Business Wire·Nov 9, 2026, 6:55 AM ET

Dropbox, Inc. Announces $1.0 Billion Convertible Notes Offering

DBX

Dropbox announced its intention to offer $1.0 billion in convertible senior notes due 2031 via a private placement to qualified institutional buyers under Rule 144A.
Initial purchasers have a 13-day option to buy an additional $150 million of the notes.
The notes will be senior, unsecured obligations with semi-annual interest payments in arrears.
Upon conversion, Dropbox may pay cash up to the principal amount and settle the remainder with cash, Class A common stock, or a combination at its election.
Interest rates, conversion rates, and other terms will be determined upon pricing.
Dropbox plans to use proceeds to pay for convertible note hedge transactions & repurchase approximately $175 million of Class A common stock from institutional investors concurrently with pricing.
Remaining proceeds & cash on hand will be used to repay at least $750 million of outstanding term loan borrowings.
Dropbox expects to enter into convertible note hedge & warrant transactions to offset potential dilution & reduce excess cash payments upon conversion.
Option counterparties expect to purchase shares or enter derivatives concurrently with pricing, which could impact market prices of stock or notes.
Counterparties may modify hedge positions via secondary market transactions, potentially affecting conversion amounts or noteholders' ability to convert.
The securities & related transactions have not been registered under the Securities Act & may not be offered or sold in the U.S. except pursuant to applicable exemptions.