The Notes will not bear interest and the principal of each series of Notes will not accrete.

The 2026 Notes and the 2028 Notes are each referred to herein as a series of notes. The Notes will be senior, unsecured obligations of Dropbox. The sale of the Notes to the initial purchasers is expected to settle on February 26, 2021, subject to customary closing conditions, and is expected to result in approximately $1,286 million in net proceeds to Dropbox (or approximately $1,414 million if the initial purchasers exercise their option to purchase additional notes in full) after deducting the initial purchasers’ discount and estimated offering expenses payable by Dropbox. Dropbox also granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $65,300,000 aggregate principal amount of 2026 Notes and up to an additional $65,300,000 aggregate principal amount of 2028 Notes. The aggregate principal amount of the offering was increased from the previously announced offering size of $1.135 billion. (“ Dropbox”) (NASDAQ: DBX) today announced the pricing of $653,000,000 aggregate principal amount of convertible senior notes due 2026 (the “2026 Notes”) and $653,000,000 aggregate principal amount of convertible senior notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”).

Dropbox upgrade cost