to qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933). The notes and the shares of the Company’s common stock issuable upon conversion of the notes, if any, have not been registered under the Securities Act of 1933 or any state securities laws and the Company does not intend to file a shelf registration statement for resale of the notes or such common stock, if any.
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